HomeMy WebLinkAboutReso 1989-14056 RESOLUTION NO. 14056
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING ACQUISITION AGREEMENT REGARDING THE
CITY'S REVERSIONART INTEREST BETWEEN THE CITY OF CHULA
VISTA, CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY
AND COMMUNITY HOSPITAL OF CHULA VISTA, AND AUTHORIZING
THE MAYOR TO EXECUTE SAID AGREEMENT
The City Council of the City of Chula Vista does hereby
resolve as follows:
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Chula Vista that that certain Acquisition Agreement
regarding the City's reversionary interest between THE CITY OF
CHULA VISTA, a municipal corporation, CALIFORNIA HEALTH
FACILITIES FINANCING AUTHORITY and COMMUNITY HOSPITAL OF CHULA
VISTA, dated as of May 1, 1989, a copy of which is attached
hereto and incorporated herein, the same as though fully set
forth herein be, and the same is hereby approved.~
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista be, and he is hereby authorized and directed to
execute said agreement for and on behalf of the City of Chula
Vista.
Presented by Approved as to form by
Manager k~j~omas I~rron, City Attorney
5594a
NOTE: Acquisition Agreement was not
received from Community Hospital
of Chula Vista, attached is an
executed copy. 11/14/89
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
ChdLA VISTA, CALIFORNIA, this 25th day of April .....
19 I}9 . by the following vote. to--wit:
AYES: Councilmembers HcCandl~_ss, Nader, Cox, Malcolm, ~oo~e
NAYES: Counci 1 members
ABSTAIN: Councilmembers
ABSENT: Counci linetubers ~one
Of the C Chula Vista
~ ' City ~/erk'
S,. ., E OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss.
CITY OF CHULA VISTA )
I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California.
DO HEREBY CERTIFY thor the above ond foregoing is 0 full, true ond correct copy of
RESOLUTION N0. 14056 ,ond fhot the some has not been omendad or repealed.
DATED.
City Clerk
CC-660 _
Doted
3966Jl-l?Z?ld .
ACQUISITION AGREEMENT
BY AND BETWEEN
CITY OF CHULA VISTA,
COMMUNITY HOSPITAL OF CHULA VISTA
AND
CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY
DATED AS OF MAY 1, 1989
~]g~[~eo,uoo,,,**,ououu,,oo**u,ooo,ouoo,,uoouuuoooo,ou
Pteemblel.********************************************
Section I - Aequleltlollol h~lll~les.................
Section I - Acquisition Ytl~e.........................
lociion 2 - Iorvloem ~ortton of ad~ulmltlon Pried.....
Section 4 - Covenants of CmamunityNompltel***********
leelion S - gffoctivo Dete..**....****.******.**.***..
hctiou 6 - I:nforcement*******.***********************
Section ~ - Coyotelug Lm,...........................,.
Section 8 - couatorpertm**e**ooeeo.e*****.**********o.
Section 9 - kve.billty******************************
Section 10 -Amendmentl...........,....................
Section 1~ - Successore end A~eiWna....................
Section lJ -Covenant hurting elth the Lend******'******
Section 13 - ,ayemet of Costs..........................
Section 14 - Attorney's Foes...........................
