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RESOLUTION NO. 5356
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARCADIA, CALIFORNIA, CONCERNING THE ISSUANCE OF
REVENUE BONDS TO FINANCE AND REFINANCE FACILITIES
FOR METHODIST HOSPITAL OF SOUTHERN CALIFORNIA AND
AUTHORIZING EXECUTION OF A LETTER AGREEMENT
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 Constitution of the State of California and
Section 200 of Article II of Charter of the City (the "Charter");
and
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, has
established, by the adoption of Ordinance No. 1700, entitled the
City of Arcadia Health Facilities Revenue Bond Law (the "Law"), a
procedure for the authorization, sale and issuance of revenue
bonds by the City,
for the purpose of making loans to
participating health institutions to provide financing and
refinancing for health facilities as specified therein; and
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WHEREAS, the City has previously issued its "City of Arcadia
Hospital Revenue Bonds (Methodist Hospital of Southern
California), Series A" (the "Prior Bonds"), in an aggregate
principal amount of $22,900,000 for the purpose of financing and
refinancing certain improvements to the health facilities of
Methodist Hospi.tal of Southern California, a nonprofit public
benefit corporation duly organized and existing under the laws of
the State of California (the "Hospital"); and
WHEREAS, the Hospital has requested City to issue its
revenue bonds for the purpose of refunding the Prior Bonds
maturing on and after August 1, 1991, pursuant to a crossover
refunding and for the purpose of financing and refinancing
certain improvements to the health facilities of the Hospital
(such bond issuance is herein called the "Financing"); and
WHEREAS, the City desires to assist the Hospital in the
Financing; and
WHEREAS, the City deems it necessary and essent ial and a
proper pUblic purpose that the Financing be accomplished at the
earliest practicable date; 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 such bonds will be paid by the Hospital and that
the Hospital, as part of the consideration for such financial
assistance, will provide certain health services for and within
the City during the term of such bonds.
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA,
CALIFORNIA, DOES HEREBY DETERMINE AND RESOLVE AS FOLLOWS:
SECTION 1. The City shall proceed to prepare, or cause to
be prepared, the documentation necessary for the City to issue an
aggregate of not to exceed $26,000,000 principal amount of health
facilities revenue bonds of the City (the "Bonds") for the
Financing:
the City
Agreement
provided that, prior to commencing such preparation,
and the Hospital shall have entered into a Letter
in substantially the form attached hereto as Exhibit
"A", with such additions or deletions as are considered necessary
or appropriate by the City Manager of the City and the President
of the Hospital. The City Manager of the City is hereby
authori zed to execute said Letter Agreement for and in the name
and on behalf of the City after approval as to form by the City
Attorney.
SECTION 2. The Bonds shall be payable solely from the
revenues to be received by the City pursuant to a loan or other
agreement(s) 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 under any
consti tutional, charter or statutory debt limi tat ion. Nei ther
the faith and credit nor the taxing power of the City shall be
pledged to be payment of the principal of, premium, if any, or
interest on the Bonds.
SECTION 3. Issuance of the Bonds shall be subject to the
following conditions; (a) the City and the Hospital shall have
first agreed to mutually acceptable terms for the Bonds and the
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sale and delivery thereof and mutually acceptable terms and
conditions for the loan or other agreement(s) for the Financing,
and (b) all requisite governmental approvals shall have first
been obtained before any Bond proceeds are expended.
SECTION 4. Orrick, Herrington & Sutcliffe is hereby
designated as bond counsel for the issuance of the Bonds.
SECTION 5. Zeigler Securities is hereby designated as
underwriter for the issuance of the Bonds.
SECTION 6. 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 the issuance thereof. This
decision is within the sole discretion of the City.
SECTION 7. This Resolution shall take effect immediately
upon its adoption.
SECTION 8. The City Clerk shall certify to the adoption of
this Resolution.
