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HomeMy WebLinkAbout2008-32 - Refunding Revenue Bonds - Hoag HospitalRESOLUTION NO. 2008-_U A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $630,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF NEWPORT BEACH REFUNDING REVENUE BONDS (HOAG MEMORIAL HOSPITAL PRESBYTERIAN), SERIES 2008 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 II 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 lI 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 Refunding Revenue Bonds (Hoag Memorial Hospital Presbyterian), Series 2008, in one or more series and from time to time (collectively, the `Bonds') for the purpose of (1) refinancing the acquisition and construction of certain additions and improvements to, and equipment for, health facilities (collectively, the "Health Facilities') located on and about the campus of Hoag Memorial Hospital Presbyterian, One Hoag Drive, Newport Beach, Califomia; 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 or loans 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 a Loan Agreement (the "Loan Agreement') between the City and the Corporation; (2) Proposed form of a 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 of one or more series designated therein; (3) Proposed form of an Official Statement to be used in connection with the sale of the Bonds (the "Official Statement'); and (4) Proposed form of a 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, to be used for the loan or loans, as applicable, 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, one or more Loan Agreements, 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 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 one or more Bond Indentures, 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 $630,000,000. It is the purpose and intent of the Council that this Resolution constitutes 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, redemption premium (if any) and 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 from time to time pursuant to one or more Bond Indentures, in an aggregate principal amount of not to exceed $630,000,000, 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 one or more final Official Statements 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 or upon the order of 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 one or more Bond Purchase Contracts, 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 credit facility or liquidity facility provider 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. Each of the Mayor, the Mayor's designee, the City Clerk or the City Clerk's designee, acting alone, is hereby authorized to execute and deliver any future amendments or supplements to the documents authorized to be executed and delivered pursuant to this Resolution, from time to time, provided that such amendments or supplements are either consented to by or on behalf of the bondholders or do not require bondholder consent and such amendment or supplement is made in accordance with the terms of the respective documents executed in accordance with this Resolution. Section 10. If the Corporation evaluates current bond market conditions and determines to leave outstanding all or any portion of the City's Insured Revenue Bonds (Hoag Memorial Hospital Presbyterian) Series 2005 and Series 2007 (collectively, the "Prior Bonds'), and if the Corporations requests the City to amend or supplement any of the documents pertaining to such Prior Bonds in order to minimize interest costs, each of the Mayor, the Mayor's designee, the City Clerk or the City Clerk's designee, acting alone, is hereby authorized to execute and deliver any amendments or supplements to the Prior Bond documents, from time to time, provided that such amendments or supplements are either consented to by or on behalf of the bondholders or do not require bondholder consent. Section 11. 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 April 22, 2008, by the following vote: AYES: Councilmembers: Hann, Rosnncky, nnigla, Wahl, , Gardner, Mayor Selich NOES: Councilmembers: ATTEST: CITY CLERK STATE OF CALIFORNIA } COUNTY OF ORANGE } ss. 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. 2008 -32 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 22nd day of April 2008, and that the same was so passed and adopted by the following vote, to wit: Ayes: Henn, Rosansky, Daigle, Webb, Curry, Gardner, Mayor Selich Noes: None Absent: None Abstain: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 23rd day of April 2008. (Seal) City Clerk Newport Beach, California