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R 2489 . , . - . RESOLUTION NO. 2489 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE, CALIFORNIA AUTHORIZING THE EXECUTION AND DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT, INSTALLMENT SALE AGREEMENT, TRUST AGREEMENT, ACCEPTANCE OF A DEED OF TRUST AND CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH RELATING TO AN 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. 2488 , 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; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), to qualify as obligations, interest on which is excluded from gross income for federal income tax purposes, the issuance of such obligations requires approval, following a public hearing, by the elected legislative body of the issuer of the obligations and of the governmental unit having jurisdiction over the area in which the project financed by the obligation is located; WHEREAS, the Property is located wholly within the geographical jurisdiction of the City; WHEREAS, the City Council is the elected legislative body of the City; WHEREAS, a notice of a public hearing with respect to the proposed execution of the Certificates was published in a newspaper of general circulation in the City; WHEREAS, the City Council of the City held the said public hearing, at which time an opportunity was provided to present arguments both for and against the execution of the Certificates and the location of the Property; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo Grande, as follows: ----.-----..----- . - . 1. The proposed form of installment purchase agreement, dated as of September 1, 1991, between the City and the Corporation, presented to this meeting, is 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 installment purchase agreement in substantially said form, provided that the Purchase Price specified in Section 4.2 thereof does not exceed $1,900,000 and with such other changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The payment dates, interest components, terms and prepayment and other terms of said installment purchase agreement shall be as provided in said installment purchase agreement, as finally executed. The Mayor, the City Manager or their respective designees, each acting alone, is hereby further authorized and directed to accept, for and in the name of the City, the memorandum of installment purchase agreement attached as an exhibit to the form of installment purchase agreement. 2. The proposed form of installment sale agreement, dated as of September 1, 1991, between the City and the Corporation, and the form of the memorandum of installment sale agreement attached as an exhibit thereto, 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 installment sale 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 proposed form of trust agreement, dated as of September 1, 1991, among the City, the Corporation and a corporate trustee to be designated, as trustee (herein called the "Trustee"), presented to this meeting, is hereby approved. The Mayor, the City Manager or their respective designees, each acting alone, is hereby authorized and directed, for an in the name and on behalf of the City, to execute and deliver a trust agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4. The proposed form of agreement for purchase and sale of real property to be executed by and between Great Western Land Acquisition Corp, a Nevada corporation, as seller (herein called the "Seller"), and the Corporation, as purchaser presented to this meeting is hereby approved. - 2 - .- . 5. The proposed form of the deed of trust, dated as of September 1, 1991, and the promissory note from the Corporation to the City presented to this meeting are hereby approved. The Mayor, the City Manger, or their respective designees, each acting alone, is hereby authorized and directed, for and in the name and on behalf of the City, to accept the deed of trust and note 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. 6. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the obligations of the City by the applicable elected legislative body in accordance with Section 147(f) of the Code. 7. 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 installment purchase agreement, installment sale agreement, trust agreement, and the deed of trust in accordance with this resolution. 8. 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 issuance of the Certificates. 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. 9. The Certificates and the interest thereon shall be limited obligations of the City payable solely from the revenues, funds and assets pledged under the Trust Agreement to secure payment of the Certificates and under no circumstances shall the Certificates be payable from any other revenues, funds, assets or income of the City. 10. The Certificates shall not constitute an indebtedness, liability, general, special or moral obligation or a pledge or loan of the faith or credit or taxing power, within the meaning of any constitutional or statutory provision whatsoever, the United Sates - 3 - -'. . . , of America or any agency or instrumentality thereof, the state of California, the City or any other political subdivision or governmental unit. 11- 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. 12. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED by the City Council of the City of Arroyo Grande on September 24, 1991, by the following vote: AYES: Council Members: Smith, Dougall, Moots and Mayor Millis NOES: None ABSENT: Council Member Olsen (SEAL) ATTEST: I~a.~ City Cler of the c~ty of Arroyo Grande JJ: KMMO\ISSUERS\ARROYO\Res. Doc - 4 - "- . - CLERK'S CERTIFICATE I, Nancy A. Davis, City Clerk of the city of Arroyo Grande, California, do hereby certify as follows: The foregoing Resolution No. 2489 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 there of on September 24, 1991, of which meeting said members had due notice, by the following vote: AYES: Council Members: Smith, Dougall, Moots and Mayor Millis NOES: None ABSENT: Council Member Olsen 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 adop~ed 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. Date: JJ:KHMO\ISSUERS\ARROYO\R8S.doc - 5 - -