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HomeMy WebLinkAboutCity Council Resolution 02-092RESOLUTION NO. 02-092 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE PROPOSED ISSUANCE AND DELIVERY OF INSURED SENIOR LIVING REVENUE BONDS (ODD FELLOWS HOME OF CALIFORNIA), 2002 SERIES A, AUTHORIZING THE APPROVAL OF THE ISSUANCE OF SUCH BONDS BY THE ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS, APPROVING ASSOCIATE MEMBERSHII' BY THE CITY OF SARATOGA IN THE ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS AND THE EXECUTION OF AN ASSOCIATE MEMBERSHIP AGREEMENT RELATING TO ASSOCIATE MEMBERSHIP OF THE CITY IN THE AUTHORITY SUBJECT TO THE REVIEW AND APPROVAL OF THE ASSOCIATE MEMBERSHIP AGREEMENT BY TAE CITY MANAGER AND CITY ATTORNEY RESOLVED, by the City Council (the "City Council") of the City of Saratoga (the "City") as follows: WHEREAS, to finance the second phase of an expansion of the Saratoga Retirement Community campus consisting of the construction of approximately 143 independent/assisted living units and related common areas (the "Project") by Odd Fellows Home of California (the "Borrower"), a California nonprofit public benefit corporation, located at 14500 Fruitvale Avenue, Saratoga, California, the Borrower has filed an application with the ABAG Finance Authority for Nonprofit Corporations (the "Authority") requesting the Authority to issue insured revenue bonds in the aggregate principal amount of not to exceed $82,000,000 (the "Bonds") that would finance the Project; and WHEREAS, this City Council is the elected legislative body of the City; and WHEREAS, in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Clerk of the City Council provided for the timely publication of a Notice of Public Hearing, to the effect that a public hearing would be held by this City Council on December 4, 2002, regarding the execution and delivery of the Bonds and the nature and the location of the Project, a copy of which is attached hereto; and WHEREAS, the Borrower has requested that the City assist in the financing of certain health facilities for the Borrower in and to the benefit of the City; and WHEREAS, in furtherance thereof and to facilitate such request, the City desires to become an associate member of the Authority subject to the review and approval of an associate membership agreement (the "Associate Membership Agreement") by the City Manager and the City Attorney; and WHEREAS, the form of Associate Membership Agreement between the City and the Authority is attached as Exhibit A; Page t -Resolution Saratoga Retirement Bond Reso.DOC/CCM/070609-0006 NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SARATOGA DOES RESOLVE AS FOLLOWS: Section 1. This City Council does hereby find and declare that the foregoing recitals are true and correct. Section 2. Pursuant to Section 147(f) of the Code, this City Council held a public heazing on this day and provided an opportunity to present azguments both for and against the execution and delivery of the Bonds and the nature and location of the Project. This City Council has further considered all testimony and comments submitted in connection with the issuance of the Bonds and the nature and location of the Project at the public hearing. Section 3. After consideration of comments received at the public hearing, the City Council of the City hereby approves of the issuance of the Bonds subject to review and approval of the Associate Membership Agreement by the City Manager and City Attorney. Section 4. It is the purpose and intent of the City that this Resolution constitutes approval by the applicable elected representatives in accordance with the terms of Section 1470 of the Code. Section 5. The City Council hereby approves associate membership by the City in the Authority subject to review and approval of the Associate Membership Agreement by the City Manager and the City Attorney. Section 6. The City Council hereby approves the form of, and authorizes the Mayor, the City Manager or any designee of such officers, to execute the Associate Membership Agreement and authorizes the City Clerk to attest to such signature, in substantially the form on file with the City Clerk, together with any changes therein deemed advisable by the official signing the Associate Membership Agreement subject to review and approval of the Associate Membership Agreement by the City Manager and the City Attorney. Section 7. The Mayor, the City Manager, the City Clerk and other officers and officials of the City are hereby authorized and directed to take all action and do all things necessary or desirable hereunder with respect to associate membership in the Authority including but not limited to the execution and delivery of any and all agreements, certificates, instruments and other documents which they, or any of them, may deem necessary or desirable and not inconsistent with the purposes of this Resolution subject to review and approval of the Associate Membership Agreement by the City Manager and the City Attorney. Section 8. This Resolution shall take effect from and after the date of its passage and adoption. Section 9. The Clerk of the City Council shall certify to the adoption of this Resolution. Page 2 -Resolution Saratoga Retirement Bond Reso.DOC/CCNU070609-0006 I, the undersigned City Clerk of the City of Saratoga, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the City Council of the City at a meeting thereof on the 4`" day of December, 2002, by the following vote of the members thereof: AYES: Councilmembers Stan Bogosian, John Mehaffey, Ann Waltonsmith, Vice Mayor Evan Baker, Mayor Nick Streit NOES: None ABSENT: None ABSTAIN: None __ - Mayor Page 3 - Resolufion Sazatoga Relirement Bond Reso.DOC/CCNU070609-0006 EXHIBIT A ASSOCIATE MEMBERSHIP AGREEMENT by and between the ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS and the CITY OF SARATOGA THIS ASSOCIATE MEMBERSHIP AGREEMENT dated as of 2002, by and between the ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS, a joint powers authority duly organized and existing under the laws of the State of California (the "Authority") and the CITY OF SARATOGA, a municipal corporation duly organized and existing under the laws of the State of California (the "City"); WITNESSETH WHEREAS, certain public agencies of the State of California (collectively, the "members"), have entered into a Joint Powers Agreement, dated as of April 1, 1990, revised as of September 18, 1990 and further revised as of June 9, 1992 (the "Agreement"), establishing the Authority and prescribing its purposes and powers; and WHEREAS, the Authority has been formed for the purpose, among others, to assist nonprofit corporations and other entities to obtain financing for projects and purposes serving the public interest; and WHEREAS, the Board of Directors of the Authority has determined that the City should become an associate member of the Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the City do hereby agree as follows: Section 1. Purpose. The purpose of this Associate Membership Agreement is to assist nonprofit corporations and other entities to obtain financing for projects and purposes servicing the public interest within or impacting upon the City. Section 2. Associate Member Status. The City is hereby made an associate member of the Authority for all purposes of the Agreement. From and after the date of execution and delivery of this Associate Membership Agreement by the City and the Authority, the City shall be and remain an associate member of the Authority. Section 3. Restrictions on Rights of City. The City shall not have the right, as associate member of the Authority, to vote on any action to be taken by the Authority or Exhibit A Saratoga Retirement Bond Reso.DOC/CCM/070609-0006 participate in debate. In addition, no officer, employee or representative of the City shall have any right to become an officer or director of the Authority. Section 4. No Obligations of Citv. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the City. Section 5. Execution of the Agreement. Execution of this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above. ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS By _ Title Attest: Secretary Attest City Clerk Reviewed and approved by: City Manager City Attorney CITY OF SARATOGA By Title Exhibit A Saratoga Retirement Bond Reso.DOC/CCM/070609-0006