ATTACHMENT 1ATTACHMENT 1RESOLUTION R2026___
ATTACHMENT 1
ATTACHMENT 1
RESOLUTION OF THE COUNCIL OF THE CITY OF NAPA, STATE OF CALIFORNIA, APPROVING THE ISSUANCE BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OF REVENUE BONDS IN AN AGGREGATE AMOUNT NOT TO EXCEED $14,000,000 FOR THE PURPOSE OF FINANCING THE ACQUISITION, REHABILITATION, IMPROVEMENT AND EQUIPPING OF A MEDICAL OUTPATIENT SERVICES AND URGENT CARE BUILDING LOCATED AT 3273 CLAREMONT WAY, NAPA, CALIFORNIA WHEREAS, the California Municipal Finance Authority (the “Authority”) is authorized pursuant to the provisions of California Government Code Section 6500 et seq. and the terms of a Joint Exercise of Powers Agreement, dated as of January 1, 2004 (the “Agreement”) among certain local agencies throughout the State of California, including the City of Napa (the “City”), to issue revenue bonds in accordance with Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code; and WHEREAS, HealthCore 3273 Claremont Napa LLC, a Delaware limited liability company (the “Borrower”), has requested that the Authority provide for the issuance of revenue bonds in an aggregate principal amount not to exceed $14,000,000 (the “Bonds”); and WHEREAS, the sole member of the Borrower is HealthCore Foundation, a Delaware nonprofit corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); and WHEREAS, the proceeds of the Bonds will be used, among other things, to finance the acquisition, rehabilitation, improvement and equipping of a medical outpatient services and urgent care building and adjacent land, located at 3273 Claremont Way, Napa, California 94558 (the “Project”); and WHEREAS, the Project will be leased to NorthBay Health Medical Foundation (“NorthBay Foundation”) and/or its affiliate NorthBay Healthcare Corporation (“NorthBay Corporation”), each a California nonprofit public benefit corporation described in Section 501(c)(3) of the Code; and WHEREAS, the Project is located within the City of Napa (the “City”); and WHEREAS, pursuant to Section 147(f) of the Code, the issuance of the Bonds by the Authority must be approved by the City because the Project is located within the territorial limits of the City; and WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is the applicable elected representative under Section 147(f) of the Code having jurisdiction over the area in which the Project is located; and WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code; and WHEREAS, there has been published, at least 7 days prior to the date hereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bonds would be held on a date specified in such notice; and WHEREAS, such public hearing was conducted on such date, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and WHEREAS, the City Council understands that the City’s actions in holding the abovementioned public hearing and the City Council’s actions in approving this Resolution do not obligate the City in any manner for payment of the principal, interest, fees or any other costs associated with the issuance of the Bonds, and said City Council expressly conditions its approval of this Resolution on that understanding.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Napa as follows:
1. The City Council hereby finds that the facts set forth in the recitals to this resolution are true and correct, and establish the factual basis for the City Council’s adoption of this Resolution.
2. The City Council hereby approves the issuance by the Authority of the Bonds for the purposes of financing the Project. It is the purpose and intent of the City Council that this Resolution shall constitute approval of the issuance of the Bonds by the Authority for the purposes of Section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located.
3. The City Council hereby authorizes and directs the City Manager to do any and all things and execute and deliver any and all documents, certificates, and other instruments which the City Manager deems 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.
4. The City shall not bear any responsibility or liability for the issuance of the Bonds, the tax-exempt status of the Bonds, the repayment of the Bonds or any other matter related to the Bonds. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing with respect to the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary with respect to the Project; (iii) make any contribution or advance any funds whatsoever to the Authority or the Borrower; or (iv) take any further action with respect to the Authority or its membership therein.
5. This Resolution shall take effect immediately upon its adoption.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Napa at a public meeting of said City Council held on the 6th day of October, 2026 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: ________________________
Tiffany Carranza
City Clerk
Approved as to form:
_________________________
Renee Giacomini Brewer
City Attorney