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HomeMy WebLinkAbout4220_CCv0001.pdf RESOLUTION NO. 4220 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING DOCUMENTS RELATING TO THE EXECUTION AND DELIVERY OF ITS INSURED REFUNDING CERTIFICATES OF PARTICIPATION (REDLANDS COMMUNITY HOSPI- TAL) 1987 SERIES A WHEREAS, the California Health Facilities Financing Authority, a public instrumentality of the State of California, has heretofore issued and sold its California Health Facilities Authority Hospital Revenue Bonds ( Insured Loan) Redlands Community Hospital , 1982 Series A ( the "Prior Bonds" ) in the aggregate principal amount of $33 , 435 , 000 ; and WHEREAS, the proceeds of the Prior Bonds were loaned to Redlands Community Hospital (the "Corporation" ) to finance certain additions, extensions , alterations and improvements to the general acute care health facility owned and operated by the Corporation in Redlands, California ( the "Health Facilities" ) and to refinance certain other indebtedness of the Corporation ( the "1982 Project" ) ; and WHEREAS, the Corporation has requested assistance in refinancing the 1982 Project through a proposed install- ment sale financing arrangement between the Corporation and the City of Redlands ( the "City" ) and the execution and delivery of the City ' s Insured Refunding Certificates of Participation (Redlands Community Hospital Project ) , 1987 Series A ( the "Certificates" ) ; and WHEREAS, the payments represented by the Certifi- cates are to be insured by the Office of Statewide Health Planning and Development ( the "Office" ) ; and WHEREAS, the City has determined that assisting the Corporation in the refinancing of the 1982 Project is in the best interests of the City and of benefit to the resi- dents of the City; 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 Security Pacific National Bank, as trustee ( the "Trustee" ) ; a Second Assign- ment Agreement to be entered into between the City and the Trustee; an Assignment of Deed of Trust from the City to the Trustee; a Contract of Insurance to be entered into among the City, the Corporation and the Office; a Regulatory Agreement to be entered into among the City, the Corporation and the Office; a Certificate Purchase Contract to be entered into among the City, the Corporation and Goldman, Sachs & Co. ; and a form of Preliminary Official Statement relating to the Certificates . NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS : Section 1 . Recitals . That the above recitals , and each of them, are true and correct . 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 to accept the Corporation Grant Deed from the Corporation (attached to such Install- ment Sale Agreement as Exhibit A) for and in the name of the City, in substantially the farms 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 3 . Installment Purchase Agreement . That the proposed form of Installment Purchase Agreement pre- sented 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 --he 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 as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided -2- i that such Trust Agreement shall be consistent with the provisions of Section 10 hereof . Section 5 . Appointment of Trustee . Security Pacific National Bank , Los Angeles, California, 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 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 . Assignment of Deed of Trust . That proposed form of Assignment of Deed of Trust 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 Assignment of Deed of Trust 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 8 . Contract of Insurance. That proposed form of Contract of Insurance 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 Contract of Insurance 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 9. Regulatory Agreement . That proposed form of Regulatory 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 Regulatory 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 . -3- Section 10. Certificate Purchase Contract . That the form of Certificate Purchase Contract and setter of Representation of the Corporation attached thereto as Exhibit A 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 Contract and the Letter of Representation of the Corporation 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 Certifi- cate Purchase Contract shall not exceed $40 , 000 , 000, the final maturity of the Certificates shall not extend beyond 2004, the interest component with respect to the Certifi- cates shall not exceed eight percent (8 . 0%) per annum and the Underwriter ' s discount shall not exceed two percent ( 2 . 0%) of the principal amount of Certificates sold. Section 11 . Official Statement . That the draft of the Preliminary Official Statement relating to the Cer- tificates presented at this meeting is hereby approved with such changes therein as may be approved by the City Manager of the City or his designee, and the Mayor, Mayor Pro Tem or any other Councilmember is hereby authorized and directed for and in the name and on behalf of the City to execute the Preliminary Official Statement and Final Official Statement (collectively the "Official Statement" ) and the distribution of such Official Statement in connection with the sale of the Certificates is authorized. Section 12. Form of Certificate. The form of the Certificates as set forth in the Trust Agreement as pre- sented 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, such approval to be evidenced by the execution of the Trust Agreement as aforesaid, and the Trustee is hereby authorized and directed to execute by manual signature such Certifi- cates in the aggregate principal amount set forth herein- above 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 Security Pacific National Bank , 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. -4- 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 offi- cers are hereby ratified and confirmed. Section 16 . Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 17th day of February, 1987 . Mayor of the City of Redlands, California ATTEST: ity lerk df City of Redlands, Cal rnia -5- 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 . C,fty -Clerk ofity of Redlands, Cali=Cia' _3_ JRR0409