HomeMy WebLinkAbout2005-39 - Hoag Revenue BondsRESOLUTION NO. 2005- 39
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT
BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF
NEWPORT BEACH INSURED REVENUE BONDS (HOAG MEMORIAL
HOSPITAL PRESBYTERIAN), SERIES 2005
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 11 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 ") has requested that the City issue its Insured Revenue Bonds
(Hoag Memorial Hospital Presbyterian), Series 2005, 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 Corporation 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 health facilities and reimbursing the Corporation for certain expenses incurred for the
purposes of acquiring, constructing, rehabilitating or improving the health facilities; 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
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 "Loan Agreement ") between the
City and the Corporation;
(2) Proposed form of Bond Indenture (the `Bond Indenture ") between the City
and Wells Fargo Bank, National Association (or such other financial institution acceptable
to the City and the Corporation), as bond trustee (the "Bond 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 Citigroup Global Markets Inc. (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 Loan 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 Loan 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 Bond 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 Bond Trustee, the Bond 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.
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
$200,000,000. 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 Loan 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 Bond Indenture in an aggregate principal amount of not to exceed $200,000,000 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 Bond 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 Loan
Agreement, the Bond Indenture, the Official Statement and the Bond Purchase Contract to conform
to any requirements of a bond insurer selected by the Corporation and otherwise to carry out, give
effect to and comply with the terms and intent of this Resolution and the documents referred to
herein.
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 July 26, 2005, by the following vote:
AYES: Councilmembers: Selich, Rosansky, Webb, Ridgeway,
Daigle, Nichols, Mayor Heffernan
NOES: Councilmembers: - --
ABSTAIN: Councilmembers: - --
ABSENT: Councilmembers: - --
ATTEST:
ayor
C770'&44-, /7), 4. ,z"
City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE
CITY OF NEWPORT BEACH }
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. 2005 -39 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
26th day of July 2005, and that the same was so passed and adopted by the following vote, to wit:
Ayes: Selich, Rosansky, Webb, Ridgeway, Daigle, Nichols, Mayor Heffernan
Noes: None
Absent: None
Abstain: None
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
official seal of said City this 27th day of July 2005.
(Seal)
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City Clerk
Newport Beach, California