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Home My WebLink About4221_CCv0001.pdf RESOLUTION NO. 4221 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING THE REFINANCING OF A GENERAL ACUTE CARE HEALTH FACILITY PROJECT (REDLANDS COMMUNITY HOSPITAL PROJECT) WHEREAS, Redlands Community Hospital , a California nonprofit public benefit corporation ( the "Corporation" ) , has requested assistance in refinancing the construction of a general acute care health facility located at 350 Terra- cina Boulevard in the City ( the "Project" ) ; and WHEREAS, notice of a public hearing to be con- ducted by this City Council with respect to the proposed refinancing of the Project by the City was duly published at least 14 days prior to February 17, 1987 , in a newspaper of general circulation in the City, which notice set 7 : 00 p.m. on February 17, 1987 , 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 pur- poses 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 refinancing, 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 Project and its proposed financing by the City; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: Section 1 . Approval_ of Project and Financing . This City Council hereby approves the Project and its refinancing 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 connec- tion 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 . Effective Date . This Resolution shall take effect immediately upon adoption. ADOPTED this 17th day of February, 1987 . Ma-yoo/rr of the City of Redlands , California California ATTEST: CIty Clerk oM-dlrnia City of Redlands, Ca -2- I , Lorrie Poyzer , City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of Redlands, California, at a regular meeting thereof held on the 17th day of February, 1987 , by the following vote of the City Council ; Councilmembers DeMirjyn, Johnson, Wormser, AYES : Mayor Pro Tem Larsen NOES : None ABSENT: None ABSTAIN: Mayor Beswick IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Redlands , California, this 17th day of February , 1987 . Ci-ty qlerk of r City or Redlands, Cal ornia -6- JRR0409A LAW OFFICES OF ARTHUR L.LTTLEWORTH+ VIRGINIA A.ETTINGER BEST, BEST & K R I EG E R �� COUNSEL GLEN E.STEPHENS+ VICTOR L.WOLF nAM N[RSNIP IN�WDIN4 PROFESSIONAL CORnORAiIONS WILLIAM R,D.WOLFL DANIEL E.OLIVIER BARTON C.GA"T- ARIEL PlERR£CALONNE AGREEMENT CHARLES B.PELO+ DANIEL J. McHUGH 400 MISSION SQUARE PAUL T.SELZER• CARL F. H£RBOLD 3750 UNIWERsITY AVENUE DALLAS HOLMES. STEPHANIE K.HARLAN CHRISTOPHER CARPENTER. MARC E.EMPEY POST OMCE BOX 1028 RICHARD T.ANDERSON r JOHN R. ROTTSCHAEFER JOHN D.WAHLIN. VIRGINIA A.JOHNSON RIVERSIDE,CALIFORNIA 92502 MICHAEL D.HARRIS a LETITIA E.PEPPER W.CURT EALY r MARTIN A.MUELLER TELEPHONE(714'.686-1450 THOMAS S.SLOVAK• J.MICHAEL SUMMEROUR JOHN E.BROWN; HOWARD B.GOLDS TELECOPIER "7141 686-3083 RONALD J.KOHUT EUGENE TANAKA MICHAEL T.REOO ELL r MARGARET F. TANAKA MEREDITH A.JURY r BASIL T,CHAPMAN RAYMOND BEST(11568-1957; PALM DESERT MICHAEL GRANT JEFFEAY J.CRANOALL , FRANCIS J. BALM• SCOTT C.SMITH JAMES H,KRIEGER "191J-a9>.Sj ANNE T.THOMAS* LANCE A.ADAIR 61gj $68-2611 D•MARTIN NETHERY• JACK S.CLARKE EUGENE BEST(9693-1961: GEORGE M.REYES ROGER A.GRAD GORDON COLOGNE,OF COUNSEL WILLIAM W.FLOY O.JR. JEANNETTE A.PETERSON JAMES 9.CORISON,OF CCUNSZ� MICHAEL A.GRIST£+ CHRISTINE M.NORTH GREGORY L.HAROKE TERI L-VOLLN OGLE RICHARD A.OSHINS,OF COUNSEL RICHARD CROSS GREGORY K.WILKINSON AO-co IN NEW*ORK,NEYAOA KENDALL H.MAcVEY DANIEL C•CARMIC HAEL (�Q'71 WASHINGTON.o.C.COURT OF CLAIMS CLARK H.ALS OP BARBARA E.KRISTAL February 11, 18 9 DAVID J•ERWIN r BR6AN M.LEWIS MICHAEL J ANDELSON• TIMOTHY M.CONNOR DOUGLAS S.PHILLIPS* GEORGE H.CHANT Ili CHARLES M.EL LIS+ RONALD A.VAN BLARCOM LANTSON E.ELDRE0+ REBECCA 0,HICKOX IRWIN L.GOLDS BRADLEY E.NEUFELD ANTON IA G.WEINER CECILIA S•WU HARLEM L.BJELLAND MICHAEL E.HULME OAV ID L.BARON GEOFFREY K.WILLIS WYNNE S.FURTH +A PROF€55IONAL CORPORATION Mayor and City Council of the City of Redlands City Hall 30 Cajon Street Redlands, California 92373 Re: Proposal Regarding Legal Services in Connection with the Issuance of Certificates of Participation (Redlands Community Hospital Project ) Ladies and Gentlemen: This letter will serve as a proposal on the part of Best, Hest & Krieger to serve as special counsel in connection with the authorization, issuance and sale of Insured Refunding Certificates of Participation (Redlands Community Hospital Project) , 1987 Series A ( the "Certificates" ) pursuant to an installment sale financing arrangement between the City and Redlands Community Hospital ( the "Corporation" ) to refinance the acquisition, construction, and installation of a general acute care health facility operated by the Corporation. We propose to perform the following services on the basis hereinafter set forth: We will consult with and advise City officials and the City' s financial consultant as to the best legal methods of accomplishing the objectives of the City in connection with the financing and the proceedings for the execution, sale and delivery of the Certificates . LAW OFFICES OF BEST. BEST & KRIEGER Mayor and City Council February 11 , 1957 Page 2 We will prepare and draft all agreements , resolutions, notices, certificate forms and all other legal documents required by California law for the execution, sale and delivery of the Certificates . We will provide such assistance to the City and Goldman, Sachs & Co. , the under- writer for the issue, as may be required in preparing and reviewing any official statement to be used in connection with the offer and sale of the Certificates . We will also examine all proceedings for the issuance and sale of the Certificates , step by step as taken, and when the Certificates are sold, will issue our opinion or opinions upon the validity of the Certificates and on the exemption of the interest on the Certificates from State of California taxation and the exclusion of interest on the Certificates from inclusion in gross income for purposes of federal income taxation to the original purchaser of the Certificates . We will also attend all hearings and all meetings in connection with the proceedings where attendance is requested. For the services to be rendered pursuant to this proposal , including the preparation and supervision of proceedings, examination of each step as taken, and the issuance of our unqualified legal opinion or opinions attesting to the validity of the proceedings and the issuance of the Certificates, the City will pay to us a fee, exclusive of out-of-pocket costs and expenses, which is equal to $45 , 000 . our fee as special counsel will be payable upon execution and delivery of the Certificates from the proceeds of the financing . In the event we are requested to perform additional work outside of our services as special counsel , we will be paid additional compensation therefor at the hourly rates of the attorneys performing such services; provided however, there shall be no such additional compen- sation due us without the prior approval of the City of the performance of such services . In addition to the foregoing, we shall be reimbursed by the City for any out-of-pocket expenses incurred by us in the course of our employment, such as printing costs, long distance telephone calls, reproduction LAW OFFOCES OF BEST, BEST & KRIEGER Mayor and City Council February 11, 1987 Page 3 of documents , travel