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HomeMy WebLinkAbout5014RESOLUTION NO 5014 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING DOCUMENTS RELATING TO THE EXECUTION AND DELIVERY OF ITS REFUNDING CERTIFICATES OF PARTICIPATION (LOMA LINDA UNIVERSITY MEDICAL CENTER PROJECT)- SERIES 1993 D WHEREAS the City of Redlands (the "City") has heretofore assisted Loma Linda University Medical Center (the "Corporation") in financing the acquisition of an acute care psychiatric health facility by the Corporation located in Redlands California (the "Project") through an installment sale financing arrangement between the Corporation and the City and the execution and delivery of the City s Certificates of Participation (Loma Linda University Medical Center Project) 1990 Series C (the "Prior Certificates") and WHEREAS the Corporation has requested the assistance of the City in refinancing the Project through a proposed installment sale arrangement between the City and the Corporation and the execution and delivery of the City s Refunding Certificates of Participation (Loma Linda University Medical Center Project) 1993 Series D (the "Certificates") and the defeasance of all or a portion of the Prior Certificates with the proceeds of the Certificates and WHEREAS the City has determined that so assisting the Corporation in the refinancing of the Project is in the best interests of the City and of benefit to the residents of the City and WHEREAS notice of a public hearing to be conducted by this City Council with respect to the proposed financing of the Project by the City was duly published at least 14 days prior to September 7 1993 in a newspaper of general circulation in the City which notice set 7 00 p m on September 7 1993 and the City Council chambers as the time and place for said hearing and WHEREAS this City Council is the applicable governmental unit to conduct said public hearing for purposes of Section 147(f) of the Internal Revenue Code of 1986 as amended (the "Code") and WHEREAS this City Council has duly held said public meeting and hearing with respect to the Project and its proposed financing all in accordance with Section 147(f) of the Code at which public hearing interested individuals were given a reasonable opportunity to express their views on the proposed refinancing of the Project by the City and WHEREAS the City has determined that certain modifications should be made to documents relating to the Prior GES180993 GES180993 Certificates in order to effect the partial defeasance of the Prior Certificates which modifications do not materially adversely affect the Owners of the Prior Certificates and WHEREAS there has been presented to this City Council a proposed form of Installment Sale Agreement to be entered into between the City as purchaser and the Corporation, as seller an Installment Purchase Agreement to be entered into between the Corporation as purchaser and the City as seller a Trust Agreement to be entered into among the City the Corporation and First Trust of California National Association as trustee (the "Trustee") a Second Assignment Agreement to be entered into between the City and the Trustee a Certificate Purchase Agreement to be entered into among the City the Corporation and Miller & Schroeder Financial Inc an Escrow Deposit and Trust Agreement (the "Escrow Agreement") by and among the Corporation the City of Loma Linda the City and First Trust of California National Association as Escrow Bank a form of Preliminary Official Statement relating to the Certificates a form of Twelfth Amendment to the Deed of trust and Security Agreement by and among the City the City of Loma Linda the Corporation the Trustee and Industrial Bank of Japan (the "Amended Deed of Trust") and forms of a Supplemental Trust Agreement among the City the Corporation and the Trustee (the "Supplemental Trust Agreement") First Amendment to Installment Purchase Agreement between the City and the Corporation (the "Amended Installment Purchase Agreement") and a First Amended Installment Sale Agreement between the City and the Corporation (the "Amended Installment Sale Agreement") NOW THEREFORE BE IT RESOLVED DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS Section 1 Recitals; Approval of Project That the above recitals and each of them, are true and correct and that this City Council hereby approves the refinancing of the Project by means of an installment sale financing through the execution and delivery of certificates of participation subject to the condition that the Corporation will reimburse the City for any expenses incurred in