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HomeMy WebLinkAboutContracts & Agreements_19-2001Supplemental Installment Purchase Agreement THIS SUPPLEMENTAL INSTALLMENT PURCHASE AGREEMENT, made and entered into as of the 6th day of February 2001 ("Amendment No. 1"), supplements and amends that certain Installment Purchase Agreement dated as of September 1, 1993 (as originally executed, the "Original Agreement", and with this Amendment No. 1, the "Agreement"), by and between the CITY OF REDLANDS, a general law city duly organized and existing under and pursuant to the laws of the State of California (the "City") and LOMA LINDA UNIVERSITY MEDICAL CENTER, a nonprofit, religious corporation duly incorporated under and by virtue of the laws of the State of California (the "Corporation"). ARTICLE I DEFINITIONS Section 1.1. Definitions. In this Amendment No. 1, the words and terms defined in the Original Agreement, shall have the same meaning when used herein, and the following words and terms as used in this Amendment No. 1 shall have the following meanings, unless the context or use indicates another meaning or intent. To the extent a term defined herein has been previously defined in the Original Agreement, the meaning herein shall take precedence and be deemed an amendment of the Agreement to the extent applicable: "Cash" shall mean the sum of cash, cash equivalents, liquid investments and unrestricted marketable sec.urities of the Corporation, including board -designated funds which would qualify as cash or cash equivalents but for the board designation, less (i) restricted funds and funds subject to any lien or pledge, (ii) self-insurance reserves, (iii) proceeds of any short-term borrowing including, without limitation, draws on lines of credit regardless of the maturity date of the line of credit agreement and bank overdrafts, and (iv) Current Liability Overages, but only if such number is positive. "Current Liability Overages" shall mean Day of Cash Expenditure multiplied by the number derived from (a) the subtraction of Liability Days from (b) Current Liabilities divided by Day of Cash Expenditures. For purposes of this definition only, "Current Liabilities" shall mean current liabilities less the current maturities of long-term indebtedness, all as determined in accordance with generally accepted accounting principles. For purposes of illustration, this amount shall be calculated pursuant to the following formula: Day of Cash Expenditures x [(Current Liabilities ± Day of Cash Expenditures) — Liability Days]. "Day of Cash Expenditures" shall mean the amount computed by subtracting from the amount of Total Operating Expenses the amount of depreciation expense included in Total Operating Expenses, and dividing the result by 365. "Gross Receivables" shall mean all of the Corporation's accounts, contract rights and general intangibles now existing or heretofore or hereafter acquired and all proceeds thereof, but excluding specifically all gifts, grants, pledges, bequests, donations, legacies and contributions (including income therefrom or proceeds from the sale thereof) heretofore or hereafter made to the Corporation. Gray Cary\GT\6220041.3 58106-133441 "Liability Days" shall mean, for purposes of calculating Current Liability Overages, eighty (80) for the calculation to be performed as of January 1, 2001, seventy-five (75) for the calculation to be performed as of July 1, 2001, and seventy (70) for the calculation to be performed as of January 1, 2002 and each calculation date thereafter. "Total Operating Expenses" shall mean, for a particular Fiscal Year, the Corporation's "total expenses" (excluding extraordinary gains and losses), as reflected on the Corporation's audited financial statements for most recent Fiscal Year. ARTICLE II AMENDMENTS Section 5.12. Amendment to Section 5.12 of the Agreement. Section 5.12 of the Agreement is hereby deleted in its entirety and replaced with the following: "Section 5.12. Maintenance of Cash. The Corporation covenants and agrees for the benefit of the Insurer for so long as an MBIA Municipal Bond Insurance Policy is outstanding, that it will maintain a balance of Cash equal to at least the following amounts (the "Liquidity Amount") at the following times: (a) on January 1, 2001, an amount equal to 30 times a Day of Cash Expenditures of the Corporation, and (b) on July 1, 2001, an amount equal to 35 times a Day of Cash Expenditures of the Corporation, and (c) on January 1, 2002, an amount equal to 40 times a Day of Cash Expenditures of the Corporation, and (d) on July 1, 2002, an amount equal to 45 times a Day of Cash Expenditures of the Corporation, and (e) on January 1, 2003, an amount equal to 50 times a Day of Cash Expenditures of the Corporation, and (f) on July 1, 2003, an amount equal to 55 times a Day of Cash Expenditures of the Corporation, and (g) on each January 1 and July 1 after July 1, 2003, an amount equal to 60 times a Day of Cash Expenditures of the Corporation. Said moneys do not constitute part of the Trust Estate for purposes of the Indenture, and the Corporation may spend any or all of such amount for any lawful purpose. The calculation of the Liquidity Amount for each January 1st shall be made on or before 120 days following the end of the immediately preceding Fiscal Year and such calculation shall be done using the audited financial statements for such immediately preceding Fiscal Year. Gray Cary\GT\6220041.3 58106-133441 2 The calculation of the Liquidity Amount for each July 1st shall be made on or before 60 days following each June 30th and such calculation shall be done using the unaudited financial statements for the period of January 1st through such June 30t1i for the Cash amount and the audited financial statements for the immediately preceding Fiscal Year for the Day of Cash Expenditures amount. The Corporation shall provide to the Bond Insurer(s) written notice of the calculation of the Liquidity Amount on or before the date such calculation is required to be made as provided in the foregoing two paragraphs. The Bond Insurer(s) may declare an immediate Purchase Agreement Default under Section 9.1 hereof by delivery of written notice thereof to the Trustee and the Corporation if (a) the Corporation shall fail to deliver to the Bond Insurer(s) any notice of the calculation of the Liquidity Amount required by the foregoing provisions of this Section 5.12 and fails to cure such failure within ten (10) business days after receipt of notice from the Bond Insurer(s) of such failure, and/or (b) the Corporation shall fail to maintain the required Liquidity Amount on any January 1 or July 1 and fails to restore the amount of Cash on hand to at least such required Liquidity Amount prior to the next semi-annual test date (January 1 or July 1, as applicable). The Insurer shall have the right to waive (in writing) compliance with the covenant set forth in this Section 5.12, from time to time and on such terms and conditions as the Insurer shall deem appropriate, without consent of the Holders." ARTICLE III MISCELLANEOUS Execution in Counterparts. This Amendment No. 1 may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but on and the same instrument. Applicability of the Agreement; Consents and Effective Date. The provisions of this Amendment No. 1 and the provisions of the Original Agreement are hereby ratified, approved and confirmed. This Amendment No. 1 shall be construed as having been authorized, executed an delivered pursuant to the provisions of Section 9.01(B) of that certain Trust Agreement by and between the City, the Corporation and the Trustee (as defined therein). Severability. In the event that any clause or provision of this Amendment No. 1 shall be held to be invalid, the invalidity of such clause or provision shall not affect any of the remaining provisions. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.] Gray Cary\GT\6220041.3 58106-133441 3 IN WITNESS WHEREOF, the City has caused this Amendment No. 1 to be executed on behalf of the City by its duly authorized Mayor, and attested under its seal by its City Clerk, and the Corporation has caused this Amendment No. 1 to be executed on behalf of the Corporation by its authorized officers, pursuant to a resolution duly adopted by its Board of Trustees, all being done as of February 6, 2001. ATTEST: By: Its: City r lerk fo CITY OF REDLANDS, CALIFORNIA By: Its: Mayor SIGNATURES CONTINUED ON NEXT PAGE [SIGNATURE PAGE CONTINUED] LOMA LINDA UNIVERSITY MEDICAL CENTER By: ve_aev,e.c---= Its: "Fk i By: Its: Gray Cary\G'1\6220041.3 58106-133441 5 ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) SS CITY OF REDLANDS ) By the authority granted under Chapter 4, Article 3, Section 1181, of the California Civil Code, and Chapter 2, Division 3, Section 40814, of the California Government Code, on February 13, 2001, before me, Beatrice Sanchez, Deputy City Clerk, on behalf of Lorrie Poyzer, City Clerk of the City of Redlands, California, personally appeared Pat Gilbreath and Lorrie Poyzer { X} personally known to me - or - { } proved to me on the basis of satisfactory evidence to be the persons whose names) are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. LORRIE POYZER, CITY CLERK By: Beatrice Sanchez, Deputy City Clerk (909)798-7531 { } { } CAPACITY CLAIMED BY SIGNER(S) Individual(s) signing for oneself/themselves Corporate Officer(s) Title(s) Company Partner(s) Partnership Attorney -In -Fact Principal(s) Trustee(s) Trust Other Title(s): Mayor and City Clerk Entity Represented: City of Redlands, California THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW: Title or Type of Document: Supplemental Installment Purchase Agreement Date of Document: February 6, 2001 Signer(s) Other Than Named Above: B. Lyn Behrens, President & CEO, Loma Linda University Medical Center. NOTARY PAGES TO BE ATTACHED. 