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Home My WebLink AboutRESO 6605RESOLUTION NO. 6605 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALO ALTO AUTHORIZING THE ISSUANCE AND SALE OF CITY OF PALO ALTO INSURED RE\7ENUE BONDS (PALO ALTO MEDICAL FOUNDATION), SERIES 1987, THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, CONTRACT OF INSURANCE, REC 'JLATORY AGREEMENT, OFFICIAL STATEMENT AND CONTRACT OF PURCHASE AND CERTAIN OTHER ACTIONS IN CONtw"ECTI ON THEREWITH WHEREAS, the City of Palo Alto (the "City") is a munic~.pal corp<Jration and charter city duly orqanized and existinq under a freeholders' charter pursuant to which the City has the right and power to make and enforce all laws and requlations in respect to municipal affairs a.::1d certain other matters in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Constltution of the State of California and Article II of the Charter of the City (the "Charter"); WSEREAS, the City Council of the City (the "Council"), aetin9 under and pursuant to the powers reserved to the City under Sections 3, S and 7 of Article XI of the Constitution of the State of California and Article II of the Charter has established by adopt~on of •be City of Palo Alto Health Facility Financing Law (the "Law·) a procedure for the authorization, issuance and sale of revenue bonds by the City for the purpose, inter alia; of providing financing for health facilities as specified therein; WHEREAS, the City has determined to engage in a program of making loans to health facilities pursuant to the t.. 1, and has deterrlined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Law; WHEREAS, the Palo Alto Medical Foundation for Health Care, Research and Education (the "Corporation") has now requested the assistance of the City in providinq funds to acquir~. improve and equip certain health facilities comprised of a diagnostic:: treatment center and medical clinic in the City of Palo Alto and the City has now determined to issue the City of Palo Alto Insured Revenue Bonds (P9.lo Alto Medical Foundation), Series 1987 (the •Bonds"), in an agqreqate principal amount of not to exceed twenty-eight million dollars ($28,000,000) for aueh s:urpose; WHEREAS, assisting in the acquisition, improvement and equippi~9 ?f th•~• health facilities is in the public irtereat; S703d WHEREAS, all acts, conditions and things required by the Law, and by al1. other laws of the State of California, to exist, have happened and have been performed by the City precedent to and in connection wjth the issuance of the Bonds exist, have happened, and have been performed by the City in regular and due time, form anci manner as required by law, and the City of Palo Alto is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALO ALTO as follows: Section 1. The Council does hereby find and declare that the above recitals are true and c~rrect and that the issuan~e of the Bonds is a municipal affair and a proper public purpose. Section 2. Pursuant to the Law, the Bonds shall be issued in the aggregate principal amount of not to exce~d twenty-eight million dollars ($28,oOO,OOO). Section 3. The prQposed form of Indenture, dated as of May 1, 1981, between the ~ity and The Bank of California, N.A., as tru~tee, presented at this meeting, is hereby approved, and the Mayor or Vice-Mayor and City Clerk or Assistant City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver to the T1'Ustee an Indenture in substantially said form with such changes therein as the officers executing the aame, with the advice of the City Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The ar.tount, the date, maturity dates, interest rate or rates, privileges, manner of execution, place or places of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture, as finally executed. Section 4. The Bank of Californ~a, N.A., 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 sat forth in the Indenture. Section S. The pi·oposed f (;)rlll of Contract of Purchase, dated during hpril 1987, between the City and Cain Brothers, Shattuck & Company, presented at thta meeting, is hereby approved and the Mayor or Vice-Mayor and City Clerk or Assistant City Clerk are hereby authcrized and directed, for and in the name of and on beh•lf of the City, to approva the final term.a of the aale of the Bonde (including a net 2 571)3cl interest cost not to exceed 8%) and to evidence the City'• acceptance of the of fer made thereby by executin; and deliverinq the Contract of Purchase in substantially said form, with such changes therein as the officers executinq the same, with the advice of the City Attorney, may require or approve, such approval to be conclusively ~videnced by the execution and deliveTy thereof. Section 6. The MP.yor and the City Clerk e.rg hereby authorized and directed to