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HomeMy WebLinkAboutR01-Economic Development Agency ~ / , I'rCMI. Date. O DIVELOPMBIT DBPAIl.'DIBIIT or TllBO CIn or SAX BEIlRADIIIO UQUBST POI. COlKISSIOR/COUBCIL ACTIOII KENNETH .1. HENDERSON Executive Director Subject. SISTERS "OF CHARITY IDB BOND ISSUE OF 1991 .1uly 9, 1991 ------------------------------------------------------------------------------------ Synop8i8 of Previou8 C~88ion/COuncil/C~ittee Action. On .1une 17, 1991, the Mayor and Common Council approved the application for revenue financing and the City staff, representatives, and agent8 of the City were authorized and directed to prepare or cause to be prepared necessary legal documents for the issuance of the bond8. ------------------------------------------------------------------------------------ t-~\'!'.I.~'t.!... ,,1 ; ,. . "-'1' :,~r;'.~' t" " I.ec_nded Motion. MOTION "A.". MOTIOII "B". ~ (Mayor and Common Council) RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING IN CONNECTION WITH THE ISSUANCE OF THE "CITY OF SAN BERNARDINO, CALIFORNIA, SCH HEALTH CAD SYSTEM REVENUE BONDS, (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS), SERIBS 1991A." RESOLTION 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 SCH HEALTH CAD SYSTEM REVENUE BONDS (SISTERS OF CHARITY OF THE INCARNATE WORD, HOUSTON, TEXAS, SEIlIES 1991A, AND AUTHORIZING SUCH FURTHER ACTION AS MAY BE NECESSARY TO CONCLUDE THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS. Administrator ~~, Kt-r dLAAr1'G~ KENNETH .1. HEN RSON, Executive Director Development Department -------------------------------------------------------------------------------------- Contact Person. ~en Henderson/Cindy Bpper80n Phone, 5065; 5081 Project Area. n/a Ward(s). Supporting Data Attached. Staff Report; Resolutions (2). FUNDING REQUIREMENTS. Amount. $ n/a Source. n/a Budget Authority. ----------------------------------------------------------------------------------------- Commission/Council Notes. 1C.Jlh CP. d 1. COMMISSION MEETING' .1uly 10, 1991 Agenda Item No. # / , o. o .,.,,...,, ~ In ..... ........ St. lunardine Meclioal Center .ubmitted an Applioation to the City for bo.pital revenue bond tinanoing to tinanoe oertain nev con.truotion, equipment acqui.ition, renovation expen.e. and reillburee.ent. for prior con.truotion expenditure. initially funded vith ho.pital fund.. The total project co.t. are e.timated to be approximately $10,000,000. At the JUne 17, 1"1 .eeting of the Mayor and COBon Counoil, the application tor revenue finanoing va. approved and the City Staff and repre.entative. and agent. of the City vue author had and direoteel to prepare Or cau.e to be prepared nece..ary legal document. for the i..uanc. of the Bond.. At that t1llle, the Hayor and COlIIDon Counoil .oheeluleel a publio h.arinq aa required by the Internal Rev.nue Cocie for July 10, un. Two Re.olution. are attaohed for oon.ideration by the Hayor and COllllllon Councilr (1) Re.olution approvinq the exeoution of oertain Bond Document., nam.ly the Tru.t Ind.nture, Loan Agree.ent, Bond Puroh..e Agree.ent and ottictal statement, and authorizing further action to conclude the issuance; and (2) Re.olution regarcUnq holdinq a public hearing and approving the issuance of the Bond.. It i. anticipated that a bond Closing viII oOOUr by the end of JUly. The City laat isSUed bond. for the st. Bernardine Medical Center in 1987, utilizing a .imilar financing .truoture a. i. proposeel at this time. A. with any financing of this nature for a non-profit hospital corporation, the City hu no re.ponsibility for repayJl.nt of the bonds, except from payments made to the City ))y the Hospital uncl.r the Loan Agr....nt. The bondholder. vill .eelt repayment frOm st. B.rnardine Heelioal C.nter anel the Si.ter. of Charity of the Incarnate Word, Houston, T.xa., a. the .ole .hareholdv of St. aernardine Medical Center. This financing i. a part of a mUch largar compo.ite bond off.ring that i. being i.sued .imultaneou.ly in Texa. for .everal hospital faoilitie. in T.xa. by the Harri. County H.alth Facilitie. DevelOpment Corporation. I recommend adoption of form motion. ~t~~~~~ ~~.,,~ - -,. "i KJH,CP,dm CDIJ'r'mf _:&".uu IIIet:Dq IlI.te. 7/10/91 .' o o RESOLUTION NO. 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 - .' o o 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 un~ertaking of such proposed project by the City will be a substantial factor in the ability of the Corporation to provide such necessary services - 2 - .' o o 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 199LA" 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 S. 