R 2425
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RESOLUTION NO. 2425
RESOLUTION OF THE CITY COUNCIL OF THE CfTY OF ARROYO
GRANDE, CALIFORNIA AUTHORIZING THE EXECUTION AND
DELIVERY OF AN INSTALLMENT PURCHASE AGREEMENT,
INSTALLMENT SALE AGREEMENT, TRUST AGREEMENT,
CERTIFICATE PARTICIPATION AGREEMENT, OFFICIAL
I STATEMENT AND CERTAIN OTHER ACTIONS IN CONNECTION
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I THEREWITH RELATING TO AN INSTALLMENT PURCHASE
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I FINANCING ON BEHALF OF ARROYO GRANDE COMMUNITY
, HOSPITAL
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'I WHEREAS, the City Council of the City of Arroyo
I Grande (the "City") has, by Resolution No. 2424, adopted on
October 9, 1990, provided for and authorized an installment
I purchase financing on behalf of vista Hospital Systems, Inc.
I (herein called the "Corporation"), which owns and operates
I Arroyo Grande Community Hospital located in the City, which
, program includes but is not limited to financing of the
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I acquisition, improvements and betterments to the facilities of
I the Corporation and such facilities as are appurtenant
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! thereto, acquisition of equipment, refinancing outstanding
I indebtedness, and payment of fees and expenses incurred in
connection with the installment purchase financing thereof
(herein called the "Project");
WHEREAS, pursuant to Section l47(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), to qualify as
I obligations, interest on which is excluded from gross income
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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 l
in which the project financed by the obligation is located;
WHEREAS, the Corporation's facilities at Arroyo
Grande Community Hospital are 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 nature and location of the Project;
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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 October 1, 1990, 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 $26,000,000
I and with such other changes therein as such officer may
L require or approve. such approval to be conclusively evidenced
by the execution and delivery thereof. The payment dates,
interest components, terms of 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 di~ected to
accept, for and in the name of the City, the memo.~jIndum 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 October 1, 1~90,bet~een the City and
the Corporation, and the form of the memoranoum of installment
sale agreement attached as an eXhibit thereto, p~esented to
this meeting, are hereby approved. The Mayor, the City is
Manager, or their respective designees, each acting alone,
hereby authorized and directed, for an in the name and on
behalf of the City, to execute and deliver ~n installment sale
agreement and a memorandum of installmentsp~e agreement in
substantially said forms, with such changes therein as such
officer may require or approve, such approv.a~, tpbe
conclusively evidenced by the execution and delivery thereof.
3. The proposed form of trust agreement, dated as
of October 1, 1990, among the City, the Corporation and a
corporate trustee to be designated, as trustee (herein called
the NTrustee"), presented to this meeting, is hereby
app~oved. The Mayor, the City Manager or their respective
d7s~gnees, each a~ting alone, is hereby authorized and
d~rected, for a~ ~n the name and on behalf of the City, to
execute. and dehver a trust agreement in substantially said
form, W_;,~,h such changes therein as such officer may require or
approv~, ~uch app~oval to be conclusively evidenced by the
execut~on and del~very thereof.
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4 , The proposed form of certificate purchase
agreement to be executed by The First Boston Corporation, as
purchaser (herein called the "Purchaser"), and to be accepted
and agreed to by the City, approved and agreed to by the
Corporation and received and aCknowledged by the Trustee,
presented to this meeting is hereby approved. The Mayo r , the
City Manager or their respective designees, each acting alone,
is hereby authorized and directed to execute and dehver to
the Purchaser a certificate .purchase agreement in
substantially said form, evidencing such approval by the City,
with such changes therein as he may require or approve, such
approval to be conclusively evidenced by the execution and
delivery thereof.
5. T.he proposed form of preliminary ofl;iciaL
statement relating to the installment purchase fina.ncing,
presented to this meeting, and the previous distribution
thereof by the Purchaser, are hereby ratified, confirmed and
approved. The Mayo r , 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 official statement in substal\tially the
form of said preliminary official statement. w~th ~uch changes
therein as such officer may require or approve, such approval
to be conclusively evidenced by the execution and !leli very
thereof. The Purchaser is hereby directed to deliv!i!r copies
of said official statement to all actual purchasers of the
certificates of participation executed pursuant to the trust
agreement.
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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 l47(f) of -,
the Code. ,
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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, certificate
purchase agreement and official statement 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 and otherwise to carry out, give effect to and
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comply with the terms and intent of this resolution and the
documents approved hereby.
9. This resolution shall take effect immediately upon
its passage.
PASSED AND ADOPTED by the city council of the City of
Arroyo Grande on October 9, 1990, by the following vote:
AYES: Council Members Dougall, Smith, Olsen, Moots and Mayor
Millis
NOES: None
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ABSENT: None
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of
(SEAL)
ATTEST:
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city Cler of the city
of Arroyo Grande
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CLERK'S CERTIFICATE J
I, Nancy A. Davis, City Clerk of the City of Arroyo Grande,
California, do hereby certify as follows:
The foregoing Resolution No. 2425 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 October 9, 1990, of which meeting
said members had due notice, by the following vote:
AYES: Council Members Douqall, Smith, Olsen, Moots and Mayor Millis
NOES: None
ABSENT: None
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 be amended, modified or rescinded
since the date of its passage and the same is now in full force and
effect.
Dates: January 9, 1991.
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City Cle~of the City
of Arroyo Grande
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