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HomeMy WebLinkAbout85-111RESOLUTION NO. 85-11] A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONCERNING THE ISSUANCE OF REVENUE BONDS TO FINANCE THE ACQUISITION AND IMPROVEMENT OF WESTERN MEDICAL CENTER WHEREAS, the City of Santa Ana (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 to 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 the charter of the City (the "Charter"); 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 the Charter, finds that the public interest and necessity require the establishment of a program for the authorization, sale and issuance of health facility revenue bonds by the City for the purpose of making loans such as that described herein; WHEREAS, in connection with the operation of the health facility in the City (the "Project"), Western Medical Center (the "Corporation") has requested the financial assistance of the City; WHEREAS, the City desires to assist the Corporation in the financing of the Project; and WHEREAS, the City deems it necessary and essential and a proper public purpose that the Project be financed at the earliest practicable date; the Corporation requires satisfactory assurance from the City that the proceeds of the sale of bonds of the City will be made available to assist in the financing of the Project; and the City requires satisfactory assurance from the Corporation that certain costs of issuing such bonds will be paid by the Corporation and that the Corporation as part of the consideration for such financial assistance, will provide certain health services for and within the City during the term of such bonds; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Aha, as follows: Section 1. The City shall proceed to prepare, or cause to be prepared, the documentation necessary for the City to issue, at one time or from time to time, an aggregate of not to exceed $34,000,000 principal amount of health facility revenue bonds of the City (the "Notes") to finance the Project; provided that, prior to commencing such preparation, the City and the Corporation shall have entered into a letter agreement in substantially the form attached hereto as Exhibit A, with such additions or deletions as are considered necessary or appropriate by the City Manager of the City and the Executive Director of the Corporation, and the City Manager of the City is hereby authorized to execute said letter agreement for and in the name and on behalf of the City. Section 2. The Notes shall be payable solely from the revenues to be received by the City pursuant to a loan or other agreement(s) to be entered into by the City and the Corporation in connection with the financing of the Project, and shall not be deemed to constitute a debt or liability of the City under any constitutional, charter or statutory debt limitation. Neither the faith and credit nor the taxing power of the City shall be pledged to be payment of the principal of or interest on the Notes. Section 3. Issuance of the Notes shall be subject to the following conditions: (a) the City and the Corporation shall have first agreed to mutually acceptable terms for the Notes and the sale and delivery thereof and mutually acceptable terms and conditions for the loan or other agreement(s) for the financing of the Project, and (b) all requisite governmental approvals with respect to any portion of the Project shall have first been obtained before any Note proceeds are expended for any such portion of the Project, and (c) the Corporation shall agree to pay to the City from the proceeds of the Notes an administrative fee of $42,500. Section 4. The approval of the issuance of the Notes shall in no way constitute or imply regulatory approval or be used as evidence in any proceeding for regulatory approval of any facilities to be financed with the proceeds of the Notes. ADOPTED this 17thday of September , 1985. Daniel E. Griset, Mayor ATTEST: COUNCILMEMBERS: Acosta Aye Hart Aye Luxembourger Aye Johnson Aye McGuigan Aye Young A~e Gri set A~e APPROVED AS TO FORM: Edward ~.(Coo~er, City Attorney EXHIBIT A , 1985 Western Medical Center 1001 North Tustin Avenue Santa Ana, California 92705 Re: Financing Program Ladies and Gentlemen: The purpose of this letter is to set forth certain terms and conditions under which the City of Santa Ana (the "City") will assist in the financing of your health facility (the "Project"). By signing and returning the enclosed copy of this letter you hereby agree to the following on behalf of Western Medical Center (the "Corporation"): 1. The Corporation agrees to pay all reasonable costs involved in the issuance of the hospital revenue bonds proposed to be issued by the City (the "Notes"), including by way of example and not limitation, bond counsel's fees and disbursements, fees and disbursements of any other experts engaged by the Corporation or by the City in connection with the issuance of the Notes, bond printing and other printing costs, publication costs and costs incurred in order to obtain ratings for the Notes. Such costs may be paid from proceeds of the Notes. In the event the Notes are not issued for any reason, the Corporation agrees to assume the City's obligations, if any, for payment of such costs. 2. The Corporation agrees to pay the cost of preparation of any studies, reports or other documents necessary to be prepared by or for the City to comply with the California Environmental Quality Act. 3. The Corporation agrees to pay any and all costs incurred by the City in connection with any legal action challenging the issuance or validity of the Notes or use of the proceeds thereof. 4. The Corporation shall have the right to approve in advance any contract which the City proposes to execute and for payments under which the Corporation will be responsible purs6ant to this letter agreement. The City agrees to proceed, and to direct bond counsel to proceed, with the planning and preparation of the necessary proceedings for the offering of the Notes for sale to finance the Project. The Corporation understands that this letter agreement does not exempt it from any requirements of the City, or any department or agency thereof or other governmental body, that would apply to any portion of the Project in the absence of the proposed Note financing, and compliance with such requirements is an express precondition to the use by the Corporation of any proceeds of the Notes for any such portion of the Project. If the foregoing is satisfactory, kindly execute the enclosed copy of this letter and return it to the City at 20' Civic Center Place, Santa Ana, California 92701, Attention: City Manager. Very truly yours, CITY OF SANTA ANA By: City Manager CONFIRMED AND ACCEPTED: WESTERN MEDICAL CENTER By: Dated: