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HomeMy WebLinkAbout99-72 - Hoag Memorial Hospital Revenue Bonds• RESOLUTION NO. 99_ 72 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $125,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF NEWPORT BEACH VARIABLE RATE DEMAND REVENUE BONDS (HOAG MEMORIAL HOSPITAL PRESBYTERIAN), SERIES 1999 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 6 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 ff 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. 84 -4, has adopted the Health Care Facility 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 "Borrower ") has requested that the City issue its Variable Rate Demand Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 1999, in one or more series (the "Bonds ") for the purpose of: (1) financing the acquisition and construction of certain additions and improvements to, and equipment for, health facilities (collectively, the "Health Facilities ") located at the campus of Hoag Memorial Hospital Presbyterian, One Hoag Drive, Newport Beach, California; and (2) providing for the payment of bond issuance expenses; and WHEREAS, the Borrower is a "participating health institution" and operates a "health facility" as those terms are defined in the Law; and WHEREAS, the loan to be made with the proceeds of said bonds will promote the purposes of the Law by providing funds to pay the cost of acquiring, constructing, rehabilitating or improving a health facility and refinancing indebtedness incurred for the purposes of acquiring, constructing, rehabilitating or improving a health facility; and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code "), the Bonds are required to be approved, following a public hearing, by an elected • representative of the City, as the governmental party issuing the Bonds, and an elected oocsscI:2546253 representative of the governmental unit or units having jurisdiction over the area in which the • Health Facilities are located; and WHEREAS, the Health Facilities are located wholly within the City; and WHEREAS, the City Council of the City is the elected legislative body of the City and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council of the City has, following notice duly given, held a public hearing regarding the issuance, execution and delivery of the Bonds, and now desires to approve the issuance of the Bonds; and WHEREAS, there have been presented to this meeting the following: (1) Proposed form of Loan Agreement (the "Agreement ") between the City and the Borrower; (2) Proposed form of Indenture (the "Indenture ") between the City and Norwest Bank Minnesota, N.A. (or such other financial institution acceptable to the City and the Borrower), as trustee (the "Trustee "), providing for the authorization and issuance of the Bonds; • (3) Proposed form of the Official Statement to be used in connection with the sale of the Bonds (the "Official Statement "); and (4) Proposed form of Bond Purchase Contract (the "Bond Purchase Contract ") between the City and Merrill Lynch, Pierce, Fenner & Smith Incorporated. (the "Underwriter "). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newport Beach, California, as follows: Section 1. The form, terms and provisions of the Agreement be and they hereby are approved and the Mayor or the Mayor's designee 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, the Agreement, in substantially the form presented to and considered at this meeting with such changes as the official executing the same shall deem appropriate and in the best interests of the City, as conclusively evidenced by execution thereof. Section 2. The form, terms and provisions of the Indenture be and they hereby are approved, and the Mayor or the Mayor's designee 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 Indenture, in substantially the form 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. DOCSSCI:254625.3 2 • Section 3. Pursuant to Section 147(f) of the Internal Revenue Code of 1986, this City Council approves the issuance of the Bonds in an aggregate principal amount not to exceed $125,000,000. It is the purpose and intent of the Council that this Resolution constitute approval of the issuance of the Bonds by the applicable elected representative of the issuer and the applicable elected representative of the governmental unit having jurisdiction over the area in which the Health Facilities are located, in accordance with said Section 147(f). Payment of the principal of and the redemption premium and the interest on the Bonds shall be made solely from the revenues to be received by the City pursuant to the Agreement, and said Bonds shall not be deemed to constitute a debt or liability of the City. Section 4. The issuance, sale and delivery of the Bonds in one or more series pursuant to the Indenture in an aggregate principal amount of not to exceed $125,000,000 is hereby authorized and approved. Section 5. The Official Statement in the form presented to this meeting be and the same hereby is approved for use by the Underwriter in connection with the public offering of the Bonds with such changes as may be approved by one or more officers of the City, and the Mayor or the Mayor's designee is authorized to execute the final Official Statement relating to the Bonds. The Underwriter is hereby authorized to distribute the Official Statement in preliminary form to potential purchasers of the Bonds, and the Official Statement in final form to actual purchasers of the Bonds. • Section 6. The Mayor and the City Clerk (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 and to cause the Bonds to be delivered to the Trustee for authentication and delivery to the Underwriter. Section 7. The Bond Purchase Contract is hereby approved, and the Mayor or the Mayor's designee and the City Clerk or the City Clerk's designee be and hereby are authorized and empowered to execute and deliver the Bond Purchase Contract, in substantially the form presented to and considered at this meeting, with such changes as the officials executing the same shall deem appropriate and in the best interests of the City as conclusively evidenced by their execution thereof. Section 8. The Mayor or the Mayor's designee and the City Clerk or the City Clerk's designee are hereby authorized and directed, jointly and severally, to do any and all things, and to execute and deliver any and all documents which they may deem necessary or advisable, in order to consummate the issuance of the Bonds, including to modify the provisions of the Agreement, the Indenture, the Official Statement and the Bond Purchase Contract to conform to any requirements of a liquidity facility under the Indenture or to remove all references to a liquidity facility from the Agreement, the Indenture, the Official Statement and the Bond Purchase Contract if no liquidity facility is provided under the Indenture and the Borrower provides its own liquidity, and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution • and the documents referred to herein. oocssC:254625.3 3 Section 9. The Bonds authorized to be issued pursuant to this Resolution shall be • issued in strict compliance with the provisions of the Law. The City Clerk shall certify to the passage of this resolution by the City Council of the City of Newport Beach, and it shall thereupon take effect. • • I hereby certify that the foregoing resolution was adopted by the City Council of the City of Newport Beach at its meeting of November 8, 1999, by the following vote: AYES: Councilmembers: Adams, Glover, Thomson, Debay, Ridgeway, Noyes NOES: Councilmembers: ABSTAIN: Councilmembers: O'Neil ABSENT: Councilmembers: ATTEST: DOCSSCi 2,4625.; 4 Mayor %z M 2c%,AN,, City Clerk STATE OF CALIFORNIA } • COUNTY OF ORANGE } ss. CITY OF NEWPORT BEACH } E CI I, LAVONNE M. HARKLESS, 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. 99 -72, 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 8'h day of November, 1999, and that the same was so passed and adopted by the following vote, to wit: Ayes: Adams, Glover, Thomson, Debay, Ridgeway, Noyes Noes: None Absent: None Abstain: Mayor O'Neil IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 9th day of November, 1999. (Seal) City Clerk Newport Beach, California