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RES-2021-109RESOLUTION NO. 2 0 21-10 9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING THE ISSUANCE BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $980,000,000 TO BE LOANED TO QCF/I, INC., A 501(c)(3) NONPROFIT HEALTHCARE ORGANIZATION, FOR THE PURPOSE OF FINANCING THE ACQUISITION, CONSTRUCTION, RENOVATION OR EQUIPPING OF ANAHEIM COMMUNITY HOSPITAL IN CONNECTION WITH WHICH NOT MORE THAN $280,000,000 OF THE PROCEEDS OF THE BONDS ARE ALLOCABLE TO THE ANAHEIM COMMUNITY HOSPITAL; AND APPROVING CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, the Anaheim Community Hospital is an acute psychiatric hospital located in the City of Anaheim (the "City"); and WHEREAS, QCF/I, Inc., a 501(c)(3) nonprofit healthcare organization ("QCF"), has requested that the California Municipal Finance Authority (the "Authority") participate in the issuance of one or more series of revenue bonds in an aggregate principal amount not to exceed $980,000,000 (the "Bonds"), the proceeds of which will be loaned to QCF in connection with QCF's acquisition, construction, renovation, or equipping of several hospital facilities, including Anaheim Community Hospital, and other purposes described in the Notice of Proposed Financing which is attached as Exhibit A and incorporated by reference herein (collectively the "QCF Project" and the portion of the QCF Project consisting of the Anaheim Community Hospital and related facilities located within the geographic boundaries of the City is referred to as the "Anaheim Hospital Project"); and WHEREAS, not more than $280,000,000 of the proceeds of the Bonds are allocable to the Anaheim Hospital Project; and QCF; and WHEREAS, the Anaheim Hospital Project will be directly or indirectly owned by WHEREAS, the City is a member of the Authority; and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that an "applicable elected representative" of the governmental unit (i) on behalf of which the Bonds are issued and (ii) the geographic jurisdiction of which contains the site of the 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 requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of 1 Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the "Agreement"), among certain local agencies, including the City; and WHEREAS, the City Council of the City (the "City Council") is the elected legislative body of the City and is the applicable elected representative under Section 147(f) of the Code and all components of the Anaheim Hospital Project are within the geographic jurisdiction of the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing on November 16, 2021 regarding the issuance of the Bonds, and now desires to approve the issuance by the Authority of the portion of the Bonds allocable to the Anaheim Hospital Project; and WHEREAS, the City Council understands that its actions in holding this public hearing and in approving this Resolution do not obligate the City in any manner for payment of the principal, interest, fees or any other costs associated with the issuance of the Bonds, and said City Council expressly conditions its approval of this Resolution on that understanding; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Anaheim, as follows: SECTION 1. Approval of the Bonds. The City Council hereby approves the issuance by the Authority of the portion of the Bonds allocable to the Anaheim Hospital Project for the purposes of financing the Anaheim Hospital Project. It is the purpose and intent of the City Council that this Resolution constitute approval of the Anaheim Hospital Project and issuance by the Authority of the portion of the Bonds allocable to the Anaheim Hospital Project, for purposes of (a) Section 147(f) of the Code, by the applicable elected representative of the City, the governmental unit on behalf of which the Authority is issuing the portion of the Bonds allocable to the Anaheim Hospital Project and having jurisdiction over the area in which the Anaheim Hospital Project is located, in accordance with said Section 147(f) of the Code and (b) Section 4 of the Agreement. SECTION 2. Other Acts. The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. SECTION 3. No Obligations. The City Council 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 any other costs associated with the Authority's issuance of the Bonds for the financing of the Anaheim Hospital Project or for any other purpose. SECTION 4. Copy to Authorit, . The Clerk shall forward a certified copy of this Resolution to the Authority in care of its counsel: 2 Ronald E. Lee, Esq. Jones Hall, APLC 475 Sansome Street, Suite 1700 San Francisco, CA 94111 SECTION 5. Effective Date. This Resolution shall take effect upon adoption. THE FOREGOING RESOLUTION IS APPROVED AND ADOPTED by the City Council of the City of Anaheim this _t& day of November202I, by the following roll call vote: