HomeMy WebLinkAboutRESO 6577. ' S2S4c • • ORIGINAL
RESOLUTION NO. 6577
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF P~LO ALTO
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PALO ALTO
INSURED REVENUE BONDS (LYTTON GARDENS HEALTH CARE CENTER),
REFUNDING SERIES 1986, THE EXECUTION AND DELIVERY OF AN
INDENTURE, LOAN AGREO'..ENT, CONTRACT C..F INSURANCE, REGULATORY
AGREEMENT, ESCROW AGREEMENT, OFFICIAL STATEMENT AND CONTRACT
OF PURCHASE A!'ID CERTAIN OTHER AC".TJ.ONS IN CONNECTION THEREWITH
WHEREAS, the City of Palo Alto (the "City") is a
municipal corporation and charter citr duly er9anized and
existing under • freeholders' charter pursuant to which t.~e
City has the right and power to make and enforce all law~ and
regulations in respect to municipal affairs and certain other
matters in accordance with and as more particularly provided
in Sections 3, S and 7 of Articl~ XI of the Cor.stitution of
the State of Califo:rnia and Article II of the Charter of the
City (the ~charter");
WHEREAS, the City Council of the City (the
"council"), acting under ar.~ pursuant to the powers reserV"ed
t~ the City under Sections 3 1 S and 7 of Article XI of the
Cons~itution of the State of California and Article II of the
Charter has established by adoption of the City of Palo Alto
Health Faci~ity Financ_nq Law (tile "Law") a procedure for ~j~e
aut~~rizati~n. issuance and sale of revenue bonds by the City
for the pu~pose, inter alia, of pr~vidinq financing for
health facilities as ~j)ecified therein;
WHER~AS, the City has determined to en9aqe ir. a
program of making loans to health facilities pursuant to the
Law, and has determined to borro~ money for such purpcse by
the i~suance of revenue bonds as authorized by the Law;
WHEREAS, the City has previously issued the City of
Palo Alto Insured Health Facility Revenue Bonds (Lytton
Gardens Convalescent Hospital}, Series A (the "Series A
Bonds"), in an aqqreqat~ princi~al amount of nine million
five hundred seventy thousand dollars ($9,570,000) fo1 the
purpose of p~ovidin9 moneys to make a loan to Comm~nity
Housing, Inc. ("Com.~unity") to assist in the construction of
a i20-bed ski lle .: nursin9 facility (the "Project") wh!ch
Project is now owned and operated by Lytton Gardens, Inc.
lthe "Corporation");
lBEREAS, the City has previously issued the City of
Palo Altc Insured Revanue BonJs (Lytton Gardens Convalescent
Hospital), Series 1982 (the "Series 1982 Bonds~), in an
' ' • •
aggregate principal amount of ten million four hundrad
thousand dollars ($10,400,000) for the purpose of refunding
the Series A Bonds and to provide additional funds !or the
Project;
WHEREAS, the Corporation has now requested the
iinancial assistance of the City in pro,.·iding funds to refund
the Series 1982 Bonds and the City has now detf:rrnined to
issue the Cit:y of Palo IHto Insured Revenue Bonds (Lytton
Gardens Heatth Care CenterL Refunding Series 1986 (the
"Bonds"), in a~ aggregate principal amount of not to exceed
!~urteen million dollars ($14,000,000) for such purpose;
WHEREAS, assisting in the refunding of the
Series 1982 Bonds and the refinar.cing of such improvements i£
in the public int~rest ann will alleviate a financial er
operating hardship of the Corporatio~;
WHEREAS, all acts, conditions and thini;s requii·ed
by the Law, and by all o~her laws of the State ~f California,
to exiet, have happenad and have been perforr.1ed by tn~ C'tty
precedent to and in connection with the i~suance of th~ ~onds
exist, hav-. happened1 and n~ve been performed by the City in
regular an~ due time, form and manne~ as required by law, and
the City of Palo Alto is now duly authorized and empowered,
pursuant to ~ach and every requirement of law, to issue the
Bonds for the purpose, in the manner and upon the terms
herein i:rcvided;
NOW, TSEkEFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF PALO ALTO •• follows:
Section l. The Council does hereby find and
declare that the above recitals are t:.-ue and correct and that
the issuanc~ of the Bonds is a municipal affair and a proper
public purpose.
~ection 2. Pursuant to the Law, the Bonds shall be
issued in '\.,he a9qre9ate principal amount not to exceed
fourteen m1llion dollars ($14,000,000).
Section 3. The proposed form of Indenture, dated
ae of December l. 1986, between the City and Security Pacific
National Bank, as trustee, presented at this meetinq1 is
hereby approved, and the Mayor or Vic:e-Mayor and City Cle1·k
or Assistant City Clerk are hereby aut!lo~ized and directed.
for and in the name and on behalf of the City, to execute,
acknowled9• a~d deliver to the Trustee an ~ndenture in
subst•ntially sai~ form with such changes ~.herein as the
officer• executinQ the same, with the advic• of the ~ity
Attorney, may approve, such approval to be conclusively
2
• •
evidenceJ by the execution and delivery thereof. The amount,
the date, maturity dates, interest rate or rates, privileges,
manner of execution, place or places of payment, terms of
redemptirn and other terms of the Bonds shall be as provided
in the Indenture, as fin~lly executed.
