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HomeMy WebLinkAboutResolution - - 2000-318 - 10/31/2000 • • RESOLUTION NO. 2000-318 Resolution of the City Council of the City of Fresno, California, Authorizing the Issuance of Up To $155,000,000 of its Variable Rate Revenue Bonds (Trinity Health Credit Group), Series 2000C to Finance Improvements at Saint Agnes Medical Center and Related Matters WHEREAS, the City of Fresno, a municipal corporation and charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), is authorized and empowered by Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 1223 of the City's Charter (collectively, the "Charter Provisions")to make and enforce all laws and regulations in respect to municipal affairs; WHEREAS, the City Council, acting under and pursuant to the powers reserved to the City under the Charter Provisions, has enacted the City of Fresno Health Facilities Financing Law (the "Act"), establishing a program and procedures for the authorization, sale and issuance of revenue bonds by the City for the purpose, inter alia, of providing financing and refinancing for health facilities; WHEREAS, Trinity Health is the sole corporate member of Saint Agnes Medical Center, a California nonprofit public benefit corporation("Saint Agnes Medical Center"); WHEREAS, Saint Agnes Medical Center owns and operates a general acute care hospital, medical center and other health care facilities located in the City of Fresno which constitute "health facilities"as defined in the Act; WHEREAS, Trinity Health (the "Borrower") has requested the financial assistance of the City in financing portions of the design, construction, renovation, improvement and equipping of health facilities which qualify for assistance under the Act; WHEREAS, Trinity Health has requested the City to issue its Variable Rate Revenue Bonds (Trinity Health Credit Group), Series 2000C (the "Bonds") for the purposes of financing certain additions and improvements to the health facilities of Saint Agnes Medical Center and the acquisition of certain equipment for use at such health facilities (the"Project"); WHEREAS, in accordance with a published notice, the City conducted a public hearing on October 24, 2000, on a proposal to issue the Bonds in an aggregate principal amount not to exceed $155,000,000 to finance or refinance the Project as required by Section 147 of the Internal Revenue Code of 1986, as amended (the "Code"), and this City Council has deemed it to be in the best interests of the City that the Bonds be issued as proposed; and WHEREAS, it is necessary and advisable that provisions be made for the issuance of the Bonds, as authorized and permitted by the Act, to finance or refinance the Project and the costs incurred in connection with the foregoing; and On<d APPd DOCSSCI274605.I 1 0 00 • • • WHEREAS, it is necessary and advisable that provisions be made for the issuance of the Bonds, as authorized and permitted by the Act, to finance or refinance the Project and the costs incurred in connection with the foregoing; and WHEREAS, the Bonds are to be issued pursuant to the provisions of a Bond Indenture, dated as of November 1, 2000 (the "Indenture"), between the City and a corporate trustee to be named therein("Trustee"); and WHEREAS, the City will loan the proceeds of the Bonds to the Borrower pursuant to the provisions of a Loan Agreement, dated as of November 1, 2000 (the "Loan Agreement"), between the City and the Borrower; and WHEREAS,the Borrower intends to arrange for the sale of the Bonds to Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters (the "Underwriters"), pursuant to a Bond Purchase Agreement among the Borrower, the City and the Underwriters (the "Bond Purchase Agreement"); NOW, THEREFORE, Be It Resolved by the Council of the City of Fresno, as follows: Section 1. Qualified Project. It is hereby determined that the financing and refinancing of the Project and the payment of costs related thereto qualifies under the Act for financing and refinancing with the proceeds of the Bonds and will promote those public purposes and municipal affairs outlined in the Act, including (without limitation) promoting the health, welfare and safety of the citizens of the City. Section 2. Costs. The City shall proceed with the sale and issuance of the Bonds and loaning the proceeds of the sale of the Bonds to the Borrower. Section 3. Public Hearing. At the public hearing conducted by the City Council in 'accordance with the provisions of Section 147(f) of the Code, all persons who appeared were given an opportunity to express their views for or against the proposal to issue the Bonds, and the City Council has determined to proceed with the necessary proceedings relating to the issuance of the Bonds. Section 4. Bond Indenture. The form and content of the Indenture, the provisions of which are incorporated herein by reference, and the assignment of the City's right and interest in and to the Loan Agreement (with certain exceptions as stated in the Indenture), be and the same hereby are in all respects authorized, approved and confirmed, and the City Manager or City Controller is each authorized, empowered and directed to execute, seal and deliver the Indenture for and on behalf of the City to the Trustee named therein for the security of the Bonds and the interest thereon, including necessary counterparts, in substantially the form and content now before this meeting, but with such changes, modifications, additions and deletions therein as shall be approved by the City Attorney, and from and after the execution and delivery of the Indenture, the City Manager or City Controller is each hereby authorized, empowered and directed to do all 2 DOCSSC 1:274605.1 such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed. Section 5. Bonds Authorized. In order to finance the Project, the Bonds shall be and the same are hereby authorized and ordered to be issued by the City pursuant to the Indenture, in substantially the form as has been presented to and considered at this meeting and containing substantially the terms and provisions set forth therein, (but with such provisions relating to bond insurance or a credit facility as may be required if such insurance or credit support is obtained), and to bear interest at initial