AYES: Mayor Sidhu and Council Members Faessel, Did.. Ma'ae, Valencia, and O'Neil NOES: None ABSTAIN: None ABSENT: Council Member Moreno CITYA)F ANAHEIM MA APPROVED AS TO FORM: ROBERT FABELA, CITY ATTORNEY IC ATTEST: B• —CITY CLERY, OF THE CITY OF ANAHEIM 143995 3 EXHIBIT A CITY OF ANAHEIM NOTICE OF PUBLIC HEARING Notice is hereby given that on November 16, 2021, at 5:30 p.m., or as soon thereafter as the matter can be heard, in the Council Chamber of Anaheim City Hall, 200 S. Anaheim Blvd., Anaheim, CA 92805, a public hearing as required by section 147(f) of the Internal Revenue Code of 1986 (the "Code") will be held with respect to the proposed issuance and sale by the California Municipal Finance Authority (the "Authority") of its revenue bonds in one or more series from time to time pursuant to a plan of financing (the "Bonds"): The Bonds will consist of one or more series of Qualified 501(c)(3) Bonds and/or Taxable Bonds in an aggregate amount not to exceed $980,000,000, the proceeds of which will be loaned to.QCF/I, Inc. ("QCF") pursuant to a Loan Agreement (the "QCF Loan"). QCF is an organization exempt from federal income taxes pursuant to Section 501(c) (3) of the Code as an institution engaged in the provision of healthcare. The proceeds of the QCF Loan will be applied to: (i) acquire, construct, expand, rehabilitate, remodel, renovate, and equip: (a) hospital facilities known as the Anaheim Community Hospital, an acute psychi- atric hospital located at 3340 West Ball Road and 3350 West Ball Road, Anaheim, California, 92804 including facilities which are functionally related and subordinate to the main hospital facilities, including a medical office building (the "Anaheim Hospital Project"), to which an aggregate amount of Bonds not exceeding $280,000,000 is allocable; (b) hospital facilities known as Aliso Ridge Behavioral Health located at 200 Freed- om Lane, Aliso Viejo, California, 92656, including facilities which are functionally related and subordinate to the main hospital facilities (the "Aliso Vieio Hospital Project"), to which an aggregate amount of Bonds not exceeding $270,000,000 is allocable; and (c) hospital facilities known as the Aurora Santa Rosa Hospital located at 1265 throu- gh 12B7 Fulton Road, Santa Rosa, California, 95401, and 2598 Guerneville Road, Santa Rosa, California, 95401, including facilities which are functionally related and subordinate to the main hospital facilities (the "Santa Rosa Hospital Project' and together with the Anaheim Hospital Project and the Aliso Vieio Hospital Project, each a "Hospital Project" and collectively the "Project'), to which an aggregate amount of Bonds not exceeding $430,000,000 is allocable; (jj) fund reserve funds, (iii) fund interest on the Bonds, and (jv) fund costs of issuing the Bonds. QC F will own and operate each Hospital Project either directly or through a separate single - member limited liability company or companies. In all events, QCF will be the true beneficial party of interest of the Project because it will be the sole member of each such limited liability company, each of which is a disregarded entity for federal tax purposes. The Bonds, including the principal of (and premium, if any) and interest thereon, will not constitute a debt or a loan of credit or a pledge of the full faith and credit or taxing power of the Authority, the City of Anaheim, the State of California, or any political subdivision thereof, within the meaning of any constitutional or statutory debt limitation, or a charge against the general credit or taxing powers of any of them. The Bonds shall be a limited obligation of the Authority, payable solely from certain revenues duly pledged therefor and generally representing amounts paid by QCF. All interested parties and those wishing to comment on the proposed nature and location of the Project for the purpose of financing the acquisition, construction, renovation, equipping and furnishing of the Project with the proceeds of the Bonds, are invited to express their opinion for or against this item. Written comments may be submitted to the City Clerk at 200 S. Anaheim Blvd., Suite 217, Anaheim, CA 92805 or to pubi iccommentganaheim. net prior to the hearing. Members of the public can provide in -person comments at the podium in the Council Chamber. If you have any questions regarding the public hearing, please contact Heather White, bond counsel in connection with the issuance of the Obligations, at (213) 629-2074. DATED: November 8, 2021 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2021-109 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 16th day of November. 2021 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Faessel, Diaz, Ma'ae, Valencia and O'Neil NOES: None ABSTAIN: None ABSENT: Council Member Moreno IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of November. 2021. CITY CL K OF THE CITY OF ANAHEIM (SEAL)