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HomeMy WebLinkAbout90-094363 RESOLUTION NO. 90-094 A RESOLUTION AUTHORIZING ISSUANCE OF $14,800,000 CITY OF SANTA ANA MULTI-MODAL INTERCHANGEABLE RATE HEALTH FACILITY REVENUE BONDS (TOWN AND COUNTRY MANOR PROJECT) SERIES 1990 (THE "BONDS"); APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF THE TRUST INDENTURE, THE LOAN AGREEMENT AND OTHER DOCUMENTS; DESIGNATING THE TRUSTEE; NAMING THE OFFICERS OF THE CITY UPON WHOSE ORDER THE BONDS ARE TO BE DELIVERED; AUTHORIZING THE TRUSTEE TO INVEST FUNDS; APPROVING THE PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING EXECUTION OF THE FINAL OFFICIAL STATEMENT; AND VARIOUS OTHER RELATED MATTERS. W~P. BAS, the City of Santa Ana (the "City") is a municipal body politic and corporate and charter city organized and existing under a charter adopted on November 4, 1952, as amended (the "Charter"), pursuant to the Constitution of the State of California (the"State"), and has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of the Charter of the City and to act pursuant to procedures established by any law of the State, unless a different procedure is established by the Charter or by ordinance; and WI{~R~S, the City has enacted the City of Santa Ana Health Facilities Financing Law (Ord. No. NS-1664, & 1-29, 1-3-83) (the "Ordinance") and has found and declared that it is necessary, essential, a public purpose and a municipal affair for the City to be authorized to provide financing to health instructions that provide essential services to residents of the City; and W~BRRA~, under the Ordinance the City is authorized to ma~e loans to Participating Health Institutions (as defined in the Ordinance) to finance the Cost (as defined in the Ordinance) incurred by or on behalf of such Participating Health Institutions necessary or incident to the acquisition, construction, rehabilitation, or improvement or operation of health facilities, including retirement centers, and the refunding or refinancing of obligations incurred to finance such acquisition, construction, rehabilitation, improvement or operation; and W~BR~AR, Town and Country Manor of The Christian and Missionary Alliance ("Town and Country"), a not-for-profit corporation duly and validly existing under the laws of the State and a Participating Health Institution (as defined in the Ordinance) which owns and operates a retirement center located at 555 East Memory Lane in the City, has requested the City to authorize $14,800,000 aggregate principal amount of its bonds and loan the proceeds thereof to Town and Country to finance the construction of a new wing to house additional residential care apartment units, construction of a new building to house additional skilled nursing facilities, relocation of existing intermediate care units and creation of assisted living units in the existing facility, and to refinance existing indebtedness of Town and Country incurred in connection with the existing facility (collectively, the "Project"); and RESOLUTION NO. 90-094 PAGE TWO 365 WllBRRAS, the Oily ts authorized by the ordinance to issue ~14,g00,000 aggregate principal amount of lis Multi-Modal Interchangeable Rate Realth Facility Revenue Bonds (Town and Country Manor Project) Series 1990 (the "Bonds") for the purpose of ii) financing the Project and (ii) paying thc costs of issuing the Bonds; and WHKRKAS, this City Council adopted Resolution No. 90-001 on Sanuary 2, 1990 declaring itc present intent to issue the Bonds in an aggregate amount of approximately $20,000,000 the proceeds of which are to be used by Town and Country to pay the Cost, as defined in the Ordinance, of the Project, end possible issuance of the Bonds; and WIIRREAS, this City Council adopted Resolution ftc. 90-009 at a public hearing held on February 5, 1990 pursuant to the requirements of Section (f) of the lnternai Revenue Code of 1986, as amended, approving the financing of the Project through the issuance of the Bonds, accepting and approving the application of Town and Country for such financing, and authorizing the preparation of legal documents for submission to tire City Council In connection wlth the issuance of the Bonds; and WltRRRAg, the payment of principal of and Interest on the Bonds will be scented by a direct-pay Irrevocable letter of credit (the "Letter of Credit") to be Issued by Banque Paribas, New York Branch (the "Credit Issuer") pursuant to a Reimbursement and Credit Agreement to be dated as of October I, 1990 (the "Credit Agreement") between Town and Country and the Credit Issuer; and ltllBRRAg, a form of the Trust Indenture to be dated as of October I, 1990 (the "Indenture") between the City and Morgan Guaranty Trust Company of New York, as trustee (the "Trustee"), has been presented for consideration by this City Council, which Indenture establishes terms for and provides for the Issuance of security for the Bonds; and WItRRRAS, a[orm of the Loan Agreement to be dated as of October l, 1990 (the "Loan Agreement") between the City and Town and Country has been presented for consideration by this City Council, which Loan Agreement provides for the loan of the proceeds of the Bonds to Town end Country to be used, together with other available funds, to (i) finance the Project sad (Ii) pay the costs of issuing the Bonds, and pursuant to which Towmand Country wit! agree to make loan repayments sufficient to pay the principal of, premium, if any, and Interest on such Bonds; and WIIRREAS, a form of tire Assignment to be dated as of October 1, 1990 (the "Assignment") by the City in favor of the Trustee has been presented for consideration by this City Council, pursuant to which Assignment the City's right title and interest in an& to the Loan Agreement are transferred as provided In the Assignment to the Trustee; and WHEREAS, a form of the Bond Purchase Agreement to be dated on or after October 10, 1990 (the "Purchase Agreement") among g. P. Morgan Securities thC. (the "Underwriter"), Town sad Country and the City has been presented for conslderetton by this City Council, under which Purchase Agreement the City egress to sell the Bonds to the Underwriter; and RESOLUT:O, NO. 90-094 267 PAGE THREE W~R~A~, a draft of the Preliminary Official Statement (the "Preliminary Official Statement") to be used in connection with the offering and sale of the Bonds has been presented for consideration by this City Council; and WItEREAS, forms of the following additional documents have been presented for consideration by this City Council: 1. the Remarketing Agreement