SR-10-A (78)FIN:CMD:mw.cscda.word.pabas
Council~Meeting of April 27, 1993
TO: Mayor and City Council
FROM: City Staff
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City of Santa Monica
SUBJECT: Recommendation to Adapt a Resolutian Authorizing the
City Manager to ~xecute Necessary Documents for the
City ta Join the California Statewide Communities
Bevelopment Authority, and ta Adapt a Resolution
Approving the Issuance of Cer~if~cat~s of Participation
and the Entering int~ an Installment Purchase Agreement
by the Au~hority to Assist the Santa Monica Hospital
Medical Center to Finance Health Care Facilities.
INTRODUCTI~N
UniHealth America, a non-profit corporation, of :,,~h~ch the Santa
Monica Hospital Medicai Center (SMHMC) is an affiliate, has asked
the Californ~a Statewide Cammunit~.es Development Authority
(CSCDA) to issue up to $280 r~~zllion af tax ex~r~pt Certificates af
Participation (COPS) on its behalf for the purpase of refunding
bonds issued in 1988 and to ralse addit~onal funds for various
health care facilitaes improverlents. For the CSCDA to lssue the
CoPS, th~ City of Santa rI~nica as required to ~o~.n the CSCDA,
ho].d a public hearing on the issuance of the COPS and approve the
various health facility improvements to be made at the SMHMC.
This staff report recommends that the City Council take these
actions.
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BACKGROUND
The CSCDA was init~ally established ~n 1987 by the Cal~fornia
State Association of Counties (CSAC) and various count~es as a
~aint po~aers entity, named the Californla Counties Industrial
Developnen~ Autharity. In 1988, the League af Califarnia Cities
~oined as a sponsor of the Authority, and membership tiras expanded
to inc~ude cities and the name ~,Tas changed ta the CSCDA.
The purpose of the CSCDA is to pursue programs that i~prove the
quality of l~fe and economic vitality of com~un~t~es thraughou~
the State. Every city and county in Californxa is eligible to be
a member and utllize its services and programs. Presently 28
counties and 41 cities are me~bers. One of the programs offered
by the CSCDA is the issuance of tax exempt COPS on behalf of
nan-profit entit~es located in ~ember ~urisdictions to reduce
financing costs. To date, the CSCDA has issued over $600 mil~ian
~n financing for 14 non-profit corporations.
For a nan-profit carporatign ,~~~thin the ~oundaries of Santa
Monica ta participate in CSCDA's COPS progra~, CSCDA's ~oint
powers agreement and the F~deral Internal R~venue Code require
that the City be a member of the CSCDA. Th~re are na f~nancial
obligations or risks assocaated with th~ City's menbership in the
CSCDA, or any C~PS issued by the CSCDA. F~r a non-profit
corporation ta secure financing through the CSCDA, the non-profit
corporatian must demonstrate a strong credit rating and that its
pro~ect will result in a public ben~fit. It ~s recamn~ended that
that the Council adopt the attached reso~ution and authorize the
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City Manager to execute th~ attached CSCDA amended and restated
~oint exercise o~ pawers agreement for the City to became a
member.
FUNDS AVAILASLE TO THE SANTA A70P3ICA HOSPTTAL MEDICAL CENTER
SMHMC is a non-profit public benefit corporation ~ahose sole
member is UniHealth America (also a Californaa non-profit pub~ic
benefit c~rparat~on). UniHealth A~erica is the sole member of
various other acute care hospitals serv~ng various California
communit~es. As part of its ongoing capital budget, GniHealth
America intends to finance various improvements at ~ts ~~dicaz
faclllties in Los Angeles, Anaheim, Lang Beach, Lindsay, and
Santa Monica and, additionally, to refinance bonds issued in
1988. The bond r~financing is be~ng undertaken to take advantage
of current low znterest rates.
UniHealth America ~~ill be borratiaing up to $50 millian of new
money through COPS to bE issued b}= the CSCDA. Of this $50
million, approximately $44 million Gaill be available for the
acquisition of capital assets, with the remai~ing $6 mzllion used
to pay for costs of issuance, to secure bond insurance in order
ta obtain a"AAA" bond rating, and to fund a debt service
reserve.
Qf the $50 millian of n~w money available to UniHealth America,
SMHMC will be allocated approxir~ately $8 mzlliort, af whlch $7
million will be for renovation and equipment acquisitian, ~rith
the renainder as allocated costs of issuance and debt ser~ice
res~rve. SMHMC's single largest capita~ pra~ect ~~ill be a$2.8
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millian ener~ency roam renovation. Approxlmately $2.17 miliion
of the remain~ng funds wi11 be used throughout the hospital far a
variety of clinical, diagnostic and patient life support
purposes. In additian, Santa Monica's senior populatlon w~ll
benef~t from the acquisition of a$1.52 million CT scanner and a
$199,000 Heart Catherization laboratary nonitaring system.
Further, an investment of approximately $219,000 ~tirzll be made t~
enhance the pediatric program, and $99,000 wrill be used to
upgrade the Les Kelly Clinic.
SMHMC and UniHealth America also hope to take advantage of the
recent decline in interest rates to refinance all or part of
their 1988 bonds. It ls anticipated that up to $230 million af
deb~ will be issued to advance refund approximately $196 mallion
of 1988 bonds. SMHMC's share of the $230 millian in refunding
bonds will be approximately $33.5 ~illion, wh~ch will enable the
SMHMC to generate total net present value savings of $1.7
millian. This reduction ln debt service cast :~ill assist SMHMC
in keeping costs at the lowest ~evel possible.
SMHMC offers many important services ~o the com~unity. In
addition to acute care and basic ~mergency services, the hosp~tal
offers excellent ~:omen's and children's services, including
sophisticated neanatal care and in-vitra fertilizati~n treatment.
SMHMC`s Rape Treatment Center and Stuart Hause are nationally
known for the assistance rendered to victims of violent crimes
and chiZd abuse. Thraugh the Les Kelly Cl~nic, primary care
services are provided tio the whole cor~rnunity 4rithaut regard far
ability ta pay.
