Loading...
HomeMy WebLinkAbout00492 - DESERT HOSPITAL AUTHORITY JOINT POWERS AGR JPA CITY OV PALM SPRINGS & DESERT iT SPITAL DIST. - Desert Hosp. qWthority AGREEMENT 0492 (RESTATED) Restatement appr cncl mtg of 4-13-76 JOINT EXERCISE OF POWERS AGREEMENT (RESTATED) BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT CREATING THE DESERT HOSPITAL AUTHORITY THIS RESTATED AGREEMENT, dated rlJ 1976, by and between the CITY OF PALM SPRINGS, a municipal corporation of the State of California ('hereinafter called "City" ) , and the DESERT HOSPITAL DISTRICT, a body corporate and politic of the State of California (hereinafter called the "District" ) W I T N E S S E T H: WHEREAS, the City, pursuant, to Title 4, Division 3, Part 2, Chapter 5, Article 8 of the Government Code of the State of California (commencing with Section 37650 thereof) and the District, pursuant to Division 23 of the Health and Safety Code (commencing with Section 32000 thereof) are each empowered to acquire sites for and to acquire, construct, maintain, operate and lease hospital buildings or other buildings with facilities and appurtenances necessary or convenient therefor; and WHEREAS, the City and the District are of the opinion that there should be acquired or constructed within the City and the District facilities for the foregoing purposes, and that said facilities will serve and be of benefit to the inhabitants of the City and of the District; WHEREAS, the City and District in order to provide for the development of such facilities heretofore entered into that certain agreement entitled "Joint Exercise of Powers Agreement Between the City of Palm Springs and the Desert Hospital Authority" , dated December 19, 1966, and said agreement has been amended by further agreements dated October 28, 1968, April 10, 1972, October 13, 1972, January 31, 1973 and April 18, 1975; (said Agreement and said Amendments thereto being collectively called the "Original Agreement" ) ; and WHEREAS, the City and the District now desire to simplify, clarify and restate the Original Agreement; NOW THEREFORE, the City and the District, for and in consideration of the mutual promises and agreements herein contained do agree to restate the Original Agreement, as follows: SECTION 1. Purpose. This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter called "Act" ) relating to the joint exercise of 1 powers common to public agencies, in this case being the City and the District. It is the express purpose of this Agreement to cause the joint exercise of the powers common to the City and District referred to in the recitals hereof to (i) acquire, construct, maintain, operate and lease a three story addition to the Desert Hospital, as it existed on December 19, 1966, including one hundred and eight (108) new beds, a central sterile supply area, a pharmacy, a general stores area, an expanded clinical laboratory and a radioisotope laboratory [the "Original.-Project" ] , and further, (ii) to acquire and develop real property con- tiguous to the site of the Original Project and bounded by the center lines of Tachevah on the South, Indian Avenue on the West and Paseo E1 Mirador on the North (the "El Mirador Project" ) . The Authority has issued its revenue bonds to finance the development of the Original Project and the initial devel- opment of the E1 Mirador Project. The City and the District further desire that the Authority issue revenue bonds to finance the further development of the E1 Mirador project by acquiring and constructing additional hospital buildings and facilities, together with appurtenances necessary or convenient therefor. The Authority is hereby empowered to undertake the expansion program referred to in this Agreement. The development of plans and specifications for, and the construction of, the El Mirador Project, and the method of lease and operation by the District, shall be substantially the same as was followed in connection with the Original Project, subject to any contrary provisions in "Resolution of the Desert Hospital Authority Declaring its Intention to Sell Bonds of said Authority in the amount of $4,000, 000, Fixing Time and Place for Taking Bids and Directing Publication of Notice Inviting Bids" of the Authority dated January 23, 1973, (The "Resolution" ) and that certain Desert Hospital E1 Mirador Lease dated January 23, 1973, by and between the Authority and the District. SECTION 2. Term. This Agreement shall become effective as of December 19, 1966, and shall continue in full force until rescinded or terminated by agreement of the parties pursuant to Section 6510 of the Government Code; provided, however, this Agreement shall not be terminated until such time as all revenue bonds herein provided for and issued pursuant hereto and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceed- ings for the issuance thereof. It is hereby agreed by the parties hereto that the City shall have no responsibility for the payment of all or any part of the bond obligation provided for herein. 2 . 