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HomeMy WebLinkAbout1987-015 San Bernardino 60,009-59-3 RESOLUTION NO. 87-12- RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN TRUST INDENTURE WHICH CREATES A TRUST ESTATE AND MAKES CERTAIN PROVISIONS THEREFOR; AND WHICH AUTHORIZES THE ISSUANCE OF ITS "CITY OF SAN BERNARDINO, CALIFORNIA, SCH HEALTH CARE SYSTEM REVENUE BONDS (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS), SERIES 1987A," FOR THE PURPOSE OF REFUNDING CERTAIN OUTSTANDING BONDS, SERIES 1983A; MAKING CERTAIN FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH; APPROVING A CERTAIN LOAN AGREEMENT WITH SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS, SOLE CORPORATE MEMBER OF ST. BERNARDINE HOSPITAL OF SAN BERNARDINO; APPROVING A BOND PURCHASE AGREEMENT AND AUTHORIZING ITS EXECUTION; APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHO- RIZING ITS USE AND AUTHORIZING A FINAL OFFICIAL STATEMENT AND DIRECTING ITS EXECUTION; AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS. (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS, SOLE CORPORATE MEMBER OF ST. BERNARDINE HOSPITAL OF SAN BERNARDINO) WHEREAS, the City of San Bernardino (the "city") is a "home rule City" duly organized and existing under and pursuant to a Charter adopted under the provisions of the Constitution of the 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 -1- 00100:517.1 01-09-87 (JAS:1d) (~) San Bernardino 60,009-59-3 defined in the Ordinance, and to issue its special revenue bonds for the purpose of paying the cost of financing such projects; and WHEREAS, there was filed with the City an Applica- tion (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 Hospital of San Bernardino, (referred to herein as the "Company" or "sisters of Charity Hospital") requesting the issuance of revenue bonds for the purpose of financing the cost and expense of: (i) additions to and improvements of its hospital facilities as more particularly described in said Application; and (ii) the refinancing of certain outstanding obligations of said sisters of Charity Hospital; and WHEREAS, the Application was reviewed and the plan of financing was found to comply with the spirit, intent and provisions of the Ordinance, as amended, and the City determined to proceed with the financing; and WHEREAS, the refinancing of certain outstanding obligations of said Sisters of Charity Hospital has been accomplished in a different manner and the financing, as -2- 00100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 finally accomplished, furnished funds for additions to and improvements of its hospital facilities; and WHEREAS, the City issued its $29,900,000 city of San Bernardino, California, SCH Health Care System Revenue Bonds (Sisters of Charity of the Incarnate Word, Houston, Texas) Series 1983A (the "Bonds, Series 1983A") and the same are presently outstanding; and WHEREAS, the Sisters of Charity Hospital has requested that the City participate in a refunding of the outstanding Bonds, Series 1983A through the issuance of its City of San Bernardino, California, SCH Health system Revenue Bonds (Sisters of Charity of the Incarnate Word, Houston, Texas) Series 1987A (the "Bonds, Series 1987A"); and WHEREAS, Ordinance No. 3815, as amended, provides for such a refunding. 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, Series 1987A; and -3- 00100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETER- MINE AND ORDER AS FOLLOWS: section 1. The recitals set forth hereinabove are true and correct in all respects. section 2. The City has determined and hereby redetermines that the project proposed by Sisters of Charity Hospital for which the Bonds, Series 1983A were issued, is in compliance with the purposes of the Ordinance and with the criteria established pursuant thereto and further determines that the sisters of Charity Hospital 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 Sisters of Charity Hospital to provide such necessary services and to contain the cost of such services. without limiting the generality of the foregoing, reference is particularly made to subsection U of section 1 of the Ordinance and to the extensive review of the health care facilities servicing the city and its inhabitants which was made by the Mayor and Common Council as the basis for the adoption of Resolution No. 80-481. The project proposed by -4- 00100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 sisters of Charity Hospital is in compliance with the purposes of the Ordinance and with the criteria established pursuant to thereto. Section 3. It is likely that continuing the undertaking of the project by the city will be a substantial factor in the accrual of public benefits from the use of the sisters of Charity Hospital facilities as proposed in the Application. Section 4. The refinancing of the project as described above and as described in the Application is hereby authorized and approved. Section 5. The issuance by the city of San Bernardino, California, of the "city of San Bernardino, California, SCH Health Care System Revenue Bonds (sisters of Charity of the Incarnate Word, Houston, Texas) Series 1987A" in an amount not to exceed $40,000,000 and at an average interest rate not to exceed 11% per annum is hereby approved. The Bonds shall be issued in substantially the form and in accordance with the terms of the Trust Inden- ture, herein approved and as such Indenture may be from time to time amended. The Bonds shall be issued and sold to Merrill Lynch Capital Markets (the "Underwriters") upon such -5- D0100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 terms and conditions as are provided in the Bond Purchase Agreement hereafter approved. section 6. 