connection with this transaction in the event certificates of participation are not issued This approval is intended to satisfy the requirements of Section 147(f) of the Code Section 2 Installment Sale Agreement That the proposed form of Installment Sale Agreement presented at this meeting is hereby approved and the Mayor or Mayor Pro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed to execute such Installment Sale Agreement and accept the Corporation Grant Deed provided for therein for and in the name of the City in substantially the form hereby approved with such changes therein as the officers executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof 2 GES180993 Section 3 Installment Purchase Agreement That the proposed form of Installment Purchase Agreement presented at this meeting is hereby approved and the Mayor or Mayor Pro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed for and in the name of the City to execute such Installment Purchase Agreement and the City Grant Deed (in substantially the form attached thereto as Exhibit A) in substantially the form hereby approved with such changes therein as the officers executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof Section 4 Trust Agreement That the proposed form of Trust Agreement presented at this meeting is hereby approved and the Mayor or Mayor Pro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed for and in the name of the City to execute such Trust Agreement in substantially the form hereby approved with such changes therein (including any changes necessary or desirable to reflect the fact that the Certificates may be issued as capital appreciation certificates) as the officers executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof provided that such Trust Agreement shall be consistent with the provisions of Section 7 hereof Section 5 Appointment of Trustee That First Trust of California National Association is hereby appointed as Trustee under the Trust Agreement for the City the Corporation and the owners of the Certificates with the duties and powers of such trustee as are set forth in the Trust Agreement Section 6 Second Assignment Agreement That the proposed form of Second Assignment Agreement is hereby approved and the Mayor or Mayor Pro Tem or other appropriate officer and the City Clerk are hereby authorized and directed, for and in the name of the City to execute such Second Assignment Agreement in substantially the form hereby approved with such changes therein as the officers executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof Section 7 Certificate Purchase Agreement That the form of Certificate Purchase Agreement presented at this meeting is hereby approved and the Mayor Mayor Pro Tem, City Manager or other appropriate officer and the City Clerk of the City are hereby authorized to accept for and in the name of the City such Certificate Purchase Agreement in substantially the form hereby approved with such changes therein as the officers executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof provided that the principal amount of Certificates to be sold pursuant to the Certificate Purchase Agreement shall not exceed $16 500 000 the final maturity of the Certificates shall not extend beyond December 1 2022 the interest component with respect to the Certificates shall not result in a yield greater than five and fifty five one hundredths percent (5 55%) per annum and the Underwriter s discount shall not 3 exceed eighty five hundredths percent (0 851) of the principal amount of Certificates sold and any original issue discount shall not exceed 10% of the principal amount of the Certificates Section 8 Amended Deed of Trust That the form of Amended Deed of Trust presented at this meeting is hereby approved and the City Manager or other appropriate officer is hereby authorized and directed for and in the name of the City to execute such Amended Deed of Trust and accept the interest in real property conveyed thereby to the City in substantially the form presented at this meeting with such changes therein as the officer executing the same may approve such approval to be conclusively evidenced by the execution and delivery thereof Section 9 Approval of Amendment to Documents relating to Prior Certificates The City hereby finds that the terms of the Supplemental Trust Agreement the Amended Installment Purchase Agreement and the Amended Installment Sale Agreement will not materially adversely affect the owners of the Prior Certificates Such agreements are hereby approved in substantially the form presented at this meeting and the Mayor or