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Home My WebLink About2013-4 - Amendments to Bond Indenture for Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2009B, C, D and ERESOLUTION NO. 2013 -4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING AMENDMENTS TO THE BOND INDENTURE FOR THE CITY OF NEWPORT BEACH REVENUE BONDS (HOAG MEMORIAL HOSPITAL PRESBYTERIAN), SERIES 2009B, C, D AND E WHEREAS, the City of Newport Beach (the "City") is a municipal corporation and charter city duly organized and existing under a freeholders' charter pursuant to which the City has the right and power to make and enforce all laws and regulations in respect of municipal affairs and certain other matters in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 200 of Article 11 of the Charter of the City (the "Charter "); and WHEREAS, the City Council of the City, acting under and pursuant to the powers reserved to the City under Sections, 3, 5, and 7 of Article XI of the Constitution of the State of California and Section 200 of Article II of the Charter, has found that the public interest and necessity require the establishment of a program for the authorization, issuance and sale of revenue bonds or notes by the City for the purposes of making loans such as those described herein; and WHEREAS, the City pursuant to Ordinance No. 85 -23 and 84-4, has adopted the Health Care and Recreation Facilities Revenue Bond Ordinance of the City of Newport Beach (the "Law") to establish procedures for the authorization, issuance and sale of such revenue bonds or notes; and WHEREAS, Hoag Memorial Hospital Presbyterian, a California nonprofit public benefit corporation (the "Corporation "), requested that the City issue, and the City did issue and deliver on June 1, 2009, its Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2009A, B, C and D (the "2009 Bonds "); and WHEREAS, the loan made with the proceeds of said 2009 Bonds to the Corporation in 2009 was found to promote the purposes of the Law by providing funds to finance and refinance the cost of acquiring, constructing, rehabilitating or improving the health facilities owned and operated by the Corporation and located within the City; and WHEREAS, the 2009 Bonds designated as Series 2009B and Series 2009C were redeemed in full with proceeds of City of Newport Beach Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2011; and WHEREAS, as of the date of this Resolution, the Series 2009D Bonds and Series 2009E Bonds (together, the "Bonds ") remain outstanding in the principal amount of $36,490,000 for each of the two Series; and WHEREAS, the Bonds were issued pursuant to the terms of a bond indenture, dated as of June 1, 2009 (the "Original Indenture "), between the City and Wells Fargo Bank, National Association, as bond trustee (the "Trustee ") and have previously borne interest at a Long -Term Interest Rate due to end on February 7, 2013; and WHEREAS, the Bonds of each Series may bear interest at a Daily Interest Rate, a Weekly Interest Rate, an Intermediate -Term Interest Rate, a Long -Term Interest Rate, Bond Interest Term Rates or Remarketing Window Interest Rates; and WHEREAS, the Corporation has requested that the City amend and modify the Original Indenture to provide that the Bonds of each Series may bear interest at an Index Rate; and WHEREAS, Section 9.01(B)(8) of the Original Indenture provides that the provisions of the Original Indenture may be modified or amended from time to time without the necessity of obtaining the consent of any Bondholders for the purpose of making any change to the Original Indenture that will be effective upon the mandatory tender and remarketing of all the Bonds then Outstanding in accordance with the terms of the Original Indenture; and WHEREAS, the Bonds are subject to mandatory tender and remarketing pursuant to Section 4.08 of the Original indenture on February 7, 2013, and Banc of America Public Capital Corp, at the request of the Corporation, has agreed to purchase all of the Outstanding Bonds on February 7, 2013, subject to certain conditions; and WHEREAS, there has been presented to this meeting a proposed form of an Amended and Restated Bond indenture, dated February 7, 2013 (the "Amended Indenture ") between the City and the Trustee; NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1. The form, terms and provisions of the Amended Indenture be and they hereby are approved, and the Mayor, the City Manager, the Finance Director or the designee of any of them is hereby authorized and empowered to execute and the City Clerk or the City Clerk's designee is hereby authorized and empowered to attest and deliver to the Trustee the Amended Indenture, in substantially the form thereof presented to and considered at this meeting, with such changes as may be approved by the official executing the same, such approval to be conclusively evidenced by execution thereof. Section 2. The Mayor, the City Manager, the Finance Director, the City Clerk or the designee of any of them (each of whom may sign by facsimile signature) are hereby authorized and directed to execute, in the name and on behalf of the City, the Bonds in the form set out in the Amended Indenture and to cause such amended Bonds to be delivered to the Trustee for authentication and delivery. Section 3. The Mayor, the City Manager, the Finance Director, the City Clerk or the designee of any of them are hereby authorized and directed, jointly and severally, to do any and all things, and to execute and deliver any and all documents or certificates which they may deem necessary or advisable, including (but not limited to) a closing certificate of the City, a supplemental tax agreement, a new IRS Form 8038, in order to consummate the remarketing or placement and purchase of the Bonds in accordance with the Amended Indenture and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the documents referred to herein and the actions approved hereby, it being the intent of this Resolution that the City Manager should administer the Bonds and the transactions contemplated by the agreements approved hereby in such manner as determined in the best interest of the City without further action of the City Council, provided such action does not subject the City to any out of pocket expenses and is subject to the indemnity of the Corporation substantially in the manner provided in the Original Loan Agreement relating to the Bonds, dated June 1, 2009, between the City and the Corporation. Section 4. The City Clerk shall certify to the passage of this Resolution by the City Council of the City of Newport Beach. Section 5. This Resolution shall take effect from and after its date of .s•• • ADOPTED this 8th day of January, 2013. ATTEST:nn�� 4U- - — City Clerk of the City of Newport Beach L� Mayor of-the City of Newport Beach STATE OF CALIFORNIA } COUNTY OF ORANGE CITY OF NEWPORT BEACH } 1, I_eiiani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the whole number of members of the City Council is seven; that the foregoing resolution, being Resolution No. 2013 -4 was duly and regularly introduced before and adopted by the City Council of said City at a regular meeting of said Council, duly and regularly held on the 81h day of January, 2013, and that the same was so passed and adopted by the following vote, to wit: Ayes: Gardner, Petros, Hill, Selich, Henn, Daigle, Mayor Curry Noes: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 9th day of January 2013, '0 ( L - htg' City Clerk Newport Beach, California (Seal)