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 city, 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 taxation whatsoever therefor or to make any appropriation for their payment. Section 7. The Mayor and Common Council, acting for and on behalf of the City of San Bernardino, hereby approve the Trust Indenture referred to above, substantially in the form attached hereto as "Exhibit A" and incorporated herein by reference, with such corrections, changes, modifi- cations, additions or deletions as may be approved and recommended by the city Attorney and Bond Counsel to the City, James Warren Beebe, A Law Corporation ("Bond Coun- sel"), to the Mayor, or, in her absence or disability the Mayor Pro Tem, and approved by her, her execution thereof to be conclusive evidence of this approval. The Mayor, or, in her absence or disability, the Mayor Pro Tem, and city -6- D0100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 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 8. A form of Loan Agreement has been presented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on behalf of the City, hereby approve the Loan Agreement with the Company, substantially in the form attached hereto as "Exhibit B" and incorporated herein by reference, 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 her absence or disability, the Mayor Pro Tem, and approved by her, her execution thereof to be conclusive evidence of this approval. The Mayor, or, in her absence or disability, the Mayor Pro Tem, and City Clerk are hereby authorized and directed to executed such final Loan Agreement when the same shall have been prepared for execution with the seal of the City to be affixed thereto. Section 9. A form of Bond Purchase Agreement has been presented to the Mayor and Common Council and has been reviewed. The Mayor and Common Council, acting for and on -7- DOIOO:517.1 01-09-87 (JAS:ld) . . San Bernardino 60,009-59-3 behalf of the City, hereby approve the Bond Purchase Agree- ment, substantially in the form attached hereto as "Exhibit C" and incorporated herein by reference, with such correc- tions, changes, modifications, additions or deletions as may be approved and recommended by the City Attorney and Bond Counsel to the Mayor, or, in her absence or disability, the Mayor Pro Tem, and approved by her, her execution thereof to be conclusive evidence of this approval. The Mayor, or, in her 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 10. A draft of a Preliminary Official Statement has been presented to the Mayor and Common Council and has been reviewed. 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 the City hereby authorizes the exe- cution of such final Official Statement by the Mayor, or, in her absence or disability, Mayor Pro Tem. The final -8- 00100:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 Official Statement shall be in substantially the form of the Preliminary Official Statement attached hereto as "Exhibit D" and incorporated herein by reference, with such correc- tions, changes, modifications, additions or deletions as may be proposed by the Underwriters, approved and recommended by the city Attorney and Bond Counsel to the Mayor, or, in her absence or disability, the Mayor Pro Tem, and approved by the Mayor, or, in her absence or disability, the Mayor Pro Tem, with the execution thereof to be conclusive evidence of this approval. Section 11. The Mayor, or, in her absence or disability, the Mayor Pro Tem, the City Clerk, the Project Coordinator and such other City officers and employees as are appropriate are authorized and directed to execute such other documents, including a subscription for federal secu- rities if necessary to complete the refunding of the Bonds, Series 1983A, 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. -9- DOIOO:517.1 01-09-87 (JAS:ld) San Bernardino 60,009-59-3 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 1 'It-h day of to wit: Jt=lnnarv , 1987 , by the following vote, AYES: Councilmen Estrada, Reilly, Hernandez, Frazier NOES: None ABSENT: None ABSTAIN: Council Members Ouiel, Strickler ~$/m~~ / City Clerk The foregoing resolution is hereby approved this ..7o-t:L day of ,T;::::InllRry , 1987. )f~ Approv" .