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R 3118 . c RESOLUTION NO. 3118 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST. AMENDMENT TO INSTALLMENT .''''- PURCHASE AGREEMENT, A SECOND AMENDMENT TO . ::-, i INSTALLMENT SALE AGREEMENT, A SECOND SUPPLEMENTAL ! I TRUST AGREEMENT AND CERTAIN OTHER ACTIONS i _J RELATING TO CERTAIN CERTIFICATES OF PARTICIPATION PREVIOUSLY DELIVERED BY THE CITY OF ARROYO GRANDE FOR THE BENEFIT OF VISTA HOSPITAL SYSTEMS, INC. AND AMENDING A RESOLUTION PREVIOUSL Y ADOPTED BY THE CITY COUNCIL AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH AN INSTALLMENT PURCHASE AND SALE FINANCING FOR VISTA HOSPITAL SYSTEMS, INC. WHEREAS, the City Council of Arroyo Grande, California (the "City"), by resolution adopted September 11, 1992 (the "1992 Resolution"), authorized an installment purchase and sale financing on behalf of Vista Hospital Systems, Inc., a California nonprofit public benefit corporation (the "Corporation"); and WHEREAS, as authorized by the 1992 Resolution, the City has previously delivered its (i) Certificates of Participation, Series 1992A in the aggre~ pri~pal amount of $22,515,000 (the "Series 1992 Certificates") in order to (i) advance refund the City's $30,200,000 Certificates of Participation, Series 1990, the proceeds of which were use to, among other things, acquire the facilities of Arroyo Grande Community Hospital, (ii) fu~d a cenificate reserve fund, and (iii) pay certain expenses incurred in connection with the delivery of the Series 1992 Certificates; and WHEREAS, the Corporation, has requested the assistance of the City in (i) J restructuring the Mandatory Sinking Account Payments (as defined in the Installment Sale Agreement dated as of October 1, 1992, between the City and the' Corporation) to be made with respect 10 the Series 1992 Certificates and, accordingly, to restructure the principal and interest components of the Installment Payments and Purchase Payments (as such terms are defined in the Installment Sale Agreement) related thereto, (ii) amending, the Installment Sale Agreement to provide for semi-annual. payments of interest and annual payments of principal, (iii) amending. the optional prepayment provisions of the Trust Agreement (hereinafter referred to) to permit optional prepayment of the Series 1992 Certificates on or after July t, 2011 rather than July 1, 2002 as CUITently provided, and " RESOLUTION NO. 311 8 PAGE 2 (iv) mald.ng certain amendments to the provisions of the Installment Sale Agreement in order to provide that the term of the m:ln:lgement contract relating to Arroyo Grande Community Hospital will be for the longest period of time permissible under applicable .:.... law; and '. WHEREAS~ the Corporation has informed the City that the holders of 100% of the aggregate principal component of the principal component of the Series 1992 Certificates have agreed to consent to such restructuring and amendments; and WHEREAS, the City Council has~ by resolution adopted November 28~ 1995 (the "1995 Resolution")~ authorized the execution and delivery of the City's Certificates of . Participation (the "Series 1996 Certificates") for the benefit of the Corporation in order to, among other things~ (i) refinance the Series 1992 Certificates, (ii) finance the costs of acquiring, constructing, improving, renovating, and equipping certain health facilities owned by the Corporation; (iii) finance working capital for the benefit of the Corporation; (iv) finance the funding of a reserve fund for the benefit of the holders of the Series 1996 Certificates~ and (v) finance certain fees and expenses incurred in connection with the execution and delivery of the Series 1996 Certificates (collectively, the "Fmancing Purposes"); and WHEREAS, the Corporation has requested that the City Council approve the restructuring of the payments related to the Series 1992 Certificates in lieu of refinancing the Series 1992 Certificates with a pertion of the proceeds of the Series 1996 Certificates and accordingly, the Financing Ptuposes~ as reflected in the final dOCUD1ents relating to the Series 1996 Certificates~ will not include such refinancing; and WHEREAS, the 1995 Resolution provided that the total compensation paid to the purchasers of the Series 1996 Certificates, Cambridge Partners~ L.L.C. (the "Purchasers"), would not exceed 2 % of the principal component of the Series 1996 Certificates and the Corporation has requested that the City amend the 1995 Resolution to increase the total compensation permi~ to be paid the Purchasers to an amount not to. exceed 3 % of the principal component of the Series 1996 Certificates; and WHEREAS,. the City Council has considered the requests of the, Corporation and is willing to assist in such restructuring and amendment; - RESOLUTION NO. 3118 PAGE 3 NOW, THEREFORE7 BE IT RESOLVED7 DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF ARROYO GRANDE AS FOLLOWS: l 1. The proposed form of First Amendment to Installment Purchase Agreement,dated as of February 15, 1996 (the "First Purchase Amendment"), amending the Installment .. ./ Purchase Agreement, dated as of October 1, 1992, between the City and the Corporation presented to this meeting, is hereby approved. The Mayor, the City Manager of the City or such other appropriate City official as may be designated in writing by either of them are hereby authorized and . directed,. for and in the name and on behalf of the City, to execute and deliver the First Purchase Amendment in substantially said form, 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; provided that the approval of the City Council to the First Purchase Amendment is contingent upon the written consent to such First Purchase Amendment by the holders of 100% in aggregate principal component of the Series 1992 Certificates outstanding. 