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1985-453RESOLUTION N0. 85R-453 CITY COUNCIL OF THE CITY OF ANAHEIM RESOLUTION CONCERNING THE CITY'S EXERCISE OF AN OPTION TO PURCHASE A CERTAIN HOSPITAL FACILITY FROM MARTIN LUTHER HOSPITAL WHEREAS, the City of Anaheim (the "City") is a municipal corporation and charter city duly organized and existing under a freeholders' charter pursuant to which the City has the right and power to make and enforce all laws and regulations in respect of municipal affairs and certain other matters in accordance with and as more particularly provided in Section 3, 5 and 7 of Article XI of the Consti- tution of the State of California and Article 4 of the Charter of the City (the "Charter"); and WHEREAS, Martin Luther Hospital, a nonprofit public benefit corporation (the "Hospital"), owns and operates a licensed health facility located in the City of Anaheim on the real estate described in Exhibit A of the hereinafter mentioned Option to Purchase (the "Hospital Facility"); and 1 WHEREAS, pursuant to an Indenture of Mortgage and Deed of Trust dated as of July 1, 1977 (the "Indenture"), between the Hospital and California First Bank, as trustee (the "Trustee"), the Hospital issued its First Mortgage Gross Revenue Bonds, Series 1977 in the aggregate principal amount of $10,000,000 and its Convertible Subordinated Mortgage Revenue Bonds in the aggregate principal amount of $6,500,000 {collectively, the "Bonds"); and WHEREAS, in order that interest on the Bonds be exempt from federal income taxes, the Bonds were issued on behalf of the City in accordance with the requirements set forth in the Internal Revenue Code of 1954, as then amended, and the regulations and rulings then issued thereunder (the "Code"); and WHEREAS, the Code required the City and the Hospital to enter into an Option to Purchase dated as of July 19, 1977 (the "Option to Purchase") whereby the Hospital granted to the City an option to purchase the Hospital Facility at any time following the sale of the Bonds, at an option price equal to the 'amount required to pay or redeem all of the Bonds and other indebtedness secured by the Indenture outstanding at the time the option was exercised; and 2 WHEREAS, the City now desires to exercise said option and to pay the option price with moneys loaned to the City by the Hospital pursuant to the terms of a loan agreement (the "Loan Agreement"), whereby the City will be obligated to repay the loan solely from proceeds received from the sale or other disposition by the City of the Hospital Facility to any purchaser; and WHEREAS, the City Council, pursuant to the Charter, may sell, transfer, exchange or otherwise convey title to any municipal property without advertising for bids if the City Council finds and determines said sale, transfer, exchange, or conveyance to be in the best interests of the City and the same is authorized by the affirmative votes of at least two-thirds of the total members of this City. Council. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Anaheim, California as follows: Section 1. The form, terms and provisions of the Loan Agreement be and they are hereby approved and the Mayor is hereby authorized and empowered to execute and the City Clerk is hereby authorized and empowered to attest, the Loan Aq_ reement in substantial_1 y the form g*_-eGer.ted to and 3 considered at this meeting with such changes therein as may be approved by the official executing the same, such approval to be conclusively evidenced by execution thereof; provided that, the amount of the loan to be made thereunder shall not exceed $15,000,000. Section 2. The City Council hereby elects to exercise the option granted to the City pursuant to the Option to Purchase and the Mayor or City Manager be, and hereby are, authorized and empowered to execute all documents and to take such action as it may be deemed necessary or advisable to exercise such option. Section 3. This City Council hereby finds and determines that the sale and conveyance of title by the City of the Hospital Facility, at any time after which the City shall have obtained title thereto, without advertising for bids or otherwise complying with the provisions of Section 1222 of the Charter, to be in the best interests of the City. Section 4. The City Manager is hereby authorized and empowered to sell or otherwise convey title to the Hospital Facility to the California Health Facilities Financing Authority, a public instrumentality of the State 4 of California, for an amount not less than $8,000,000, at such time as the City Manager in his discretion shall elect, if at ali, to do so. Section 5. The officers of this City be, and each hereby is, authorized and directed to execute all documents and take such action as it may be deemed necessary or advisable in order to carry out and perform the purposes of this resolution and the transactions contemplated thereby. Section 6. This resolution shall take effect immediately upon its passage. ADOPTED, SIGNED AND APPROVED this 22nd da~~ of October, 1985. ATTEST: ~~ R._ City Clerk 5 CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 85R-453 was introduced and adopted at a regular ~'" meeting provided by law, of the City Council of the City of Anaheim held on the 22nd day of October, 1985, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Kaywood, Bay, Pickler, Overholt and Roth NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 85R-453 on the 22nd day of October, 1985. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 22nd day of October, 1985. CIT CLERK OF THE CITY OF ANAHEIM (SEAL.) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 85R-453 duly passed and adopted by the Anaheim City Council on October 22, 1985. ~~ CITY CLERK ,.