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SMHMC is also an i~partant healthcare access point far thase
living at or near the poverty line. SMHMC is the only contract
provlder of Medi-Cal serv~ces in the City of Santa Manica. In
total, approximately 19% of th~ hospital's patient service
revenues come from assisting P~edi-Cal r~C1~12ntS~ patients
financia~ly sponsored by Las Angeles County and the ~nd~gent.
~lnally, the hospital is also a center for the care of the
seniors, with approximately 52o vf the SMHMC's pa~~ent serv~ce
revenue coming from Medicare and Medicare-sponsored HrTO's.
REQUIRED PUBLIC HEARING
The Federa~ Internal Revenue Code requires that a publie hearing
be held concerning the tax exempt COPS financing by the CSCDA on
behalf of UniHea~th, and the nature of the proposed uses of COPS
proceeds. The required hear~ng has been publ~cly noticed. Upon
conclusion of the public hear~ng, it is recommended the Council
approve the attached resolut~on approving an ~nstall~ent purchase
financzng for various SMHMC health care facilzties. Simzlar
hearings have been held or will be held in the cities of Los
Angeles (May 7), Anaheim (to be scheduled), Long Beach (Apr~l
19), and Lindsay (May 17}.
STRUCTURE OF THE FINANC~NG AND CITY $UDGET/FIPdANCIAL Ii~PACT
Unihealth America and CSCDA will s~m~ltaneously enter into
installment purchase and sa~es agreements for equal dollar
amounts. UniHea~~h will f~rst sell various facilities to the
CSCDA for the funds gen~rated by the CSCDA from the issuance of
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COPS. The CSCDA wil1, in turn, resell the facilities back ta
UniHealth America. Annually, Un~Heal~h America uri11 pay the
CSCDA's trustee purchase paymen~s. The trus~ee vai11 use the flow
of purchase payments for the annual principal and interest on the
COPS.
The City of Santa Monica will not b~ directly or contingently
obligated in any pecuniary fashion by th~ CSCDA's issuance af
COPS on behalf of UniHealth America. Issuance of the COPS will
not create any dzrect or cont~ngent liability for the City of
Santa Monica.
RECOMMENbATION
It ~s recommended that the Council:
(1} Adapt the attached Resolution authorizing the City Manager
to execute the attached amended and restated Joint Exercise
af Powers Agreement ta ~oin the Cal~forn~a Statew~de
Commun~taes Deve~op~en~ Authority, and
{2) Adopt the attached Resolution approving an installment
purchase financing for var~ous Santa Monica Hospita~
Medical Center health care facilitzes.
Prepared By: Mike Dennis, Director of Finance
Linda Maxan, Deputy City Attorney
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RESOLUTION NUMBER $~S~ {CC5)
A RESOLUTION OF THE CITY COIINCIL OF T$E
CITY OF SANTA MONICA
APPROVING~ AIITHORIZING AND DIRECTING EXECUTION OF
AN AMENDED AND RESTATED JOINT ESERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFDRNIA STATEWIDE
COMMUNITIES DEVELOPMENT AIITHORITY
WHEREAS, the City has expressed an interest in
participating in an economic development financing program in
conjunction raith the parties to that certain Joint Exercise of
Powers Agreement between certain counties in California creating
the Galifornia Caunties Industrial Development Authority, dated
as of November 18, 1987 (the "Original Agreement"), and
WHEREAS, due tv broaden~d sponsorship for the programs
(the "Programs~~) to be undertaken pursuant to ~he Original
Agreement, it was determined necessary to amend and restate the
Original Agreement pursuant to that certain Amended and Restated
Jaint Exercise of Powers Agreement Relating to the Califarnia
Statewide Communities ~evelopment Authority, dated as oE June ~.,
1988 (the "Amended Agreement") to, inter aZia. change the na~ne of
the authority established pursuant to Original Agreement, modify
the governance thereaf, and allow participation by California
cities;
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pHEREAS, there ~s now before this City Council the form
of the Amended Agreement; and
WHEREAS, the City proposes to participate in the
Programs and desires that certain projects ta be located within
the City ba financed pursuant to the Programs and it is in the
public interest and far the public benefit that the City do sa;
and
WH£REAS, the A3mended Agreement has been filed with the
City, and the members of the City Council, with the assistance of
its staff, have reviewed said document.
NOW, THEREFORE, zt is herEby RESDLVED, ORDERED AND
DETERMINED, as follows:
SECTI~N l. The Amended Agreement is hereby appraved
and the City Manager is hereby authorized and directed to execute
said document, with such changes, insertians and amissians as may
be approved by him, and the City Clerk or her designee is hereby
authoriaed and direct~d to affix the City's seal to said document
and to attest thereto.
SECTIDN 2. The Mayor, City Manager, City Clerk and
(other designated officials of the City) and all other proper
offica~s and afficials of the City are hereby authorized and
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directed to execute such other agreements, documents and
cert~ficates, and to perform such other acts and deeds, as may be
necessary or canvenient to effect the purposas of this Resolution
and the transactians herein authorized.
SECTION 3. The City Clerk sha~l certify the adoption
of this Resolutian, and thenceforth and thereafter the same shall
be in fu~l force and effect.