ex~~ute, for and in the name and on behalf of the City and ~nder its seal, the Bonds in an aqqreqate principal amount not to exceed twenty-eiqht million dollars ($28,000,000) in accordance with the Contract of Purchase and the Indenture, and in the form set forth in the Indenture as finally executed. Section 7. The proposad form of Official Statement t~ be used in connection with the offer and sale of the Bonda is hereby adopted and approved, and the Mayor or Vice-Mayor and the City Clerk or Assistant City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver tne same in substantially said form with such chanqes therein as the officers executinq the same, with the advice of the City J;.ttorney may raqui re or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Cain Brothers, Shattuck & ~ompany is hereby authorized to distribute copies of the Official Statement, as finally executed, to persons who may be interested in the purchase of the Bonds a~d is directed to deliver such copieL. to all actual purchasers of the Borids. Distribution of the Official Statement in preliminary form is hereby approved and rat:t.fied. Section 8. The proposed form of Loan Agreement presented at this meeting is hereby approved and the Mayor or Vice-Mayor and the City Clerk or Assistant City Clerk are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver such agreement in substantially said form with such chLiqes therein as the officers executing ti'te same, with the advice of the City Attorney, m3y require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The propos~d form of Contract of Insurance and Regulatory Agreement, presented at this meeting, are hereby approved and the Mayo~ or Vice-Mayor and the City Clerk or Assistant City Clerk are hereby authorized SUld directed, for and in the name and on behalf of the City, to execute such agreements in substantially said form with such ca&nqes therein as the officers executinq the same, with the advice of the City Attorney, may require or approve, such 3 5703d approval to be conclusively evidenced by the execution and delivery thereof. Section 10. 'l'he Bonds1 when executed pursuar1t to Section 6 hereof, shall be delivered to the Trustee for authentication. The Trustee is hereby requ~sted and directed to authenticate the Bonds by executinq the Trustee's certificate of authentication appearinq thereon, and to deliver the Bonds, when duly executed and authenticated1 t~ Cain Brothers, Shattuck & Company in accordance with written instructions executed on behalf of the City by the Mayor or Vice-Mayor and the City Clerk or Assistant City Clerk, which instructions such officers are hereby authorized and directed1 for and in the name and on behalf of the City, to execute and deliver to the T~ustee. Such instructions shall provide for the delivery of the Bonds to Cain Brothers, Shattuck & Company1 upon payment of the purchase price thereof. Se~tion 11. The City Manaqer or Director of Finance is hereby authorized1 for and in the name and ~n behalf of the City, to approve and to execute and deliver any amendments, chanqes ~r modifications to the Indenture, the Loan Aqreement or other documents executed in connection with the issuance of the Bonde1 includin9, without limitation, appro .. ring the substitution and forn and content of a letter of credit or insurance pol icy for reserve deposits o.: approving the entity to perform and the form and content of the professional services contract of the entity to perform rebate calculations under the Indenture, as such officer shall deem appropriate, necessary or advisable, subject to the limitations set forth in such documents and the Indenture or any supplemental indentures thereto. Section 12. The officers of the City are hereby authorized and directed, joi~tly and severally, to do any and all things and to execvtP and deliver any and all documents and certificates, including arbitrage certificates, which they may deem necessary or advisable in order to consummate the issuance1 sale and delivery of the Bonds and the acquisition, improvement and equipping of the health facilities and otherwise to effectuate the purposes of this resolution. 4 5703d . -" -----------. . . Section 13. The firm of Jones Hall Hill and White, A Professional Law Corporation, San Francisco, California, is hereby approvod as the Rebate Calculator for purposes of Section 5.09 of the Indenture referenced in Section 3 hereof and in ~ccordance with a contract to be entered into by the Corporation with said firm. Section 14. This resolution shall take effect im.mediately upon its passage. INTRODUCED AND PASSED: Apri 1 27 I 1987 AYES: NOES: Bechtel, Fletcher, levy, Patitucri, Renzel, Sutorius, Woolley None ABSTENTIONS: Klein ABSENT: Cobb ATTEST: J_ APPROVED AS TO FORM: ~,_)~ City Att"o 5703d APPROVED: .. . ~ Mayor