HomeMy WebLinkAbout1991-263
RESOLUTION NO.
91-263
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING AN APPLICATION FOR INDUSTRIAL
DEVELOPMENT BOND FINANCING; DIRECTING THE PREPARATION OF
CERTAIN DOCUMENTS; AND MAKING CERTAIN OTHER FINDINGS AND
DETERMINATIONS IN CONNECTION THEREWITH (SISTERS OF CHARITY
OF THE INCARNATE WORD, HOUSTON, TEXAS, SOLE CORPORATE
MEMBER OF ST. BERNARDINE MEDICAL CENTER)
WHEREAS, the City of San Bernardino, California ("City"), Is a
"home rule city" duly organized and existing under and pursuant to a
Charter adopted under the provisions of the Constitution of State of
California; and
WHEREAS, pursuant to Its home rule powers, the City duly and
regularly enacted Ordinance No. 3815 (the "Ordinance") to finance various
types of projects, as defined in the Ordinance, and to Issue its special
revenue bonds for the purpose of paying the cost of financing such
projects, and has amended the same from time to time; and
WHEREAS, sa i d Ord I nance No. 3815, as amended, is intended to
finance the development of Industry and commerce and to thereby broaden the
employment opportunities for residents of the City and its tax and revenue
base; and
WHEREAS, there has been presented to this Mayor and Common
Council an Application, attached hereto as Exhibit "A" and Incorporated
herein by reference by Sisters of Charity of the Incarnate Word, Houston,
Texas, Sole Corporate Member of St. Bernardine Medical Center
(the "Applicant"), requesting the Issuance of revenue bonds in the
principal amount of not to exceed $60,000,000 for the purpose of financing,
on behalf of the Applicant, the cost and expense of certain health
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facilities located at St. Bernardine Medical Center and more fully described
in Exhibit "B" attached hereto (the "Project").
NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY
THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
Section 1.
That the recitals set forth hereinabove are true
and correct and are incorporated herein by this reference.
Section 2. The City of San Bernardino, California, is a
municipal corporation duly created, established and authorized to transact
business and exercise its powers, all under and pursuant to the
Constitution and laws of the State of California, and the City Charter of
the City, and the powers of the City include the power to issue bonds for
any of its corporate purposes.
Section 3. Pursuant to the Charter of the City and Ordinance
No. 3815, as amended, of the City, the City is legally authorized to issue
special revenue bonds for the construction and permanent financing as
described in the recitals hereof.
Section 4.
This body constitutes the governing body of the
City and is legally authorized to provide for the issuance of such special
revenue bonds by the City.
Section 5. The Project referred to in the recitals nereof
constitutes a project which may be financed by the issuance of such special
revenue bonds by the City and located within the jurisdiction of the City.
Section 6.
The Application referred to in the recitals hereof
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complies with the provisions and requirements of said Ordinance No. 3815,
as amended, and the Project involved in such Application is hereby approved
and the provisions of Subsection (d) of Section 10 and Subsection (a) of
Section 11 of said Ordinance No. 3815 shall not apply.
Section 7. The City hereby declares its intention to exercise
the authority referred to in Section 3 hereof by issuing bonds of the City
in such amount as will be adequate to implement the City financing of the
Project.
Section 8. The bonds shall be payable from the revenues
described in said Ordinance No. 3815, as amended.
Section 9. The bonds shall be and are special obligations of
the City, and, subject to the right of the City to apply moneys as provided
in the applicable laws, are secured by such revenues as are specified in
the proceedings for the issuance of such bonds and funds and accounts to
be held by the trustee or fiscal agent, and are payable as to principal,
redemption price, if any, and interest from the revenues of the City as
therein described. The bonds are not a debt of the City, the State of
California or any of its political subdivisions, and neither the City, the
State, nor any of its political subdivisions is liable thereon, nor in any
event shall the bonds be payable out of the funds or properties other than
all or any part of the revenues, mortgage loans, and funds and accounts as
in this Resolution set forth. The bonds do not constitute an indebtedness
within the meaning of any constitutional or statutory debt limitation or
restriction. Neither the persons serving as the Mayor and Common Council
nor any persons executing the bonds shall be liable personally on the bonds
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or subject to any personal liability or accountability by reason of the
issuance thereof.