APPROVED AS TO FORM:
,
~, L~ "~" ~ ~~
., ~ ~-~ ~C _~'t~cA~~~`-C1"`-"-~~
~" JOSE~H LAWRENCE
~~cting City Attorney
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AM~MD~D AND RE5TA7ED
JOINT EXERCISE OF POWERS AGRE~MENT
RE~ATING ~0 TH~ CA~IF~RNIA STAT~WID~ COMMUNITIES
flEVE~aPM~NT AUTHORETY
THIS AGREcMENT, dated as o£ June 1, 1~68, by and
among the parties executzng this Agree~ent {all such parties,
except those W~zch have withdzawn in accordance with Sect~an
13 hereof, being herein referred ~o as the "program
Participants"):
WiTNESSETH
WH£REAS, pursuant to Ta~le l, Divlsion 7, Cha~ter S
o£ the Governmen~ Code ~f the S~ate of California (the "Joint
Exercise o€ Powers Act"), ~wo ar more public agencies may by
agreement jointiy exercise any gawer cor~mon to tr~e contracting
oarties; and
WHEREAS, each of the Program Particigants is a
"pufl~ic ag~ncy" as L'nat term xs defined in SecLior. 650d ot the
Government Code or `he State of Cal~fornia. ~~d
WEiEREAS, each af the Program Part~czpants is
empowe~ed to ura~ote economic develapmen~, includ~ng, without
limitation, t~e nromotaon oz ogQortunities for the creation ar
reten~~on oz e~~loy~nent, ~he stamu~ation of ecvr.~mic act~vlty,
and the increase of the ~ax base, within its bauncaries; and
WHE~~AS, ~ gublzc entity ~s~ablis~eo nursuant to
the 4~oin~ Exercise o~ PowerS Ac~ zs empowerea ~0 155UE
industrial development bonas pursuant to the Cal~~orn~a
zndustrial DevelopmenL Financing Act (Titie ?~ {cornmencing
with Section 91500 of fihe Government Code oi ~he State of
California}) (the "Act") and Lo otherwise undeY~ake financing
programs under the Joznt Exercxse of Powers Act or other
applicable provisions of law to pro~ote 2C4riO~1C aevelopmen~
through the 155uanC~ of bonds, notes, or o~her ev~dences af
indehtedness, or certificates of participation in leases or
other agreements (al~ such instrurnents bezna here3n
collectively r~ferred to as "Honds"}; and
WHEA~AS, in ordez to promote econo~ie developmea~
within the State af California, the Ca~n~y 5uoerv~sor5
Association aE Csa~fornia ("CSAC"), together with the
California ManUfacturers Association, has ~stablished the
Bonds for In$ustry orogram (the "Program").
iYi-fEREAS, in ~urtherance of the Program, certa~n
Calafornia count~es ~co~lectively, the "Init~o~ Participants")
have entered intQ that certain ~oxnt Exerczse of Powers
Agreement dated as of No~ember 18. 1987 (the "Initia~
Agreernenr"}, ptirsuant to which the California Counties
In~ustr~al Development Antho~i~y has been establ~shed as ~
separate entifiy under the Joant Exercxse of Pawers Act for the
purposes and ~ith ~he pawers specif~ed in the Initia~
Agreernent; and
IYF~EREAS, the League of Califoxnia Cities ("~CC")
has determined ta join as a sponsor of the Program and to
actively parta.cz~ate in the admini.stration of the AUthor~ty;
and
Y1HER~AS, the initial Participants have determined
~o specifically authorize the Autharity to 155i.k2 Bonds
pursuant to Article 2 oE ~he Jaint Exercise o~ ?owers Ac~
("Article 2"} and Article 4 of the 3oznt Exerclse of Powers
Act ("Ar~ic~e 4"), as wel]. as may be authorized by the Ac~ or
other appZicable Iaw; and
WHEREAS, the Initia~ Participants desire to rename
the Ca~ifornia Counties Industri.al. Deve~opr~ent Authority to
~e~~er re~lect the addit~onal sponsorsh~.p of the Prograsn; and
WHEREAS, ~ach of the Initial Pax~icipants has
dete~mi.ned that it is in ~he publlc interest of the cz~izens
w~thin its boundaries, and to the benefi~ of such Inztial
Pzrt?cinant and the area and persons served by such Ini,~~a3.
Par~icipant, ta arnEnd and restzce in i~s entire~y the In?~ia~
Agreement in orde~ to irnplement the prov~sions se~ forth
above: and
lYH~REAS, it zs ~he desire
Participants to use a publ~.c entity
the Joint Exercise af Powers Act to
thei r respective juri.sdi.ctions that
issued pur5uant to the Act, Artic~~
applicable pro~asi.ans or law; and
of the Program
established pursuant to
undertake projecfis wicnin
may be £inanced with Bands
2, ArticJ.e 4, ar other
YYHEREAS, the pro~ects undertaken will result ~n
szanxficant publzc benefits, in~luding those ~ublic bene~~.fis
set for~h in Sectxon 9~502. ], of the act, an ~.ncreased 3.eve], of
~conomic actavity, or an increased tax base, and wi1~.
therefore serve and be of benefit ~o the inhanitants oL the
Jurzsdictions oi the Frogram Particigants;
HQW, THEREFORE, the Prograsn Participants, for and
=n cons~derat~on of the mutual promises and agreements herE~n
ccntained, do aaree to amend and re5tate the Initiai Agreement
ir. its entirety to proV~de as Follows:
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Section Z. Aur~ose.
This Agreement is made pursuant ~o the pra~isions of
the Jo~nt Exercise of Powers Act, relafing ~o the ~olnt
exerc~se ar powers co~non to pubiic ag~ncles, sn thZS case
being the Program Participants_ The Program Participants each
D055~55 the powers referred ~o ~n the recitals hereoi. The
purpase oL ~his Agreement is to e5tablish an agency for, and
with the purpose of, zssuing Bonds to =inance pro~ec~s within
~he territorial Iimits of the Program Part~cipants pursnant to
the Act, Article 2, Article ~, or other anpl2cablE provisaons
of ~aw; orovided, however that nothing in this Agreement shal~
be construed as a limitation on tne r~gn~s of ~he Program
Par~iczaanrs ~o pursue economic deuel~pment outsi~e of this
Agreement, Yncluding the rights _o ~ssue Bonds thro~gh
~ndustrial develapment authorities und~r the Act, or as
atherwise permit~ed by law.
within the varzous jurxsdictians of the Program
Par~ic~pants such purpose wiil be accomplished and said powers
exercised in the manner hereinatter set forth.
Section 2. Term.
This Agreement shail become effec"tive zn accordance
with S~ction 18 as of the date ~ereof znd shal~ con~inue in
fu~l force and e£~ect for a period of iorty {40) years ~rom
Lhe date hereaf, or un~31 such ~~me as ~L is termina~ed in
writing ~y all the ProgiGn Partic~pants; pravided, ~,owetrer,
~hat ~his ~greement shall nat terrn~na~e or be ter~~na~ed ~nLil
~he dzte on wnich a~l 3onds or otner 7ndeQtpane~s ?ssued or
caused ta be zssued by the Author~ty srsall have been r~txred,
or fu~~ provis~on snall have been made for their retir~ment,
inciud~ng znte=est untll their re~~rement date.
Sectian 3. Authority.