TII:I ~IIZTZOO AORBINBNT, node and ontored into
or the first day of leaF, lilts by end lateran the CZlkf OF
CrdLA iSTAo · sunSetpal car ration dul or elisad end
existl~ enJoy the Ins Of tl~ Irate of ~sil~ornis (the
lnstrusentslity of the State of California (the
'Authority*) end C011eNITY JIOI~ZTAL (W CIrJLA VISTA, l
nonprofit publie lanefit car ration duly or suited sad
exists under the lees of t~e State of California ('Comeunity
liesplianT') S
MITBIIIBRTHt
mlAI. Coastunity seepSial has preySansi issued
its He pitel Facility First Bertgage Jando (the °Pr~or
Iondee), doted as of June l, 197t, resent to on Indenture of
Itortga:e sad Deed of Trust (the °Pr~or Indenture* , dated as
of June 1, 1978, by and lateeel Causality lospitsl and lankera
Trust Coalmar of Colliemime l.&.e es successor Trusteel
ma2IAS, Imrnsnt to the term of the Prior
Indenture, the tit hoe the o lion to acquire title to the
health facilities ~the eloslt~ Patill tee') · Camunity
t f
leapStel alan paytent of on option prl~e equal to the assnut
necessary to dolesee the prior Jaudsl
maxlAx, the Authority has BulbsFixed the Issuance
of its leapttel novel · Bonds (lea Diego leapSial u
Assoc. istion), Series ItlDA, In the aggregate principal amount
of forty-seven million five hundred one thousand ninety
folioell the oxercc~ase of the Clty*a · elan, to refineace
certain ~ndebtodnoss of Codaally Hospital and to finance
certain isproveeento and additions to the lieslib Pscilltiosl
tmzazkl, the City bee dotemined to soil the Health
Facilities to the Autborityl end
NK!XZAS, the Authority hoe dotemined to Impchase
ouch facilities from tla City and lasso such facilities to
CoxmuSty Hospital pursuant to the base Agreement (the 'base
Agreemate), dated as of May 1, lilt. by sad Hatwean the
Authority and Casualty Jlosp t
$0e, ~!ZSXZ~tZ, in consideration of the praises
of the mutual agreemats sad covenants contained borein and
for other good and valuable consideration, the parties berets
horoJTl ogre as foilms
faction l. . The City
interest ofahthe CatI in end to the Health tsc[litieo,~as met
forth in h tbit A [·rote. The City shall execute end deliver
e quit clot deed conveying title to the reel traperr:
of the Health Facilities end a bill of sale eo eyingft[°eftl°n nv
per·anal traparty portion of the Health Facilities to the
Authority on the dote of issuance of the Bonds (the °Issuance
Dote* ).
Section l. e~~~ In consideration of
the perchase by the lth helliris· from
Authority
the City, the bore ogrees to pay · purchase ~rico
equal to the foliovine; ·
(e) 88,JBS,lel.lJ on the Issuance Date, uhich shall
be used by the tit to exorcise its option to
the Health ,scllit~es free Camunity Hospital purchase
pursuant to
the ,tier Indenture end ·hall be deposited in the Escrow
hod created per·user to the Bootee A feesant, dated
of May l, lest, by and between CamnaTty Hospital and
SHakers Trust Caseany of California, H.A. I
(b) llll,lll.6l on the IssuanCe Date, $166,666.66
on the first anniversary of the Issuance Date, and
1166,666.67 on the second anniversary of the Issuance
Date, oil of which is to be aid ·aleIF from puymnt· to
be mde by Camunity HempLisT pursuant to the Lease -
AV resent;
(c) 81,000,000 Jn services to be ~rovided by
Coemmnlty Hospital, 91 described in Section
The obligation of Coamauity Hospital to sake the ps at· of
money and service· ·pacified ·bdvo, and the obligetrasH of the
Authority to foryard such symnt· to the City u on receipt as
paymot of the purchase ,rTce of t · Health Facilities, is h
absolute and unconditional and shall not be subject to any
right Of off·el against the City or terminate upon any brooch
of the bile Agreemet or other tealnation of ~he bale
Agreemat or he Subject tO any right of abatement under the
base Agreement, The City is hereby given the right to
enforce directly against Coomortify Hospital thepa nt of the
musts end the furnishing of the services 88 epec f~neled in this
Ag&oemnt.
(a) As 8 paysent of rent ty
Hospital shall establish · °lervicel Account" for the benefit
of the City, whiCh ·boll be initially credited vitb one
million dollsrs (ll,000,000). As services ere rendered as
described below, Coaeuunity nospitsl will debit the Services
Account with the cherg$ for the service. CeaseHilT See its1
wilt ~rovtd$ the City with $n $nnuei eretenonS of $ctiv~t
within the Services A~:ount, w~lch $t$teuent $h$11 be $ub~o~t
to vertfic$tton the City durin roguler tm$in$$t hours of
Comaunity Ho$piteb~*$ chief ~iuencToZ of h
fl~or upon t roe dote*
notice to Comaunity Hoepits1. CoemunJt Hoepits1 will $15o
Frovide informSfen to the Cit ~oncern[ng scalylay in the
Se..Scoa Account more frequently then $nnueZly upon the
request of the City.
(b) On 05ch snniver$$ry of the X$$ueu~s Dote,
Commnity Hoepits1 $h$11 credit the Services A~ount with $n
$$1d on ireTesTy dote time (l)
Account $$ of the n ·
the percentego lacrosse free the Smmdl$tely pro~eding
$nniver$$ry of the issuerice Dote in the Consmr ~ric$ index
for el1 urben censors for the S$n Diego ores. .