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 - 3 - .' o o 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 Tem, 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 Tem, 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 AqreeJIent 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 Tem, 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 Tem, 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 - " o o Section 8. The Mayor and Common Council, actinq for and on behalf of the City, hereby approve the Bond Purchase Aqreement, substantially in the form as on file with the City Clerk with such corrections, chanqes, 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 Aqreement 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 8t and the Underwriter's discount, includinq oriqinal issue discount, shall not exceed 2t, 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 Aqreement 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, actinq for and on behalf of the City, hereby approve the Preliminary Official Statement and authorize its use by the Underwriters in connection with the offerinq of the Bonds. The city authorizes and directs the Underwriters to prepare a final Official Statement at ~uch time as the Underwriters deem appropriate and - 5 - " o o the city hereby authorizes the execution of such final Official statement by the Mayor, or, in his absence or disability, the Mayor Pro Tem. 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 Tem, and approved by the Mayor or, in his absence or disability, the Mayor Pro Tem, with the execution thereof to be conclusive evidence of such approval. section 10. The Mayor, or, in his absence or disability, the Mayor Pro Tem, 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 - .... " . o o 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 a meeting thereof, held on the day of , 1991, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this day of , 1991. Mayor of the City of San Bernardino Approved as to form and legal content: JAMES F. PENMAN i;~y Attorn~~&u J SIIIlO\OIOlIIDOC\I./ - 7 - -4', ,. o o STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss CITY OF SAN BERNARDINO ) I, city Clerk of the City of San Bernardino, 00 HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Mayor and Common Council of the city of San Bernardino this day of 1991. City Clerk City of San Bernardino o o RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING 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" WHEREAS, the City of San Bernardino, California (the "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 purposes of paying the costs of financing such projects; and WHEREAS, there has previously been 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 "Company"), 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 - o o WHEREAS, the Mayor and Common Council have previously on June 17, 1991, adopted a resolution providing for the publication of a Notice of Public Hearing regarding the proposed issuance, sale and delivery of the Bonds which Bonds shall be entitled "City of San Bernardino, California SCH Health Care System Revenue Bonds (Sisters of Charity of the Incarnate Word, Houston, Texas) Series 1991A; and WHEREAS, the Mayor and Common Council have caused the timely publication of notice regarding the holding of the public hearing in accordance with Section 147 (f) of the Internal Revenue Code of 1986, as amended (the "Code"), in connection with the proposed issuance of the Bonds. 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 Mayor and Common Council have held its public hearing in accordance with provisions of section 147(f) of the Code, and have considered all testimony and comments submitted in connection with the proposed issuance and delivery of the Bonds. Section 2. The Mayor and Common Council, after consideration of comments received at the public hearing, hereby approve the issuance of the Bonds. - 2 - o o section 3. It is the purpose and intent of the Mayor and Common Council that this Resolution constitute approval by the applicable elected representative in accordance with the terms of Section 147(f) of the Code. III III III III III III III III III III III III III III III III III III III III III III III - 3 - o o RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, REGARDING THE HOLDING OF A PUBLIC HEARING 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" section 4. This Resolution shall take effect upon 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 a meeting thereof, held on the day of , 1991, by the following vote, to wit: AYES: council Members NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this day of , 1991. Mayor of the city of San Bernardino Approved as to form and legal content: JAMES F. PENMAN City /l::::JV2. tl-L I B:Y~ SJIIlllI01091D0C1419 lTIIlIlI91 - 4 - o o STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) I, City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the foreqoinq and attached copy of Mayor and Common Council of the City of San Bernardino Resolution No. is a full, true and correct copy of that now on file in this office. ss IN WITNESS WHEREOF, I have hereunto set my hand affixed the official seal of the Mayor and Common Council of City of San Bernardino this day of 1991. and the , City Clerk City of San Bernardino