A. CREATTON A~D POWERS OF AUTHOR~TY.
(~) Pursuant ~o the Joint ~xercise of Powers Act, there
as hereby created a public en~~ty ~o be known as ~he
"California Statewlde Communities Development Authority" {the
"Authority"), and sakd Authority shall be a public entzty
s~oarate and a~ar~ €rom the Progra~ ~articipants. Its ae~ts,
Iiabilities and obligations do not constitute deots,
liabzlities or obligations of any party to thas Agreement.
8. COMMTSS~QN_
The Author~ty s:~al~ be ad~nan~stered by a Comrr~ission
(the "Commission") whi~h shall consist of s~ven mEmbers, each
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ser~zng in his ar her ~nazvzaua~ caaacity as a~ember of ~he
Cocnmission. The Comrriisszan shall be the a~ministering agency
of ~hi.s Agr~ement, and, as such, sha~l be vested with the
powers set forth herean, and sha ~? efectate and admini.ster tnis
Agreemen~ in accordance w3th the purposes an~ tunct~ons
provided herein.
Four members ot the Comnission shall be ~ppointed by
the govern~ng boc3y of CSAC and three members of the Comrnission
shall be apgoint~d by the governing body o~ LCC. ~nitiai.
members aE the Comrnzssion shail serve a term endzng June ~,
~991. Successors to such members shall he selected in the
manner in w~~Gh the respective initial member was selected and
shall serve a term o~ three years_ Any appointment to fill zn
unexpired term, however, sha~l be Lor such unexpired terr-.
The terrn of office specified above shzll be appiicabl.e ~n~ess
th~ term of off ice of the respective memiaer is termina~ed as
hereinafter provided, and provided that ~he term of any rnem~er
sha~l not ex~ire until a successor thereto has been appointed
as grovided herein.
Each of CSAC ana LCC ~ay apnai*!t an a lternate memt~er
of the Commission for each memb~r of ~he Co[~missio:~ which it
appoints. Such alternate member may act as a member of the
Coramission in pl.ace or and duz~ng ~he absence or disahili~y oz
such regu~arly an~ointed member. AI1 references in this
Agreement ta any member or the Commission sha~l be ~eemed to
refer to and include the app~icable ~iternata mEmber wher. so
acti~g ~n place ci a regular~y appoinLed member.
Each membe-_- or al~ernate merr~Aer of the Cvmm~ssion
may be remaved ana raplaced at any txme by the govern~na body
by which such rner~bEr was Gppo~.nted. Any ind~vidual, inc~~:ding
any member of the aoverning body or s;.aff o~ CSAC or LCC,
shall ~e eligi.ble to serve-as a member or alternate member o=
the Com~ission.
i~lembers and alternate members o~E the Commission
shall not receive any campensation Eor serving ~s such but
sha}.1 be entit~ed to reimbursement for any expenses actua~ly
ancurred in connection wlth seruing as a r~er~ber or aiternate
mem~er, iE the Corru~ission sha~l uetermine ~hat such exoenses
sha~l be rei,mbursed and thexe are unencumbered iunds a~a~lable
far sUCh gurpose_
C_ OFFICERS; DUTIES; OrFICIAL BONDS.
The Conun~sszon shall elect a Chair, a vice-Chair,
and a Secretary o£ the Authority irom among its members to
ser~e ~or such term as shall be determined ~y the Commissio~.
The Cammission shall appoint one or more or iLs oir~ce~s or
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3~9h5
employees ~o serve as treasurer, auditor, and control3er of
the Authorkty (the "Treasurer') pursuant to Section 6505_5 of
the Joint Exerczse of Powers ~ct to serve for such term as
shall be determine~ by the COI~I1715510n.
Subject Eo the app].zcable provasions of any
reso~ution, indenture or other instrumen~ or praceed"ang
authorizing or securing Bands (each such resolu~~on,
inden~ure, instrument and proceedir~g being herEin r~ferred to
as an "~ndentiure"} providing for a trustee or other fiscal.
agen~, ~he Txeasurer is designated as the depositary of the
Authority to hav~ cu~tady of all money ot the Authoritv, from
wha~ever source deri~~d.
The Treasurer of the Authori.ty sha11 have the
powers, duties and responsibilit~~s speci~ied in
Section 6505.~ af the Jo~.nt Exercise af Pow~rs Act.
The Treasurer of ~he Authority is desi.gnated as ~he
oub~ic officer or person who has charge of, handles, ar has
access t~ any praper~y of the Authority, and such officer
shall fale an official bond with the Secretary of the
Authority in the amount specifiea by resolut~on af ~he
Com~nission but in no ever~t ~ess than ~~,Q4a. If and ~o the
extent permitted b~ 1aw, any such afficer ~nay satisfy this
requir~men~ ~y filing an afficaa]. bonn in at leas~ said amoun~.
obtained ~n connect~on wath anather ~~b~ic offzce.
The Commission shall have the power to agpoint such
otner oft~cers and emp~oyees as i.t may deern necessary and to
retain independ~nt counsei, cons~!}.tants and Gccour.tants.
Th~ Cocnmissa.on shall have the power, ~y resolution,
to tne extent permi~ted by the Joint Exercise af Powers Act or
any other applicable ~aw, t~ de~egate any of its func~ions to
one or more af the members of the Conuniss~on ar o~fzcers ar
agen~s of the Authoraty and ta cause any of said members,
o£ficers or agents to take any actions and execute any
documents o~ instruments for and in the name and on behal~ DL
the Cor~ission or the Authority.
D_ MEETINGS OF THE COMMiSSIO~I.
(1) ~tequJ.ar Meetinqs.
The Commission sha1J.
rneetxngs; provided, howe~er, it
regular meeting each year. Th~
holding o€ the reguiar meetxngs
of the Commission and a co~y of
wlth each party hereto.
pravide for its reguiar
shal~ hold at least orte
date, hour and p~ace vf khe
shall be €ixed by resoiutzon
such resolut~on shall be fi.led
379h5
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{2) Special Mee~ings_
Special meetings of the Commisszon may ~e cai~ed ~n
accordance wit~ the provisions of Section 54956 of the
Government Code of the State oE Cali€or~za.
{3) l~alph i~i_ Srown Act.