to be dated as of October 1, 1990 (the "Remarketing Agreement") among Town and Country, the City and J. P. Morgan Securities Inc., as remarketing agent (the "Remarketlng Agent"), 2. the Paying Agent/Registrar Agreement to be dated as of October 1, 1990 (the "Paying Agent/Registrar Agreement") between the City and Morgan Guaranty Trust Company of New York, as paying agent, bond registrar, authenticating agent and tender agent (the "Agent"), and as approved by Town and Country, and 3. the Tax Certificate and Agreement (the "Tax Agreement") to be executed by the City and Town and Country in connection with and dated the date of issuance of the Bonds; and WHER~Ag, forms of the following additional documents have been presented to this City Council for its information: t. the Reimbursement Agreement and the Letter of Credit attached thereto, 2. the Deed of Trust from Town and Country to the Trustee for the benefit of the Trustee, and 3. the Pledge Agreement to be dated as of October 1, 1990 between Town and Country and the Credit Issuer; and WHEREAS, the City desires to authorize all things necessary or convenient to the above matters, including, without limitation, the issuance of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, the Assignment, the Purchase Agreement, the Remarketing Agreement, the Paying Agent/Registrar Agreement, the Tax Agreement, the final Official Statement to be used in connection with the offering and the sale of the bonds and any necessary desirable amendments or supplements thereto; and WBER~Ag, the necessity of the Project has been fully examined and discussed, copies of the above-described proposed instrument have been provided to this City Council and presented for its consideration at this meeting, and the material provisions of such documents have been described to this City Council and fully discussed at this meeting. NOW, T~P. EFORB, BE IT RESOLVED: 1. That this City Council hereby approves the terms of the Bonds, the Indenture, the Loan Agreement, the Assignment, the Remarketing Agreement, the Paying Agent/Registrar Agreement, the Tax Agreement and the Purchase Agreement in the forms and to the effect presented to this City Council. RESOLUTION NO. 90-094 PAGE FOUR 2. That this City Council specifically approves the sale of the Bonds in the aggregate principal amount of $14,800,000 at a price of 99.55% of the principal amount thereof, such Bonds to be dated the date of closing and delivery of the Bonds resulting in there being no accrued interest owed on the Bonds and, further, that this City Council specifically authorizes the sale of the Bonds to the Underwriter. 3. That Morgan Guaranty Trust Company of New York, New York, New York, is hereby by designated Trustee under the Indenture. 4. The City Manager and Assistant City Manager, or either of them, and the Clerk of the Council are authorized and directed to execute and deliver the Bonds, the Indenture, the Loan Agreement, the Assignment, the Remarketing Agreement, the Paying Agent/Registrar Agreement, the Tax Agreement and the Purchase Agreement, and any and all certificates and other instruments described therein upon the conditions therein described, all upon the terms herein approved, and the City Manager (and, in the event of the absence or disability of such officer, the Assistant City Manager) is authorized to negotiate and approve such changes in the terms of each such instrument (prior to the execution and delivery thereof) as such officer shall, in the advice of counsel, deem necessary or appropriate, and such officer (or alternate) is hereby appointed for such purpose with power to exercise the authority of this City Council in such regard, and approval of the terms of each shall be conclusively evidenced by his execution and delivery thereof. 5. That this City Council hereby approves the use of all the documents described above and any and all certificates and other instruments described therein upon the conditions therein described and the City Manager (an, in the event of the absence or disability of such officer, the Assistant City Manager) is authorized to approve such changes in the terms of each such instrument (prior to the execution and delivery thereof) as such officer shall, on the advice of counsel, deem necessary or appropriate, and such officer (or alternate) is hereby appointed for such purpose with power to exercise the authority of this City Council in such regard. 6. That the Preliminary Official Statement is hereby approved in the form and to the effect presented to this City Council. The City Manager (and, in the event of the absence or disability of such officer, the Assistant City Manager) is hereby authorized and directed to execute, deliver and approve the distribution of a final Official Statement with respect to the Bonds, which shall be in substantially the form of the Preliminary Official Statement, with such insertions, modif~cations and amendments to the matters contained therein as may be approved by the officer of the City executing the same, the execution thereof by either of said officers to be conclusive evidence of such approval. The City hereby approves the use of the Preliminary Official Statement and a final Official Statement by the Underwriter in connection with the offering and sale of the Bonds, and the City hereby further approves the use by the Underwriter of any supplement or amendment to or restatement of the final Official Statement which is necessary so that the final Official Statement does not include any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. 371 RESOLUTION NO. 90-094 PAGE FIVE 7. That the proper officers of the City are hereby authorized, empowered and directed to take ali such further actions necessary or convenient and to execute such additional documents as they deem advisable to carry odt the purpose of this resolution and the transactions contemplated by the above-mentioned documents. 8. That the Bonds shall not constitute a debt or liability of the City and neither the faith and credit nor the taxing power of the City will be pledged to the payment of the principal of or premium, if any, or interest on the Bonds, as provided in the Ordinance. 9. That all resolutions or parts of resolutions insofar as they are inconsistent herewith are hereby rescinded. 10. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 17th day of September, 1990. ATTEST: ~ Jantce C. Guy Clerk of the Council COUNCILMEMBERS: Acosta Aye Griset Aye May Aye McGuigan Aye Norton Aye Pulido Aye Young Aye APPROVE AS TO FORM: City Attorney :amr88F