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Resolution 96/567
A RESOLUTION OF TBE CONTRA COSTA COUNTY
APPROVING AN INSTALIAUM PURCHASE MANCING
TO BE UNDERTAKEN BY THE CAIMORNIA STATEWIDE COMMUNITIES
DEVELOPACM AUTHORITY TO BENEFIT
JOHN MUIR/Aff. DIABLO HEALTH SYSTEM
4VSBI2BAS, John Muer Medical Center (tbe "Corporidon% a nonprofit public
bent corporation, has r%uestad that the C a fonaia Statewide Communities Development
Authority (*CSCDV)V)participate in an installment purchase fl=nc ng(the "Financing")for the
purpose of fmaaaiuS the acquisition, improveme&we egnipping of certain heaithcane acwties
(the "Fa lideq7;
WBHRBAS, in connection with the Financing, CSCDA and the John MuWI&
Diablo Health System (the "System") will ea w into an installment purchase agi'eenwlt (the
"Purebase Agreesnesst")under which the System will sell tare Failiti to CSCDA and CSCDA
will agree to make payments (the 'Installment Payments') to the System for the purchase
thereof;
'TAS, certificates of participation (the 'Certffuates') is an aggregate
principal amount not to exceed$9000000000 each rfepresmft a proportionate undivided ingest
in the Installment Payments, will be executed, delivered and sold in connection with the
WHSAS,proceeds of the Certificates in an amount not to exovW$90,000,000
we expected by the System to be used for the Facilities;
VMEMAS,pursuant to Section 147(t)of the Internal Mwerm Code of 1986(the
-Code% the Financing and the execution and delivery of the Purchase Agreement by CSCDA
must be apprvved by Contra Costa County (the 'County') because the Facilities we located
within the tef uncal limits of the County;
WHffitBAS,the Board of Supervisors of the County is the elected legislative body
of the Cmaty and is one of the applicable elected representatives required to approve the
Financing and the execution and delivery of the Purchase Agmement under Section 147(f)of the
Code;
W MEAS, CSCDA and the System have requested that the Board of Supervisors
of the County approve the Pfimcfng and the execution and deliver► of the Purebase Agreement
in order to satisfy the public approval requirement of Section 147(f) of the Code and the
i+oquirements of Section 9 of that certain Amended and Restated Joist ftemim of Powers
Agreement Relating to the California Statewide Communities Development Authority, dated as
of June 1, 1988 (the "Agreement"); and
'�VHSRBA5, pursuant to 5eWon 147(f)of the Code, the Board of SuperAwn of
the County has, following notice duly given, held a public hearing regarding the FuranckS and
act-f if02U.t
Resolution 96/567
the execution and delivery of the Purchase Agreement and now desires to approve the Financing
and the execution and dellvery of the Purchase Agreement;
NOW,-1 LEFOM BS IT PMOLVED,by the Board of Supervisors of Contra
Costa County, as follows:
1. The Board of Supervisors of the County berthy approves the Financing
described above and the Purchase Agreement. It is the purpose and intent of the Board of
Supervisors of the County that this resolution cmnsdU to approval of the Financing and the
eocecmtion and delivery of the purobase Agreement (and the execution and delivery of the
certifu.ates of participation dated thereto)for the purposes of(a) Section 147(f)of the Code by
the applicable ehcW representative of the governmental unit havi n judsdiction over the area
in which the Fac Sties arse to be located, in accordance with said Section 147(t)►and(b) Section
9 of the Agreement.
2. Tire offuers of the County are hereby audx zed and directed,jointly and
severally, to do any and all things and to execute and deliver any and an documents which they
deem necessary or advisable in order to carry out, give effect to and c ompiy with the terms and
intent of thin resolution and the financing tmasaction approved hereby.
ac►.iiao2o.i 2
Resolution 96/567
� t
3. Mgss resollutian sbaD tdW effect=meftzly upon ib passage.
PASSED AND ADOPTED this 17tHday of December, 1996, by the fo]Iow*g Vote:
AYES: SUPERVISORS ROGERS, BISHOP, DeSAULNIER, CANCIAMILLA and SMITH
NOES: NONE
ANSTAW: NONE
ABSEM NONE I hereby certify that this is a true
and correct copy of an action taken
and entered on the minutes of the Board
of Supervisors on the date shown.
