Loading...
R 2488 . . RESOLUTION NO. 2488 RESOLUTION OF THE CITY OF ARROYO GRANDE PROVIDING FOR AND AUTHORIZING INSTALLMENT PURCHASE FINANCING FOR ACQUISITION OF REAL PROPERTY BY VISTA HOSPITAL SYSTEMS, INC. WHEREAS, the City of Arroyo Grande, a municipal corporation duly organized and existing under and pursuant to the laws of the State of California (herein called the "City"), is authorized under provisions of the California Government Code, particularly Chapter 5 of Part 2 of Division 3 of Title 4 thereof (herein called the "Act"), to purchase, sell and lease both personal and real property for the common benefit and as is necessary or proper for municipal purposes; WHEREAS, Vista Hospital Systems, Inc., a California nonprofit public benefit - corporation (herein called the "Corporation"), has proposed that the City provide installment purchase financing for the acquisition by the Corporation of real property situated within the City adjacent to Arroyo Grande Community Hospital (herein called the "Property") which program includes but is not limited to financing of the acquisition of the Property and payment of fees and expenses incurred in connection with the foregoing or in connection with the installment purchase financing thereof as herein authorized; 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 as is necessary or proper for municipal purposes; and WHEREAS, the city now desires to give its preliminary approval to such financing; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo Grande, as follows: Section 1. The City Council of the city hereby finds and determines that it is for the common benefit of the City and its residents and it is necessary and proper for municipal purposes within the terms of the Act that the city assist the Corporation, which operates a general acute care health facility located within the City, in financing the acquisition of the Property in the manner hereinafter in this Resolution provided in order to provide for the possible expansion of essential health care services and facilities to the residents of the City, and to aid in acquiring, constructing, rehabilitating, improving and refinancing health care facilities. . . . section 2. Pursuant to the Act, an installment purchase and installment sale financing in an aggregate principal amount not to exceed $1,900,000 is hereby authorized in order to finance the acquisition of the property through the purchase of the Property by the City and the sale of the Property to the Corporation. Section 3. The City shall provide the installment purchase financing for the acquisition of the Property as authorized herein pursuant to agreements whereby the City will purchase the Property from the Corporation and concurrently sell the Property back to the Corporation, all under terms whereby the City's obligation to make installment payments for the Purchase of the Property is limited to the revenues it receives from the Corporation on said sale of the Property. The financing hereby authorized shall be consummated subject to the conditions that (i) the City by resolution shall have first agreed to acceptable final terms and conditions for the installment purchase and sale agreements and related trust agreement and all other documents and agreements to be executed by the City in connection with such financing, (ii) all requisite governmental approvals shall have first been obtained, (iii) the City's obligations under its installment purchase agreement with the Corporation shall be payable solely from revenues received from the Corporation pursuant to the installment sale agreement, and neither the taxing power nor the full faith and credit of the City shall be pledged to the payment of the principal of or interest on any such installment purchase agreement, and (iv) the Corporation shall have executed the letter agreement referred to in Section 4 of this Resolution. Section 4. The city Manager of the City is hereby authorized to execute and deliver the letter agreement, in sUbstan- tially the form attached hereto as Exhibit A. Section 5. This Resolution shall take effect immedi- ately. PASSED AND ADOPTED this 24th day of September , 1991 by the following vote: -2- ", - - AYES: Council Members Smith, Dougall, Moots and Mayor Millis NOES: None ABSENT: Council Member Olsen ABSTAIN: None ~~:J;~ of Arroyo Grande [SEAL] 94\KMMO\JSSUERS\ARROYO\RESOL-3.DOC -3- , , . .~ ~. CITY CLERK'S CERTIFICATE I, Nancv A. Davis, City Clerk of the City of Arroyo Grande, California, hereby certify as follows: The foregoing 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 regularly and legally held at the regular meeting place thereof on September 24 , 1991, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present. At said meeting said resolution was adopted by the following vote: AYES: Council Members Smith, Dougall, Moots and Mayor Millis NOES: None ABSENT: Council Member Olsen ABSTAIN: None I have carefully compared the same with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified, supplemented or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 25 , 1991. ~a.~ City Clerk of the C~ty of Arroyo Grande [SEAL] 94\KMMO\ISSUERS\ARROYO\RESOL-3.DOC -4- . ---~_..~---_. - - City of c;/f't'to!:Jo g'tandE. Phone (805) 489.1303 214 East Branch Street p, O. Box 550 EXHIBIT A Arroyo Gr;:mde, CA 93421 September 27. 1991 VISTA HOSPITAL SYSTEMS. INC. 2370 Pine Street San Francisco. California 94115 Re: Vista Hospital Systems, Ine. Installment Purchase Financing (Land Acquisition) Ladies and Gentlemen: The purpose of this letter is to set forth certain terms and conditions under which the City of Arroyo Grande (the "City") will assist in financing the acquisition of certain real pro- perty located in the City adjacent to Arroyo Grande Community Hospital (the "Property") by Vista Hospital Systems. Inc. (the "Corporation"). The City and the Corporation intend to enter into agreements with the law firm of Butler and Binion. Houston. Texas. as special counsel. to advise and assist the City with re- spect to the installment purchase financing of the acquisition of the Property. By signing and returning the enclosed copy of this letter you hereby agree to the fol- lowing on behalf of the Corporation. 1. The Corporation agrees to pay all costs involved in any such installment purchase financing. including by way of example and not limitation. fees and disbursements of special counsel and compensation to the underwriter. if any. and any other experts engaged by the Corporation or by the City in connection with any such financing. printing costs. publication costs and costs of bond insurance. Such costs may be paid from the monies received from the underwriter. if any. in connection with any such financing. In the event that any such financing is not consummated for any reason. the Corporation agrees to assume the City's obligations. if any. for payment of all such costs. 2. The Corporation agrees to pay the cost of preparation of any studies. reports or other documents necessary to be prepared by or for the City to comply with the California Environmental Quality Act. 3. The Corporation agrees to pay any and all costs incurred by the City in connec- tion with any legal action challenging the consummation or validity of any such financing. " --~~_._,--~-- - . VISTA HOSPITAL SYSTEMS, INC. Page 2 The City agrees to proceed, and to direct the aforementioned special counsel to pro- ceed, with the planning and preparation of the necessary proceedings for the financing of the acquisition of the Property. The Corporation understands that this letter agreement does not exempt it from any requirements of the City, or any department or agency thereof or other governmental body, that would apply in the absence of the proposed financing, and compliance with such requirements is an express p,recondition to any such financing by the City. The Corporation further understands and agrees that: (1) the installment purchase fi- nancing by the City is contingent upon the City's being satisfied with all of the terms and con- ditions of the financing agreements and other related documents and agreements and that any such installment purchase financing is in the best interests of the City, and that the City shall not be liable to the Corporation or to any other party if the City shall determine for any rea- son not to consummate the financing; and (2) all of the conditions, limitations and other pro- visions contained in Resolution No. 2489, adopted by the City Council on September 24, 1991, (a copy of which is enclosed herewith) are expressly incorporated herein by reference and made a part of this letter agreement. If the foregoing is satisfactory, kindly execute the enclosed copy of this letter and re- turn it to the City of Arroyo Grande, 214 E. Branch Street, Arroyo Grande, California 93420, Attention: City Manager. Very truly yours, CITY OF ARROYO GRANDE By: Ci CONFIRMED AND ACCEPTED: VISTA HOSPITAL SYSTEMS, INC. By: Name Title: Dated: Enclosure: Resolution No. 2489 -2-