Loading...
HomeMy WebLinkAboutReso 1977-8743Bay General s,ocl-2 RESOLUTION NO. 8743 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, APPROVING THE REFINANCING OF BAY GENERAL COMMUNITY HOSPITAL WHEREAS, pursuant to Resolution No. 7720, adopted on May 6, 1975, and Resolution No. 7893, adopted on September 16, 1975 (said Resolution Nos. 7720 and 7893 being herein collectively referred to as the "1975 Resolutions"), the City Council of the City of Chula Vista, California (the "City"), approved the acquisition of an existing hospital facility by Bay General. Community Hospital, a California nonprofit corporation (the "Corporation"), the operation thereof by the Corporation and the method for the financing thereof, accepted the future transfer by gift of the existing hospital facility to the City and accepted the option to purchase the existing hospital facility upon certain events and conditions contained in an Indenture of Mortgage and Deed of Trust between the Corporation and Southern Calif- ornia First National Bank, as Trustee, dated as of September 1, 1975 (the "1975 Indenture"); and WHEREAS, pursuant to the 1975 Resolutions, the 1975 Indenture and an Agreement to Issue Notes, dated as of September 1, 1975, the Corporation issued its First Mortgage B143-1 (gl) 7/20/77 Bay Ge:ieral 5,001-2 Hospital Revenue Bonds, Series 1975 (the "Series 1975 Bonds"), in the principal amount of seven million six hundred seventy- five thousand dollars ($7,675,000), and its Subordinated Hospital Notes (the "1975 Notes"), in the principal amount of one million five hundred thousand dollars ($1,500,000), all on behalf of the City for the purpose of financing the acquisition of the existing hospital facility, all of which remain outstanding; and WHEREAS, in conjunction with the financing of the existing hospital facility, the Corporation agreed to convey its entire interest in the existing hospital facility to the Ci+..y by grant dec:ri a:~4 bi_il of sale which were placed in escrow with the Trustee, pursuant to the 1975 Indenture, for delivery to the City when all the Series 1975 Bonds, any additional bonds and the 1975 Notes have been fully paid; and WHEREAS, the Corporation desires to acquire and/or construct certain additional facilities on behalf of the City, which additional facilities, together with the existing hospital facilities, are collectively referred to as the "Hospital Facilities"; and WHEREAS, through the issuance of additional bonds as permitted and provided for by the 1975 Indenture (the "Series 1977 Bonds"), the Corporation on behalf of the City -2- B143-2 (gl) 7/20/77 Bay General 5,001-2 desires to restructure its existing indebtedness represented by the Series 1975 Bonds and to obtain long-term financing for the acquisition and/or construction of the additional facilities; and WHEREAS, the Corporation has, in connection with the issuance of the Series 1975 Bonds and the 1975 Notes, previously filed with the City Clerk of the City, and the City has previously considered, a copy of (1) the 1975 Indenture, (2) the Grant Deed, and (3) the Bill of Sale; and WHEREAS, the Corporation has filed with the City Clerk of the City a copy of (1) the Articles of Incorporation of the Corporation, as amended, and (2) the Bylaws of the Corporation, as amended; and WHEREAS, the City does hereby determine that the ownership and operation of the Hospital Facilities by the Corporation on its behalf are necessary and beneficial to the quality of health care provided to the citizens of the City and its environs and provide for the most efficient operation of the Hospital Facilities, thereby reducing the cost of medical care to the citizens of the City and its environs, and further determines that it is in the best interests of the City to take such steps as are necessary to maintain and upgrade the Hospital Facilities and to preserve the interest of the City in the Hospital; and -3- B143-3 (gl) 7/20/77 Bay General 5,001-2 WHEREAS, the City will have a beneficial interest in the Hospital Facilities and the Corporation while any of the Series 1975 Bonds, the Series 1977 Bonds or the 1975 Notes remain outstanding; and WHEREAS; the City will obtain full legal title to the Hospital Facilities upon retirement of all the Series 1975 Bonds, the Series 1977 Bonds and the 1975 Notes; NOW, THEREFORE, BE IT RESOLVED, DETERP4INED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA AS FOI~LOuv S Section 1. This Council hereby finds and deter- mines that the interests of the City and its citizens will be served by the refinancing of the long-term indebtedness of the Corporation and the financing of the acquisition and/ or construction of additional facilities through the issuance of the Series 1977 Bonds. Section 2. The Corporation, its Articles of In- corporation, Bylaws, officers and directors are hereby approved, confirmed and ratified. -4- C138-1 (ap) 7/20/77 Bay General 5,001-2 Section 3. The Series 1977 Bonds and the issuance thereof in an aggregate principal amount not to exceed $9,000,000 are hereby approved, subject to the approval by the City Attorney of the following documents: (1) an In- denture of b2ortgage and Deed o£ Trust, dated as of August 1, 1977 (the "1977 Indenture"), (2) the Grant Deed, as amended, (3) the Bill of Sale, as amended, and (4) an Escrow Trust Agreement between the Corporation and Southern California First National Bank, dated as of August 1, 1977. It is recognized that such documents will contain blanlcs to be filled in and may be changed prior to the delivery of the Series 1977 Bonds, and such changes as may be necessary to the issuance of the Series 1977 Bonds are hereby authorized, subject to the approval of the City Attorney. Copies of these documents shall be filed with the City Clerk. Section 4. This Council, on behalf of the City, hereby (1) accepts from the Corporation the gift of the Hospital Facilities, when all of the Series 1975 Bonds, the Series 1977 Bonds and the 1975 Notes, together with interest and premium, if any, thereon, have been paid, and, pursuant to such gift, full legal title to the Hospital Facilities; (2) agrees that title thereto will vest in the City upon such payment and after delivery to the City of the Grant -5- C138-2 (ap) 7/20/77 Bay General 5,001-2 Deed, as amended, and Bill of Sale, as amended, for the [lospital Facilities; (3) accepts the option to purchase the Hospital Facilities before that date upon certain events and conditions specified in the 1977 Indenture; and (4) approves, subject to approval by the City Attorney, the Escrow Trust Agreement to be entered into by the Corporation on behalf of the City. ADOPTED AND APPROVED by the City Council of the City of Chula Vista, California, this 26th day of July 1977, by the following vote, to-wit: AYES: Councilmen Scott, Egdahl, Hobel, Cox, Hyde NAYES: Councilmen None ABSTAIN: Councilmen ABSENT: Councilmen ~~~ Mayor of the City of hul ista ATTEST . _ City Clerk i' City of Chula Vista -6- C138-3 (ap) 7/20/77