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HomeMy WebLinkAbout5356 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 -1- 5356 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. -2- 5356 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 -3- 5356 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 -4- 5356 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 ;J; 'ddi.;~ 4 ~clerk of the City of Arcadia -5- 5356 ~~~ 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" I 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 -2- 535 t" 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: -3- ,"1 ~ <\(."