Mayor Pro Tem or the City Manager or other appropriate officer of the City and the City Clerk are hereby authorized and directed for and in the name of the City to execute such documents with such changes as may be approved by the officers executing the same such approval to be conclusively evidenced by the execution and delivery thereof Section 10 Defeasance of Prior Certificates; Approval of Escrow Agreement. The defeasance of all or any portion of the Prior Certificates with the proceeds of the Certificates is hereby approved in accordance with the provisions of the documents pursuant to which the Prior Certificates were issued and the Escrow Agreement The form of Escrow Agreement submitted to this meeting is hereby approved in substantially the form so presented with such changes therein or additions thereto deemed advisable by the City Manager upon consultation with Special Counsel and the City Manager is hereby authorized and directed to execute and deliver the final form of the Escrow Agreement for and in the name of and on behalf of the City Section 11 Official Statement That the draft of the Preliminary Official Statement relating to the Certificates presented at this meeting is hereby approved with such changes therein as may be approved by the City Manager of the City and its distribution in the form so approved in connection with the sale of the Certificates is hereby authorized The City Manager is authorized and directed for and on behalf of the City to review and approve the Preliminary Official Statement and any amendments thereto provided that he shall have determined after consultation with Special Counsel and such other persons as he may deem appropriate that such Preliminary Official Statement fairly and accurately presents the information required to be set forth therein and to certify that the Preliminary Official Statement as distributed is deemed to be "near final" within the meaning of Rule GES180993 4 GES180993 15c2 12 of the Securities and Exchange Commission The City Manager is further authorized and directed to review sign and approve distribution of the Final Official Statement to consist of the Preliminary Official Statement and such changes thereto as he may approve upon advice of Special Counsel Section 12 Form of Certificate That the form of the Certificates as set forth in the Trust Agreement as presented to this meeting is hereby approved provided that the Mayor Mayor Pro Tem, City Manager or other appropriate officer of the City may approve any changes thereto (including any changes necessary or desirable to reflect the fact that the Certificates may be issued as capital appreciation certificates) such approval to be evidenced by the execution of the Trust Agreement as aforesaid and the Trustee is hereby authorized and directed upon order of the City to execute by manual signature such Certificates in the aggregate principal amount set forth hereinabove and all in accordance with the terms and provisions of the Trust Agreement Section 13 Requisitions The City Manager or his designee is hereby authorized and directed to execute one or more requisitions authorizing First Trust of California National Association as Trustee under the Trust Agreement to pay the costs of issuing the Certificates from the proceeds of the Certificates or moneys contributed by the Corporation pursuant to the Trust Agreement Section 14 Special Counsel The law firm of Best Best & Krieger is hereby appointed to act as Special Counsel in this financing on the terms set forth in the proposal letter of said firm presented to this meeting and the Mayor Mayor Pro Tem or City Manager is authorized and directed to execute and cause said proposal letter to be delivered on behalf of the City Section 15 Other Acts The officers of the City are hereby authorized and directed jointly and severally to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the execution sale and delivery of the Certificates or otherwise to effectuate the purpose of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed 5 Section 16 Effective Date This Resolution shall take effect upon adoption ADOPTED this 7th day of September 1993 ATTEST 440 ity of nia Ci y Cl Redlar GES180993 k of Cali 6 oedlands ifotnia GES180993 I LORRIE POYZER, City Clerk of the City of Redlands California do hereby certify that the foregoing Resolution No 5014 was regularly introduced and adopted by the City Council of the City of Redlands California at a regular meeting thereof held on the 7th day of September 1993 by the following vote of the City Council AYES Councilmembers Larson, Cunningham, Milson Mayor