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93-077 CITY OF ANAHEIM, CALIFORNIA RESOLUTION NO. 93R- 77 RESOLUTION APPROVING AN INSTALLMENT PURCHASE FINANCIN~ TO BE UNDERTAKEN BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO BENEFIT MARTIN LUTHER HOSPITAL. RESOLVED, by the City of Anaheim (the "City"), as follows: WHEREAS, Martin Luther Hospital, a California nonprofit public benefit corporation (the "Corporation"), has requested that the California Statewide Communities Development Authority (the "Issuer") participate in an installment purchase financing (the "Financing") to finance and refinance certain acquisition, construction, rehabilitation, remodeling and other capital projects with respect to certain health care facilities including the acute hospital facility (the "Anaheim Facility") located within the City which is owned and operated by the Corporation; and WHEREAS, in connection with the Financing, the Issuer, the Corporation and certain of the Corporation'e affiliated entities (the "Related Corporations") will enter into an installment purchase agreement (the "Purchase Agreement") under which the Corporation and the Related Corporations will sell certain real property to the Issuer and the Issuer will agree to make payments (the "Installment Payments") to the Corporation and the Related Corporations for the purchase thereof; and WHEREAS, certificates of participation (the "Certificates") in an aggregate principal amount not to exceed Two Hundred Eighty Million Dollars ($280,000,000.00), each representing a proportionate undivided interest in the Installment Payments, will be executed, delivered and sold in connection with the Financing; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the Financing and the issuance of the Purchase Agreement by the Issuer must be approved by the City because the Anaheim Facility is located within the territorial limits of the City; and WHEREAS, the City Council of the City (the "City Council") is the elected legislative body of the City and is one of the applicable elected representatives required to approve the Financing and the issuance of the Purchase Agreement under Section 147(f) of the Code; and WHEREAS, the Issuer has requested that the City Council approve the Financing and the issuance of the Purchase Agreement in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 9 of the Joint Exercise of Powers Agreement (the "Agreement"), dated as of June 1, 1988, among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the Financing and the issuance of the Purchase Agreement, and now desires to approve the Financing and the issuance of the Purchase Agreement. NOW, THEREFORE, it is hereby ORDERED AND DETERMINED as follows: Section 1. The City Council hereby approves the Financing and the issuance of the Purchase Agreement. It is the purpose and intent of the City Council that this resolution constitute approval of the Financing and the issuance of the Purchase Agreement (and the execution and delivery of the certificates of participation related thereto) for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Anaheim Facility is located, in accordance with said Section 147(f) and (b) Section 9 of the Agreement. Section 2. The officers of the city are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby. Section 3. This resolution shall take effect immediately upon its adoption by the City Council, and the city Clerk shall certify to the vote adopting this re~olution. Section 4. The City Clerk shall forward a certified copy of this Resolution to the following: Michael Newman, Esq. O'Melveny & Myers 400 South Hope Street Los Angeles, California 90071 LA1~14188.1 2 The FOREGOING RESOL~ION was approved and adopted by the City Council of the City of Anaheim this 11th day of May, 1993, by the following vote: Attest: CITY CLE~ OF THE CITY OF ~EIM 3 STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 93R- 77 was introduced and adopted at a regular meeting provided by law of the City Council of the City of Anaheim held on the 11th day of May, 1993, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Feldhaus, Hunter, Pickler~ Simpson, Daly NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No. 93R-77 on the 12th day of May , 1993 . IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 12th day of May , 1993. CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORAN. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 93R- 77 duly passed and adopted by the Anaheim City Council on May 11, 1993. CITY CLERK OF THE CITY OF ANAHEIM