Section 10. The details of such bonds, including the
estaolishment of the aggregate face amount of such obligations, shall be
authorized by indenture, resolution or resolutions of the City at a meeting
or meetings to be held for such purposes. The City Staff, Sabo &
Green as Bond Counsel and Issuer's Counsel to the City, the Applicant
and the agents and representatives of same are hereby authorized
and directed to prepare or cause to be prepared the necessary
legal documents, including the Loan Agreement, Resolution of Issuance,
and such other documents as may be necessary to effect said
Project and the issuance of revenue bonds therefor and to present
same to said Mayor and Common Council. The Mayor of the
City is hereby authorized and directed to coordinate the efforts of all
concerned relating to the issuance and sale of the bonds, and the City
Staff, consultants, legal counsel to the City and Bond Counsel as
reference above are hereby directed to take such steps as shall be
appropriate to implement such sale and delivery of the bonds including
working with persons who may acquire vested rights as the result of such
actions.
Section 11. This Resolution constitutes a proper exercise of
the powers of this Mayor and Common Council and conforms to State and local
legal requirements relating to the issuance of such special revenue bonds
and other bonds or debt obligations by a charter city in this State.
Section 12.
It is intended that this Resolution shall
constitute such "official action" toward the issuance of the bonds within
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the meaning of the United States Treasury Regulations, the United States
Tax Laws, and any legislation now or hereafter pending in the Congress of
the United States which may require official action in order for the bonds
to be exempt from Federal income taxation.
Section 13.
At the closing of the financing there shall be
paid to the City the fee set forth in Resolution No. 81-108 of the Mayor
and Common Council, adopted March 13, 1981, as amended by Resolution No.
81-410, of the Mayor and Common Council, adopted September 24, 1981.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted
by the Mayor and Common Council of the City of San Bernardino at a
regular
meeting thereof, held on the
17th
day of
June
, 1991, by the following vote, to wit:
AYES:
Council Members Estrada, Reilly, Hernandez, Maudsley,
Minor, Pope-Ludlam, Miller
NAYS:
None
ABSENT:
None
4"-<:.Al.<'.. (>X-:r-", 1.- . "'<.L,-/_
- City Clerk I
The foregoing resolution is hereby approved this 19th
day of
June
1991.
--7~)[~
Major of the City of
San Bernardino, Pro Tempore
Approved as to form and legal content:
JAMES F. PENMAN
City Attorney
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Res. 91-263
APPLICATION OF THE
ST. BERNARDINE MEDICAL CENTER
FOR INDUSTRIAL REVENUE BOND FINANCING
PART I GENERAL AND BUSINESS INFORMATION
1.1 The legal name of the Applicant is "st. Bernardine Medical
Center" .
1.2 The Applicant provides acute hospital services.
1.3 The mailing address and principal place of business of the
Applicant are as follows:
st. Bernardine Medical Center
2101 North Waterman Avenue
San Bernardino, California 92404
1.4 Employer Tax I.D. No_ 95-1643353.
1.5 The Principal contact for the Applicant is Gregory A. Adams.
1.6 Telephone Number (714) 883-8711 ex. 3111.
1.7
The Applicant is a hospital.
1. 7.1
The Applicant is organized and existing pursuant to
the laws of the State of California.
1. 7.2
The Applicant was duly organized on January 2,
1953.
1. 7.3
Nature of Legal affiliations - Parent Company -
sisters of Charity of the Incarnate Word, Houston,
Texas.
1.8 The Applicant is a non-profit corporation.
1.9 Key Officers and Directors of the Applicant.
1.9.1
Principal Officers:
Gregory A. Adams -
sister Ruth Heffernan -
sister Mary David O'Gorman -
(Presently Vacant) -
President
Treasurer
Secretary
Vice President
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1.9.2 Board of Directors:
Sam T. Knappenberger, M.D., - Chairman
I.J. Gabriel - Vice-Chairman
Thomas McPeters
Martin A. Matich
Anthony H. Evans, Ph.D.
Thomas Hellwig, M.D.
I.H. crittenden, M.D.
Harold C. Harris, Jr.
Sister Mary David O'Gorman
sister Christina Murphy
Gregory A. Adams
1.10 Description of other business affiliations of principal
officers, directors and stockholders:
Sam T. Knappenberger,
M.D.,
Urologist on staff
(retired)
I.J. Gabriel
Retired Businessman
Thomas McPeters
Attorney
Martin A. Matich
Owner-Construction
Company
Anthony H. Evans, Ph.D.