at the request of the City, and similar items . Should the contemplated proceedings be abandoned or discontinued at any time and the Certificates not issued, we shall be paid a reasonable fee, based on the time expended and the hourly rates of the attorneys performing services , for all services rendered to that time and to be paid or reimbursed to the City by the Corporation. If this arrangement is satisfactory to you, please authorize our employment according to the terms of this letter and return to us a copy of this letter executed by an authorized officer of the City. Respectfully submitted, —�T P'm-t�A dQ>MVPA Francis J. Baum of Best, Best & Krieger TERMS OF EMPLOYMENT APPROVED THIS 17th DAY OF FEBRUARY, 1987 . Authorized Officer of the City of Redlands ATTEST: it Clerk GES0203 LAW OFFICES OF ARTHUR L.LITTLEWORTH+ Vi RG1NIA A.ETTINGER BEST, BEST & K R I EG ER OFFICES IN GLEN E.STEPHENS• VICTOR L.WOLF WILLIAM R.OeWOLFE• DANIEL E.OLi VIER A—TN9R5KIP INCLUOOJNG PROIESSIONAL CORPORAT...S BARTON C.GAUT. ARIEL PIERRE CALONNE PALM SPRINGS CHARLES D.FIELD• DANIEL J. Mc HUGH, 400 MF55ION SQUARE PAUL T.SELZER+ CARL F. HERBOLD .3750 UNIVERSITY AVENUE (619) 325-726x} DALLAS HOLMES• STEPHANIE K.HARLAN — CHRISTOPHER CARPENTER* MARC E.EMPEY POSY OFFICE BOX 1028 RANCHO MIRAGE RICHARD T.ANDERSON. JOHN R.ROTTSCHAEf ER JOHN O.WAHON+ VIRGINIA A.JOHNSON RIVERSIDE,CALIFORNIA 92502 "619)340-2445 M tCHAEL D.HARRl • LETITIA E.PEPPER _ W.CURT EALY• MARTIN A.MUELLER TELEPHONE:.714 886-1450 THOMAS S.SLOVAK* J.MICHAEL SUMMEROUR SAN DIEGO JOHN E.BROWN* HOWARD B-GOLOS TELECOPIER (714) 686-3083 619 4 RONALD J.KOHUT EUGENE TANAKA ( ) 57-4975 MICHAEL T.RIDDELL+ MARGARET F.TANAKA — MEREDITH A.JURY • BASIL T.CHAPMAN 7 BEST 1868-IRS MICHAEL GRANT JEFFERY J.CRANDALL RAYMOND " ) PALM DESERT FRANCIS J. BAUM* SCOTT C.SMITH JAMES H.KRIEGER(891.7-1975) (619) 566-2611 ANNE T.THOMAS* LANCE A.ADAIR D.MARTIN NETHERY• JACK S.CLARKE EUGENE REST(1893-1961) — GEORGE M.REYES ROGER A.GRAD GORDON COLOGNE,OF COUNSEL WILLIAM W.FLOYD,JR. JEANNETTE A.PETERSON JAMES S.CORISON,OF COUNSEL MICHAEL A.CRISTE CHRISTINE M.NORTH GREGORY L.HAROKE 7ERI L.VO LLNdG LE RICHARD A.05HINS,OF COUNSEL RICHARD CR05S GREGORY K-WILKINSON ADMITTED IN. NEw TORN,NCVADA KENDALL H.MACVEY DANIEL C-CARM ICHAEL WASHINGTON,D.C.COURT Or CL+INS CLARK H.ALSOP OARBARA E,KRISTAL DAVID J.ERWIN• BRIAN W LEWIS MICHAEL J.ANDELSON+ TIMOTHY M.CONNOR DOUGLAS S•PHILLIPS* GEORGE H.CHANT 111 CHARLES M-ELLIS* RONALD A.VAN BLARCOM February 11 , 1987 LANTSON E.ELDRED• REBECCA O.HICKOX IRV01N L.GOLDS BRADLEY E.NEUFELO ANTONIA G.WEINER CECILIA S.WU HARLEY L.BJELLANO MICHAEL E.HULME �y DAVID L.BARON GEOFFREY K.WILLIS II- WYNNE S.FURTH +A PROFESS.IONAL CORPORATION ° VIPs, MESSENGER Ms. Lorrie Poyzer City Clerk City of Redlands 30 Cajon Street Redlands, CA 92373 Re: City of Redlands .Insured Refunding Certificates of Participation (Redlands Community Hospital) 1987 Series A Dear Morrie: Please find enclosed the original and 11 copies of the following agenda materials for the City Council meeting of February 17 , 1987 : Covering memorandum Mayor ' s agenda Resolution No. 4220 Resolution No. 4221 Proposal letter Installment Sale Agreement Installment Purchase Agreement Trust Agreement Form of Certificate of Participation Second Assignment Agreement Assignment of Deed of Trust Contract of Insurance Regulatory Agreement LAW OFFICES OF BEST. BEST & KRIEGER City of Redlands February 11 , 1987 Page 2 In addition, the Preliminary Official Statement and the Certificate Purchase Contract will arrive under separate cover from the Underwriter ' s counsel . If you have any questions , please call . Very truly yours, n R� R ttschaeEe ` -for Best , Best & Krieger JRR:bmf