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HomeMy WebLinkAbout1991-312 . . RESOLUTION NO. 91-312 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA SCH HEALTH CARE SYSTEM REVENUE BONDS (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS), SERIES 1991A," AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS WHEREAS, the city of San Bernardino, California ("city"), is a charter city duly organized and existing under and pursuant to the provisions of the Constitution of the State of California; and WHEREAS, pursuant to its charter powers, the City duly and regularly enacted Ordinance No. 3815, as amended (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 costs of financing such projects; and WHEREAS, there was filed with the city an Application (the "Application") pursuant to the provisions of the Ordinance by sisters of Charity of the Incarnate Word, Houston, Texas, Sole Corporate Member of st. Bernardine Medical Center (referred to herein as the "Corporation"), requesting the issuance of revenue bonds (the "Bonds") for the purpose of financing and refinancing the costs and expenses of additions to and improvements of its hospital facilities as more particularly described in said Application; and - 1 - , . WHEREAS, the Application was reviewed and the plan of financing was found to comply with the spirit, intent and provisions of the Ordinance, and the City determined to proceed with the financing; and WHEREAS, the Mayor and Common Council must now approve and authorize the execution of various documents in connection with the issuance, sale and delivery of such Bonds entitled "City of San Bernardino, California, SCH Health Care System Revenue Bonds (Sisters of Charity of the Incarnate Word, Houston, Texas), Series 1991A." NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The Recitals set forth hereinabove are true and correct in all respects. Section 2. The City hereby determines that the project proposed by the Corporation for which the Bonds will be issued is in compliance with the purposes of the Ordinance and with the criteria established pursuant thereto, and further determines that the Corporation provides necessary medical care and services to the citizens of the city and is an essential part of the city's health care delivery system and the undertaking of such proposed project by the City will be a substantial factor in the ability of the Corporation to provide such necessary services - 2 - and to contain the cost of such services. The project proposed by the corporation is in compliance with the purposes of the Ordinance and with the criteria established pursuant thereto. section 3. It is likely that the undertaking of the project by the city will be a substantial factor in the accrual of public benefits from the use of the Corporation's hospital facilities as proposed in the Application. section 4. The issuance by the City of the "City of San Bernardino, California, SCH Health Care System Revenue Bonds (Sisters of Charity of the Incarnate Word, Houston, Texas) Series 1991A" in an amount not to exceed $60,000,000 is hereby approved. The Bonds shall be issued in substantially the form and in accordance with the terms of the Trust Indenture as herein defined and herein approved and as such Trust Indenture may be from time to time amended. The Bonds shall be issued and sold to Merrill Lynch capital Markets (the "Underwriters") upon such terms and conditions as are provided in the Bond Purchase Agreement as hereinafter defined and approved. section 5. The Bonds shall be special obligations of the City and shall not be deemed to constitute a debt or liability of the city or a pledge of the faith and credit of the ci ty, but shall be payable solely from the payments received under the terms of the Loan Agreement, described hereinafter. The issuance of such Bonds shall not directly or indirectly or contingently obligate the City to levy or pledge any form of - 3 - taxation whatsoever therefor or to make any appropriation for their payment. section 6. The Mayor and Common Council, acting for and on behalf of the city, hereby approve the Trust Indenture referred to above, substantially in the form as on file with the City Clerk with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel to the city, the Mayor, or, in his absence or disability, the Mayor Pro Tern, and approved by him, his execution thereof to be conclusive evidence of such approval. The Mayor, or, in his absence or disability, the Mayor Pro Tern, and City Clerk are hereby authorized and directed to execute such final Trust Indenture when the same shall have been prepared for execution, with the seal of the City to be affixed thereto. section 7. The Mayor and Common Council, acting for and on behalf of the city, hereby approve the Loan Agreement with the Corporation, substantially in the form as on file with the city Clerk with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the city Attorney and Bond Counsel to the Mayor, or in his absence or disability, the Mayor Pro Tern, and approved by him, his execution thereof to be conclusive evidence of such approval. The Mayor, or in his absence or disability, the Mayor Pro Tern, and city Clerk are hereby authorized and directed to execute such final Loan Agreement when the same shall have been prepared for execution with the seal of the city to be affixed thereto. - 4 - section 8. The Mayor and Common Council, acting for and on behalf of the City, hereby approve the Bond Purchase Agreement, sUbstantially in the form as on file with the city Clerk with such corrections, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel to the City, the Mayor, or, in his absence or disability, the Mayor Pro Tem, and approved by him, his execution thereof to be conclusive evidence of such approval. The Bond Purchase Agreement shall be executed on behalf of the City as hereinafter provided at such time as the final interest rates, principal amount of Bonds, maturity dates and amounts and Underwriter's discount are known; provided, however, that such principal amount of Bonds shall not exceed $60,000,000 and the net interest cost shall not exceed 8% and the Underwriter I s discount, including original issue discount, shall not exceed 2%, without further approval and authorization by the Mayor and Common Council. The Mayor, or, in his absence or disability, the Mayor Pro Tem, and City Clerk are hereby authorized and directed to execute such final Bond Purchase Agreement when the same shall have been prepared for execution, with the seal of the city to be affixed thereto. Section 9. The Mayor and the Common council, acting for and on behalf of the city, hereby approve the Preliminary Official statement and authorize its use by the Underwriters in connection with the offering of the Bonds. The City authorizes and directs the Underwriters to prepare a final Official statement at such time as the Underwriters deem appropriate and - 5 - . the city hereby authorizes the execution of such final Official statement by the Mayor, or, in his absence or disability, the Mayor Pro Tern. The Final Official statement shall be in substantially the form of the Preliminary Official statement as on file with the city Clerk with such corrections, changes, modifications, additions or deletions as may be proposed by the Underwriters, approved and recommended by the city Attorney and Bond Counsel to the city, the Mayor, or, in his absence or disability, the Mayor Pro Tern, and approved by the Mayor or, in his absence or disability, the Mayor Pro Tern, with the execution thereof to be conclusive evidence of such approval. section 10. The Mayor, or, in his absence or disability, the Mayor Pro Tern, the city Clerk, the City's Project Coordinator and such other city officers and employees as are appropriate are authorized and directed to provide for the payment of the costs of issuance solely from the proceeds of the Bonds, provide for the investment of funds pursuant to the terms of the Trust Indenture, execute such other documents, including a subscription for federal securities, if necessary, to complete the issuance of the Bonds and take such further action as shall be consistent with the intent and purpose of this Resolution and shall be needed to conclude the issuance, delivery and sale of the Bonds. - 6 - ~~. I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA SCH HEALTH CARE SYSTEM REVENUE BONDS (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS), SERIES 1991A," AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS section 11. This Resolution shall take effect upon the date of its adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the city of San Bernardino at an ad;ourned reqular meeting thereof, held on the 10th day of July 1991, by the following vote, to wit: AYES: Council Members Estrada, Reilly, Hernandez, Maudsley, Minor, Miller NAYS: None ABSENT: Pope-Ludlam /"", ': /}:rt" .LA- .a....<'....A.<.,~L ~" - ,,'1:'l_,_~_ ,- '.....t...-1 _ ,~,- '-City Clerk - {! The foregoing resolution is hereby approved this ~ lOth day of July , 1991. of Approved as to form and legal content: JAMES F. PENMAN ~;~y Attornti~~) SBEO\Ol09\DOC\8 ../ - 7 -