President Cal-State,
San Bernardino
Thomas Hellwig, M.D.
Internal Medicine &
Pulmonary - on staff
CardiOlogist-on staff
I.H. Crittenden, M.D.
Harold C. Harris, Jr.
Retail Business
sister Mary David O'Gorman
N/A
N/A
N/A
sister Christina Murphy
Gregory A. Adams
1.11 Employees
1.11.1
The Applicant has 1,730 employees as of June 6,
1991.
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1.11.2
The Applicant currently provides the following
services:
Hosoital Services
General Acute Care
Perinatal
Pediatric
Intensive Care
Coronary Care
Acute Psychiatric
other Services
Basic Emergency
Radiation Therapy
Outpatient Services Psych (BHS)
Social Services
Respiratory Care Services
Physical Therapy
Occupational Therapy
Nuclear Medicine
Cardiovascular Surgery
Renal Transplant
LORP Services
Mobile Lithotripsy
N.I.C.U. (June 19, 1991)
1.12 Expert Professional services in
Application for Industrial Revenue
provided by the following:
1.12 . 1
1. 12 . 2
1. 12 . 3
1. 12 . 4
1. 12 . 5
SBEO\OI09\DOC\6A
connection with this
Bond Financing will be
Ernst & Young shall serve as accountants for the
Applicant.
Vincent & Elkins shall serve as attorney for the
Applicant and the contact person with said firm is
Donald Howell at (716) 758-2318.
Sabo & Green, a Professional Corporation shall
serve as Bond Counsel to the City.
Principal Architect - Falick Klein Partnership; and
Structural Engineer - W.O. Harrison & Associates.
Other.
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1.13 The principal banking accounts of the Applicant are held by:
Wells Fargo Bank
296 West Highland Avenue
San Bernardino, CA 92405
Attn: Ms. Gloria Forget, Vice President/Manager
Citizen & Southern
6000 Feldwood Road, SS Center
College Park, Georgia 30349
Attn: Mr. Jeffe Lovejoy, Vice President
1.14 The source of funding for the Project will be from proceeds of
the proposed revenue bonds which will be used to reimburse the
Applicant for prior qualified construction costs and to
complete the project acquisition and construction.
PART II BOND :ISSUE
2.1 The estimated total ~mount of the financing package and the
proposed use of bond proceeds are as follows:
2.1.1
Project cost - $58,800,000
Legal, printing and related fees - $1,200,000
Financing costs and fees - (included within 2.1.2)
Capitalized interest - $-0-
2.1.2
2.1.3
2.1.4
2.1.5
Other miscellaneous costs - $-0-
Total: $60,000,000
2.2 The estimated target date for the financing of the Project by
initiating official action by the City on the proposed bond
issue is June 17, 1991; TEFRA hearing to occur on July 10,
1991; and final approval of all bond issue documents to occur
on July 10, 1991.
2.3 It is proposed that the financing for the Project will occur
no later than July 29 and 30 for a final closing on the bond
issue.
2.4 The present proposal anticipates the issuance of revenue bonds
by the City under a Trust Indenture with a loan of the bond
proceeds to the Applicant through a Loan Agreement. The bond
financing will comply with all federal and state requirements
for the issuance of bonds and the loan of such proceeds to a
501(c)(3) non-profit hospital corporation by a municipal
corporation.
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PART III FINANCIAL INFORMATION
3 . 1 The audit reports and financial statements as of June 30,
1990, for the Applicant are included as Exhibit "A" hereto,
and have been prepared by Ernst & Young.
3.2 The Applicant is a hospital with 311 beds.
PART IV PROJECT INFORMATION
4.1 The Project as proposed by the Applicant will enable the
completion of a six-story addition to the Hospital,
construction of a new lObby/entrance, provide reimbursement of
certain costs incurred in connection with the construction of
a parking structure, upgrading and relocating a
catheterization laboratory and a renovation of the 1974
Building.
4.2 The components and the estimated total cost of the functional
parts of the Project are as follows:
4.2.1 Land - $-0-
4.2.2 Buildings and equipment - $58,800,000
. 4.2.3 Equipment - (included within 4.2.2)
4.2.4 N/A
4.2.5 N/A
4.3 The estimated construction period for the completion of all
construction aspects of the Project is approximately six
months from the date of issuance of the bonds.
