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HomeMy WebLinkAboutcc min 1986/09/04 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA Thursday, September 4, 1986 Council Chambers 8:40 p.m. Public Services Building ROLL CALL Present: Mayor Cox; Councilmembers Campbell, McCandliss, Malcolm, Moore Absent: None Staff Present: City Manager Goss, Deputy City Manager Morris, City Attorney Harron, Director of Finance Christopher 1. RESOLUTION 12704 APPROVING THE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND SCRIPPS MEMORIAL HOSPITAL FOR SALE OF THE CITY'S REVERSIONARY RIGHT AND AUTHORIZING THE MAYOR TO SIGN THE AGREEMENT ON BEHALF OF THE CITY IN SUBSTANTIALLY THE FORM OF THE SALES AGREEMENT WITH SUCH CHANGE THERETO AS THE ~YOR WITH THE ADVICE OF THE CITY ATTORNEY ~Y REQUIRE OR APPROVE SUCH APPROVAL TO ~E CONCLUSIVELY EVIDENCED BY THE EXECUTION AND DELIVERY THEREOF Councilman Campbell excused himself from participating in discussion or voting on this matter due to a possible conflict of interest because of his connection with Community Hospital. City Manager Goss stated a great deal of activity has been going on in the last few days regarding foll ow-up to Council action taken Thursday, August 28, 1986, to approve in concept the proposal that was offered between the City and Scripps. Since that meeting, the legal staff of Scripps prepared a proposed agreement which has been reviewed by the City's legal consultant. The most recent copy of the agreement with modifications underlined in red was brought to the attention of the Council. City Manager Goss also stated a letter from Miller & Schroeder Financial had been received in which Miller & Schroeder agrees to provide financial consul ting or investment banking services to the City for its next tax-exempt bond financing and to contribute to the City its financial consultant fee or management fee if Miller & Schroeder acts as Underwriter. Councilman Malcolm asked the City Manager to go through the changes that were made from the original agreement. City Manager Goss read through all of the underlined changes in the agreement. When referring to the change in Section 8.3, Profit Participation on Sale, Mayor Cox asked what the effect of the change is. City Manager Goss responded to the extent that cash is received for the City's reversionary interest and there is a sale, that cash will be deducted from the 10%. This was part of the approved concept but had been inadvertently omitted from the agreement. City Manager Goss also pointed out that a new section on Legal Expenses had been added. City Council -2- September 4, 1986 Councilwoman McCandliss questioned Section 8.1, No Planned Sale. City Manager Goss responded that this section has been expanded. It is not brand new in terms of being added to the original document. Councilwoman McCandliss wanted to be sure the Council was aware of all the changes from the agreement discussed on Thursday, August 28, which would include the Intent to Buy, Intent Not to Sell, Community Advisory Board, and the other points that have been highlighted. City Manager Goss commented the Scripps attorney did a good job in reflecting the intent of what was discussed at the Thursday, August 28, meeting. The changes that have been made since then have basically expanded and broadened the City's ability to use services. Mayor Cox asked the representatives of Scripps if this document is the one the board has taken action on or approved in concept. Albert C. Moore, counsel for Scripps, stated the board has not acted on this specific agreement. This agreement is within the bounds of the resolution the board adopted at their last meeting so Mr. Moore feels that this is the position of Scripps. Mayor Cox asked Mr. Moore if there are any other issues that may or may not relate to the City of Chula Vista that could impact the sale of the hospital? Mr. Moore feels confident there will be no deal points that will prevent the sale. The Scripps Board has not yet determined whether or not to exercise the option. This work is done preliminarily to that decision which will be made next Thursday. Councilman Malcolm asked Ruth Blank of Bay Hospital if she was happy with the transaction. Ms. Blank responded she is happy with the transaction for the hospital and personally. She feels it benefits not only the hospital, the employees, and the patients, but the community as well. City Manager Goss brought a clause in the resolution to the attention of the Council. "BE IT FURTHER RESOLVED that the Mayor is hereby authorized for and on behalf of the City to enter into an agreement with Scripps l~emorial Hospital in substantially the form as the Sales Agreement with such changes thereto as the Mayor, with the advice of the City Attorney, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof". City Manager Goss stated this is not a usual provision and thought it should be called to the attention of the Council. Mr. Goss further stated to the extent there are minor changes that may be necessary based on the advice of bond counsel or other counsel, there would be some flexibility in making minor changes that do not otherwise modify the content of the sale agreement. RESOLUTION OFFERED BY MAYOR COX, the reading of the text was waived by unanimous consent, passed and approved unanimously. (Councilman Campbell abstaining.) 2. ORAL COMMUNICATIONS None City Council -3- September 4, 1986 -. 3. REPORT OF THE CITY I,~NAGER Cit~ Manager Goss requested a Closed Session to discuss Meet and Confer items. Mayor Cox moved for a Closed Session to Meet and Confer to be held following adjournment. The motion passed (3-0; Councilman Nalcolm and Councilman Campbell were not present for the vote). City Manager Goss requested a report regarding traffic problems on Naples Street between Third Avenue and Hilltop Drive be postponed to the first meeting of October. MSUC (Cox/McCandliss) the report regarding traffic problems on Naples Street between Third Avenue and Hilltop Drive be postponed to the first meeting in October. (Councilman Malcolm not present for the vote). 4. ~YOR'S REPORT Mayor Cox handed out a packet of information concerning the City Council Tour starting Saturday, September 6, at 8:00 a.m. 5. COUNCIL COMMENTS Councilwoman McCandliss commented her desire for the Council to visit the -. "Country Fair" at the historical homes on Second Avenue being presented by the 75th Anniversary Committee on Saturday, September 6. ADJOURNMENT AT 9:U5 to Closed Session to Meet and Confer. From Closed Session to the Council City Tour on Saturday, September 6, 1986 at 8:00 a.m. and the special meeting on Wednesday, September 10, 1986, at 4:00 p.m. JENNIE M. FULASZ, CMC CITY CLERK ~-} ~.~u B~: Sandra Chase, Recording Secretary WPC 2493H