DeMirjyn NOES None ABSENT None ABSTAINED Councilmember Foster and that said resolution has not been amended superseded or repealed and is in full force and effect IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal of the City of Redlands California this 7th day of September , 1993 City Cler Redlands 7 y of ARTHUR LITT EWORTH" GLEN E. TEPHE S' WILLIAM R DeWOLFE* BARTON C. GAUT` PAUL T. SELZER* DALLAS HOLMES CHRISTOPHER L. CARPENT RICHARD T ANDERSON. JOHN O WAHLIN MICHAE D HARRIS W CURT EALY" THOMAS 3 SLOVAK* JOHN E. BROWN" MICHAEL T. RIDDELL MEREDITH A. JURY* MICHAEL GRANT. FRANCIS J. BAUM* ANNE T. THOMAS* D MARTIN NETHE GEORGE M. REYES WILLIAM W FLOYD, J GREGORY L. HARDKE KENDALL H. Ma VEY CLARK H. ALSOP DAVID J. ERWIN* MICHAEL J. ANDELS KAB182010 BEST BEST & KRIEGER ERSH RPoR LAWYERS DOUGLAS S. PHILLIPS ANTONIA GRAPHOS GREGORY K. WILKINS IN WYNNES FURTH DAVID L BARON GENE TANAKA BASIL T. CHAPMAN TIMOTHY M. CONNO VICTOR L WOLF DANIEL E. OLIVIER DANIEL J MoHUGH HOWARD B GOLDS STEPHEN P. DEITSCH MARC E EMPEY JOHN R. ROT SCHAEFER J MICHAEL SUMMEROUR VICTORIA N. KING JEFFERYJ CRANDALL SCOTT SMITH JACK B LARKE JR. BRIAN M. LEWIS BRADLEY E. NEUFELO SHARYL WALKER PETER M. BARMACK JEANNET E A PETER ON ELISE < TRAYNUM WILLIAM D DAHLIN JR. MATT H. MORRIS JEFFREY V. DUNN STEVEN C. DEBAUN ENNIS M. COTA R CHE LE J. NICOLLE ROGER W. HARGREA JANIC L. WEIS PATRICK H. W EARCE JAMES R. HARPE KIRK W. SMITH DINA HARRIS JASON D DABAREINER BARBARA R. BARON KYLE A. SNOW RICHARD T EGGER MARK A. EASTER PATRICK 0. DOLAN CYNTHIA M. GERMANO MARY E. GILSTRAP GLENN P SABINE CHRISTINE L RICHARDSON OANE GARCIA-COLSO PHILIP J KOEHLER DIANE . WIESE EBECCA MARES DURNEY THY I. ANDERSON MICHELLE OUELLE E DAV D P PHIPPEN, 5R SUSAN . NAUSS CHRISTOPHER DOD ON ERNIE L. WILLIAMSON ELAINE E HILL KEVIN K. RANDOLPFI JAMES B. ILPIN MARSHALL 5. RUDOLPH KIM A. BYRENS HELENS P. DREYER EMILY P HEMPHILL SONIA UBIO SHARMA J HN PINKNEY RAYMOND BEST (1868 1 71 JAMES H. KRIEGER (1913 19 5) EUGENE EST (1893 19 1) September 2 1993 Honorable Mayor and Members of the City Council City of Redlands 30 Cajon Street Redlands California 92373 AGENDA ITEM NO 7a, COUNCIL MEETING OF 9/7/92 400 MISSION SQUARE 3750 UNIVERSITY AVENUE POST OFFICE BOX 1028 RIVERSIDE, CALIFORNIA 92502-1028 TELEPHONE (909) 686-1450 TELECOPI ERS (909) 686-3083 682-4612 OUNS JAMES RISON IN PALM PRINGS (619)3 -7264 RANCHO MIRAG (6 9)568-26 ONTARIO (9 91 89 - Re Proposal for Special Counsel Services for Proposed Certificates of Participation (Loma Linda University Medical Center) Series 1993 D Ladies and Gentlemen The firm of Best Best & Krieger will be pleased to serve as special counsel in connection with the above referenced certificates of participation and proposes to perform the following services on the basis set forth in this letter Certificates of Participation We will confer and consult with City staff and representatives of Loma Linda University Medical Center (the "Corporation") on all matters relating to the financing including participation in the review and selection of appropriate financing methods We will assist the City in identifying the most advanta geous method of financing based upon our experience and we will attend all meetings of the City s staff representatives of the Corporation consultants and underwriter at which financing methods are to be discussed and analyzed for successful completion of the financing Our services will include the preparation of all agreements resolutions notices certificate forms and all other legal documents required by California law for the execution sale LAW OFFICES OF BEST BEST & KRIEGER Honorable Mayor and Members of the City Council September 2 1993 Page 2 and delivery of the Certificates We also will review any official statement prepared on behalf of the Corporation and the City and attend all meetings in which any action in connection with the proceedings is to be taken We will also review any purchase contract pursuant to which the underwriter proposes to purchase the Certificates Subject to completion of the financing to our satis faction Best Best & Krieger will issue its approving legal opinion to the purchasers of the Certificates to the effect that all proceedings have been legally undertaken for the authorization execution sale and delivery of the Certificates or other transactions relating to the financing and that interest paid with respect to the Certificates is excluded from gross income for federal income tax purposes and is exempt from State of California personal income tax We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate Finally we will confer and consult