A~~ meeti.ngs of the Cammisslon, inc3.uding, without
iimitatiori, regular, ad~ourned regular, special, and ad~ourned
special meetings shall be called, not~ced, held and conducted
~n accordance with the pro~isions o~ ~~e Raiph M. Hrown Act
(comm~ncsng with Section 54950 oE the Gov~rnment Code of ~he
State o£ California).
t4 ) Mint~tes .
The Secretary af the Authoraty shall cause to be
kept r~inutes of the regular, at3journed r°gu~ar, speciai, and
adjourned special me~tings of the Cotnmission and shall, as
soan a5 possible after each meeting, csuse a copy of the
minutes to be forwarded to each member o: the Comrriission_
(5) Quorum.
~ ma~ority of the merc~bers oz Lhe COIIllil15510~i which
incluaes a~ least ane member appo~n~ed ~y the gover~~.ng body
of each of CSAC and LCC sha~1 constitu~P a quarcar: ~or the
transaction oL business. No action may ~e taken by the
Comr~nission except upon the a~firmat~ve ~rote of a majority of
the me:~bers oL ~he Comr~ission which i:,clucies at least one
member apoain~.ed by ~;~e go~ern~ng boQy o= eacn of CSAC 2nd
LCC, except that less thar~ a q~orurn ~ay ad]our~ a:reetir.c to
ano~her ~ime and ~lace.
E. RULES AND REGtILAT~ONS.
The Authority may adopt, fron time to time, by
resolution a~ the Commission such rules and regu~ations ior
the conduc~ of i~s mee~ings and affa~.rs as may be requirea.
Section 4. Powers.
The Authority shall have any and all powers re?at~r.g
to economic development autt~orizEd by law to each ot the
parties hereto and separately to ~he pL~lic ent~ty herein
crea~ec3, inc~uaing, without limi~ation, ti~e promotion of
apportunzt~es tvr the cr~atian and reten~ion of emp].oyment,
the stirnulation of economic actxv~ty, Gr_d ~he increase of the
tax base, with~n the ~urisdic~ions oE such parties. Such
powErs st~all i:~clude the common pa~ers specified in this
b
379h5
Agreemen~ and may be exereised in the rnonner and according ~o
the method provided in this Agree~ent. AI1 such powers cocnmon
to the ~artzes are specxfied as powers of the Authority. The
Authority is ~ereby authorized to do all acts necessary for
the exerczse of such powers, including, but not lima~~d to,
any or all of ~he following: to make and enter into
con~racts; to employ agents and employees; to acquire,
consfrvc~, provz~e for maintenance and operation of, or
ma~ntain and opera~e, any buixdings, works or improvements; ta
acguire, hold or dispose o~ property wherever located; to
incur d~bts, liabilities ar obliga~ions; to receive gifts,
contribu~ions and dana~ions vf property, funds, services and
other ~orms of assxstance frorn persons, ~irms, corporations
an~ any governinenfial entity; ta sue and be sued in its own
name; and generally to do any and all things necessary or
con~en~ent to the promotion of economic development, inc~uding
without limitation the promotion o£ apportunit~es far the
crea~ian or retentian of emp~oyment, the sti~ulation vf
economzc activlty, and the zncrease of the tax base, all as
herein contempiated_ without limzting the generali~y oz 4he
foregoing, the Authority may issue o~ cause to be issued
bonded and other indebtedness, and pledge any prfloerty or
revenues as security to the extent permitted under the Join~
Exerczse of Powers Act, inc~uding Art~cle 2 an~ Rrticle 4, tnE
Act or any other applicab~e provision of ?aw.
The manner in wh~ch the Authority sha~l exercise its
vowers and perfarm i~s dut~~s is and shall ~e sub7e~fi ~o fihe
restric~ions upon ~he man~~r in wh~ch a California county
could exercise sucn powers and pertorm such duties unt~l a
Calizornia general law c~~y shall become a Progr2m
Particwpant, at ~~ich time lt shall be sub~ect ta ~he
restrict~ons upon the manner in which G Cali~orrza gene~a~ law
city cou~d eaercise such gowers and per*orn suen duties. The
manner in which the Autharity shall exer~ise its powers and
perfarrn z~s du~ies shal~ not be subject to any re5t~1Gt10nS
applicable to the manner xn which any other publ~c agency
could exercise such powexs or perform such duties, whether
such agency is a party to this Agreement or not.
Sec~ion 5. Fi~ca! Year.
ior the purpases vf thls Agreemera~, tihe term "Fiscal
Year" shall mean the Eiscal year as esfiabiished fr~m time to
tzme by the Autnority, 5eing, at the date of this Agreement,
the period f~om July 1 to and inc~uding th~ fo1?ewing June 30,
except tor the cirst Fiscal ~ear which shall be tne period
from ti~e date oz ~his Agreement to ~une 34, 1988_
7
374h5
Section ~. Disposition of Assets.
At the end of the ~erm hereof or upon the earller
termination of this Agreement as set fort~ in Section 2
hereof, after payment of all expenses and ~iabilities af the
P.uthority, al~ property o~ the Authority both real and
personal shal~ automatica~ly vest in the Program Particigants
and shall ~~ereafter r~main the sole proQerty of the Program
Participants; provided, hawever, that any surplus mo~ey cn
hand sha~l be retuzned in proportion ta the contr~butions made
by the Program Partzcipants.
Se~#io~ 7. eands.
The Authori~y sha~l ~ssue Bands for ~he purpose o~
exercising its powers and raising the funds necessary ~o carry
out its purposes under thzs Agreement_ Said Bands may, a~ ~he
discret~on of Authority, be issued in series.
The ser~ices of bond counsel, financing consu~tants
and other cansultan~s and advisors working an the projec~s
and/or their financing sha~l be used by the Authorzty. T~e
£ees and eapEnses of such counsel, consu~~an~s, advisors, ana
~he expenses of CSAC, LCC, and the Com~nission shall be paid
from the proceeds of the 3onds or any other unencumbered funds
of ~he Autharz~y available zor such purpose.
Sec~ion 8. 6onds Only Limi~ed and Special
Obiiqations of Aut~ority.
The ~onas, Loge'ther wzt~ the interes~ cnd pre~~u~,
if any, t~ereor., shall not ~e deemed ~a constitute a debt ai
any Program Participant, CSAC, or LCC or pledge oi the =aith
and eredit of the Program Participant$, CSAC, LCC, or the
Authority_ The Bonds shall be only special abligations of the
Authority, and the Authority shal~ under no circumstances be
obligated ta pay the Bonds or thE respectave projec~ casts
exce~t frorn revenues and other funds p~edged therefor.
