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CC – Item 3B – Staff Report – Res. 98-07 – Approving the Executive and Delivery of Health Care Certificates of Participation by the San Bernardino Ass. Communities E M.. � F 69 ` *re stat feport TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: FRANK G. TRIPEPI, CITY MANAGER : I DATE: MARCH 13, 1998 RE: RESOLUTION NO. 98-07 APPROVING THE EXECUTION AND DELIVERY OF HEALTH CARE CERTIFICATES OF PARTICIPATION BY THE SAN BERNARDINO ASSOCIATED COMMUNITIES FINANCING AUTHORITY TO BENEFIT INGLESIDE HOSPITAL AND RELATED FACILITIES Attached for your consideration is Resolution No. 98-07 approving the execution and delivery of health care certificates of participation by the San Bernardino Associated Communities Financing Authority to benefit Ingleside Hospital and related facilities. These certificates are tax-exempt and they need the approval of the City of Rosemead prior to selling them. As indicated in the February 20, 1998 Council Memorandum, a Public Hearing was held on March 4, 1998 at 11:00 a.m. in the City Hall Conference Room. Attending were the City Clerk, the Assistant City Manager, and Joel Boehm, representing the Bond Counsel, Sabo & Green. No one spoke on the item. f, , ,t_*( Also attached are the Notice of Public Hearing, the minutes the Hearing, an Executive Summary of the financing, and a copy of the Council Me randum dated February 20, 1998. It should be noted that the February 20, 1998 Memora um includes a memo from the City Attorney's Office stating that approval of the financin makesthe project a City project nor obligate the City with respect to repayment of the debt. RECOMMENDATION It is recommended that the City Council approve Resolution No. 98-07 Approving the Execution and Delivery of Health Care Certificates of Participation by the San Bernardino Associated Communities Financing Authority. COUNCIL. AGENDA MAR 2 41998 ITEM No. 77 ..e. �_ J RESOLUTION NO. 98-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD APPROVING THE EXECUTION AND DELIVERY OF HEALTH CARE CERTIFICATES OF PARTICIPATION BY THE SAN BERNARDINO ASSOCIATED COMMUNITIES FINANCING AUTHORITY TO BENEFIT INGLESIDE HOSPITAL AND RELATED FACILITIES WHEREAS, American Institute for Health Care Centers, Inc., a California non-profit 501 (c)(3) corporation (the "Corporation"), has requested that the San Bernardino Associated Communities Financing Authority("SANBAC") cause to be executed and delivered tax-exempt and taxable certificates of participation in an aggregate principal amount not to exceed $50,000,000 (the "Certificates") for the purpose of financing the acquisition of Cigna Hospital, 1711 West Temple Street, Los Angeles, California and Ingleside Hospital, 7500 E. Hellman Avenue, Rosemead, California (collectively, the "Facilities"); and WHEREAS,pursuant to Section 147(0 of the Internal Revenue Code of 1986, as amended (the "Code") the financing described above and the execution and delivery of the Certificates must be approved by the City of Rosemead (the "City") because one of the Facilities is located within the territorial limits of the City; and WHEREAS, the City Council is the elected legislative body of the City and is one of the applicable elected representatives required to approve the financing of the Facility and the issuance of the Certificates under Section 147(0 of the Code; and WHEREAS, SANBAC and the Corporation has requested that the City Council approve the financing of the facilities and the execution and delivery of the Certificates in order to satisfy the public approval requirement of 147(0 of the Code; and WHEREAS, pursuant to Section 147(0 of the Code, a duly authorized representative of the City Council has, following notice duly given, held a public hearing regarding the financing of the Facilities and the execution and delivery of the Certificates. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. Pursuant to Section 147(0 of the Code, public hearing regarding the financing of the Facilities and the execution and delivery of the Certificates was held. The City Council hereby approves the financing described above and the execution and delivery of the Certificates by SANBAC and the operation of SANBAC within the City to provide financing for the Corporation. -1- It is the purpose and intent of the City Council that this Resolution constitutes approval of the financing of the Facilities and the execution and delivery of the Certificates for the purposes of Section 147(f)of the Code by the applicable elected representatives of the governmental unit having jurisdiction over the area in which the Facilities are and will be located, in accordance with said Section 147(0. 