Resolution - 9065RESOLUTION NO. 9065
A RESOLUTION AUTHORIZING THE ISSUANCE, EXECUTION AND
DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT WITH A
PURCHASE PRICE NOT TO EXCEED $50,000,000 (AND THE
EXECUTION, DELIVERY AND SALE OF CERTIFICATES OF
PARTICIPATION WITH RESPECT THERETO) TO FINANCE AND
REFINANCE CERTAIN CAPITAL PROJECTS TO BENEFIT QUEEN OF THE
VALLEY HOSPITAL FACILITIES AND OTHER MATTERS RELATING
THERETO
WHEREAS, the City if West Covina, a general law City and a
Omunicipal corporation duly organized and existing under the laws of
the State of California (the "City"), is authorized under provisions
of the California Government Code, particularly Chapter 5 of Part 2
of Division 3 of Title 4 thereof (the "Act"), to purchase, sell and
lease both personal and real property for the common benefit and as
is necessary or proper to municipal purposes;
WHEREAS, Queen of the Valley
proposes (1) to refinance certain of
finance capital projects with respect
related health care facilities (the
owned and operated by the Corporation,
capital projects with respect to the
"Project");
Hospital (the "Corporation")
its indebtedness incurred to
to an acute care hospital and
"Facilities") within the City
and (2) to finance certain new
Facilities (collectively, the
WHEREAS, the City has full legal right, power and authority under
the Act to purchase, sell and lease real and personal property for the
common benefit and is necessary or proper for municipal purposes;
WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code
of 1986 (the "Code"), the installment purchase agreement dated as of
March 15, 1994, (the "Purchase Agreement") by and between the City and
the Corporation related to the Project is required to be approved,
following a public hearing, by an elected representative of the issuer
of the Purchase Agreement and an elected representative of the
governmental unit having jurisdiction over the area in which the
facilities relating to the Project are located;
WHEREAS, the facilities relating the Project are located wholly
within the City;
WHEREAS, the City Council of the City (the "Council") is the
elected legislative body of the City and is the applicable elected
representative required to approve the issuance of the Purchase
Agreement within the meaning of Section 147(f) of the Code;
WHEREAS, pursuant to Section 147(f) of the code, the Council has,
following notice duly given, held a public hearing regarding the
issuance of the Purchase Agreement, and now desires to approve the
issuance of the Purchase Agreement;
WHEREAS, in order to obtain funds to finance and refinance the
Project, the Corporation proposes (a) to sell certain real property
(the "Real Property") on an installment basis to the City pursuant to
the Purchase Agreement and (b) to purchase the Real Property back from
the City pursuant to an Installment Sale Agreement dated as of
March 15, 1994, (the "Sale Agreement") between the City, as seller,
and the Corporation, as purchaser;
WHEREAS, pursuant to a Trust Agreement, dated as of March 15,
1994, (the "Trust Agreement"), among the City, the Corporation, and
a commercial bank with trust powers (the "Trustee") to be selected
by the Corporation and approved by the City, the Trustee will execute
•and deliver certificates of participation (the "Certificates")
evidencing proportionate undivided interests in the installment
payments (the "Installment Payments") to be made by the City pursuant
to the Purchase Agreement;
WHEREAS, the rights to receive such Installment Payments to be
made by the City under the Purchase Agreement and the rights to
receive payments to be made by the Corporation under the Sale
Agreement will be assigned to the Trustee for the benefit of the
registered holders of the Certificates, all in accordance with the
provision set forth inn the Trust Agreement;
WHEREAS, pursuant to a Certificate Purchase Contract to be dated
the date of sale of the Certificates (the "Certificate Purchase
Contract"), between the City and John Nuveen & Co. Incorporated, as
the underwriter (the "Underwriter"), and approved by the Corporation,
the Certificates will be sold to the Underwriter, and the proceeds of
such sale will be used as set forth in the Trust Agreement to finance
and refinance the Project, to fund a debt service reserve account and
to pay costs of issuance incurred in connection with the execution and
delivery of the Certificates;
WHEREAS, the City desires to authorize the issuance, execution
•and delivery of the Purchase Agreement (and the sale, execution and
delivery of the Certificates with respect thereto) in an aggregate
principal amount to exceed $50,000,000 in order to provide funds to
finance and refinance the. Project, to fund a debt service reserve
account and to pay costs of issuance incurred in connection with the
execution and delivery of the Purchase Agreement and the Certificates;
and
WHEREAS, there has been presented to this meeting the following
documents and agreements:
(1)
A
proposed
form of
the Purchase Agreement;
(2)
A
proposed
form of
the Sale Agreement;
(3)
A
proposed
form of
the Trust Agreement;
(4)
A
proposed
form of
the Certificate Purchase Contract; and
(5)
A
proposed
form
of Official Statement (the "Official
Statement")
to be
used by the Underwriter in connection
with the offering
and sale of the Certificates.
WHEREAS, all acts, conditions and things required by the Act, and
by all other laws of the State of California, to exist, have happened
and have been performed pursuant to and in connection with the
issuance of the Purchase Agreement, exist, have happened, and have
been performed in regular and due time, form and manner, as required
by law, and the City is now duly authorized and empowered, pursuant
to each and every requirement of law, to issue the Purchase Agreement
for the purpose, in the manner and upon the terms herein provided.