'unnIIfhlAI AlnI[IMIAWI CneMF111T �S!��,�C!�.SC:�v!�!�C!�a� .�C'�C!s�S!'aC!�a..�C!c�c .' �C!���. C�--�.'.�C!�.�S;�aC�.• C�.'�.• ..,��-�aC,-���Y��SA�5,���.• .•�. S C�.•!�.�>�7, State/ Commonwealth ofC((�L( County of 9 L& LTILCIAY JENNY TANNER COMM. #1168106 33 NOTARY PUBLIC - CALIFORNIA 0-,,0 SAN BERNARDINO COUNTY My Comm. Expires Jan. 8, 2002 On this the day of ' 6-` Day Month SS. before me, vt, YU�1 a o Year Name of Notary Public the undersigned Notary Public, personally appeared Name of Signer(s) El -personally known to me II -proved to me on the basis of satisfactory evidence to be the person frsf whose namereef is/9.pd. subscribed to the within instrument, and acknowledged that I, /she/tWi executed it. WITNESS my hand and official seal. OPTIONA Though the information in this section is not required by law, it may pro valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Si. ure of Notary Public Title or Type of Document: _ Document Date: Number of Pages: it Signer(s) Other Than Named Above: • .r.!. u[.ii .ice RIGHT THUMBPRINT OF SIGNER #1 Top of thumb here RIGHT THU OF SIGH BPRINT R #2 Top of thumb here © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.nationalnotary.org Item No. 5170 Reorder: Call Toll -Free 1-800-876-6827 Gray Cary\GT\6220041.3 58106-133441 6 Funds - Replacement of Office Printer - On motion of Councilmember George, seconded by Councilmember Haws, the City Council unanimously approved an additional appropriation from the General Fund in the amount of $1,000.00 to replace a LaserJet printer in the City Treasurer's office and hook it into the City's network. Loma Linda University Medical Center Project - COPs - On motion of Councilmember George, seconded by Councilmember Haws, the City Council unanimously approved an amendment to the purchase installment agreement with the Loma Linda University Medical Center relating to the 1993 Refunding Certificates of Participation Series D. Funds - Joslyn Senior Center Donations - On motion of Councilmember George, seconded by Councilmember Haws, the City Council unanimously approved an additional appropriation of $2,000.00 to fund programs and equipment for the Joslyn. Senior Center. These funds were received in the foiiu of donations and contributions from seniors utilizing the Center. Salary Adjustment - Part -Time Employees - On motion of Councilmember George, seconded by Councilmember Haws, the City Council unanimously approved a cost -of -living salary adjustment for part-time hourly emnloNip, -- the amount of 2.5 percent. Review of Water and Wastewater Utility Fiscal Requirements - Staff requested authorization to issue a request for proposals for a review of water and wastewater utility fiscal requirements, rate revenue, and development impact fees. Councilmember Freedman asked if this study could be done with our staff as it would be less expensive. Municipal Utilities Director Phelps felt that in order to address the fiscal issues adequately, in a timely fashion, and with the credibility of an independent review, that the study should be done by a consulting firm specializing in this area. Finance Director Johnson agreed with Municipal Utilities Director Phelps' assessment. Staff indicated a willingness to continue this matter to further review. Councilmember Freedman moved to refer this request to the City Manager for further study to see if an in-house review would be a more reasonable solution. Motion seconded by Councilmember George and carried unanimously. Resolution No. 5837 - Traffic Signals - California Street and I-10 - On motion of Councilmember George, seconded by Councilmember Haws, the City Council unanimously adopted Resolution No. 5837, a resolution of the City Council of the City of Redlands authorizing the Mayor to act for and on behalf of the City in the execution of Program Supplement No. M001, Rev. 1 to the Administering Agency -State Agreement for Federal -Aid Project No. 08-5083 for railroad crossing protection at California Street and the BNSF Railroad south of and adjacent to Interstate 10 with the installation of traffic signals February 6, 2001 Page 4