R 2917
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RESOLUTION NO. 2917
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARROYO GRANDE, CALIFORNIA AUTHORIZING THE EXECUTION
AND DELIVERY OF AN AMENDMENT TO TRUST AGREEMENT AND
AMENDMENT TO INSTALLMENT PURCHASE AGREEMENT AND
CERTAIN OTHER ACTIONS IN CONNECTION THEREIN RELATING
TO THE INSTALLMENT PURCHASE FINANCING ON BEHALF OF
VISTA HOSPITAL SYSTEMS, INC.
WHEREAS, the City council of the city of Arroyo Grande (the
"city") has, by Resolution No. 2489, adopted on September 24, 1991,
provided for and authorized an installment purchase financing on
behalf of vista Hospital Systems, Inc. (herein called the
"corporation"), to finance (1) the acquisition by the Corporation
of certain real property located within the city adjacent to Arroyo
Grande Community Hospital (herein called the "property"), and,
payment of fees and (2) expenses incurred in connection with the
installment purchase financing thereof; and
WHEREAS, in connection with such financing the city entered
into a Trust Agreement among the city, the Corporation and Security
Pacific National Bank, as trustee (the "Trustee") dated as of
september 1, 1991 (the "Trust Agreement") , and entered into an
Installment Purchase Agreement between the City and the Corporation
dated as of September 1, 1991 (the "Purchase Agreement"); and
WHEREAS, certificates of Participation (the "certificates")
dated as of September 1, 1991 were issued representing a
proportionate share in the payments to be made pursuant to the
terms of the Purchase Agreement; and
WHEREAS, the Trust Agreement provides that the Trustee shall
not be required to make any transfer of the Certificates after
purchase of the certificates by the initial purchaser unless and
until the certificates have been rated "A" or better by a Rating
Agency (as defined in the Trust Agreement); and
WHEREAS, it is necessary to amend the Trust Agreement pursuant
to an Amendment to Trust Agreement dated as of February 1, 1992
(the "Amendment to Trust Agreement") and to amend the Purchase
Agreement pursuant to an Amendment to Installment Purchase
Agreement dated as of February 1, 1992 (the "Amendment to Purchase
Agreement") in order to arrange for the certificates to obtain a
rating of "A" or better by a Rating Agency; and
WHEREAS, pursuant to Section 9.01 of the Trust Agreement,
amendments to the purchase Agreement and the Trust Agreement are
permitted, with the consent of the Certificateholders, and the
holder of all of the certificates, Great Western Land Acquisition
Corp (the "Certificateholder"), has consented and agreed to the
amendments; and
WHEREAS, it is anticipated that after the amendment of said
documents the certificates will be defeased in order to obtain the
necessary rating.
NQW, THEREFORE, BE IT RESOLVED by the City council of the City
of Arroyo Grande, California, as follows:
1. In addition to the words and terms elsewhere defined in
this Resolution, all initially capitalized term; and words used
herein shall have the same meaning as in Resolution 2489, Purchase
Agreement and Trust Agreement relating to the certificates, unless
the context or use clearly indicates another 01 different meaning
or intef1t.
2. The proposed forms of Amendment to Purchase Agreement and
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RESOLUTION NO. 2917
the Amendment to Trust Agreement, presented to this meeting, are
hereby approved. The Mayor, the City Manager, or their respective
designees, each acting alone, is hereby authorized and directed,
for and in the name and on behalf of the City, to execute and
deliver an Amendment to Purchase Agreement, Amendment to Trust
Agreement in substantially said forms, with such changes therein as
such officer may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
3. The City Clerk is hereby authorized and directed to attest
the signature of the Mayor, the City Manager or their respective
designees and to affix and attest the seal of the City as may be
required in connection with the execution and delivery of the
Amendment to Purchase Agreement and Amendment to Trust Agreement in
accordance with this Resolution.
4. 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 may deem
necessary or advisable in order to consummate the execution and
delivery of the documents approved in this Resolution or
contemplated hereby and otherwise to carry out, give effect to and
comply with the terms and intent of this Resolution and the
documents approved hereby or contemplated hereby, including without
limitation, the execution and delivery of any closing documents in
connection with the execution of the Amendment to Purchase
Agreement and Amendment to Trust Agreement. The officers executing
the documents approved by this Resolution are authorized to approve
such changes to said documents as are necessary and appropriate and
not contrary to the general tenor thereof, such approval to be
conclusively evidenced by such execution thereof.
5. 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 certificates, directions, requests
and other documents which they may deem necessary or advisable in
order to consummate the contemplated defeasance of the
certificates.
6. If any section, paragraph, clause or provision of this
Resolution shall be held to be invalid or unenforceable, the
invalidity or unenforceability of such section, paragraph, clause
or provision shall not affect any of the remaining provisions of
this Resolution.
7. This Resolution shall take effect immediately upon its
passage.
On motion of Council Member smith , seconded by
Council Member Dougall , and on the following roll call vote,
to wit:
AYES: Council Members Smith, Dougall, Gallagher and Mayor Millis
NOES: None
ABSENT: Council Member Moots
the foregoing Resolution was passed and adopted this 25th day of
February, 1992. :... ~~fiiJL
CITY OF ARROYO GRANDE, CALIFORNIA
ATTEST: APPROVED AS TO FORM:
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NANCY A. IS, CITY CLERK
CITY OF ARROYO GRANDE
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CLERK'S CERTIFICATE
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I, NANCY DAVIS, City Clerk of the City of Arroyo Grande,
California, do hereby certify as follows:
The foregoing Resolution No. 2917 is a full, true and
correct copy of a Resolution duly adopted at a regular meeting of the
City Council of the City of Arroyo Grande duly and legally held at the
regular meeting place thereof on February ~, 1992, of which meeting
said members had due notice, by the following vote:
AYES: Council Members Smith, Dougall, Gallagher and Mayor Millis
NOES: None
ABSENT: Council Member Moots
ABSTAINED:
I have carefully compared the same with the original minutes
of said meeting on file and of record in my office and said Resolution
is a full, true and correct copy of the original Resolution adopted at
said meeting and entered in said minutes; and
Said Resolution has not been amended, modified or rescinded
since the date of its passage and the same is now in full force and
effect.
DATED this ~ day of February, 1992.
of Arroyo Grande, California