rates determined by the Borrower and the Underwriters on or prior to the date of issuance and delivery of the Bonds and thereafter at rates of interest determined as provided in the Indenture, and the execution and delivery thereof by the City Manager or City Controller shall constitute approval thereof by the City with such principal amount and interest rates. The Bonds shall then be delivered to the Trustee for authentication. Section 6. Loan Agreement. The City shall loan the proceeds of the Bonds to the Borrower pursuant to the Loan Agreement, and the form and content of the Loan Agreement, the provisions of which are incorporated herein by reference, are hereby in all respects authorized, approved and confirmed. The Council hereby specifically finds and declares that, based upon the representations and warranties of the Borrower, the findings of the City set forth in Section 3.11 of the form of Loan Agreement are true and correct. The City Manager or City Controller each is authorized, empowered and directed to execute, seal and deliver the Loan Agreement, but with such changes, modifications, additions or deletions therein as shall be approved by the City Attorney, and from and after the execution and delivery of the Loan Agreement, the City Manager or City Controller is each hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed. Section 7. Purchase of Bonds. The sale of the Bonds to the Underwriters, subject to the terms and conditions set forth in the Bond Purchase Agreement (subject to a maximum underwriting discount of 0.4% of the par amount of the Bonds; provided, however, if the initial interest rate mode for the Bonds is the Dutch auction rate mode, then subject to a maximum underwriting discount of 0.75% of the par amount of the Bonds), is hereby authorized, approved and confirmed, and the form and content of the Bond Purchase Agreement is authorized, approved and confirmed. The City Manager or City Controller each is authorized and directed to execute and deliver the Bond Purchase Agreement, in substantially the form before this meeting, but with appropriate insertions and revisions to reflect the marketing of the Bonds and revisions approved by the City Attorney. Section 8. Execution of Documents. The City Manager or City Controller is,each authorized to execute and deliver, for and on behalf of the City, any and all additional certificates, documents, opinions or other papers and perform all other acts (including without limitation, the execution of any financing statements or any other documents to create and maintain a security interest on the revenues pledged or assigned under the Loan Agreement, and the execution of such closing documents as may be required by Bond Counsel and approved by the City Attorney, as they may deem necessary or appropriate in order to implement and carry out 3 DOCS SCI:274605.1 S • the intent and purposes of this Resolution. The City Clerk is hereby authorized and directed to attest the signature of either the City Manager or City Controller and to affix and attest the seal of the City in connection with the execution of the Bonds or any of the documents approved hereby. Section 9. Use of Official Statement. The use by the Underwriters of a final Official Statement (the "Official Statement") in connection with the sale of the Bonds is hereby authorized and approved, subject to approval by the City Attorney; provided such authorization and approval shall not be deemed to include authorization and approval of information contained in such Official Statement other than information describing the City or its litigation, and only as the same relate to the City, but nothing contained in this Resolution shall be construed as prohibiting or limiting the Underwriters and the Borrower from including such information as they deem appropriate. The Official Statement as of its date will be, by approval and execution thereof by the City Manager or City Controller, deemed final by the City within the meaning of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, and the City Manager or City Controller is authorized to execute and deliver such certificates as are required to indicate such approval and to comply with Rule 15c2-12 in connection with the offer, sale and issuance of the Bonds. Section 10. Payments Under the Loan Agreement. The Loan Agreement requires the Borrower in each year to pay amounts as loan payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when and as due, and the payment of such amounts by the Borrower to the Trustee pursuant to the Loan Agreement is hereby authorized, approved and confirmed. Section 11. Limited Obligations. The Bonds shall be limited obligations of the City, payable solely out of the loan payments required to be paid by the Borrower pursuant to and in accordance with provisions of the Loan Agreement and as provided in the Indenture, and are secured pursuant to and in accordance with provisions of the Loan Agreement and Indenture. The Bonds and interest thereon shall never constitute an indebtedness of the City, within the meaning of any state constitutional provision or statutory or charter limitation, and shall not give rise to a pecuniary liability of, or claim against, the City or a charge against its general credit or general fund. Section 16. Severability. The provisions of this Resolution are declared to be separable, and if any section, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. 4 DOCSSCI:274605.1 0 Section 17. Effective Date. All resolutions, parts of resolutions or prior actions of the City in conflict herewith are hereby repealed to the extent of such conflict, and this Resolution shall become effective immediately upon adoption. STATE OF CALIFORNIA ) COUNTY OF FRESNO ) ss. CITY OF FRESNO ) I, REBECCA E. KLISCH, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted bythe Council of the Cityof Fresno, at a regular meetingheld on the' Vis: p g est day of October, 2000. AYES : Bredefeld, Perea, Quintero, Ronquillo, Steitz , Boyajian NOES : None ABSENT : Mathys ABSTAIN: None Mayor Approval: N/A , 2000 Mayor Approval/No Return: N/A 2000 Mayor Veto: N/A ,2000 Council Override Vote: N/A , 2000 REBECCA E. KLISH City Clerk By: acceziePeeod- paptr------ APPROV 1 AS TO FORM 'ItY'SOFFICE ri ilil Ie.0 5 I)OCSSC I:274605.1