RES-10827 Issuance of Kirkwood Assisted Living ResidenceRESOLUTION NO. 10827
RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF A JOINT EXERCISE
OF POWERS AGREEMENT RELATING TO THE
CALIFORNIA MUNICIPAL FINANCE AUTHORITY
AND APPROVING THE ISSUANCE OF ONE OR
MORE TAX - EXEMPT OBLIGATIONS BY THE
AUTHORITY FOR THE PURPOSE OF
REFINANCING THE CONSTRUCTION AND
EQUIPPING OF AN ASSISTED LIVING COMPLEX
FOR THE BENEFIT OF KIRKWOOD ASSISTED
LIVING RESIDENCE (ORANGE).
WHEREAS, pursuant Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California (the "Act "), certain public agencies (the "Members ") have entered into
a Joint Exercise of Powers Agreement Relating to the California Municipal Finance
Authority, dated as of January 1, 2004 (the "Agreement ") in order to form the California
Municipal Finance Authority (the "Authority "), for the purpose of promoting economic,
cultural and community development, and in order to exercise any powers common to the
Members, including the issuance of bonds, notes or other evidences of indebtedness; and
WHEREAS, the City of Orange, California (the "City "), has determined that it is in
the public interest and for the public benefit that the City become a Member of the Authority
in order to facilitate the promotion of economic, cultural and community development
activities in the City, including the financing and refinancing of projects therefor by the
Authority; and
WHEREAS, there is now before this City Council (the "City Council ") the form of
the Agreement; and
WHEREAS, the Agreement has been filed with the City, and the members of the
City Council, with the assistance of its staff, have reviewed said document; and
WHEREAS, the Authority is authorized to issue tax - exempt obligations for the
purpose, among others, of refinancing the acquisition and construction of capital projects;
and
WHEREAS, Kirkwood Assisted Living Residence (Orange) (the "Borrower ") has
requested that the Authority issue and sell one or more tax - exempt obligations in the
maximum principal amount of $4,250,000 (the "Obligations ") for the purpose of making a
loan to the Borrower, to enable the Borrower to refinance the construction and equipping of
the assisted living complex known as Kirkwood Orange, located at 1525 E. Taft Avenue in
the City (the "Project "); and
WHEREAS, in order for the interest on the Obligations to be tax - exempt, Section
147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), requires that an
applicable elected representative" of the governmental unit, the geographic jurisdiction of
which contains the site of facilities to be refinanced with the proceeds of the Obligations,
hold a public hearing on the issuance of the Obligations and approve the issuance of the
Obligations following such hearing; and
WHEREAS, the Authority has determined that the City Council is an "applicable
elected representative" for purposes of holding such hearing; and
WHEREAS, the Authority has requested that the City Council approve the issuance
of the Obligations by the Authority in order to satisfy the public approval requirement of
Section 147(f) of the Code and, the requirements of Section 4 of the Agreement; and
WHEREAS, notice of such public hearing has been duly given as required by the
Code, and this City Council has heretofore held such public hearing at which all interested
persons were given an opportunity to be heard on all matters relative to the refinancing of the
Project and the Authority's issuance of the Obligations therefor; and
WHEREAS, it is in the public interest and for the public benefit that the City Council
approve the issuance of the Obligations by the Authority for the aforesaid purposes;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL, AS
FOLLOWS:
Section 1 . The foregoing resolutions are true and correct.
Section 2 . The Agreement is hereby approved and the Mayor, the City Manager
or designee of either is hereby authorized and directed to execute said document, and the City
Clerk or such Clerk's designee is hereby authorized and directed to attest thereto.
Section 3 . The City Council hereby approves the issuance of the Obligations by
the Authority. It is the purpose and intent of the City Council that this resolution constitute
approval of the issuance of the Obligations (a) by the "applicable elected representative" of
the governmental unit having jurisdiction over the area in which the Project is to be located
in accordance with Section 147(f) of the Code and; (b) by the City Council in accordance
with Section 4 of the Agreement.
Section 4 . The issuance of the Obligations shall be subject to the approval of the
Authority of all financing documents relating thereto to which the Authority is a party. The
City shall have no responsibility or liability whatsoever with respect to the Obligations.
Section 5 . The adoption of this Resolution shall not obligate the City or any
department thereof to (i) provide any financing to acquire or construct the Project or any
refinancing of the Project; (ii) approve any application or request for or take any other action
in connection with any planning approval, permit or other action necessary for the
acquisition, construction, improvement or operation of the Project; (iii) make any
contribution or advance any funds whatsoever to the Authority; or (iv) take any further action
with respect to the Authority or its membership therein.
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Section 6 . The executing officers, the City Clerk and all other proper officers and
officials of the City are hereby authorized and directed to execute such other agreements,
documents and certificates, and to perform such other acts and deeds, as may be necessary or
convenient to effect the purposes of this Resolution and the transactions herein authorized.
Section 7 . The Clerk shall forward a certified copy of this Resolution and an
originally executed Agreement to the Authority in care of its bond counsel:
Marc F Bauer, Esq.
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, Ste. #3200
Los Angeles, CA 90017
Section 8 . This resolution shall take effect immediately upon its passage.
ADOPTED this 25 day of November, 2014
1tzt-
Teresa E. Smith, Mayor, City of Orange
ATTEST:
Mary E. rphy, City Clerk, C' ange
I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby
certify that the foregoing Resolution was duly and regularly adopted by the City Council of
the City of Orange at a regular meeting thereof held on the 25 day of November, 2014 by
the following vote:
AYES:COUNCILMEMBERS:Alvarez, Whitaker, Smith, Murphy, Bilodeau
NOES:COUNCILMEMBERS:None
ABSENT:COUNCILMEMBERS:None
ABSTAIN:COUNCILMEMBERS:None
Mary E. City Clerk, City ange