Nei~her the Program Participants, CSAC, LCC, nor the Authority
shal~ be ob~igated to pay t~e prznczpal of, prem~um, if any,
or in~erest on thE Bonds, ar other costs incidental thereto,
exce~t from the revenues and funds pledged therefor, and
neitner the faith and credi~ nor tihe taxing power of the
Program Participants nor the faith and credit oL CSAC, LCC, or
the Authority sha]~ be pledg~d to the gayment oi the princzoa?
oE, pxemium, if any, oz interest on the Bonds nor sna~l tne
Prograrn Participants, CSAC, LCC, or the AUthorzfiy in any
manner be o~ligated to make any approprzation for such payment.
No ~avenant or agreement contained in any Sond ar
Tn3enture snall be deemed ~o be a covenant or agreement oL ar:y
8
379h5
member af the Commission, or any oE~zcer, agent or employee oE
the Authority in his indiv~dual capacity and neither the
Commxssion of t~e Authority nor any of~zcer therEOf execut~ng
the 8onds shall be liable personally on any Bond or be sub~e~t
to any personal liabilxty or acco~ntabilxty by reason of the
issuance o€ any Bonds.
Sec#ion 9. Local Ap~ro~al.
A capy of the application for financing of a pro~ect
shall be filed ~y the Authority wi~h the Program Participant
in whose ~urisd~ction t~e pro7ect is to be located. The
Authari~y shall not issue Bonds w~th respect tti any pro3ect
unless the governing body of the Pragram Participant in whose
~urisdzction the praject as ~o be located, or its nuly
authorized designee, shai~ approve, canditfonally ar
unconditionaily, the pro7ec~, ~ncluding the issuance of Sands
therefor. Action to approve or disappzove a project shall be
taken within 45 days of the filing with the Program
partzczgant. Certifzcatzon of approval or disapproval sha~l
be made by the clerk of the govern~ng body of ~he Program
Partacipant, or by such other offiCer as may be designated ~y
the a~p~icab~e Prograrn Partzc~pant, ta th~ Authoraty.
Section 10. Accoun~s and Reports.
All funds of the author~ty shall be strictly
acco~nted far. The Autharzzy shall estab~ish and ~ain~azn
such funds and accounts as may be reauired by gaod aceountzna
practice and ~y any pLOV1510~ of any Indenture {~o the extent
such du~ies are not ass~g~ed ~o a trust~a of Bonds}. ~he
books and r~~oras nf the Au~hority sha13 be open to irspection
at a~l reasonable times by each ?rogram ~articipant.
The Treasurer of the ~ufihority shall cause an
~ndepend~n~ audit to be made of the baoks of accounts and
~inancial records of ~he Agency by a certxfied public
accountant or pubiic accoun~ant 3n camp~iance with the
provisians of Section 6505 of the Joint Exercise of Powers
Act. In each case the minimum requ~rements af the aud~t shall
be those prescrlbed by the S~ate Controller for special
d~stracts under Sect~on 26909 of the Go~ernment Code of the
S~ate ~f California and shail conform to aenera~ly accepted
auditing standards. When such an audit o£ aecounts and
records ~s made by a certifzed public accountant ar public
accountant, a report t~ereof snall be Eiled as publ~c records
with eac~ Progzam Farticapant and alsa with the county audi~or
of each county in which a Program Part~cipant is located.
Such report shall be filed wlthin 12 mant~s of ~he end of the
Fisca~ Year or Years under exam~na~zon.
v
379h5 J
Any costs af khe audit, inciuding contiracts with, or
employment of, certi~ied pub~ic acc~untants or public
accauntants in ~a~ing an audzt pursuant ~o th~s Section, sha11
be borne by the hu~hority an~ shall b~ a charae against any
unencumbered ~unds of the Authority avaiiablE for that purpose.
In any ~iscal Year the Commzssion may, by resolution
adopted by unanimous vate, replace the annual special audit
w~th an audit covering a~wo-year neraod.
The Treasurer af the Authorzty, wzthin 1~0 days
after the clase of each FYSCal Year, shall give a complete
writtEn report oi all financia~ activities for such Fxscal
Year t~ each of the Pr~gram Participan~s to the ex~ent such
activities are not covered by the reports o~ ~he irustees for
the $onds. The ~r~s~ee appointed under each Tnden~ure shall
establish suitable zunds, furnish financia~ reports and
provide suitable zccauntzng procedures to carry out the
provisions of sGid Indenture. Said trus~ee rnay be giv~n such
duties in said Indenture as may be desirable ~o carry out this
Agreement.
Se~t i on 11 . Funds .
Subject `o the anpiica~ie prov~s~.ons of each
Indentur~, whicn may pr~v~de for a trustee ta receiv~, have
custody af and disburs~ Authority funds, the ireasurer of the
Authority shall rec~ive, have the custociy oz ~nd disburse
Au~hority zunds ~ursuant ~o ~he accountir.g procedures
aevel~pea under Section 1Q hereoz, and s~all rnake cne
disbursements ~equired by ~h3s Agreemen~ or o=herwlse
necessary to carry out any of tne provisions or purpo5es oz"
thzs ~greemenfi.
Sect i an ~ 2. No ~ i_c.es .
Notices and other communications i~ereunder to the
Program Participants shall he suf~icient iz de~ivered to the
cJ.erk of the gav~rnlnq body of each Prograc~ P:.r~ic~pant.
Sectian 13. Withdrawal and Addit~on of Part~es.