4.4 The supervising or consulting engineer responsible for the
design of the Project on behalf of the Applicant will be W.D.
Harrison & Associates.
4.5 The Project site is located at 2101 North Waterman Avenue, San
Bernardino, California.
4.6 The Project is not a new location but is an expansion of
facilities at the Applicant's present location.
4.7 Legal OWner of Project site is sisters of Charity of the
Incarnate Word, Houston, Texas.
.
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4.8
The Project will provide
equipment as set forth on
approving this Application.
the additional facilities and
Exhibit "B" to the Resolution
4.9 N/A
4.10 The city of San Bernardino has issued all building permits as
required for the completion of the Project, and all other
discretionary approvals from the City have been obtained.
4.11 N/A
4.12 N/A
4.13 N/A
PART V PUBLIC BENEFITS
5.1 The proposed financing by the City will enable the Applicant
to fund necessary construction costs and equipment acquisition
to increase medical services to be rendered to residents of
the city and the area.
5.2 N/A
PART VI COMMITMENTS
6.1 The Applicant by the submission of this Applicant agrees to
comply and/or to assist the city in complying with all State
and federal laws in the issuance of the bonds or other such
tax-exempt obligations to finance the Project, including,
without limitation, making of any required application to a
governmental department, for authorization, qualification or
registration of the offer, issuance or sale of the bonds or
other tax-exempt obligations, and any amendments thereto, and
any permit or other authorization of such governmental
department, prior to the delivery by the city of such bonds or
other tax-exempt obligations.
6.2 The Applicant further commits to cause and/or to assist the
city in causing to be printed any prospectus or other written
or printed communication proposed to be published in
connection with the issuance, offer or sale of bonds or other
tax-exempt obligations, prior to the delivery by the city of
such bonds or other tax-exempt obligations, and, to the extent
deemed necessary by the City, following delivery of such bonds
or other tax-exempt obligations.
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6.3 The Applicant also commits to pay all expenses in connection
with the issuance, offer or sale of the bonds or other tax-
exempt obligations, whether or not such bonds or other tax-
exempt obligations are finally issued, and to hold the city
harmless from any and all expenses related thereto, to pay
items on an ongoing basis so that neither the City, nor its
advisors, attorneys, employees and the like will accumulate
any claims against the City.
6.4 The Applicant will supply any additional information,
agreements and undertakings as the City may require as a
result of conferences and negotiations which will be
reproduced and supplied to the City and which shall be deemed
as supplements or amendments to this Application.
PART VII SIGNATURE
7.1 The undersigned as authorized officers of the Applicant as
noted below are the officers of the Applicant holding the
prime responsibility-for the financing to be taken for the
proposed Project, and each certifies that such person has the
authority to bind the Applicant to contract terms; that this
Application to the best knowledge or belief of the
undersigned, contains no false or incorrect information or
data, and this Application, including exhibits and attachments
hereto, is truly descriptive of the proposed Project. The
undersigned also represents by the execution of this
Application familiarity with Ordinance No. 3815, as amended,
of the city of San Bernardino.
PART VIII FEE SCHEDULE
8.1 The Applicant acknowledges that the City requires a non-
refundable application fee of $50 for each project to be
considered for eligibility, to be paid when the basic
documents are requested. With the submittal of this
Application, $500 is payable to the City. If this Application
is accepted, an additional fee of $10,000 is payable for
administrative costs. The Applicant acknowledges that the
commitments in Part VI above are in addition to these fixed
amounts. Thus, in the event that no closing occurs, the City
shall be reimbursed for its processing costs.
8.2 All fees of the city may be capitalized and included in the
bond issue as acceptable to the bond purchaser.
8.3 The Applicant acknowledges that the city derives its entire
support from the fees for the services to be provided in
processing this Application. The total function of the city
in processing this Application is conducted on a self-
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supporting basis, and involves no state general revenues or
expenditures from taxes from the state or any of its political
subdivisions. No indebtedness or taxing power of the city is
involved in connection with this financing program. Project
revenues are the sole security for bonds of the city. The
federal guarantees, if any, enhance these revenues and income
and the security of the bonds.
Pursuant to Resolution No. 81-108 of the city, as amended by
Resolution No. 81-410 of the city, one percent (1%) of the
principal amount of the bond issue shall be deposited in the
City Treasury in the Industrial Revenue Bond Reserve and
Development Fund, which shall be used in such manner as the
Mayor and Common Council may direct from time to time.