NOW, THEREFORE, THE CITY COUNCIL FOR THE CITY OF WEST COVINA DOES
ORDAIN AND RESOLVE AS FOLLOWS:
Section 1. The Council hereby finds and determines,that it is
in the public interest, convenience and welfare and for the common
benefit of the inhabitants of the City that the City assist the
Corporation in the financing of the project in the manner hereinafter
described in the Resolution.
Section 2. The proposed form of Purchase Agreement, as presented
to this meeting, is hereby approved; provided, that the purchase price
specified in Section 2.2 thereof shall not exceed $50,000,000. The
Mayor or City Manager is hereby authorized and directed for and on
behalf of the City, to execute and deliver the Purchase Agreement in
substantially said form, with such changes and insertions therein, as
may be 'necessary to cause the same to carry out the intent of this
Resolution and as the Mayor or City Manager, with the advice of
counsel to the City, may approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 3. The proposed form of Sale Agreement, as presented to
this meeting, is hereby approved. The Mayor or the City Manager is
•hereby authorized and directed, for and on behalf of the City, to
execute and deliver the Sale Agreement in substantially said form,
with such changes and insertions therein, as may be necessary to cause
the same to carry out the intent of this Resolution and as the Mayor
or City Manager, with the advice of counsel to the City, may approve,
such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 4. The proposed form of Trust Agreement, as presented
to this meeting is hereby approved. The Mayor or the City Manager is
hereby authorized and directed, for and on behalf of the City, to
execute and deliver the Trust Agreement in substantially said form
with such changes and insertions therein, as may be necessary to cause
the same to carry out the intent of this Resolution and as the Mayor
or the City Manager, with the advise of counsel to the City, may
approve, such,approval to be conclusively evidenced by the execution
and delivery thereof. The date, maturity date, interest rates,
interest payment dates, denominations, forms registration
requirements, place or places of payment, terms of purchase and
prepayment and other terms of the Certificates, shall be as provided
in the Trust Agreement, as finally executed.
Section 5. The proposed form of the Certificate Purchase
Contract, as presented to this meeting is hereby approved. The Mayor
•or the City Manager is hereby authorized and directed, for and on
behalf of the City, to execute and deliver the Certificate Purchase
Contract, in substantially said form, with such changes and insertions
therein, as may be necessary to cause the same to carry out the intent
of this Resolution and as the Mayor or the City Manager, with the
advice of counsel to the City, may approve, such approval to be
conclusively evidenced by the execution and delivery thereof, and
pursuant thereto to sell the Certificates to the Underwriter for the
purchase price set forth in the Certificate Purchase Contract.
Section 6. The proposed form of the Official Statement, relating
to the Certificates (the "Official Statement"), as presented to this
meeting is hereby approved. The Mayor or the City Manager is hereby
authorized and directed, for and on behalf of the City, to execute the
Official Statement, in substantially said form, with such changes and
insertions therein, as may be necessary to cause the same to carry out
the intent of this Resolution and as the Mayor or City Manager, with
the advice of counsel to the City, may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 7. The Underwriter is hereby authorized to distribute
the Official Statement in preliminary form, with such changes therein,
as may be approved by counsel to the City, to persons who may be
interested in the purchase of the Certificates and to deliver the
Official Statement in final form to the purchasers of the
Certificates, in each case with such changes as may be approved as
aforesaid.
Section 8. Pursuant to Section 147(f) of the Code, the Council
hereby approves the issuance, execution and delivery of the Purchase
Agreement to provide financing for the Project. It is the purpose and
intent of the Council that this Resolution constitute approval of the
issuance of the Purchase Agreement (and the execution and delivery of
the certificates of participation related thereto) by the applicable
elected representative of the issuer and the applicable elected
representative of the governmental unit having jurisdiction over the
area in which the facilities relating to the Project are located, in
accordance with said Section 147(f).
Section 9. The Mayor and the City Manager (and such other
officers and agents of the City designated either by the mayor or the
City Manager) are hereby authorized and directed, and each of them,
for and in the name and on behalf of the City, to execute and deliver
any and all documents, including, without limitation, any and all
documents and certificates to be executed in connection with securing
credit support, if any, for the Certificates, and to do any and all
things and take any and all actions which may be necessary or
advisable, in their discretion, to effectuate the actions which the
City has approved in this Resolution.
Section 10. This Resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED by the City Council of the City of West Covina
• this 5th day of April, 1994.
I HEREBY CERTIFY that the foregoing Resolution No. 9065 was
duly adopted by the City Council of the City of West Covina at a
regular meeting thereof held on the _5.th day of April 1994, by the
following vote of the Council:
AYES: COUNCILMEMBERS Herfert, Manners, McFadden, Wong, Jennings
NOES: COUNCILMEMBERS None
ABSENT: COUNCILMEMBERS None
*APPROVED AS TO FORM:
TEFRHEAR.AGE
0
City Clerk