A Prograro Participant may witnd.raw ~rom this
Agreement upon written notice to thE Commisslon; p=ovi~ed,
howev~r, that n~ such wlthdrawal shal~ result in ~he
dassolution of the Authority so long as any Ronds remain
outstandzng under an Indenture. Any such wathdrawal shal~ be
effective only uoon re~eip~ of the riptiC~ of :~ithdrawal by the
Cammissa.on which snall acknowledge receiQt of such noti.ce of
~zthdrawa~ in ~.riting and shall ~i].e such notzce as an
amEndment to this Agreement effectzve uoon s~ch ~iling_
10
379h5
Qualifying public agencies may be add~d as parties
to this Agreement and become Program Par~ic~pant5 u~on: {i)
the filing by such pubiic agency o~ an executea counterpart of
this Agreement, together with a certified copy of the
resoiutian of thp goyernzng body of such public agency
approving this Agreement and ~he execution and de~ivery
hereof; and {ii) ado~tion of a reso~ution of the Commzssian
approving ~he addztxon o~ such public agency as a Prograa~
Participant_ Upon sarisfaction of such canditions, the
Commission shall file such execute~ covntergart af this
Aqreement as an a~endment hereto, e~fecti~~ ugon such Eiling.
Section y4. Indemnification.
To the fu~~ extent permitted by ~aW, the Commission
may authorize indemn~~ication by the Autharity oi any gerson
who is or was a member or alternate member of the Co~mi55iOn,
or an officer, empioyee or ather agent of the Autnor~ty, and
who was or is a oarty or is threatened ~o be maae a party to a
proceeding ny reason of the fact tha~ sueh person is or was
such a member or alternate member of ~he Commissian, or an
afficer, employee or oth~r agent of ~he Au~horYty, agains~
axpenses, ;u~gments, fines, settlements and other amounts
actua~~y and reasanab~y incurred in cannec~ion with such
proc~eding, Zf such persan acted in good faitn and in a nanner
such persan reasonably believed to be in the bes~ interes~s of
the Authority and, in the case o~ a cr~mina~ proceea~ng, haQ
no reasana~ie catise ~o bel~eve the conduct oi such gerson was
un~awful an~, in the case of an actian by or in the rlght of
the Author~ty, acted w~th sucn care, ~nc2udina reasonable
znquiry, as an ordinari~y prudent person ~n a like posi~ion
would use under sirniiar circums~ances.
Section y5. Contri~utions and Ad~ances.
Contribut~ons or advances o£ ~u~lic funds and af the
~se of personn~~, equipmenf or groperty~may be made ta the
Authority by the parties hereto for any a~ the gurposes of
this Aareement. Payment of public funds may bs ~ade to defray
fihe cost az any such cantribution. Any such advance may be
made sub~ect to repayfient, and in such case sha~l ~e rEpa~d,
~n the manner ag~eed uoon by the Au~hority and tne party
making such advance at the time of such advance.
Section ifi. immunities.
AI1 ot the privi~eges and irnmuni~ies from
liabil~ties, exempti.ons ~rom laws, ordi.nances and ru~es, al.l
pension, relief, disabi.li~y, workers' compensation, and other
benefits whxci~ app~y to ~he activl~y of officers, agents or
emplo~ees o£ P*ogram Participants when performing their
1 }.
370~5
respectzve functio~s w~~hin the terr~toria~ limits of t~eir
respective public agencies, shall app~y to them to the same
degree and eatent while engaged as members of the Commissaon
or o~herwise as an officer, agent or other representative oT
the Authozity ar while engaged zn ~~~ performance of any o~
~heir iunctions or duties extraterritorialiy under ~he
provlsions of this Agreement.
Section 17. Asnendments.
Except as prov~ded in Section 13 abave, this
Agreement shall not be amendea, madified, or altered except by
a wratten a.nstrtament duly executed by each ot the Program
Particzpants.
Section 18. Effectiveness.
This Agreemen~ shall become effective and be in fuil
force and effec~ and a legal, va~id and b~nding obl.i.gataon of
each of the Program Participants at 9-00 a.m., Ca~ifarnia
~irne, on the date that the Corr~issaon shall have recezved ~rom
each af the ~nitial Participants an execu~ed counterDart az
this Agreernent, together wizh a certified copy of a reso~ut~on
of ~he govexning body of each such Initial Participan~
approving thi.s Agree~nent and the egecutzon and de~i~ery hereof.
Sectian ~3. Partial In~alidity.
Zf any ane ar more of the terms, p~avisions,
promises, covenants or condi.tians af this Agreement sha11 ~o
~ny e~tent be ad~udged a.nvaJ.~d, ~nenforceable, void ar
vo~dabJ.e ~or anv reasor~ whatsoever by c courf of corn~e~pnt
~urisdic~~on, each and all of ~he re:n~ining terms, provzsions,
pro~:ises, covenants and conditions oi ~his Agreernent sha].3. nor
~e affec~ed thereby, and sha~l be valid and enforceable ta the
fullest eatenfi permi.tted b~-law.
Sectian 20. Successors.
This AgreErnent shali be binding upon and snall inure
to the benefit of the successors of ~he partiES hereto.
Exeept to the extent expressly provided herein, no party n~y
assign any right or ohligation hereunder withaut t~e consent
of the fl~her parties.
Sectian 21. Miscelianeous.
This Agreement may be executed in severaJ.
counterparts, each of whi.ch s'r-a].]. be an originai and ail oL
which shall constitute but one and the same instrument.
1~
379h5
The S~C~10n headxngs he:ein are for convenzence on?y
and are not to be construed as mod~£yzng or governing tre
Zanguage in the section referred ta.
wherever in this Aqreement any consent or anproval
is required, the same sha11 not be unreasanably withheld.
This ~greement is made ir. ~he State of California,
under the Constitutio~ and laws of such state and is to be so
construed.
This Agreernent is the conplete and exclusive
state~ent af the agreement among the parties hereto, which
supercedes and merges a11 prior proposals, understandings, and
other agreements, ancluding, wi~ho~t ~imitation, the In~tial
Agreement, whether orai, written, or ~mplied zn conduct,
between and among the parties re~a~ing to the sub~ect matter
~~ thzs Agreement.
IR WzTNESS wHEREO~', the ~arties hezeto have causec~
this Agree~nent to be executed and attested i~y the~r proper
o~ficers thereunto ciu~y author~zea, and their oEfjcial sea~s
to ~e ?~ere~o affixea, as of the day and yeaz first ab~ve
written.
Program Par~icipant:
[SEAL]
APPROVED AS TO FORP1:
ATTEST: ^
~ ~ ~~
B~~+-
!i~Ia~ie :~T05 PFI LAWRENCE
~T~t'le: Acting City ~ttorney
379h5
By
N a r•~e :
Ti~?e_
13
Adopted and approved this 27th day of Apr~l, 1993.