Passed, approved and adopted this
ayor of the Clty of Arcadla
City Clerk of the City of Arcadla
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )SS:
CITY OF ARCADIA )
I, CHRISTINE VAN MAANEN, City Clerk of the City of Arcadia,
hereby certify that the foregoing Resolution No. 5356 was passed
and adopted by the City Council of the City of Arcadia, signed by
the Mayor and attested to by the City Clerk at a regular meeting
of said Council held on the 2nd day of June, 1987 and that said
Resolution was adopted by the following vote, to wit:
AYES: Councilmembers Chandler, Harbicht, Lojeski,: Young and Gilb
NOES: None
ABSENT: None
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~clerk of the City of Arcadia
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~~~
ROBERT C. HARBICHT
MA YQR PRO TEMPORE
240 West Huntington Drive
Arcadia, California 91006.()060
(818) 574.5400
ROGER CHANDLER
DENNIS A. LOJESKI
MARY YOUNG
COUNCIL MEMBERS
GEORGE J. WATTS
CITY MANAGER
CHARLES E. GILB
MAYOR
CHRISTINE V AN MAANEN
CITY CLERK
May 28, 1987
Methodist Hospital of
Southern California
300 West Huntington Drive
Arcadia, CA 91006
Re: Methodist Hospital of Southern California
Ladies and Gentlemen:
The purpose of this letter is to set forth certain terms and
conditions under which the City of Arcadia (the "City") will
assist in the financing and refinancing of facilities for the
Methodist Hospital of Southern California (the "Financing").
The City intends to enter into agreements with the law firm
of Orrick, Herrington & 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 between 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 following on behalf of the Methodist
Hospital of Southern California (the "Hospital").
I. The Hospital shall pay all costs involved in the issuance
of the Bonds, including by way of example and not limitation,
fees and disbursements of bond counsel, the City Attorney of
the City and any other legal counsel of the City including
those fees incurred for legal services performed preparatory
to City action on Resolution No. 5356, the underwriter, and
any other experts engaged by the Hospital or the City in
connection with the issuance of the Bonds, bond printing 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
EXHIBIT "A"
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53S~
not issued for any
City's obligations,
shall pay such costs
City.
reason, the Hospital shall assume the
if any, for payment of such cost sand
within thirty (30) days of demand by the
2. The Hospital shall pay any and all costs (including
attorney fees) incurred by the City in any legal action
challenging the issuance or validity of the Bonds issued or
contemplated to be issued as set forth herein or use of any
of the proceeds thereof.
3. The Hospital shall have the right to approve any contract
not attached hereto which the City proposes to execute and
for payments under which the Hospital will be responsible
pursuant to this letter agreement.
4. The City agrees to direct bond counsel and the
underwriter to proceed with the preparation of the necessary
proceedings for the offering for sale of Bonds in connection
with the financing. 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.
5. The Hospi tal 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 interest of the City. Determination to issue
the Bonds shall be in the sole discret ion 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 nor shall such a
determination by City excuse or in any way exonerate Hospital
from its obligation to pay for an reimburse City for those
costs and expenses referred to herein as the Hospitals
responsibility.
6. The Hospital agrees 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 conceivable 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 refinanced; (2) the issuance of any Bonds and the
carrying out of any of the transactions contemplated in
connection with the financing; or (3) any untrue statement or
alleged untrue statement of any material fact or omission or
alleged omission to state a material fact necessary to make
the statements made, in light of the circumstances under
which they were made, not misleading in any official
statement or other offering circular utilized by the City in
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connection with the sale of any Bonds. The Hospital further
agrees, to the extent permitted by law, to payor to
reimburse the City and its officers, employees and agents for
any and all costs, reasonable attorneys fees, liabilities or
expenses incurred in connection with investigating, defending
against or otherwise in connection with any such losses,
claims, damages, liabilities, expenses or actions.
Sincerely,
CITY OF ARCADIA
George J. Watts
City Manager
APPROVED AS TO FORM:
Michael H. Miller
City Attorney
CONFIRMED AND ACCEPTED:
METHODIST HOSPITAL OF
SOUTHERN CALIFORNIA
President
Dated:
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