2. The officers of the City are hereby authorized and directed,jointly 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, given effect to and comply with the terms and intent of this esolution and the financing transaction approved hereby. 3. City approval pursuant to Section 147(0 of the Code pursuant to this Resolution shall not constitute approval for other City regulatory or other requirements, such as building permits. 4. This Resolution shall take effect immediately upon its passage. MAYOR Attest: City Clerk I, Nancy Valderrama, City Clerk of the City of Rosemead, hereby certify that the foregoing Resolution No. 98-07 was duly adopted by the City Council of the City of Rosemead at a regular meeting thereof; held on March 24, 1998, by the following vote of the Council: AYES: NOES: ABSENT: ABSTAIN: CITY CLERK -2- (Space below for use of County Clerk only) • SAN GABRIEL VALLEY TRIBUNE affiliated with SGV Newspaper Group 1210 N. Azusa Canyon Road West Covina, CA 91790 PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA Proof of Publication of NOTICE OFPUBLIIC HEARING County of Los Angeles NOTICE 15'HEREBy GIVENit w ai 11 W AM:on Wednesday/March-Cl/9E at 8838 E.- Valley Boulevard City Hall Conference Room: I am a citizen of the United States, and a resident Rosemead/California t 19770Athet City;of- Rof the county aforesaid; am over the age of "Public ad willl'�uct a'publiicrhearing.(the. v9.-asieaulred by Sectioe147(f)= eighteen years, and not a party to or interested in of the Internal Revenue Cotleof 1998;asamepded, (the Code:77Eo_disegicbaprovali and. the above-enticed matter. I am the principal clerk of authorisation onheehho' AArnerlarOarro pio�lif` the printer of SAN GABRIEL VALLEY TRIBUNE, a 501100)corporation corporation!theittorperatiand)of Me' newspaper of general circulation which has been execution and dellveryfaEgail"=Bernardino- Associated CommOnMes Financinyg Authority' adjudicated as a newspaper of genera! circulation Health Care Cercin vies of pvrtigpofion,tthe Certificates') for the financing of certain � by the Superior Court of the County of Los facilities asdescri befow3N ':eroleCts7:q" Angeles, State of California, on the date of PROJET:5.The„ace u(sit sink Ann' September 10, 1957, Case Number 684891. The CorsoratigioftMasu ape en I Me CIgna,H of notice, of which the annexed is a true printed copy, hospital fac o4cal )1 Wer' has been published in each regular and entired issue Tempte,5 P 9 and le.Z5 files geYHoinila a wcutlat • ritear of said newspaper and not in any supplement • psrcryiairic RospifaU(pcyeH 590 Hellmoo „,„ �orne- thereof on the following dates, to wit: -s._...1.�- —Y • AMOUNT.':Tlq 1 orx amount of- it flh5eCefl1I•fainteswlll °teS ed 000,000" The ROificate%stall` i ft security as: prode ! the Prolects doument:Neltsethgfaih( pandrovided critnor.thelax ing po eller he CItyirf Ros aetld;(thege itym p c.safl ernardIty of. 2/16/98 - Asse gad (ommunit ).anancIng- litho, ty (t a Au1 orlIv he sf.Ft,f Col Autq (the. (rhe A) o pny9o..tt¢ polftt aitcorrpoiatrthe:. State ) or oag ncy Ofdhe Sia�rorpomel9a't penalty perjury iubtliymenonahe Mfhesptemlo VifcinVA I declare under enol ofthat the theuaymentamep nitatetglremlum;dony,? foregoing is true and correct. the Interest hiAt e'St liana sholripe City- cog outhor �ehesfoh ora affIrStlitcorpoebe" liable r,obligatyed 10 pa a$he principal: f,. liable sir oENpptedlaj-este theCectipal es: premium if any-,or Ince on Ce 1t ten it :The Pobllc He an n� toeamply with if the_R¢a rovalncer meM Sepionls)(f)' Executed at West Covina, LA Co. California m fhe Catle y tii °� fia+ri,.. t s 6 .:y of FEBRUARY , i g 98 ;Those w hng�to mmerR.on jhe �/ tiecuhure a cin;oLTYeFro4eds rr y / the nature nd delivery locution M the3mleces or on eitherappeae aersm :he 'otthedublicanwsir, signature tic/ submit wnttencommenh textile addreseebownr below which rpust be recelved'orlo fo The: hearing a City of Rosemeatl r ytt,sv,{'LL- Attn Frank Triouleva T y 1 Ras E Volley Boulevard Rosemead Californla91770 .I �, Dated Febrwry1R 1998 v#y+ - Publi8iyFebrury_16] ...