"~,/ ~
L Mayor
I hereby certify that the foregaing Resolution No. 8580(CCS}
was duly adapted by the City Couneil of the City of 5anta Monica
at a meeting thereof h~ld on Apri~ 27, 1993 by the fo~lowing
Counc2l vote:
Ayes : Counci~members P.l~da, Genser, Green}aerg,
Holbrook, Olsen, Vazquez
Noes: Councilmembers: Non~
Abstain: Councilm~mbers: None
Absent. CounciZmembers: Rosenstein
ATTEST:
~E.R._-
ass~'• ~lty Clerk
RE$QLIITION NO. $581 (CCS)
A RESOLUTION OF THE CITY COIINCiL OF THE
CITY OF SANTA MONICA
APPROVING AN INSTALLMENT PUItCHASE FINANCING FOR
CERTAIN HEALTH CARE FACILITIES LOCATED WITHIN THE
CITY OF SANTA MONICA
WHEREAS, UNIHEALTH AMERYCA, a California nonprofit
public benefit carporation, and cer~airt related nonprofit pubiic
benefit carporations (the "Related Corporations") including SANTA
MONICA HOSPITAL MEDICAL CENTER ("SMHMC"), have requested that the
California Statewide Communities Dev~lopment Authority (the
"Issuer") participate in an installment purchase financing (the
"Financing") for certain health facilities (the "Facilities"),
including Santa Monica Hospital Medical Center (the "Santa Manica
Facilities") which are or wi~l be located within the City of
Santa Monica to f~nance and refinance certain projects with
respect to the Facilities owned and aperated, or to be owned and
operated, by the Related Corporatians;
WHEREAS, in connection with the Financing, the Issuer
and the Related Corporations w~.ll enter into an instaliment
purchase agreement (the "Purchase Agreement"} under which the
Related Corparatians wilZ sell the Facilities to the Issuer and
the ~ssuer will agree to make payments (the "Installment
Payments") to the Related Corporations for the purchase thereof;
WxEREAB, the Issuer's obligations to make Installment
Payments will be Iimited to pur~hase payments to be made to the
Issuer by the Related Corporatians in accardance with an
installment sale agreement (th~ "Sale Agreement") to be entered
into between the Issuer and the Related Corporations
simultaneously with the execution of the Purchase AgrEement, and
under which Sale Agreement the Related Corporations will
repurchase the Facilities from the Issuer;
WHEREAS, certificates of participation (the
"Certificates") in an aggregate principal amaunt not to exceed
TWO HLTNDRED EIGHTY Million Dollars ($280,000,000), each
representing a proportionate undivided intarest in the
Installment Payments, wiil be executed, delivered and sold in
connection wzth the Financing;
WHEREAS, pursuant ta Section 147(f) of the Internal
Revenue Cade of 1986 (th~ "Cade") the Financing and the issuance
of the Purchase Agreement by the Issuer ~ust be approved by the
City because the Santa Monica Facilities are located within the
territarial limits of the City;
wx~R£AS, the City Council of the City of Santa Monica
(the "City Council") is the elected Zegis~ative body of the City
and is one of the applicable elected representatives required to
2
apprave tha Financing and the issuance of the Purchase Agreement
under Section 147(f) of the Code,
w~~REAS, the Issuer has requested that the City Council
approve the Financing and the issuance of the Purchase Agreement
in order to satisfy the public approval requirements of Section
147{f) of the Code and the requirements of Section 9 af the Joint
Exercise of Powers Agreement (the "Agreement"}, dated as of
Jane 1, 1988, among certain local agencies, including the City;
and
WHEREAS, pursuant to Section 147(f) of the Code, the
City Council has, fa~lowing natice duly given, held a public
hearing regarding the Financing and the issuance of the Purchase
Agreement, and now desires ta approve the Financing and the
issuance of the Purchase Agreement.
NOW, THEREFORE, TT IS RES~LVED AS F~LLOWS:
1. The ~i~y Caunc~l hereby appraves the Financing and
the Purchase Agreement. It is the purpase and intent af the City
Council that this resolution constitute appraval of the Financing
and the issuance af the Furchase ~greement (and the executian and
del~very af the certificates of participation related theretv~
for the purposes of (a) Section 147(f) of tha Code by the
applicable elected representative of the governmenta~ unit having
3
jurisdiction aver the area in ~hich the Facility is located, in
acc~rdance with sa~d Sectian 147(f), and (b) Section 9 of the
Agreement.
2. The officers of the City are hereby authorized and
directed, jointiy and severally, to do any and all things and to
execute and deliver any and all documents which they deem
necessary or advisable in order to carry out, qive eff~ct to and
comply with the terms and int~nt of this resolutiQn and the
financing transaction appraved hereby.
3. The Ci~y Clerk shall certify the adoption of this
Resolution, and thenceforth and thereafter the same shall be in
full force and effect.
4. The City Clerk shalZ forward certified copies of
this Resolution to the fallowing:
O'Me~~eny & Myers
~00 South Hope Street
Los Angeles, California 9007Z
Attentian: Stephen J. Stern, Esq.
-and-
4
Orrick, Herringtan & Sutcliffe
777 South Figueraa Street~ Suite 3200
Los Angeles, Ca~ifornia 90017
Attention: Steven L. Maler, Esq.
APPROVED AS TO FORM:
~ r,
*~ . t
_ C~S+~)
\ , ' ~J
JOSE H LAWRENCE '
~`~~~A~ting City Attorn~y
wp5l~~noxon\smhos}~.res\pcldf
5
Adopted and approved this 27th day af April, 1993.
~.d~
'~- Mayor
i hereby certify that the foregoing Resalutzon No. 8581(CCS)
was duly adopted by the C~ty Cauncil of the C~ty af Santa Monzca
at a meeting thereaf held on April 27, 1993 by the fo~lowing
Council vote:
Ayes: Cauncilmembers: Abdo, Genser, Greenberg,
Holb~ook, Qlsen, Vazquez
Noes: Councilmembers: None
Abstain: Councilmembers. None
~.bsent: Councilmembers Rosenstein
ATTEST:
~.~,t,~~~ ~
Ass~. ~ty Clerk