~ ~pf ;J. t20:J. Ci ty tto~ney -10- D0100:517.1 01-09-87 (JAS:ld) Exhibit A LOAN AGREEMENT FORM OF NOTE SISTERS OF CHARITY OF TIlE INCARNATE WORD, HOUSTON, TEXAS, SERIES 1986A-SAN BERNARDINO NOTE $ December __' 1986 FOR VALUE RECEIVED, SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS, a Texas non-profit corporation ("SCH"), does hereby promise to pay to the order of the CITY OF SAN BERNARDINO (the "Issuer") at the principal corporate trust office of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "BOJid 'Trustee"), Houston, Texas, or any successor trustee acting as such under that certain Indenture, dated as of Decem- ber 1, 1986, between the Issuer and the Bond Trustee (as the same may be amended or supplemented, the "Bond Indenture"), in any coin or currency of the United States of America which on the payment date is legal tender for the payment of public and private debts, the principal sum of $ and to pay interest on the unpaid principal amount hereof, in like money, such principal and interest to be payable at such office on the dates, in the amounts and at the rates determined in accordance with Section 4.1 of the Loan Agreement (as hereinafter defined). TO TIlE EXTENT that any amounts paid herein or pursuant to the Loan Agreement are utilized to pay principal on the Bonds (as defined in the Loan Agreement) such payments shall be credited toward the principal balance on this Note. All amounts paid with respect to Debt Service (as defined in the Loan Agreement) on the Bonds shall serve as a credit on corresponding payments due under this Note. THIS NOTE is the duly authorized note of SCH, limited to $ principal amount, designated as "Sisters of Charity of the Incarnate Word, Houston, Texas, Series 1986A-San Bernardino Note" which is issued under and pursuant and subject to, and entitled to the benefits of the Master Trust Indenture (as hereinafter defined) and the Sixth Supple- mental Indenture dated as of December 1, 1986 (as the same may. be amended or supplemented, the "Supplemental Indenture") supplementing and amending the Master Trust Indenture, dated as of December 1, 1982, between SCH and First City National Bank of Houston, as trustee (the "Master Trustee"). The Master Trust Indenture, as so supplemented and amended by that First Supplemental Indenture, dated as of December 1, 1982, by and between SCH and the Master Trustee, the Second Supplemental Indenture, dated as of February 1, 1983, by and between SCH and the Master Trustee, the Third Supplemental Indenture, dated as of May 1, IB/SANB(o) A-I 1984, by and between SCH and the Master Trustee, the Fourth Supplemental Indenture, dated as of December 1, 1985, by and between SCH and the Master Trustee, the Fifth Supplemental Indenture, dated as of December 1, 1985, by and between SCH and the Master Trustee and the Supplemental Indenture, and as the same may be further supplemented and amended, is hereinafter called the "Master Indenture." THIS NOTE is also the Note referred to in that certain Loan Agree- ment, dated as of December 1, 1986, between SCH and the Issuer (as the same may be amended or supplemented, the "Loan Agreement"), and is sub- ject to, and is executed in accordance with, all of the terms, condi- tions and provisions thereof, and is further subject to all of the terms, conditions and provisions of the Bond Indenture, all as provided in the Loan Agreement. UNDER certain circumstances, pursuant to the prov1s1ons of and with the force and effect set forth in the Master Indenture, the maturity of this Note may be acce~erated by the Master Trustee. NOTWITHSTANDING any other provisions of the Agreement or this Note, nothing shall affect or impair the rights of any holder of this Note to enforce the payment of the principal of and interest on this Note or the obligation of SCH to pay the principal of and interest on this Note to any holder of this Note at the times and place herein expressed, as the same becomes due and payable. THIS NOTE shall not be entitled to any benefit under the Master Indenture, or be valid or become obligatory for any purpose, until this Note shall have been authenticated by execution by the Master Trustee, or its successor as Master Trustee, of the Certificate of Authentication inscribed hereon. THIS NOTE is a contract made under and shall be construed in accor- dance with and governed by the laws of the United States of America and the State of California. SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS By ATTEST: Title: Title: (SEAL) 1B/SANB(o) A-2 ,,~._...._~.".-.._--"'-'-'-"'" '.-' ." ,._.._'.^'-~" -._.-..........----.~-,,-- MASTER TRUSTEE'S AUTHE~7ICATION CERTIFICATE The undersigned Master Trustee hereby certifies that this Note is one of the Notes described in the within-mentioned Master Indenture. FIRST CITY NATIONAL BANK OF HOUSTON, as Master Trustee By Authorized Signatory IBjSANB(o) A-3 - ... ...,- _.,._-~._,.-.~-~_..,---.~-..,>-.-.-,._.~............-..-. , FORM OF ENDORSEMENT (To be set forth on back of Note) Pay to the order of Texas Commerce Bank National Association, Bond Trustee, without recourse or warranty, except warranty of good title and warranty that the Issuer has not assigned this Note to a person other than the Bond Trustee and that the principal amount of $ remains unpaid under this Note. CITY OF SAN BERNARDINO By President lB/SANB(o) A-4