ATTACHMENT 1
RESOLUTION
20128131v2 29313.00011
RESOLUTION NO. 5318-2026
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING EXECUTION
OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE
CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE
ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA PUBLIC FINANCE
AUTHORITY FOR THE PURPOSE OF FINANCING CERTAIN HEALTH CARE
FACILITIES LOCATED WITHIN THE CITY OF BARSTOW FOR THE BENEFIT
OF QKA HEALTH CORPORATION D/B/A HEALTHSIDE PARTNERS
On Tuesday, September 15, 2026, on motion made by __________, duly seconded by __________ and carried, the following resolution (this “Resolution”) is adopted by the City Council (the “City Council”) of the City of Barstow, State of California (the “City”).
WHEREAS, pursuant to the provisions of the Joint Exercise of Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the “Act”), Kings County and the Housing Authority of Kings County (the “Charter Members”) have entered into the Joint Exercise of Powers Agreement Relating to the California Public Finance Authority, dated as of May 12, 2015 (the “Joint Powers Agreement”), pursuant to which the Authority was organized; and WHEREAS, for the purpose of promoting economic, cultural and community development additional government agencies and municipalities have joined the Joint Powers Agreement as Additional Members (as defined in the Joint Powers Agreement); and WHEREAS, the City Council desires that the Project (as defined below) and future projects to be located within the City be financed through the Authority and it is in the public interest and for the public benefit of the City to become an Additional Member and join the Joint Powers Agreement; and
WHEREAS, the Authority has been requested to issue its revenue bonds in one or more series in an aggregate principal amount not to exceed $110,000,000 (the “Bonds”) and to lend the proceeds from the sale thereof to QKA Health Corporation d/b/a Healthside Partners (the “Borrower”), a Delaware nonprofit nonstock corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); and WHEREAS, the Borrower will use the proceeds from the sale of the Bonds to (a) finance the acquisition of all the California-located assets of Quorum Health Corporation, a Delaware corporation, which consist of the assets related to Barstow Community Hospital, including land, buildings, medical equipment and furnishings, and related intangibles (the “Project”); (b) fund one or more debt service reserve funds for the Bonds; and (c) pay, or reimburse the Borrower for paying, certain expenses incurred in connection with the issuance of the Bonds; and WHEREAS, the Authority is authorized to issue and sell revenue bonds for the purpose, of among others, of financing or refinancing the acquisition of capital projects; and 20128131v2 29313.00011
WHEREAS, the Project will be located in the City, as more particularly described in the notice of public hearing published on September 6, 2026 in the Victorville Daily Press (the “TEFRA Notice”), a copy of which is attached hereto and incorporated herein; and WHEREAS, in order for the interest on the Bonds to be tax-exempt, Section 147(f) of the Code, requires that an “applicable elected representative” of the governmental unit, the geographic jurisdiction of which contains the site of facilities to be financed with the proceeds of the Bonds, hold a public hearing on the issuance of the Bonds and approve the issuance of the Bonds following such hearing; and
WHEREAS, the Authority has determined that the City Council of the City (the “City Council”) is an “applicable elected representative” for purposes of holding such hearing and approving this Resolution; and
WHEREAS, the Authority and the Borrower have requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code; and
WHEREAS, notice of such public hearing has been duly given as required by the Code, and the City Council has heretofore held such public hearing at which all interested persons were given an opportunity to be heard on all matters relative to the financing or refinancing of the Project and the Authority's issuance of the Bonds therefor; and WHEREAS, [no interested persons came forward to speak and no public comments were received at such hearing]; and
WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by the Authority for the aforesaid purposes; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL, AS FOLLOWS; Section 1. The foregoing recitals are true and correct and incorporated herein by this reference.
Section 2. The City Council hereby approves the Joint Powers Agreement in the form presented and authorizes and directs the Mayor of the City to execute and deliver the Joint Powers Agreement to the Authority.
