HomeMy WebLinkAbout2011-8 - Hoag Hospital Revenue BondsRESOLUTION NO. 2011-8
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT
BEACH AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$120,000,000 MILLION AGGREGATE PRINCIPAL AMOUNT OF THE
CITY OF NEWPORT BEACH REVENUE BONDS (HOAG MEMORIAL
HOSPITAL PRESBYTERIAN), SERIES 2011
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 H 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 Revenue Bonds (Hoag
Memorial Hospital Presbyterian), Series 2011, in one or more series from time to time, each such
series to be distinctly identified and to bear interest at a fixed or variable interest rate (collectively,
the "Bonds "), for the purpose of. (1) financing and 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, and Newport Healthcare Center, LLC, 500 -540 Superior Avenue, each in Newport
Beach, California; and (2) providing for funding of a bond reserve fund (if necessary) and the
payment of bond issuance expenses (if desired by the Corporation); 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 finance or refinance the cost of acquiring,
constructing, rehabilitating or improving the 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 for one or more series of Bonds
bearing interest at a fixed interest rate (the "Fixed Rate Loan Agreement ") between the City
and the Corporation;
(2) Proposed form of a Loan Agreement for one or more series of Bonds
bearing interest at a variable interest rate (the "Variable Rate Loan Agreement" and,
together with the Fixed Rate Loan Agreement, the "Loan Agreements ") between the City
and the Corporation;
(3) Proposed form of a Bond Indenture for one or more series of Bonds bearing
interest at a fixed interest rate (the "Fixed Rate 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;
(4) Proposed form of a Bond Indenture for one or more series of Bonds bearing
interest at a variable interest rate (the "Variable Rate Bond Indenture" and, together with the
Fixed Rate Bond Indenture, the `Bond Indentures ") between the City and the Bond Trustee,
providing for the authorization and issuance of the Bonds of one or more series designated
therein;
(5) Proposed form of an Official Statement to be used in connection with the
sale of one or more series of the Bonds bearing interest at a fixed interest rate (the "Fixed
Rate Official Statement ");
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(6) Proposed form of an Official Statement to be used in connection with the sale of
one or more series of the Bonds bearing interest at a variable interest rate (the "Variable
Rate Official Statement" and, together with the Fixed Rate Official Statement, the "Official
Statements ");
(7) Proposed form of a Bond Purchase Contract to be used in connection with
the sale of one or more series of the Bonds bearing interest at a fixed interest rate (the
"Fixed Rate Bond Purchase Contract") between the City and Cifigroup Global Markets Inc.,
acting as representative on behalf of itself and J.P. Morgan Securities hic. (the
"Representative" and together with J.P. Morgan Securities hic., the "Underwriters "), and
approved by the Corporation; and
(8) Proposed form of a Bond Purchase Contract to be used in connection with
the sale of one or more series of the Bonds bearing interest at a variable interest rate (the
"Variable Rate Bond Purchase Contract' ' and, together with the Fixed Rate Bond Purchase
Contract, the "Bond Purchase Contracts ") between the City and one or more of the
Underwriters, and approved by the Corporation.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Newport Beach, California, as follows:
Section 1. The respective form, terms and provisions of the Loan Agreements, to be
used for the loan or loans, as applicable, be and they hereby are approved and the Mayor, the City
Manager, the Administrative Services 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, one or more Loan Agreements, 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 respective form, terms and provisions of the Bond Indentures be and
they hereby are approved, and the Mayor, the City Manager, the Administrative Services 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 Bond
Trustee one or more Bond Indentures, 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 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
$120 million. 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,
redemption premium (if any) and interest on each series of the Bonds shall be made solely from the
revenues to be received by the City pursuant to the Loan Agreement related to such series of Bonds,
and the Bonds shall not be deemed to constitute a debt or liability of the City.
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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 $120 million, is hereby authorized and approved.
