RES-9046 Approving Installment Purchase Financing to Benefit St. Joseph Health SystemRESOLUTION NO. 9046
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE
APPROVING AN INSTALLMENT PURCHASE FINANCING TO BE
UNDERTAKEN BY THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY TO BENEFIT ST. JOSEPH HEALTH
SYSTEM AND ST. JOSEPH HOSPITAL OF ORANGE
WHEREAS, St. Joseph Health System, St. Joseph Hospital of Orange and certain
other affiliates of St. Joseph Health System, each a nonprofit public benefit corporation
collectively, the "Health Institutions"), have requested that the California Statewide Communities
Dev<elopment Authority ("CSCDA") participate in an installment purchase financing for the
purpose of, among other things, financing the acquisition, improvement and equipping (the
Financing") of certain health facilities owned or operated by St. Joseph Hospital of Orange (the
Facilities") located in the City of Orange (the "City").
WHEREAS, in connection with the Financing, CSCDA and the Health Institutions
will enter into an Installment Purchase Agreement (the "Purchase Agreement") under which the
Health Institutions will sell, among other things, the Facilities to CSCDA and CSCDA will agree to
make payments (the "Installment Payments") to the Health Institutions for the purchase thereof;
and
WHEREAS, simultaneously with such sale under the Purchase Agreement, CSCDA
and the Health Institutions will enter into an installment sale agreement (the "Sale Agreement")
und'~r which CSCDA will sell, among other things, the Facilities back to the Health Institutions and
the Health Institutions will agree to make payments to CSCDA for the purchase thereof, with the
result that title to the Facilities will remain with St. Joseph Hospital of Orange; and
WHEREAS, certificates of participation (the "Certificates") in an aggregate
principal amount not to exceed $65,000,000, each representing a proportionate undivided interest in
the Installment Payments, will be executed, delivered and sold in connection with the financing;
and
WHEREAS, a portion of the proceeds of the Certificates will be used for the
FimUlcing; 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;
and
WHEREAS, the City Council is the elected legislative body of the City and is one
of the applicable elected representatives required to approve the Financing and the execution and
delivery of the Purchase Agreement under Section 147(f) of the Code; and
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WHEREAS, CSCDA and the Health Institutions 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 Joint Exercise of Powers Agreement (the "Agreement"), dated as of June 1, 1988,
among certain local agencies and entered into by the City of Orange on May 13, 1993 and ratified
by CSCDA on May 24,1993 and filed with the Secretary of State on June 4,1993; and
WHEREAS, pursuant to Section 147(f) ofthe Code, the City Council has, following
notice duly given, held a public hearing regarding the Financing and the execution and delivery of
the Purchase Agreement, and now desires to approve the Financing and the execution of the
Purchase Agreement.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Orarlge, 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) for the purposes of (a) Section 147(f) of the Code by the
applicable elected representatives of the govemmental unit having jurisdiction over the area in
which the Facilities are located, in accordance with said Section 147(f) of the Code, and (b) Section
9 ofthe Agreement.
2. The officers of the City are hereby authorized and directed, jointly and
seve:rally, 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.
3. This resolution shall take effect immediately upon its passage.
ADOPTED this 8th day of December 1998.
ArrEST:
1/
G~tv--~~A7f-
Cassandra J. Cat , City Clerk of the CIty of Orange
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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 8th day of December
1998, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
COUNCIL MEMBERS: MURPHY, SLATER, COONTZ, SPURGEON ALVAREZ
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
COUNCIL MEMBERS: NONE
411""A'A~eTAr~
Cassandra J. Cathc , ity Clerk of the
City of Orange
Reso 9046/cc
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