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RES-9085 Approving Installment Purchase Financing for Assisted Living FacilityRESOLUTION NO. 9085 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE APPROVING AN INSTALLMENT PURCHASE FINANCING IN AN AMOUNT NOT TO EXCEED $7,500,000 TO BE UNDERTAKEN BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY IN ORDER TO FINANCE THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF AN ASSISTED LIVING FACILITY BY REDWOOD TOWN COURT. WHEREAS, pursuant to the provisions of the Joint Powers Act, compnsmg Article 1, Article 2 and Article 3 of Chapter 5 of Division 7 of Title I (commencing with Section 6500) of the Government Code of the State of California ("the Act"), a number of California cities and counties entered into a joint exercise of powers agreement ("the Agreement") pursuant to which the California Statewide Communities Development Authority ("the Authority") was organized; and WHEREAS, the Authority is authorized by its agreement to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements in order to promote economic development; and WHEREAS, the Authority is authorized by a resolution adopted March 21, 1991 to issue bonds, notes or other indebtedness, or certificates of participation in leases or other agreements to fmance or refmance health care facilities owned and/or leased and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 and which are determined by the Authority to satisfy the criteria set forth in such resolution; and WHEREAS, pursuant to the provisions of the Act, the cities. and counties which are the contracting parties comprising the membership of the Authority are authorized to jointly exercise any power common to such contracting parties, including, without limitation, the power to acquire and dispose of property, both real and personal; and WHEREAS, the City of Orange is a program participant of the Authority, and such city is authorized to acquire and dispose of property, both real and personal, pursuant to the provisions of Article I, Chapter 5, Part 2 of Division 3 of the Government Code of the Act; and WHEREAS, Redwood Town Court, (the "Corporation"), a nonprofit public benefit corporation and wholly-controlled subsidiary of Southern California Presbyterian Homes, a California non-profit corporation, has requested that the California Statewide Cormnunities Development Authority ("CSCDA") participate in an installment purchase financing (the "Financing") for the purpose of financing the acquisition, construction and equipping of an assisted living facility (the "Project") to be known as Kirkwood at Orange the " Facilities"); and WHEREAS, in connection with the Financing, CSCDA and the Corporation will enter into an installment purchase agreement (the "Purchase Agreement") under which the Corporation will sell the Facilities to CSCDA and CSCDA will agree to make payments the "Installment Payments") to the Corporation for the purchase thereof; and WHEREAS, certificates of participation (the "Certificates") in an aggregate principal amount not to exceed $7,500,000 each representing a proportionate undivided interest in the Installment Payments, will be executed, delivered and sold in connection with the Financing; and WHEREAS, proceeds of the Certificates in an amount not to exceed $7, 500,000 are expected by the Corporation to be used for the Project; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the Code") the Financing and the execution and delivery of the Purchase Agreement by CSCDA must be approved by the City because the Facilities are located within the territorial limits of the City of Orange (the " City"); and WHEREAS, the City Council is elected legislative body of the City and is one of the applicable elected representatives required to approve the Financing and the execution and ddivery of the Purchase Agreement under Section 147(f) of the Code; and WHEREAS, CSCDA and the Corporation have requested that the City Council approve the Financing and the execution and delivery of the Purchase Agreement in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 9 of the Agreement; and WHEREAS, pursuant to Section I47(f) of the Code, the City Council has,following notice duly given, held a public hearing regarding the Financing and the execution and delivery of the Agreement and the Purchase Agreement and now desires to approve the Financing and the execution and delivery of the Agreement and the Purchase Agreement. . . . .Reso No. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Orange, as follows: 1. The City Council hereby approves the Financing described above and the Purchase Agreement. It is the purpose and intent of the City Council that this resolution constitute approval of the Financing and the execution and delivery of the Purchase Agreement (and the execution and delivery of the certificates of participation related thereto) for the purposes of (a) Section I47(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Facilities are to be located, in accordance with said Section 147(f), and (b) Section 9 of the Agreement. 2. The officers of the City are hereby authorized and directed, jointly and se:verally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby. ADOPTED this 23rd day of March, 1999. ATTEST: 7 City Clerk of I 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 23rd day of March, 1999, by the following vote: AYES: NOES: ABSENT: ABSTAIN: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: COUNCIL MEMBERS: MURPHY, SLATER, COONTZ, SPURGEON, ALVAREZ NONE NONE NONE A-AAA~tI C~ 4AT-City Clerk of City of Orange dg 3-Reso No.