�.`�;;4q ti San Gabriel Valley Tribune At 1185. MINUTES OF THE PUBLIC HEARING MARCH 4, 1998 The Public Hearing was called to order by City Clerk Nancy Valderrama at 11:00 a.m. in the Council Chambers of the City Hall, 8838 E. Valley Boulevard, Rosemead, California. Present: Joel Boehm, Sabo & Green Don Wagner, Assistant City Manager Nancy Valderrama, City Clerk I. PUBLIC HEARING A. PUBLIC HEARING TO DISCUSS APPROVAL AND DELIVERY OF HEALTH CARE CERTIFICATES OF PARTICIPATION BY THE SAN BERNARDINO ASSOCIATED COMMUNITIES FINANCING AUTHORITY TO BENEFIT INGLESIDE HOSPITAL AND RELATED FACILITIES The public hearing was opened for any comments. There being no one wishing to speak, the public hearing was closed. II. ADJOURNMENT There being no further action to be taken at this time, the meeting was adjourned at 11:35 a.m. Respectfully submitted: APPROVED: rJ 1J d•Oa /i • City Clerk Assistan ,anager' MRR 11 '98 09:PORM SPED E. GREEN P.3 SABO & GREEN ATTORNEYS AT LAW A PROFESRIONAL CORPORATION LOS ANGELES OFRILL 201 NORTH E"STR3ET SUIT 206 COACHELLA VALLEY OFFICE 23801 CALABAEA,ROAD SAN BERNARDINO,CALIFORNIA 92401 Sur?'1015 (909)30]-937] 35-325 SUFI- Pn0 Daws CALABABAE,CALIFORNIA 91302 FAX(909)3R3-9378 SUITE 150 (B18)704.019$ CATHEDRAL 60)CITY,7 0-0873CALIFORNIA 92234 FAX(SIR)704-4729 (]60J 0)70-17 FAX(760)770-1724 EXECUTTVESIIM AARy C n r San Bernardino Associated Communities Financing Authority ("SANBAC") is proposing to have executed not to exceed $50 million of tax-exempt and taxable certificates of participation ("Certificates") for American Institute for Health Care Centers, Inc., a California non-profit 50l(c)(3) corporation ("Corporation") the proceeds to be used to acquire the Cigna Hospital, a closed general acute care hospital facility located at 1711 West Temple Street, Los Angeles, California and the Ingleside Hospital, an acute psychiatric hospital located at 7500 E. Hellman Avenue, Rosemead, California. The financing is necessary for the non-profit Corporation to reopen the closed Cigna Hospital and to renovate and equip both the closed Cigna Hospital and the Ingleside Hospital and to continue to provide low-cost quality care to the residents of the greater Los Angeles community. The Internal Revenue Code Section 1470 requires the local government agency having jurisdiction over the area in which the facilities are located conduct the required public hearing 1 MFR 11 '98 08:210M SRBO 8 GREEN regarding the proposed financing and requires the elected representatives of such governmental unit approve the financing. All debt indebtedness will be borne by the Corporation and neither the faith and credit nor the taxing powers of the City of Rosemead is pledged to the payment of the principal of, premium, if any, or interest on the Certificates nor shall the City of Rosemead be liable or obligated to pay the principal of, premium, if any, or interest on the Certificates. The Certificates shall be executed and delivered in fully registered form without coupons, expected to be dated May I, 1998 and bearing interest on May 1 and November 1 of each year commencing November 1, 1998. The Certificates shall mature on May 1 of each of the years from and including 1999 to and including 2028 in principal amounts as set forth in the Certificates, and will earn interest not to exceed the maximum interest rate permitted by law. The Corporation has selected the firm of Sabo & Green as Bond Counsel, Miller& Schroeder Financial, Inc. as Underwriter and Hinshaw&Culbertson as Underwriter's Counsel. Legal documents will consist primarily of a Trust Agreement, Installment Purchase Agreement and a Deed of Trust. The City of Los Angeles has also conducted a public hearing on March 6, 1998 and is approving the financing. 