2. The proposed form of Second Amendment to Installment Sale Agreemen~ dated as of February 15, 1996 (the "Second Sale Amendment"), amending the Installment Sale Agreement presented to this meeting, is hereby approved. The Mayor, the City Manager of the City, or such other appropriate City official as may be designated in writing by either of them, are hereby authorized and directed7 for and in the ~e and on behalf of the City, to execute and deliver the Second Sale Amendment in substantially said form, and with such other changes as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the approval of the City Council to the Second Sale Amendment is contingent upon the written consent to such Second Sale Amendment by the holders of 100% in aggregate principal component of the Series 1992 Certificates _outstanding. J 3. . The propoSed form of Second Supplemental Trust Agreement, dated as of February 15, 1996 ("Second Supplemental Trust Agreement"), supplementing the Trust Agreement dated as of October 1, 1996, 3:5 supplemented and amended by the First Supplemental Trust Agreement7 dated as of November 1, 1993, among the City, the Corporation, and First Interstate Bank of California, presented to-this meeting, is hereby approved. The Mayor, the City Manager of the City or such other appropriate City official as may be designated in writing by either of them are hereby authorized and directed, for and in the name and on behalf of the City, to execute ~d deliver a Second RESOLUTION NO. 3118 PAGE 4 Supplemental 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, provided, however, that the approval of the City, Council .~ is contingent upon the written consent to such Second Supplemental Trust Agreement of the holders of 100% in aggregate principal component of the Series 1992 Certificates. 4. The City Clerk is hereby authorized and directed to attest the signawre of the Mayor, the City Manager of the City or such appropriate City official as may be designated in writing by either of them who has signed any of the documents mentioned herein and to affix and .attest the seal of the City as may be required in connection with the execution and delivery of the First Purchase Amendment, the Second Sale Amendment, . and the Second Supplemental Trust Agreement in accordance with this resolution. S. The City Council hereby amends Paragraph 5 of the 1995 Resolution by deleting the reference to 2.0% and inserting 3.0% in its place and hereby confirms and ratifies the 1995 Resolution in all other respects and approves ,the delivery of the Series 1996 Certificates subject to the parameters contained in the 1995 Resolutio~ as hereby amended. 6. The officers of the City are hereby authorized and directed, jointly and severally, to do any and things and to execute and deliver any and supplements and other documents, including, without. 1imitatio~ any and all amendments and, supplements necessary to restructure the Mandatory Sinking Account Payments and to provide for annual installments of principal and semi-annual installments of interest and a notation on the existing Series 1992 Certificates or new Series 1992 Certificates reflecting the amendments authorized by. this resolution, which they may deem necessary or advisable in order, to consnmm:;]te the execution and delivery of the documentS approved in this resolution and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution and the documents approved hereby. On. motion of Council Member Ladv . seconded by 1 Council Member 'Rral'ldy . and on the following call vote, to wit: I ! Ayes: Council Members Lady, Brandy, Souza, Fuller, and,May.or Dougall Noes: None Absent: None the foregoing resolution was passed and adopted this 13th day of Febru'ary, 1996. RESOLUTION NO. 3118 ] A. K. "PETE" DOUGALL, MAYOR A TfEST.~ NANCY A. DAVIS, CITY CLERK APPROVED AS TO FORM: . /~L- DAVID R. McEWEN, STRADLING, YOCCA; CARLSON, AND RAUTH CITY OF ARROYO GRANDE COUNSEL APPROVED AS TO CONTENT: . ROBERT L. HUNT, CITY MANAGER J . . , '- RESOLUTION NO. 3118 PAGE 5 , ,',' ) ATTEST: -.11~ Q. ~ NANCY A A VIS, CITY CLERK APPROVED AS TO FORM: DA VID R. McEWEN, STRADLING, YOCCA, CARLSON, AND RAUTH CITY OF ARROYO GRANDE COUNSEL APPROVED AS TO CONTENT: KlJLa:rL. ft~ ROBERT 1. HUNT. CITY MANAGER J ~ . Resolution No. 3118 Page 6 OFFICIAL CERTIFICATION ."" ~;::t~ I, NANCY A. DAVIS, City Clerk of the City of Arroyo Grande, County of San Luis Obispo, State of California, do hereby certify under penalty of perjury, that the foregoinq Resolution No. 3118 is a true, full and correct copy of said Resolution passed and adopted at a regular meeting of said council on the 13th day of February, 1996. WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 16th day of February, 1996. ~ a.~ )lANC~IS, CITY CLERK CITY OF ARROYO GRANDE 1