(c) Services to be Troyideal by Coatsunity Hoepits1
shell SuitSsliT include those set forth In hhibit S $tt$chod
berets. Commnity Swepttel end the City ogres th$t the tYPe
further $gr00 to m otisto in sod
f$1th free t~s~ to time $t the request of s~ther the
cTtr or
Hoepits1 to odd $0rvlco$ to, or modif services on,
Commnity end to dotemine the $mount to be debTted to the
Zzhibtt S
Servecos Account for such services. -
(d) The Services A~ount $h$11 be debtted when
services $r0 rendered in $n oresant s us1 to (l) the oneant
sheen on the then-current published ~00 schedule of the
Community Hospital s$ its chefgee for the provision of such
services. (2) if charges for such services $r0 not listed on
such foe schedule, the eranut cusSessTilT cherged by Coau~nity
Noepit$l to potions other than the City for such services, or
(3) if charges for such servecos $r0 not listed on such foe
schedule end each services $r0 not provided to persons other
then the City. the cost to Coamunity Hoepit$l to provide such
services. The mnount of the debit for each service $h$11 be
doteruined t~ Coamunity Hoepits1 end $ppro.ved ~ the City in
edvence of the service being rendered.
(0) Unless $n extension is agreed ::slb~ CornmuSty
Boepitel end the City. the Services Account termSnote
upon the serlJer of (1) the date upon which there is · $$ro
bolerico in the Services Account end (2) the tenth $nniver$$xy
of the issuerice Dote. If · balerice Tomins in the Services
Account upon the tomSnotion of the Services Account.
Cossmutty floe Itsl shell s to the City in cash fifty percent
(S0%) of the ~alence rossTn~ng in the Services Aocoudt on such
date.
i Section 4. c~~ In
cons darelion of the · the
Health Facilities to the Authority, and the lease by the
Authority floepit I agrees to comply with the followFag
of the Health Facilities to Co~mmntty floe itel,
Commaunity a
covertante from the laauance Date to deanery 1, J006 (unless
such cmsplian~o i· waived by the Clty)t
..',o
(b) Use of h~ewss Revenues. Cashunity Hospital
shell use all revertwee in excess of mE news generated '
from the operation of the Health FoeliVeries to operate
sad enhance services mud facilities st the Health
Facilities or ·t other IHations in theeit of Chul·
Viatel provided, bowever that notbin in tile rubsection'
shall (l) Frovent Camsunit Hospital trampsyAh for
services provided by sffilTsted argentsoftens, ~ncluding
Ion Di · Has ltsl Association ("SPlit'), s California '
nonprof°~t pub[to benefit corporation, end its siftlieges,
(a) limit the ability of Comeunit Has ttsl to repay tmns -
fide loans made to C o ass unit HospTtsl ~SDHA (or any of
its affiliates), or (3) li&~t in say May the sbiltt of
Casesunity Neap/tel tomeke payments on obligation· Icewed
under that cart·in master Indenture of Trust, doted as of
dune l, letS, hetmn IDHA, SharpHe m offal Hospital, ·
California nonprofit blic hensfit corporation, and Home
Fed Trust, ms meager ~rustee, or on other obligations or
indebtedness Jointly guaranteed by Communit Hospital end
SDHA (or any of its offaltotes), Annually In connection
· with the preparation of its audited financial statements,
Conunity Hospital shell file MAth the City s report of
Its independent public ·cooanimate to the effect that
Conunity Hospital bee complied with this covenant for
the tadlate preceding per,
(S0%) of the mrs of its seerd of Directors to be
fesid~.nts of the City or persons with their principal
place of tmsieess in the City.
(d) ~~ Coatsunity Hospital shall
soLutein r care st the Health rlcllitiea.
all of lie interests
Hospital shell Be notify
forth the price end the terms end conditions of the
propsued ·ale end the mass of the pro mad porches·r.