"APPLICANT"
By:
Title:
?~~
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Res. 91-263
Exhibit "A"
(Attach Financial statement of Applicant)
[On file with Issuer's Counsel]
JUDe 11, 1991
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JUN 12' '91 10:20RM SRBO & GREEN
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Res. 91-263
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North Tower
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EXHIBIT "B"
DESCRIPTION OF PROJECT
This projeot involves the oonstruction of a six-atory bUilding.
!l'he services hy floor are: (1) kitohen, cafeteria, meeting rooms;
(2) 26-bed Critical Care Unit; (3) 14 LDJU>, 20-bed Neo-Natal
unit; (4) 24-bed Neuro Unit, 12-hed Intermediate Care Unit;
(5) 36-hed Medical-Surgical Unit; and (6) 36-bed Medical-surgical
Unit. A new lobhy/entrance has been included in the project cost
to connect the new tower with the existing facility.
Capital AdditionS/Parking Garage
Various capital additions for reill1bursement. of prior expenditures
during fisoal years 1990 and 1991 and proposed additions during
fiscal years 1991 and 1992. These major additions primarily
consist of major movable equipment including operating room
monitors, catheterization can, catheterization lahoratory
equipment upgrades, intravenous pumps, cardiopulmonary bypass-
equipment, and a lahoratory hematoloqy analyzer. The
construction of a parking garage is also necessary for hospital
employees, patients and visitors.
C8thmterization LahorAt~rv Ralocation
This project involves the relocation of the existing-
Catheterization Laboratory and the addition of a third room
adjacent to the operating room for improved servioe and quality.
RenOVAt.ion
18 This projeot involves the remodeling of the 1974 Building. The
remodeling inoludes flooring finish upqrades, wall and ceiling
19 treatment and improved lighting.
C I T Y
o F SAN B ERN A R DIN 0
DEVELOPMENT DEPARTMENT
MEMORANDUM
TO:
Patty Aguilera
City Clerk's Office
FROM:
Deborah Marez~~~
Secretary \:11"
SUBJECT:
KAYOR AND COMMON COUNCIL RESOLUTIONS FROM THE
JUNE 17, 1991 COMMUNITY DEVELOPMENT COMMISSION MEETING
DATE:
June 17, 1991
COPIES:
File
ql-J-(P :,
Here are the resolutions which was approved and adopted on June 17, 1991 at
the Mayor and Common Council and Community Development Commission meeting for
your further processing and return. Agenda items numbered 3 through 17
relate to the Fiscal Year 1991/1992 Community Development Block Grant (CDBG)
Agreement between the City and various agency(ies). The Agreements for each
of the resolutions have been forwarded to Leslie Bond, Staff Assistant,
Development Department for processing of the appropriate signatures. The
resolutions enclosed are as follows:
AGENDA
NUMBER RESOLUTION
3 91-246
4 91-247
5 91-248
6 91-249
7 91-250
8 91-251
9 91-252
10 91-253
11 91-254
12 91-255
13 91-256
14 91-257
15 91-258
16 91-259
17 91-260
SUBJECT
Boys and Girls Club, Program Administration
Bethlehem House, Inc., (Renovation)
Rolling Start, Inc., (Helpline)
Bethlehem House, Inc., (Shelter and Support Services)
Easter Seal Society/Inland Area Head Injury Support
Group
Highland Dist. Council on Aging, Inc., (Senior Ctr.)
Highland Dist. Council on Aging, Inc., (Administration)
Easter Seal Society (Renovation)
Rolling Start, Inc., (Deaf Services)
Kids Against Crime, Inc.
San Bernardino Community Against Drugs, Inc.
Inland Mediation Board, Inc.
Boys and Girls Club, Inc., (Rehabilitation)
Legal Aid Society
Frazee Community Center
DEVELOPMENT DEPARTMENT STAFF REPORT
Resolutions from the June 17, 1991 MCC Meeting
Page -2-
18
91 261
91 262
Central City Promenade -- Schurgin Development
22
91 263
91 264
Sisters of Charity IDB Bond Issue of 1991
Each of the resolutions have a cover agenda sheet and attached staff
report which indicate your resolution number. I would appreciate if you keep
this paperwork with the appropriate resolution and return same after all
signatures have been obtained for my records. If there are any questions
please call me at extension 3473. Thank you.
Enclosures
5379R:dlm