2 NPR 11 '99 09'21PM SPO & GREEN P.5 Ingleside Hospital Ingleside Hospital ("Ingleside"), formerly known as Hellman Hospital, is one of the oldest licensed psychiatric facilities in California, Ingleside is a 118 bed freestanding psychiatric hospital which serves the greater Los Angeles basin. The freestanding hospital provides services to adolescent and adult patients with mental illness related to schizophrenia, bipolar disorder (manic depression), major depression, and other psychiatric illnesses. Ingleside offers 24-hour inpatient hospitalization, outpatient services, and community support services. The inpatient hospitalization programs offer a locked unit that emphasizes rapid stabilization for individuals who are in immediate active crisis. An important fact to note is the Ingleside facility is restricted from serving adult MediCal patients between the ages of 21 and 64 due to the hospital's license status as a "freestanding psychiatric facility." Upon the culmination of the purchase of the two facilities (Cigna and Ingleside) and the consolidation of the licenses under an acute care license, the Ingleside facility will be able to serve this patient base which represents a significant portion of the Medical population receiving psychiatric care in Los Angeles County. The outpatient program consists of services for crisis intervention and a partial hospitalization program. Crisis intervention is a response to an emergency with the goal of stabilizing the individual. The partial hospital service is a highly structured, multi-disciplinary day treatment program designed to prevent individuals from decompensating and provides a platform for the patient 3 MRR 11 '99 09:21RM SRBO & GREEN p 6 to receive care in a less restrictive setting and maintain the freedom to live and function within the community. The program provides services related to medication management, stress and anger management, decision making and planning, and health and hygiene education. In addition to the inpatient and day programs, Ingleside provides and sponsors a series of support services designed to cover the continuum of needs for psychiatric patients. These services increase access to necessary care and, secondarily, provides the facility with a steady source of referral opportunities. TeleHealth, one of Ingleside's sponsored programs, maintains a 24-hour resource line answering questions related to mental illness, acts as a referral source for mental health services, and in many cases acts as a pre-screening service for patient care. This service generates a high rate of patients for Ingleside Hospital. The resource center currently receives approximately 5,000 calls per month, including approximately 3 to 4 percent of the calls or 150 to 200 calls representing a need for inpatient services per month. Ingleside also sponsors a community service that provides a series of educational, outreach, and networking programs and meetings for owners, operators, and employees of Adult Residential Care Facilities ("ARCF"). The programs and meetings feature educational topics on current issues in the industry. This service, managed by Chevallier's Psychiatric Medical Services, works with 50 to 60 ARCFs in the immediate area and a total of approximately 150 ARCFs in Los Angeles County. This group has the contract with the county for providing the continuing 4 MAR 11 '98 89:22AM SABO 8 GREEN educational units to ARCFs. Chevallier's Psychiatric Medical Services also acts as a 24 hour community resource center referring patients to medical and social services within the area. The program receives approximately 75 calls a day for referral services including 50 percent of the calls for placement to medical or psychiatric facilities (approximately 35 referrals per day). SDIM/0001/DOC/10 3/1098145 d 5 • r\L4 ;.Y°MRERIA 4 ific� ovfiacad rk MAYOR PRO TEM: COLS\ pc ROBERT W BRUES[H couecaMEMEERS: TTT 8838 E.VALLEY BOULEVARD • P.O. BOX 399 MARGARET CLARK 'FT ROSEMEAD.CALIFORNIA 91770 GARY A.TAYLOR TELEPHONE(818)288-6671 JOE vasous TELECOPIER 8183079218 COUNCIL MEMORANDUM FROM: CITY MANAGER DATE: FEBRUARY 20, ]998 RE: INGLESIDE HOSPITAL FINANCING The American Institute for Health Care Centers, Inc., a non-profit 50](c)(3) organization wants to purchase Ingleside Hospital. They are issuing tax-exempt bonds to finance the purchase of this facility and another one in the City of Los Angeles. In order to sell the bonds they need the approval of the City of Rosemead and the City of Los Angeles_ Attached is a memorandum from the City Attorney indicating that approval by the City does not make the project a City project or obligate the City with respect to repayment