Section 3. The City Council hereby approves the financing of the Project and the financing of the Project through the issuance of the Bonds by the Authority in an amount not to exceed $110,000,000. It is the purpose and intent of the City Council that this Resolution constitute approval of the issuance of the Bonds by the “applicable elected representative” of the governmental unit having jurisdiction over the area in which the Project is located in accordance with Section 147(f) of the Code.
Section 4. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds. 20128131v2 29313.00011
Section 5. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, rehabilitation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.
Section 6. The Mayor of the City, the City Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized.
Section 7. The Clerk shall forward a certified copy of this Resolution to the Authority in care of its counsel:
Mayling Leong, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Capital Mall, Suite 3000
Sacramento, California 95814
Section 8. This Resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED by the City Council of the City of Barstow, County of San Bernardino, State of California, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
* * * * *
[Certification on following page.]
20128131v2 29313.00011
STATE OF CALIFORNIA )
CITY OF BARSTOW )
COUNTY OF SAN BERNARDINO )
I, ANDREA FLORES, City Clerk of the City of Barstow, County of San Bernardino, State of California, hereby certify the foregoing to be a full, true and correct copy of the record of the action taken by the City Council, by vote of the members present, as the same appears in the Official Minutes of said City Council at its meeting on September 15, 2026.
Item #______
(SEAL)
Andrea Flores
City Clerk
20128131v2 29313.00011
[Attach TEFRA Notice]
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that on Tuesday, September 15, 2026, a public hearing, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), will be held by the City Council of the City of Barstow, California (the “City”), concerning the issuance by the California Public Finance Authority (the “Authority”) of revenue bonds in one or more series (the “Bonds”), with a maximum stated principal amount of $110,000,000. The hearing will commence at 7:00 p.m. or as soon thereafter as the matter can be heard and will be held in the City Council Chambers, 220 East Mountain View Street, Barstow, CA 92311.
The proceeds from the sale of the Bonds will be loaned to QKA Health Corporation d/b/a Healthside Partners (the “Borrower”), a Delaware nonprofit nonstock corporation, and an organization described in Code Section 501(c)(3). The Bonds will be qualified 501(c)(3) bonds as defined in Code Section 145.
The Borrower will use the proceeds from the sale of the Bonds to (a) finance the acquisition of all the California-located assets of Quorum Health Corporation, a Delaware corporation, which consist of the assets related to Barstow Community Hospital, including land, buildings, medical equipment and furnishings, and related intangibles (the “Project”); (b) fund one or more debt service reserve funds for the Bonds; and (c) pay, or reimburse the Borrower for paying, certain expenses incurred in connection with the issuance of the Bonds.
The Project will be initially owned by the Borrower, including through certain wholly owned limited liability companies that are disregarded for federal tax purposes. The Project is located in the City of Barstow, San Bernardino County, California, at 820 East Mountain View Street, Barstow, CA 92311 and 555 South 7th Street, Barstow, CA 92311.
The Bonds will be special limited obligations of the Authority payable solely from the loan repayments to be made by the Borrower to the Authority, and certain funds and accounts established by the documents for the Bonds. The Bonds will not be an obligation or debt of the City.
All interested persons are invited to attend said public hearing and provide public comments in person on the issuance of the Bonds and the nature and locations of the Project. Any person wishing to comment or provide input prior to the City Council conducting the hearing may submit comments by mail to: City Hall/Attn: City Clerk, 220 East Mountain View Street, Suite A, Barstow, CA 92311.
CITY OF BARSTOW
By: /s/ Andrea Flores
City Clerk
Dated: September 6, 2026
ATTACHMENT 2
JOINT POWERS AGREEMENT
[Signature Page to Joint Exercise of Powers Agreement Relating to the California Public Finance Authority] IN WITNESS WHEREOF, the Additional Members hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized.