Section 5. Each form of Official Statement presented to this meeting be and the
same hereby are approved for use by the Underwriters 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,
the City Manager, the Administrative Services Director or the designee of any of them is authorized
to execute one or more final Official Statements relating to the Bonds. The Underwriters are hereby
authorized to distribute one or more Official Statements in preliminary form to potential purchasers
of the Bonds, and one or more Official Statements in final form to actual purchasers of the Bonds.
Section 6. The Mayor, the City Manager, the Administrative Services 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 and to
cause the Bonds to be delivered to the Bond Trustee for authentication and delivery to or upon the
order of the Representative.
Section 7. Each form of Bond Purchase Contract presented to this meeting be and
the same hereby are approved, and the Mayor, the City Manager, the Administrative Services
Director, the City Clerk or the designee of any of them be and hereby are authorized and
empowered to execute and deliver one or more Bond Purchase Contracts with Citigroup Global
Markets Inc. and/or J.P. Morgan Securities LLC, in substantially the forms 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, the City Manager, the Administrative Services 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, in order to consummate the issuance of the Bonds and securing
credit support therefor (if requested by the Corporation) 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 Loan Agreements.
Section 9. Each of the Mayor, the City Manager, the Administrative Services
Director, the City Clerk or the designee of any of them, acting alone, is hereby authorized, for and
in the name of and on behalf of the City, to do any and all things, and to execute and deliver any
and all documents, which they may deem necessary or advisable in connection with the transactions
contemplated by the terns of the respective documents approved hereby (including any tax
certificate and agreement incorporated by reference into the Loan Agreements), including but not
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limited to securing credit support, if any, for the Bonds and (with respect to the City Manager, alone
or his designee) any waivers or consents, or (with respect to the City Manager, alone or his
designee) any future amendments or supplements, to any of the documents approved hereby if
requested by the Corporation from time to time, provided that such amendments or supplements are
made, and such waivers or consents are given, in accordance with the terms of the respective
documents approved hereby and in furtherance of the transactions as contemplated therein.
In addition, and without limiting the foregoing, the City Manager may approve any
certifications, waivers, consents or acknowledgements as well as any amendments or supplements
to any of the bond documents to which the City is a party relating to the revenue bonds of the City
issued in 2008 and 2009 for the benefit of the Corporation, but only to the extent such instruments
are entered into in accordance with the terms of the related bond indenture and relate to the (1)
interest rate modes, (2) principal payment schedules (whether based on bond maturities or sinking
account payments), (3) mechanics for conversion among interest rate modes, (4) addition,
substitution or replacement of credit or liquidity support for such bonds, (5) change of remarketing
agent, tender agent or trustee, or otherwise, provided that any such action does not subject the City
to any additional out -of- pocket expenses and is subject to the indemnity provided to the City by the
Corporation substantially in the manner provided in the related loan agreement.
Section 10. 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.
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Section 11. This Resolution shall take effect from and after its date of adoption.
ADOPTED, SIGNED AND APPROVED this lPth day of January, 2011.
ATTEST:
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City Clerk of ie City of Newport Beach
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
P
By: °
David R. Hunt, Ciry Attorney
Mayor of the City of Newport Beach
PREPARED BY AND APPROVED AS TO FORM:
ORRICK, HERRINGTON & SUTCLIFFE LLP,
AS BOND COUNSEL TO THE CITY
By: Diane S. Potter
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STATE OF CALIFORNIA }
COUNTY OF ORANGE }
CITY OF NEWPORT BEACH }
ss.
I, Leilani 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. 2011 -8 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 11th day of
January, 2011, and that the same was so passed and adopted by the following vote, to wit:
Ayes: Hill, Rosansky, Gardner, Curry, Selich, Daigle, Mayor Henn
Noes: None
Absent: None
Abstain: None
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
official seal of said City this 12th day of January, 2011.
G1/ P
City 6lerk
Newport Beach, California
(Seal)