Tat City ·hell hove the right and optS°on for thirty
O
de. after delive of ·uch n~tice to elect to purchase
the Health YecllitrTes under the memo terse end conditions
end for the same consideration as ·pacified for the
propose sale. The City ·hell deliver vritteu notice to
Cosmania Nee ltel of it· oleoties to exercise its right
viable t~e th[rt (J0) day fled. If the City does not
exercise its rights under t~s subsection, Columntry
Hoe ltel shell have the right to sell the Health
hoTlilies to the props nd buyer, but onl for the .
l
consideration end under the terms end co~ltions
contained in the sotice to the City, or for other
consideration end under other tom ·ud conditions
more favorable to Coasmnitygospitel. Hotwithstanding
· n~thing in this subsection to the contrary, the City*s
rights under this subsection shell not ·rise in any of
abe foilsuing circumstancest
(l) the transfer upon foreclosure or s mortgage
or deed of trust or the transfer to o mortgage· or
bsneficieryof each mortgage or deed or trust in
lieu of foreclosure/
(1) the transfer by · mortgagee or bsnsriciery
;~c~l~t~:: to its acquisition of the Health
in soBerdance uith cl use (1) shovel or
(3) the transfer IF/Community Hospital to s
general or limited partnership of ehich Community
Hospital is · Penoral partner provided that
(i) Cosmania Hospital retains at least e teenay
percent (10~ interest in such pertnsrmhip end
(iS) such partnership egress in vritin lobs bound
by ell of the covenants, conditions an~ restrictions
in this Section 4.
(f)
. eases for ·
floes (IS) .ere or sots, or transfers by
merger ell or substantially oil of its right, title end
interest in and to ell or substantially all of the assets
of Community llospitel. including the Health Facilities,
to on unrelated third petty, Coastdeity Hospital shsll pay
to the City ten percent (10%) of the net profit 'of ths
sale, Bet refit being defined es the net promde of the
erie less ~eproclsted book value of said assets
reflected on Coastunity Uospltal*s books and records,
(g)
~incer ration and/or bylaws to provide for
be · transfer or sale e~er this section,
Section J. , This &grosset shall be
O
by the
City, (J) the mcquimitlon of title to the Nemith nullities by
the Authority, end (4) the lambs of the Neelib Yacllitimm to
Coosmalay Wompitml, All much eveeta ohmIX be deed to occur
simultaneously. '
· An oction my be brought
Section 6, ~zeeuelzlLfJeene~d~nP~nrectly egolest any other
r
by any pa ty to t
part iu the event of breach of any provilion hsreof,
Authority under the base Aerial for t~e putpoles of uking
lack of rforu~nce of Comaunity ItospTtal of its obligeliana
under thfi Agreemet,
n
St·re of California·
kction 8, ~.V~a121Lt/, This Agromnt may be
fleckted in several counterparts, each of vhich shall be an
original and ill of uhich shall constitute one lestrant,
of competent Jurisdiction, such holding shall not~TnvaTldste
or render unenforceoble say other provision hereof,
Section *l only
Branded, changed, if
c~nsent of the parties beretof provided, hanover, that the
efritten consent of the Authority shell not be required to
sand the provl·ion8 of Section 3 or 4 hereof.
nt'enmt eUz~.
first mot forth
-,, ,.
':~TMXA ~U ~ L In '
z zt ,~.
.~ . :-., - .
_ ,,; ,,- 0, .
.
,.
.~:
. . , ~7.
~ /d~
I;l V111118.~, the patties heTetO have encute4~ I .~.,
this Agreement Ill their
end leaf litst set forth
,, CZl'f OP CleUZ~ vzrrA
d
Nayor
ATTtR:
Clt), Clerk City ttofne),
CALZFOIUfIA IttkLTn rJkCll, tTZZ8
IIIAICIM AUTIIOItlTI ,,. ,
ly Vhe~ut'~W.' Rayel" ' ' . .
Chatman .. .,'
put),. ,
COmUnZTY eosrzT^L or cmn,& vzrrA. '
ATTEST: ,
l
~1~ ~fltl htetH ~,l~e~ ~
ci~ twsrd tM ~lo~t of loath ~atro~l for.t~ .,,.-'-'
n ~bstsntlel,eevi~8 JR mtosl~no8 to
t~tr ~te, aM such ,libretto of t~ City 40
~iftd ~ t~ Ci~ in ~~tu with
~nttF ~spttel to ~mt~ 8, ~stttnler owlJut '., "'. ., ' .""~
8. ~klq eelstiM
b. miWkt' ~ntnZ
d. baft-belt~
e, It~m8 Begant '
f' AlmSares ;rt er.p ~,~. .'~
g. ArCrills . ..
b. bert disease .
t
e. ~aesteul 8cm~iug
. b. Diaries .Somatag (bl~ 91~e)
, .;(
S?Z?h
umum~