Dated: ________________
Additional Member Name:
By:
Its:
ATTEST:
___________________________________
By:
Its:
ATTACHMENT 3
LETTER FROM AUTHORITY’S COUNSEL
OHSUSA:764286936
February 23, 2017 Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
+1 415 773 5700
orrick.com
Justin Cooper
E [email protected]
D +1 415 773 5908
F +1 415 773 5759
California Public Finance Authority
2999 Oak Road, Suite 710
Walnut Creek, CA 94597
Attn: Michael LaPierre
Re: California Public Finance Authority
The California Public Finance Authority (“CalPFA”) was formed pursuant to a Joint Exercise of Powers Agreement (the “Agreement”) between two original members, Kings County and the Housing Authority of Kings County (the “Charter Members”). In accordance with Section 12 of the Agreement, additional cities, counties and other local government entities may, and have, joined CalPFA (each a Non-Charter Member or “Additional Member” and, together with the Charter Members, the “Members”). You have asked whether an Additional Member is exposed to liability by virtue of its decision to become a member of CalPFA and/or its approval of bonds proposed to be issued by CalPFA.
CalPFA is a political subdivision of the State of California created under the California Joint Powers Act (California Government Code Section 6500 and following) (the “Act”) and the Agreement. Pursuant to the Act and the Agreement, CalPFA is authorized to issue revenue bonds and certificates of participation for the benefit of conduit borrowers.
In order to meet state law and policy requirements for the issuance of certain private activity bonds, CalPFA has adopted a policy to not issue bonds or other forms of indebtedness unless the governing body of an Additional Member (or Charter Member, as the case may be) in which the proposed project (the “Project) is located approves the issuance of bonds for the Project.
Furthermore, in the case of most tax-exempt obligations issued by CalPFA, Section 147(f) of the Internal Revenue Code of 1986 requires that the proposed financing be approved by a governmental unit having jurisdiction over the area in which the facility to be financed is located. A financing will be treated as having been approved by a governmental unit if “the applicable elected representative” of such governmental unit approves such issue after a public hearing following reasonable public notice of such hearing. This is referred to as “TEFRA” approval.
OHSUSA:764286936
Pursuant to applicable state law, CalPFA policies, and the documents providing for the issuance of bonds by CalPFA, the bonds are issued as limited obligations of CalPFA, not of any Charter Member or Additional Member, and are payable solely out of the revenues and receipts derived from the Project being financed and the loan(s) made by CalPFA to the borrower from proceeds of the bonds.
Specifically, Section 8 of the Agreement provides that “[t]he Bonds, together with the interest and premium, if any, thereon, shall not be deemed to constitute a debt of any Member or pledge of the faith and credit of the Members...Neither the Members nor…shall be obligated to pay the principal of, premium, if any, or interest on the Bonds, or other costs incidental thereto…” (emphasis added). The Agreement also expressly provides that CalPFA is a public entity separate and apart from the Members, and “[i]ts debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members.”1 Accordingly, bonds issued for any particular Project will be indebtedness of CalPFA, and the Member in whose jurisdiction the Project is located will not be asked to approve or execute any of the financing documents. Moreover, the disclosure prepared for the bonds will not have any information regarding the Member and will not include the Member’s name, other than with respect to where the Project is located. The documents will, however, be made available for review by the Member’s staff upon request.
In order to further limit CalPFA’s financial liability and that of its Members, CalPFA requires that, in connection with the loan of bond proceeds to a borrower, such borrower must indemnify CalPFA and the applicable Member from all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character relating to the applicable bonds and Project. We call attention, however, to the fact that such obligation may be subject to bankruptcy, insolvency, reorganization, arrangement and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to possible limitations on legal remedies.
1 See Cal. Government Code Section 6508.1. “…the debts, liabilities, and obligations of the agency shall be debts, liabilities, and obligations of the parties to the agreement unless the agreement specifies otherwise.”
OHSUSA:764286936
Please do not hesitate to contact me if you have further questions with respect to this matter.
Sincerely yours,
/s/ Justin Cooper
Justin Cooper