Loading...
HomeMy WebLinkAbout4893 u -,": I' '.. RESOLUTION NO, 4893 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, CONCERNING THE ISSUANCE OF REVENUE BONDS TO FINANCE FACILITIES FOR METHODIST HOSPITAL OF SOUTHERN CALIFORNIA, WHEREAS, the City of Arcadia (the "City") is a municipal corporation and charter city duly organized and existing under a freeholders' charter pursuant to which the City has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Con- stitution of the State of California and Section 200 of Article II of the Charter of the City (the "Charter"); WHEREAS, the City Council of the City acting under and pursuant to the powers reserved to the City under Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of Article II of the Charter, finds that the public interest and necessity require the establish- ment of a program for the authorization, issuance and sale of hospital mortgage revenue bonds by the City for the purpose of making loans such as those described herein; - 1 - 4893 " WHEREAS, in order to finance the expansion and improvement (the "Financing") of the Methodist Hospital of Southern California (the "Hospital"), the Hospital has re- quested the assistance of the City and has presented to the City a description of the Financing and a statement of the cost of the Financing; WHEREAS, the City desires to assist the Hospital in the Financing; and WHEREAS, the City deems it necessary and essential and a proper public purpose that the Financing be accomplished at the earliest practicable date, but the Hospital requires satisfactory assurance from the City that the proceeds of the sale of bonds of the City will be made available for the Financing, and the City requires satisfactory assurance from the Hospital that certain costs of issuing the bonds will be paid by the Hospital; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arcadia, California, as follows: Section 1, The City shall proceed to prepare, or cause to be prepared, the documentation necessary for the 4893 -2- City to issue, at one time or from time to time, an aggre- gate of not to exceed $18,SOO,OOO principal amount of hos- pital revenue bonds of the City to accomplish the Financing. Such bonds shall be payable solely Section 2, from the revenues to be received by the City pursuant to promissory notes or other agreements to be entered into by the City and the Hospital in connection with the Financing, and shall not be deemed to constitute a debt or liability of the City, Section 3. Such documents shall be prepared sub~ ject to the conditions that (a) the City and the Hospital shall have, prior to commencing such preparation, entered into a letter agreement in sUbstantially the form attached hereto with s~ch additions or deletions as are considered proper by the officers of the City and the Hospital and the City Manager is hereby authorized to execute said letter agreement, (b) the City and the Hospital shall have first agreed to mutually acceptable terms for the bonds and the sale and delivery thereof and mutually acceptable terms and conditions for the promissory notes or other agreements for the Financing, and (c) all requisite governmental approvals shall have first been obtained. -3- 4893 Section 4. Ziegler Securities, Inc, is hereby designated for thls bond issue as underwriter, SECTION 5. This resolution shall take effect immediately upon its passage. SECTION 6. That the Clerk of the Council shall certify to the adoption of this resolution, I HEREBY CERTIFY that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Arcadia held on the 18th day of March, 1980' , by the affirmative vote of at least three 'Councilmen, to wit: AYES: NOES: ABSENT: Councilmen Gllb, Parry, Pellegrino imd Saelid None A~~ City Clerk of the City of Arcadia SIGNED AND APPROVED this 18th day of March, 1980. A~ ATTEST: ~~~ City Clerk - 4 - 4893 - (City of Arcadia Letterhead)' Methodist Hospital of Southern California 300 West Huntington Drive Arcadia, California 91006 Re: Methodist Hospital of' Southern California Ladies and Gentlemen: The purpose of'this letter is to set forth certain terms and conditions under ",hich the City of Arcadia (the "City") ",ill assist in the financL~g of'facilities for'the Methodist Hospital of Southern California (the "financing"). The City intends to enter' into agreements ",ith the law firm of Orrick, Herrington, Ro",ley & Sutcliffe,'bond counsel, and an underwriter, to advise and assist the City in the sale of bonds for the above-mentioned financing (the ''Bonds''), A copy of' the agreement bet",een the underwriter and the City will be submitted to you'at a later date. By signing and returning the enclosed copy of,this letter, you hereby agree to the follo",ing on behalf of'~he Methodist Hospital of Southern California (the "Hospital"): 1, The Hospital agrees to pay all costs involved in the issuance of the Bonds, including by "'ay of example and not limitation, fees and disburse- ments,of bond counsel, the underwriter and any other experts engaged by the Hospital or the City in connection ",ith the issuance of the Bonds, bond print- ing and other printing costs, publication costs and costs incurred in order to obtain ratings for the Bonds, Such costs may be paid from proceeds of the Bonds, In the event that Bonds are not'issued for any reason, the Hospital agrees to assume the City's obligations, if any, for pa)~ent of such costs. 2, The Hospital agrees to pay the cost of preparation of any studies, reports or other docUm~~ts necessary to be prepared by or for the City to comply ",ith the California Environmental Quality Act. 3, in ,any legal contemplated thereof, The Hospital agrees to pay any and all costs incurred by the City action chall~'lging the issuance or valid it:;' of the Bonds', issued or to be issued 25 set forth herein or use of any of the proceeds 4, The Hospital shall have the right to approve any contract not attached hereto ",hich the City proposes to execute and for payments under ",hich the Hospital will be responsible pursuant to this letter agreement. The City agrees to direct bond counsel and under~~iter to proceed with the preparation of'the necessary proceedings for the offering for sale of Bonds to finance the Project. The Hospital understands that this letter agreement does not exempt it from'any requirements of the City which would be in force if the bond financing were not'contemplated, and compliance with such requirements is an express precondition to the issuance of the Bonds. The Hospital further understands and agrees that the issuance of any Bonds by the City is contingent upon'the City Council being satisfied with all the terms and conditions of the Bonds and of' the issuance thereof and that such issuance is in the best interests of the City. Determination to issue the Bonds shall be in the sole discretion of the City, and the Hospital agrees that the City shall not be liable to the Hospital or to any other party if the City shall determine for any reason'not'to issue the Bonds. The Hospital agrees, to the extent permitted by law, to indemnify and hold harmless the City and its officers, employees and agents from and against, any and all losses, claims, damages, liabilities or expenses, of every con- ceivable kind, character and nature whatsoever, including, but not limited to, losses, claims, damages, liabilities, or expenses arising out of, resulting from or in any way connected with (1) the Hospital facilities to be financed, or the conditions, occupancy) use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition, installation or construction of such facilities or any part thereof; (2) the issuance of any Bonds and the carrying out of any of the transactions contemplated by this Resolution; or (3) any untrue statement or alleged untrue statement of any material fact or omission or' alleged omission to state a material fact neces- sary to make the statements made, in light of the circumstances under ~hich they ~ere made, not misleading in any official statement or other offe=ing circular utilized by the City in connection with the sale of any Bonds. The Hospital further agrees, to the extent permitted by la~, to payor to reim- burse the City and its officers, employees and agents for any and all costs, reasonable attorneys fees, liabilities or expenses incurred in connection \..~ith invest iga t ipg, clef end ing aga inst or other~ise in connection "'lith any such losses, claims, 'damages, liabilities, expenses or actions. Very truly yours, CITY OF ARCADIA By CONFIR~D A~D ACCEPTED: METdODIST HOSPITAL OF SOUTHERN CALIFO~~IA BY President DATED: 2.