with City officials with respect to problems which may arise during the period of servicing and payment of the Certificates and provide any and all other services commonly expected of special counsel Our fee for the foregoing legal services will be based upon the following schedule Total Amount of Certificates Authorized Fee $5 000 000 or less $30 000 $5 000 000 to $10 000 000 $10 000 000 to $15 000 000 $15 000 000 or more $30 000 plus 0025% of the excess over $5 000 000 $42 500 plus 0020% of the excess over $10 000 000 $52 500 plus 0015% of the excess over $15 000 000 The fee will be payable only upon completion and sale of the Certificates from the proceeds of the financing and not otherwise If other services are requested by the City which are not within the scope of those outlined above they will be performed on a time basis at the hourly rate of the attorneys involved In the event this financing is not completed for any KAB182010 LAW OFFICES OF BEST BEST & KRIEGER Honorable Mayor and Members of the City Council September 2 1993 Page 3 reason, the City will have no liability for any fees incurred by our firm with respect to the financing except from moneys provided by the Corporation for such purpose In addition to the above fee we will be reimbursed by the City for any out of pocket expenses incurred by us in the course of our employment such as long distance telephone calls telegrams facsimile telephone transmission messenger and courier services travel at the request of the appropriate City officials duplicating computer time and the like It is understood that we are to order the printing of the certificates for the account of the Corporation The bilis for this service will come directly to the City and will be paid from certificate proceeds or other moneys provided by the Corporation for such purpose JRR/dfs TERMS OF EMPLOYMENT APPROVED THIS 7th DAY OF SEPT 1993 etor 'fici7 of the y . • e• andsi KAB182010 Respectfully submitted R Rottschaefer Best Best & Krieger ARTHUR L LITTLEWORTH^ GLEN E. STEPHENS. WILLIAM R. DeWOLFE^ BARTON C. GAUT' PAUL T. SELZER. DALLAS HOLMES CHRISTOPHER L. CARPENTE RICHARD T. ANDERSON' JOHN D WAHLIN* MICHAEL 0. HARRIS W. CURT EALY' THOMAS S SLOV JOHN E. BROWN. MICHAE T. RIDDELL MEREDITH A JURY. MICHAEL GRANT' FRANCIS J BAUM^ ANNE T. THOMAS* O. MARTIN NETHERY GEORGE M. REYES WILLIAM W FLOYD, JR. GREGORY L. HARDKE KENDALL H. MacVEY CLARK H. ALSOP' DAVID J. ERWIN MICHAEL J. ANOELSON^ PROF KA8182034 BEST BEST & KRIEGER LAWYERS DOUGLAS 5. PHI ANTONIA GRAPHO GREGORY K. WILK WYNNE S. FURTH DAVID L BARON GENE TANAKA BASIL T. CHAPMAN TIMOTHY M. CONNOR VICTOR L. WOLF DANIEL E 0 (VIER DANIELJ MCHUGH HOWARD B. GOLOS STEPHEN P DEITSCH MARC E. EMPEY JOHN R. ROTTSCHAEFER MART N A MUELLER J MICHAEL SUMMEROUR VICTORIA N KING JEFFERY J. CRANDALL SCOTT C SMITH JACK B. CLARKE BRIAN M. LEWIS RADLEYE NEUFE SHARYL WALKER ETER M. BARRACK EANNET E A PETERSON HAND DELIVERY Ms Lorrie Poyzer City Clerk City of Redlands 30 Cajon Street Redlands CA 92363 Re Dear Lorrie ELISE K. TRAYNUM WILLIAM 0 DARLING, JR. MATT H. MORRIS JEFFREY V. DUNN TEVEN C. DeBAUN ERIC L. GARNER DENNIS M. COTA RACHELLE J. NICOLLE ROBERT REAVE JAMIE L..WEIS WETS PATRICK H. W. KIRK W SMITH JASON D. DASA INER KYLE k SNOW MARK A EASTER DIANE L FINLEY MICHELLE OUELLETTE DAVID P PHIPPEN 5R. USAN NAUSS CHRISTI) HER DOD ON ERNIE L. WILLIAMS N ELAINE E HILL KEVIN K RANDOLP JAMES B SILPIN MARS LLS RU OLPH KIM A. BYRENS CYNTHIA M. GERMA MARY E. GILSTRAP GLENN SARINS CHRISTINP.E L. RICHARDS JOANE GARCIA COLSON PHILIP J. EHLER WI DIANEC WIESE REBECCA MARES RN DOROTHY I.ANDER CN .HENRY WELLES JAMES R. HARP DINA 0 HARRIS BARBARA R BARON RICHARD T. EGGER PATRICK D DOLAN DEAN 5.D RLETH HELENS P. DREYER EMILY P HEMPHILL SOMA RUBIO SHARMA JOHN 0 PINKNEY RAYMOND BES (1868 1 57) JAMES H KRIEGER (1913-19 5) EUGENE EST (189319 1) September 2 1993 400 MISSION SQUARE 3750 UNIVERSITY AVENUE POST OFFICE BOX 1028 RIVERSIDE, CALIFORNIA 92502-1028 TELEPHONE (909) 686-1450 TELECOPIERS (909) 686-3083 682-4612 OF UNSEL JAME RIS FFICES IN LM SPRING (519)3 64 RANCHO MIRAGE (6 9) 5 -2611 TARIO (909) 584 City of Redlands 1993 Refunding Certificates of Participation (Loma Linda University Medical Center) Enclosed please find a cover memorandum, a resolution and accompanying documents relating to the above referenced financing Please place these items on the agenda for the September 7 meeting of the City Council Also enclosed is a fee letter to be placed on file in your office If you have any questions regarding the agenda materials please call me KAB/dfs Sincerely yours SN4 Kim A Byrens for Best Best & Krieger