ATTESTED December 1 7 , 1916
Phil Batchelor, Clerk of the Board-
of Supervis s ndCo_unttyy Administrator
BY
Barbara . ' t, Deputy Clerk
net-�isaao.t 3
Resolution 96/567
R
r1j Sponsored By: `
j California State Association
of Counties
November 23, 1996 League of California Cities
CALIFORNIA VIA FAX& FEDEX
OMMUNITIES CCN RA COS TA COUNTY`" `k
Mr. Phil Batchelor RECEIVED
E
County Administrator
Contra Costa County 3 N O V 2 6 1996 E
651 Pine Street, 1 lth Floor
Martinez, Ca. 94553 OFFICE OF
COUNTY ADMINISTRATOR
Dear Phil:
Re: John Muir/Mt. Diablo Health System QMMDHS)
Tax Equity&Financial Responsibility Act(TEFRA)Hearing
The purpose of this letter is to confirm our conversation at the CAD's meeting in
San Diego regarding the Authority's request for Contra Costa County to hold the required
public hearing so that JMMDHS can refund existing tax exempt bonds as a result of the
pending affiliation.
a
The refunded bonds would be issued by the Authority and Contra Costa County
would have no liability for the bonds. I have requested Orrick, Herrington & Sutcliffe,
bond counsel, to confirm this and provide you with the necessary resolution to be adopted
and an explanation of the County's role in the TEFRA process. This information will
arrive under separate cover. The issue will be insured and carry a minimum A rating as
required by the Authority.
The Authority has received the enclosed preliminary application from JMNIDHS.
The Authority will act as a single issuer for the refunded bonds and new bonds for the
potential acquisition of capital equipment and an office building. The County is already a
member of the Authority.
If possible, JN 0ADHS has requested that the public hearing be scheduled in
■ mid-December to accommodate a sale of bonds in January, 1997. A 14 day public notice
is required and will be filed by bond counsel once a date is chosen by the County. Please
let me know the date that works best for the County.
It was good to talk to you again. Thanks for your help.
Sinc el
ep A. Hamill
cc: Jenna Christianson, Orrick, Herrington& Sutcliffe
California Statewide Communities 1470 Maria Lane, Suite 400
Development Authority Walnut Creek, California 94596
800.635.3993 510.933.9229 Fax 510.933.8457
ERRICY, HERRINGTON
SUTCLIFFE LLP
November 27, 1946
Direct DW
(916) 329-7980
VIA FACSPAUX (510) +646-4098
Mr. Phil Batchelor
County Administrator
Contra Costa County
651 Pint Street, 11th Floor
Martinez, CA 94553
Re: California Statewide Communities Development Authority/Section
5a1(W) Cfrgan nation Financings
Dear Mr. Batchelor:
At Steve HamilI's request, I have set forth below a brief summary of the basis for
the power of California Statewide Communities Development Authority ("CSCDA') to
accomplish Section 501(c)(3) organization financings as well as the action required to be
undertaken by a city, county or city and county member (i.e., the "Program Participant") of
CSCDA in order for such financings to proceed. These Section 501.(c)(3) organi2ation
finimclA s an structured so that neither CSCDA nor the relevant city, county or city and
county member thereof has pecuniary liability therefor.
1. The authority of CSCDA to act as issuer with rec to Seeflon 501 d)OD
f5nancinaswas vali�tet by the CaLfarnia Surior Court.