of the debt. The first step in the process is to schedule a Public Hearing in each of the cities. Subsequently a resolution approving the sale of the bonds must be adopted by each City Council. Rosemead's Public Hearing has been scheduled for 11:00 a _m. in the City Hall Conference Room on Wednesday, March 4, 1998. A Resolution will be placed on the Agenda for your consideration at the March 24, 1998 Council Meeting. Also attached are documents from the Bond Counsel, Sabo & Green, a sample resolution, and a copy of the Public Hearing notice. If you have any questions, please let me know. mneuinwlbds SENT BY: IS.ALLIN KRESS REISMAN ; 2- 5-98 : 7:50PM ; (3101 450-0506- 818 307 9218;# 1/ 1 • Wallin, Kress, Reisman & Kranitz Law Offices From the 2800 28th Street, Suite 315 fax Santa Monica, California 90405-6205 desk of Peter - (310) 450-9582 Wallin - Fax: (310)450-0506 memo to: Don Wagner fax#: Rosemead City Hall re: Ingleside Hospital date: February 5, 1998 pages: 1 The City of Rosemead has been asked to "approve" a bond issue the proceeds of which will be used in part to acquire Ingleside Hospital. The hospital will be acquired by American Institute for Health Care Centers, Inc. a non-profit 501(c)(3) organization. Approval by the City Council is required if tax exempt status is to be extended to the bond issue. The Internal Revenue Code pi-units tax-exemption for interest on bonds issued by hospitals, colleges, museums and other 501(c)(3) organizations. However, these "Qualified 501(c)(3) bonds" are treated as private activity bonds, and are thus subject to public hearing and approval requirements applicable to such bonds. IRC Section 145(a) provides that bonds come within this preferred category if at least 95% of the proceeds ere to be used in exempt activities of a 501(c)(3) organization. Any property provided by the bond proceeds must be owned for tax purposes by a 501(c)(3) organization or a governmental unit. Under IRC Section 147 (f), if the bond is not issued by or on behalf of a governmental unit the legislative body of the governmental unit having jurisdiction over the area in which the facility is located must approve the issue after a public hearing following reasonable public notice. - - - - This approval requirement enables the City to aid or refuse to aid the acquisition by allowing it to be financed with tax exempt bonds. Approval so given does not make the project a City project nor obligate the City with respect to repayment of the debt. • SABO & GREEN ATTORNEYS AT LAW A PROFESSIONAL CORPORATION Los ANGELES O377CE 201 NORTH..E..STREET COACHELLA VALLEY OFfi CE SUrlE 206 23801 Cu//RAGS ROAN SANBEarurowo,CAUFORNIA 92401 - 35-325 DATE PALM DRIVE SuITE 1015 (909)383-9373 - $TY, ALI 50 CALaea(818Cd.6019u 91302 FAX(909)383-9378 CATHEDRAL 3 92234 (B(8)8)70445 (]67)0)7-0813 FAX(818)704-4729 FAX(160)7]0-1]24 MEMORANDUM TO: Frank Tripepi City of Rosemead, City Manager FROM: Joel T. Boehm DATE: February 2, 1998 RE: Ingleside Hospital Financing As we discussed last week, San Bernardino Associated Communities Financing Authority, (SANBAC), has been asked by American Institute for Health Care Centers, Inc., a California non-profit 50I(c)(3) corporation, to have executed tax-exempt and taxable certificates of participation, (Certificates)the proceeds to be used to acquire the Cigna Hospital located within the boundaries of the City of Los Angeles and the Ingleside Hospital located within the boundaries of the City of Rosemead. I have attached a summary of what is being done along with a draft of a Notice of Public Hearing and a draft of the Resolution. If everything appears okay, would you please have the Notice published in a Rosemead newspaper or call me or Carol Tuchfarber and we will have the Notice published. The hearing date should be at least 14 days after the Notice is published in the paper. After the Notice is published and the public hearing date has passed, the City Council will need to adopt the Resolution. Please call if you have comments or questions. Thank you for your help. SDIM/0001/MEML3 2x2/98 1015 ct • SABO & GREEN ATTORNEYS AT LAW A PROFESSIONAL CORPORATION Los ANGELES OFFICE 201 NORTH"E"STREET COACHELLA VALLEY OFFICE SUITE 206 23801 Cal ABASAE ROAD SAA'BERNAROMo,CALIFORNIA 92401 - 35-325 DATE PALM DRIVE - - ` - - Suit 1015 - (909)383-9373 SurrE 150 CALABASAS,CALIFORNIA 91302 FAX(909)383-9378 CATHEDRAL CITY,CALIFORNIA 92234 (818)704-0195 (760)770-0873 FAX(818)704-4729 FAX(760)770-1724 February 2, 1998 Mr. Frank Tripepi City of Rosemead City Manager 8835 E. Valley Boulevard Rosemead, California 91770 Dear Mr. Tripepi, San Bernardino Associated Communities Financing Authority (SANBAC) is proposing to have executed not to exceed 845 million of tax-exempt and taxable certificates of participation (Certificates) for American Institute for Health Care Centers, Inc., a California non-profit 50](c)(3) corporation (Corporation) the proceeds to be used to acquire the Cigna Hospital, a closed general acute care hospital facility located at 1711 West Temple Street, Los Angeles, California and the Ingleside Hospital, an acute psychiatric hospital located at 7500 E. Hellman Avenue, Rosemead, California. The financing is necessary for the non-profit Corporation to reopen the closed Cigna Hospital and to renovate and equip both the closed Cigna Hospital and the Ingleside Hospital and to continue to provide low-cost quality care to the residents of the greater Los Angeles community. The Internal Revenue Code Section 147(0 requires the local government agency having jurisdiction over the area in which the facilities are located conduct the required public hearing regarding the proposed financing and requires the elected representatives of such governmental unit approve the financing. All debt indebtedness will be borne by the Corporation and neither the faith and credit nor the taxing powers of the City of Rosemead is pledged to the payment of the principal of, premium, if any, or interest on the Certificates nor shall the City of Rosemead be liable or obligated to pay the principal of, premium, if any, or interest on the Certificates. The Certificates shall be executed and delivered in fully registered form without coupons, expected to be dated May 1, 1998 and bearing interest on May 1 and November 1 of each year commencing November 1, 1998. The Certificates shall mature on May 1 of each of the years Frank Tripepi February 2, 1998 Page 2 • from and including 1999 to and including 2028 in principal amounts as set forth in the Certificates, and will earn interest not to exceed the maximum interest rate permitted by law. The Corporation has selected the firm of Sabo & Green as Bond Counsel, Miller& Schroeder Financial, Inc. as Underwriter and Hinshaw& Culbertson as Underwriter's Counsel. Leeal documents will consist primarily of a Trust Agreement, Installment Purchase Agreement and a Deed of Trust. The City of Los Angeles is also conducting a public hearing and approving the financing. Please call if you have any questions or comments. Very truly yours, SABO & GREEN A Professional Corporation 9 e•EV"' Joel T. Boehm JTB:ct SDID110001/L R'1 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that at [1:00 P.M. on Thursday, February 26, 1998] at 2800 28th Street, Suite 315, Santa Monica, California 90405, the City of Rosemead will conduct a public hearing(the"Public Hearing") as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the"Code") to discuss approval and authorization on behalf of American Institute for Health Care Centers, Inc., a California non-profit 501(c)(3) corporation (the "Corporation") of the execution and delivery of San Bernardino Associated Communities Financing Authority Health Care Certificates of Participation (the "Certificates") for the financing of certain facilities as described below (the `Projects"). PROJECT: The acquisition by the Corporation of the assets and operations of the Cigna Hospital, a general acute care hospital facility located at 1711 West Temple Street, Los Angeles, California and the Ingleside Hospital, an acute psychiatric hospital located at 7500 E. Hellman Avenue, Rosemead, California. AMOUNT: The total principal amount of the Certificates will not exceed 545,000,000. The Certificates shall be repaid from revenues derived from the Projects and other security as provided in the legal documents. Neither the faith and credit nor the taxing power of the City of Rosemead (the "City"), the San Bernardino Associated Communities Financing Authority (the "Authority"), the State of California (the "State") or any other political