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Date Adopted:
Date Approved:
Effective Date:
City Attorney Approval: TWR Resolution No. ____________ RESOLUTION NO. 2022-____
A RESOLUTION OF THE COUNCIL OF THE CITY OF
FRESNO, CALIFORNIA, TO APPROVE THE ISSUANCE
OF REVENUE BONDS (TRINITY HEALTH CREDIT
GROUP), BY THE MICHIGAN FINANCE AUTHORITY, IN
ONE OR MORE SERIES, IN AN A GGREGATE PRINCIPAL
AMOUNT NOT TO EX CEED NINE HUNDRED MILLION
DOLLARS ($900,000,000) , FOR THE PURPOSE, AMONG
OTHER THINGS, OF FINANCING AND REFINANCING
THE COSTS OF ACQUISITION, CONSTRUCTION,
IMPROVEMENT, AND EQUIPPING OF HEALTH CARE
FACILITIES OWNED AND OP ERATED BY SAINT AGNES
MEDICAL CENTER AND CERTAIN OTHER MATTERS
RELATING THERETO
WHEREAS, the Michigan Finance Authority (the Authority ) is authorized by Executive Order 2010- 02 and 1969 PA 38, as amended (the Act ), to issue bonds for, among other things, the purpose of making loans to hospitals (as defined in the Act), to finance and refinance project costs (as defined in the Act), relating to the acquisition, construction, improvement, equipping, or alteration of hospital facilities (as defined in the Act), to refund bonds issued for the benefit of a hospital, and to pay costs of issuing bonds; and
WHEREAS, Trinity Health Corporation (the Corporation), an Indiana nonprofit corporation, as described under Section 501(c)(3) of the Internal Revenue Code of 1986 (the Code), which is th e so le corporate member of Saint Agnes Medical Center, a California nonprofit public benefit corporation, has requested that the Authority participate in a proposed plan of finance of the Corporation providing for the iss uance of one or more series of revenue bonds in an aggregate principal amount not to exceed $900,000,000 (the Bonds ) (i) to finance or refinance the costs of acquisition, construction, improvement and equipping of certain healthcare facilities owned and 2 of 5
operated by the Corporation and its affiliates, including approximately $25,000,000, for the financing or refinancing of additions and improvements to, and equipment for, hospitals and other health care facilities (the Facilities ) owned and operated by T rinity Health at the following location: 1303 E Herndon Avenue, Fresno, California, and other related acquisitions, improvements, equipment, construction and reconstruction located thereon, located within the City of Fresno (the City), and (ii) to pay other costs related to the issuance of the Bonds; and
WHEREAS, the Bonds will be “private activity bonds” for purposes of the Code; and
WHEREAS, pursuant to Section 147(f) of the Code, the “applicable elected representatives” of the governmental unit having jurisdiction over the area in which any facility financed or refinanced by the Bonds, as private activity bonds, are located, must approve the issuance of the Bonds by the Authority, after a public hearing held following reasonable public notice; and
WHEREAS, the Council of the City of Fresno (the Co uncil) is the elected legislative body of the City and is one of the applicable elected representatives required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the Corporat ion has requested that Council approve its issuance of the Bonds to satisfy the public approval requirement of Section 147(f) of the Code; and WHEREAS, there has been published, at least 7 days before the date hereof, in an electronic posting on th e City o f Fresno’s public website, a notice that a publ ic hearing regarding the Bonds would be held on the date hereof; and WHEREAS, Council conducted the public hearing on the date hereof, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and
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WHEREAS, it is intended this resolution shall constitute the approval of the issuance of the Bonds as required of qualified 501(c)(3) bonds by Section 147(f) of the Code.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Fresno, as follows:
1. The Council accepts the above recitals as true and correct.
2. Council hereby approves the issuance of the Bonds by the Authority relating to the Facilities (as described herein). I t is the purpose and intent of this Council that this resolution constitutes approval of the Bonds and the plan of finance providing for the issuance of the Bonds, for the purposes of Section 147(f) of the Code, with respect to the qualified 501(c)(3) bonds.
3. The officers of the City are hereby aut horized and directed, j ointly 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, give effect to and comply with the terms and intent of this resolution and the financing transacti on approved hereby.
4. Neither the City nor its staff have reviewed or considered any project or the expected operation of Facilities contemplated by any project with regards to any State of California statutory requirements, and adoption of this resolution shall not obligate (i) the City to provide financing to the Corporation for the acquisition, construction, renovation and development of any facilities or to issue the Bonds for purposes of financing; or (ii) the City, or any department of the City, to ap prove any application or request for, or take any other action in connection with, any environmental, General Plan, zoning or any other permit or other action necessary for the acquisition, construction, development or operation of any facilities. 4 of 5
5. The Co uncil expressly conditions its approval of this Resolution on its understanding that the City shall have no obligation whatsoever to pay any principal, interest, fees, or other costs associated with the Authority’s issuance of the Bonds. The Bonds will be limited and special obligations of the Authority.
6. The City Clerk is hereby dir ected to forward a certified copy of this Resolution to: Alexis Harrington, Esq. , Hawkins Delafield & Wood LLP ., One Embarcadero Center, Suite 3820, San Francisco, California 94111.
7. This resolution shall be effective upon final approval. * * * * * * * * * * * * * *
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STATE OF CALIFORNIA )
COUNTY OF FRESNO ) ss.
CITY OF FRESNO )
I, TODD STERMER, City Clerk of the City of Fresno, certify that the foregoing resolution was adopted by the Council of the City of Fresno, at a regular meeting held on the day of 2022.
AYES :
NOES :
ABSENT :
ABSTAIN :
Mayor Approval: , 2022
Mayor Approval/No Return: , 2022
Mayor Veto: , 2022
Council Override Vote: , 2022
TODD STERMER, CMC
City Clerk
By:
Deputy Date
APPROVED AS TO FORM:
RINA M. GONZALES
Interim City Attorney
By:
Taylor W. Rhoan D ate
Deputy City Attorney