Pursuant to the provisions of the Joint Powers Act, comprising Article 1, Article
2, and Article 3 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the
G vemnumt Code of the State of California (the "Act"), a number of California cities and
counties entered into a joint exercise of powers agreement (the "Agreement") pursuant to which
CSCDA was organized.
CSCDA is authorind by its Agreement to issue bonds, notes, or other evidences
of indebtedness, or certificates of participation in leases or other agreements in order to promote
economic development. CSCDA is also authorized, by a resolution adopted March 21, 1991,
400 Caplyol Mall r Sidle 3000 • Sacramrnw,CaUlotn&9501+4QI
7dephnne 915 447 9300 ■ Fateimiie 915 329 4900
Las.iWks • New York a San Fmcism - silica"Yal&y r Se afore • Washington,D.C.
set-118019.1
12RICK,HERF1NGTON
fit'SUTCLIFFE LLP
Mr. Phil Batchelor
November 27, 199+6
Pap 2
to issue bonds, notes, or tither evidences of indebtedness, or certificates of participation in leases
or other agreements, to finance or refinance health dare facilities owned and operated by
organizations described in Section 501(c)(3)of the Internal Revenue Code of 1986 (the "Code")
and which are determined by CSCDA to satisfy the criteria set forth in such resolution. In
1491,the California.Superior Court entered a judgment validating such resolution(and therefore)
CSCDA's authority to act as an issuer in Section 501(c)(3) financings).
CSCDA is a joint powers agency, which in+essenoe, is a "joint venture" between
the:Lague of California Cities and the County Supeeavisors Association of California. Currently
one hundred forty-seven cities and forty-four counties belong to CSCDA. Basically, Mh city
or county belonging to CSCDA is "delegating" to CSCDA the authority of that city or county
to participate in a tax-exempt financing to bewit Section 501(c)(3) organizations. In turn,
CSCDA evaluates the creditworthiness (and in most cases the credit support provided to secure
the indebtedness) of the 501(c)(3) organizations, conducts a public benefit due diligence and
otherwise performs the requisite administrative tasks (which can be numerous in 501(c)(3)
financing) for the financing.
CSCDA has become an experienced issuer with respect to 501(c)(3)organization
financings. The,organizations nizations utilizing CSCDA as in issuer include AIDS Frcject-Las Angeles,
YMCA of Metropolitan Los Angeles, Catholic Healthcare best, Sutter Health, Cedars-Sinai
Medical Cana, tlniHealth. America, United Western Medical Centers, Salk Research Institute
and the Getty Muw,uri.
2. The 501(Q)(33) financing t�h. ,und en y ,CT)A must 1�e 42=94
bX the g rrdng body of the relevant Frczgram Pa6!:i_9 nt,
pursuant to GSCDA's joint powers agreement, CSCDA will not approve a
financing unless the governing body of the Program Participant(Le_-,the member pity or county)
in whose jurisdiction the project is located (or to be located) approves the project and the
finmcing therefor.
Furthermore, Section 147(f) of the Code requires that the proposed financing be
approved by a governmental unit having jurisdiction over the area in which,auny facility is to be
financed is located. A financing will be treated as having been approved by a,governmental unit
8Ct-!l8019.i
RRICK,HERRINGTON
& SUTCLIFFE LLF
11+i'r. Phil Batchelor
November 27, 1996
Page 3
if such issue is approved "by the applicable elected representative of such governmental unit
after a public hearing following reasonable public notice."
The foregoing will be deemed satisfied if the governing body of the Program
Participant holds a public hearing (upon at least 14 days prior written notice) and approves the
financing to be undertaken through CSCDA. Apin, although the Program Participant would
be approving the financing fof the purposes of federal tax law and the CSCDA joint powers
agreement, the Program participant would not have a pecuniary liability therefor.
If you have any questions regarding the foregoing or need further information,
please do not hesitate to call. me.
Very truly yours,
Vir ' M. Christianson
VMC/as
cc: Steve Hamill
Connie Le Louis
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