corporation, subdivision or agency of the State is pledged to the payment of the principal of, premium, if any, or interest on the Certificates, nor shall the City, the Authority, the State or any other political corporation, subdivision or agency of the State be liable or obligated to pay the principal of, premium, if any, or interest on the Certificates_ The Public Hearing is intended to comply with the public approval requirement of Section 147(1) of the Code, Those wishing to comment on the proposed execution and delivery of the Certificates or on the nature and location of the Projects, may either appear in person at the public hearing or submit written comments to the address shown below, which must be received prior to the hearing. City of Rosemead • Atm: Frank Tripepi 8838 E. Valley Boulevard Rosemead, California 91770 Dated: February 9, 1998 SDIMI000I Docn 2;2/98 1045 et • RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD APPROVING THE EXECUTION AND DELIVERY OF HEALTH CARE CERTIFICATES OF PARTICIPATION BY THE SAN BERNARDINO ASSOCIATED COMMUNITIES - _ FINANCING AUTHORITY TO BENEFIT INGLESIDE _ - HOSPITAL AND RELATED FACULTIES - - WHEREAS, American Institute for Health Care Centers, Inc., a California non-profit 501(c)(3) corporation (the "Corporation"), has requested that the San Bernardino Associated Communities Financing Authority("SANBAC") cause to be executed and delivered tax-exempt and taxable certificates of participation in an aggregate principal amount not to exceed 545,000,000 (the "Certificates") for the purpose of financing the acquisition of Cigna Hospital, 1711 West Temple Street, Los Angeles, California and Ingleside Hospital, 7500 E. Hellman Avenue, Rosemead, California (collectively, the"Facilities"); WHEREAS, pursuant to Section 147(0 of the Internal Revenue Code of 1986, as amended (the "Code") the financing described above and the execution and delivery of the Certificates must be approved by the City of Rosemead (the "City") because one of the Facilities is located within the territorial limits of the City; WHEREAS, the City Council is the elected legislative body of the City and is one of the applicable elected representatives required to approve the financing of the Facility and the issuance of the Certificates under Section 147(0 of the Code; WHEREAS, SANBAC and the Corporation has requested that the City Council approve the financing of the Facilities and the execution and delivery of the Certificates in order to satisfy the public approval requirement of 147(0 of the Code; and WHEREAS, pursuant to Section 147(0 of the Code, a duly authorized representative of the City Council has, following notice duly given, held a public hearing regarding the financing of the Facilities and the execution and delivery of the Certificates. NOW, THEREFORE, IT IS RESOLVED AS FOLLOWS: 1. Pursuant to Section 147(0 of the Code, public hearing regarding the financing of the Facilities and the execution and delivery of the Certificates was held. The City Council hereby approves the financing described above and the execution and delivery of the Certificates by SANBAC and the operation of SANBAC within the City to provide financing for the Corporation. It is the purpose and intent of the City Council that this Resolution constitutes approval of the financing of the Facilities and the execution and delivery of the Certificates for the purposes of Section 147(0 of the Code by the applicable elected representatives of the governmental unit having 1 jurisdiction over the area in which the Facilities are and will be located, in accordance with said Section 147(0. 2. The officers of the City are hereby authorized and directed, jointly 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, given effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby. 3. City approval pursuant to Section 147(0 of the Code pursuant to this Resolution shall not constitute approval for other City regulatory or other requirements, such as building permits. 4. This Resolution shall take effect immediately upon its passage. The foregoing Resolution was on the_ day of , 1998, passed and adopted by the City Council of the City by the following vote: AYES: NOES: ABSENT: [SEAL] Attest: City Clerk of the City of Rosemead SDJM/0001moc¢ 2,2'98❑00 ct 2