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HomeMy WebLinkAboutReso 1975-7720 RESOLUTION NO. ~~Z~ A RESOLUTION APPROVING BAY GENERAL COMMUNITY HOSPITAL AND TAX-EXERT BONDS AND NOTES TO BE ISSUED TEiEREBY AND ACCEPTING THE GIFT OF A HOSPITAL FACILITY TO BE ACQUIRED THEREBY. WHEREAS, Bay. General Community Hospital, a California nonprofit corporation (the "Corporation"), has as its primary purpose the promotion of the common good, community welfare and general welfare of the residents of the City of Chula Vista and its environs through the acquisition and operation of a hospital facility located in the City of Chula Vista; and WHEREAS, tl}e ownership and operation of a hospital facility by a nonprofit corporation will provide necessary and beneficial improvements to the quality of health care provided to the citizens of the City of Chula Vista and its environs; and WHEREAS, the City of Chula Vista does hereby determine that the owner- ship and operation of a hospital facility by a nonprofit corporation would provide for the most efficient operation of a hospital facility, thereby reducing the cost of medical care to the citizens of Chula Vista and its environs; and WHEREAS, the Corporation has developed a plan to acquire, on behalf of the City of Chula Vista, an existing hospital facility located in the City of Chula Vista owned by a California partnership and operated by a California for profit corporation, doing business as Bay General Hospital,, and to acquire the assets of the California for profit corporation; and WHEREAS, the Corporation proposes to finance the acquisition of such hospital facility by the issuance of its First Mortgage Hospital Bonds in the amount of $7,500,000 (the "Bonds") and Subordinated Hospital Notes in the amount of $1,500,000 (the "Notes"); and WHEREAS, the Corporation has filed copies of the following documents with the City Clerk: 1. a proposed Indenture of Mortgage and Deed of Trust; 2. a proposed Agreement to Issue Notes; 3. Articles of Incorporation of the Corporation, as amended, and proposed amendments thereto which will become effective prior to issuance of the Bonds and Notes; 4. Bylaws of the Corporation, as amended, and proposed amendments thereto which will become effective prior to issuance of the Bonds and Notes; 5. a proposed form of corporation Grant Deed; and 6. a proposed form of Bill of Sale;• and WHEREAS, pursuant to the Indenture of Mortgage and Deed of Trust, the City of Chula Vista will have the sole and exclusive option to purchase all right, title and interest of the Corporation in the hospital facility at any time for an amount sufficient to pay and discharge the entire indebtedness represented by the Bonds and the Notes and WHEREAS, the Grant Deed and Bill of Sale will be held in escrow by the Trustee under the Indenture of Mortgage and Deed of Trust and will be delivered to the City of Chula Vista when all of the Bonds and Notes and!intereat thereon shall have been paid or redeemed or upon the exercise of the option given to the City of Chula Vista; and WHEREAS, the Bonds and Notes will bear interest exempt from federal income taxation pursuant to a ruling to be obtained from the Internal Revenue Service; and WHEREAS, the City of Chula Vista will obtain full legal title to the hospital facility upon retirement of the Bonds and Notes; and WHEREAS, the City of Chula Vista will have a beneficial interest in the Corporation while the Bonds and Notes remaiai outstanding; and WHEREAS, an insubstantial amount of the net proceeds of the Bonds will be used by the Corporation as working capital. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Chula Vista ~^ follows: 1. It is hereby found, determined and declared that the proposal of the Corporation for the acquisition of the hospital facility and for the financing of such acquisition, including incidental costs, by the issuance of the Bonds and Notes will be in the interest of the residents of the City of Chula Vista and its environs and will not impose any obligation or burden upon the City of Chula Vista prior to the vesting of title to the hospital facility in the City of Chula Vista. 2. The Corporation is hereby approved. 3. The Bonds and No tea, substantially in the forms contained in the proposed Indenture of Mortgage and Deed of Trust and the proposed Agreement to Issue Notes on file. with the City Clerk, with such changes as the City Attorney may approve, are hereby approved. 4. This City Council, on behalf of the City of Chula Vista, hereby (i) accepts from the Corporation the transfer by gift of the hospital facility, as c~~fined in the forms of the above referenced documents on file with the City Clerk, when all of the Bonds and Notes and interest thereon have been paid, (ii) agrees that title thereto will vest in the City of Chula Vista upon such payment and after delivery to the City of Chula Vista of the Grant Deed and the Bill of Sale for the hospital facility and (iii) accepts the option to purchase the hospital facility before that date upon certain events and conditions specified in the proposed Indenture of Mortgage and Deed of Trust. R ~ 7~ -s- 5. This City Council, on behalf of the City of Chula Vista, hereby approves the operation of the hospital facility by the Corporation, to the full extent authorized by its Articles of Incorporation and Bylaws and by the nonprofit corporation laws of the State of California, including, but not limited to [he purchase or lease of equipment as may be necessary for the operation of the hospital facility and the borrowing of funds, to the extent necessary and permitted in the Indenture of Mortgage and Deed of Trust, for such purposes ae are deemed by the Board of Directors of the Corporation to be in its beat interests. Presented and Approved as to Form by ,;_,- .. ~~. _ //, George D. Lindberg, City Attor -3- ~~7~ ADOPTED AND APPROVED BY THE CITY COUNCIL OF .THE CITY OF CHULA VISTA, CALIFORNIA, this 6th day of May , 1975 , by the following vote, to-wit: AYES: CouriciZmen Egdahl, Scott, Hobel, Hyde NAYES: Councilmen None ABSENT: ABSTAIN: Ccuncilmen Councilmen None Hamilton Mayor of the City of Chula Vzsta ATTEST City Clerk STATE OF CALIFORNIA COUNTY OF SAN DIEGO } CITY OF CHULA VISTA j ss~ I, JEh'ttiiE M. FULASZ, City Clerk of the Ci~y -;f Chula Vista, C'aZforraia, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct, eopzd of and that the same has not been amended or repealed, DATED !SEAL) ty CZer CC-660 ~77~