Section 4. Security Facific National Bank, Los
Angeles, California, is hereby appointed as trustee for the
City and the owners of the Bonds, with the duties and powers
of such trustee as set forth in the Indentur~.
Section S. The proposed form of Contract of
Purchase, dated as of December , 1986, between the City und
Smith ~arney, Harris Upham & Co-.-Inc., presented at this
meeting, is hereby approved. The Mayor or Vice-~ayor ana
City Clerk or Assistant City Clerk £re hereby authorized and
directed to approve the final terms of the sale of the Bonds
{including a net tnterest cost not to exceed 8%) and to
evidence the City's acceptance of the offer made thereby by
exer.uting and delivering the Contract of Purchase in
substantially said form, with such changes therein as the
officers executinq the same, with tha a~vice of the City
Attorney, may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 6. The Mayer and the City Clerk are hereby
authorized and directed to eKecute, for and in the name 2nd
on behalf of the City and under ite seal, the Bonds in an
a9qre9ate princ:pal amount not to exceeJ fourteen million
dollars ($14,000,000) in accordance with the Contract of
Purchase and the Indenture, and in the form set forth in the
lnd1.?nture.
Se:tion 7. The proposed form of Official Statement
to be used in connection with the offer and sale of the Bonds
is hereby adopted and approved,. and th<.t Mayor or Vic.:e-Mayor
and the City Clerk or Assistant Ci~y Clerk are hereby
authorized to e~ecute and deliver the same with such chanqes
therein as the officers executing the same, with the advice
of the City Attorney may require or approve, such approval to
b~ conclusively evidenced by the exec\J•.ion artd delivery
thereof. Smith Barney, Barris Upham l ·~. Inc., is heruby
authorized to distribute copies of th1 ... :ficial Statement, as
finally executed, to persons who may be interested in the
purchase of the Bonds and is directed to deliver such copies
to all actual purchasers of the Bonds. Distrib~tion of the
Official Statement in preliminary form is hereby approved ar • ..l
ratified.
Section 8. The proposed form of Loan Agreement and
Escrow Aqreement presented at this meeting are hereby
3
·. • •
approved. The Mayor or Vice·Mayo~ &nd the City Clerk or
Aseistant City Clerk are hereby authDrized and directed to
execute and deliver such ~qreemente, !or and in the name and
on behalf of the City, with such changes therein a~ the
officers executing the same, with the advice o! the City
Attorney, may approve, such ~pproval to be c~nclusively
evidenced by the execution and delivery thereof.
S~~tion 9. The propos~d form of Contract of
Insurnnce and Requlatory Agreement, presented at this
mee~ing, are hereby approved. The Mayor or Vice-Mayor and
the City Clerk or Assistant City Clerk are hereby authorized
and directed to execute such a~reements, for ancl in the name
and ~n behalf of the City, with such changes therein as the
officers exe .. utinq the sarr.e, with the advice of the City
Attorney, may approve, such approval to be concl•isi vel y
evidenced by the er.ecution and delivery thereof.
Section lC. The Bonds, when executed pursuant to
Section 6 hereof, shali be delivered to the Tru,tee for
authentication. The Trustee is hereby requested and Jirected
tc a~thenticate th~ Bonds by executinq the Trustee's
certificate of authentication appearinq thereon, and to
deliver the Bonds, when duly executed and authenticat~d, to
Smith Barney, Har4is Upham & Co. Inc., in accordance with
written instructicns executed on behalf of the City by the
Mayor or Vice-Mayor and t:.a City Clerk or Aesistant City
Clerk, which instructions such officers are hereby 5uthorized
and directed, in the name and on behalf of the City, tc
execute and deliver to the Trustee. Such instructions shall
provide for the delivery of the Bonds to Smith Barney, Harri3
Upham & Co. Ire., upon paym~nt of the purchase price thereof.
'ection 11. The officers of the City are hereby
aut~.cri.zed and directed, jointly and severally, to do an}' and
all things and to execute and deliver a.ny and all cocurr•.ar.1:Ei
and certificates, includir19 arbitrage certi!.icateE, whicl:
they may deem neces;;ary or advisable in order to consummate
the issuance, sale and delivery of the Bonds and the
refunding of the 5eries 1982 Bonds and otherwise to
effectuate the purposes; of this resol11tion.
4
• •
Section 12. This resolution shall take effect
immedi•tely.
INTRODUCED AND PASSED: December 1 ' 1986
AYES: Bechte1, Cobb, Patitucci, Renzel, Sutorius. Woolley
NOES: None
ABSTENTIONS: None
ABSENT: Fl etcher, Klein, Levy
nTTEST: ,1 /,..:.-~
APPROVED:
AP~:u-~
CiyAttOey 7
5
Mayor