1 SECTION 3 . Authority. A. CREATION OF AUTHORITY. Pursuant to Section 6506 of the Act, and the Original Agreement as restated hereby, there is a public entity known as "Desert Hospital Authority" (hereinafter called the "Authority" ) , and said Authority is a public entity separate and apart from the City and the District. B. GOVERNING BOARD_ The Authority shall be administered by a governing board of three (3) members, each serving in their individual capacities as members of the governing board. Each member shall be appointed by the Board of Directors of the District subject to the approval of the City Council of the City. Such governing board shall be called the "Governing Board of Desert Hospital Authority" . All voting power shall reside in the governing board. All members of the governing board are to be electors of the District. Members of the governing board shall serve staggered four (4) year terms; provided, however, that members of the board shall serve at the pleasure of the appointing body and until their respective successors are appointed and qualified- C. MEETINGS OF GOVERNING BOARD. (1) Regular Meetings. The governing board of the Authority shall provide for its regular meetings, provided, however, it shall hold at lease one regular meeting each year. The date, hour and place of the holding of the regular meetings shall be fixed by resolution of the governing board and a copy of such resolu- tion shall be filed with each party hereto. (2) Ralph M. Brown Act. All meetings of the governing board of the Authority, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code) . (3) Minutes. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular and special meetings of the governing board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board and to the City and to the District. 3. (4) Quorum. A majority of the governing board of the Authority shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time; provided that the affirmative vote of at least two (2) members of the governing board shall be required for the approval of any resolution as to which action of the governing board is required. D. OFFICERS. The governing board of the Authority annually shall elect its Chairman and Vice-Chairman. Said governing board shall also appoint a Secretary who may but need not be a member of the governing board. The Treasurer of the Authority shall be the duly appointed and acting Treasurer of the District serving ex officio as Treasurer of the Authority and the Auditor of the Authority shall be the duly appointed and acting Auditor of Riverside county serving ex officio as Auditor of the Authority to the extent that the duties do not cause a con- flict. The attorney for the Authority shall be the duly appointed, qualified and acting attorney for the District, or his duly authorized deputy, serving ex officio as attorney for the Authority_ The attorney for the District or his designated deputy shall attend all meetings of the governing board, but his absence shall not affect the validity of any meeting. In the event of any conflict between the District and the Authority, the Authority may, with the prior consent of District, appoint other officers, including, without limita- tion, the offices of Treasurer, Auditor and Attorney, to repre- sent the Authority in such matter. The governing board shall have the power, with the prior consent of District, to appoint and employ such other officers, employees, consultants, advisors and independent contractors as it may deem necessary. E. RULES. The governing board of the Authority may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as may be required. SECTION 4. Powers. The Authority shall have the powers common to City and District set forth in Section 1 of this Agreement, to wit: acquiring sites for and acquiring, constructing, maintaining, operating and leasing hospital buildings and facilities and appurtenances necessary or convenient therefor (hereinafter referred to as "common powers" ) as limited herein. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of said common powers for said purpose, including, but not limited to, any or all of 4. the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, manage, maintain and operate any buildings, works or improvements; to acquire, by purchase, exchange, gift, condemnation or otherwise, and to hold or dispose of property within the County of Riverside; to lease and/or acquire as lessor and lessee the Original Project and the E1 Mirador Project, and the sites therefore, or any part thereof; to incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of the City or the District; and to sue and be sued in its own name. Such powers shall be exercised in the manner provided in said Act, and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed upon the City and District in the exercise of similar powers. The Authority may also issue revenue bonds, not to exceed a total of Twenty-Two Million Dollars ($22,000, 000) pursuant to Article 2, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6540, hereinafter called "Bond Act" ) and any other applicable laws of the State of California, as follows: a. Three Million Dollars ($3,000, 000) of said bonds were issued pursuant to a resolution of the Authority dated May 18, 1967 for the acquisition and development of the Original Project- b. Four Million Dollars ($4,000, 000) of said bonds were issued pursuant to the Resolution for acquisition and first phase development of the El Mirador Project. C. The Authority is hereby authorized to issue bonds in an amount not to exceed Fifteen Million Dollars ($15,000,000) as Additional Bonds, as such term is defined by and pursuant to the Resolution for the purpose of expanding the El Mirador Project by the acquisition of sites for and acquiring, constructing, maintaining, operating and leasing hospital buildings and facilities and appurtenances necessary or convenient therefore. Said Additional Bonds may be issued in separate series or issues to match con- struction phases or may be authorized in different amounts at different times. The sale and issue of such Additional Bonds by the Authority shall be subject to the prior approval, of the Board of Directors of the District and, of the City Council of the City, by ordinance. SECTION 5. Fiscal Year. For the purposes of this Agreement, the -term "fiscal year" shall mean the fiscal year as established from time to time by the District, being, at the date of this Agreement, 5. the period from July 1 to and including the following June 30. SECTION 6. Disposition of Assets. At the termination of this Agreement as set forth in Section 2 hereof, all property of the Authority both real and personal, including surplus money, shall automatically vest in District and shall thereafter remain the sole property of the District, and the appropriate officers of Authority and/or District shall execute and deliver to District a quitclaim deed confirming title in District for records purposes. Provided however, the E1 Mirador Site, as defined in Section 7 hereof, shall automatically vest in the City on such termination for use for eleemosynary purposes. SECTION 7. Acquisition of Land and Ground Lease. The site for the Original Project (the "Original Site" ) shall constitute the site of the Desert Hospital District as of December 19, 1966 and the then existing hospital buildings thereon, as shown on Exhibit A, attached hereto and made a part hereof. The Original Site is owned in fee by the District. The District has leased the Original Site to the Authority by means of the Ground Lease dated May 18, 1967. The site for the E1 Mirador Project (The "El Mirador Site" ) shall constitute that certain property west of and adjacent to the Original Site and bounded by the center lines of Tachevah on the South, Indian Avenue on the West and Paseo El Mirador on the North, as shown on Exhibit B attached hereto and made a part hereof. Said El Mirador Site is owned in fee by the Desert Hospital Authority and has been leased to the Desert Hospital District by means of that certain Desert Hospital E1 Mirador Lease dated January 23, 1973 . SECTION 8. Plans and Specifications. The District and Authority have employed architects for the Original and E1 Mirador Projects and said architects are hereby approved by City. The City has approved the general concept of the Original and El Mirador Projects and retains the right to approve the final plans solely for the purpose of determining that such plans do not exceed the facilities for said Projects and funds therefor as provided in this Agreement and including the proceeds of the bonds of the Authority and any consideration of the parties hereto. District and Authority shall cause such architects to prepare plans and specifications for the construction of the Original and E1 Mirador Projects and to provide general administrative supervision of the construction and periodic inspection of the work. The Authority shall, when it has funds available -6- therefor, reimburse the District for all costs and expenses incurred in connection with the preparation of said plans and specifications on behalf of the Authority from the proceeds of the revenue bonds. SECTION 9. Construction of Project. The Authority or the District, as agent for Authority, shall contract for the construction of the Original and E1 Mirador Projects and carry such constrcution through to com- pletion. Authority shall pay, or reimburse the District, as the case may be, for costs incurred and payments made in connection with such construction. The Authority or District shall let the construction contract or contracts by competitive bidding. Such construction contracts shall be let and adminis- tered and the work shall be performed in accordance with appli- cable standards in substantially the same manner and upon the same conditions as are normally followed by District in. construct- ing its own buildings, provided that in no event shall said contract or work conflict with applicable laws similarly applying to City in such areas. The trustee or trustees appointed pursuant to the resolutions for the issuance of bonds of the Authority shall administer the construction funds in accordance with the applicable procedures set forth in said resolutions. Such procedure shall provide, in substance, that District, if agent of the Authority, shall be paid on demand such amounts as it requires to meet construction payments a reasonable time prior to the time when such payments are due, upon such demand forms as District shall establish. As to functions and activities which are performed by the District as agent for the Authority under this Section the District shall, as of the first business day of the third week of each quarter, render a report to the Authority as to all activities undertaken and moneys expended during said prior quarter. This report shall be made available to the general public. A copy of said report shall be forwarded to the City. SECTION 10. Benefits to City and District from Projects. Although, as set forth in Section 12 hereof, the actual operation of the Original and E1 Mirador Projects will be the duty of the District, the accomplishment of the Original and E1 Mirador Projects by means of the steps set forth in this Agreement will benefit both the District and the City in a variety of ways. The City, although it possesses the power under Section 37650 et seq. of the Government Code to construct, finance and maintain a city hospital, has not up to the present time pro- vided any hospital facilities. It has been unnecessary for the 7. 4-12-76 City to provide hospital facilities in part because of its location within the District. The boundaries of the District include the entire area of the City as well as neighboring cities and unincorporated territory adjacent to the City. The City comprises approximately half of the assessment valuation of the District. The facilities provided for herein are located within and will serve the residents of the Palm Springs area. Because of the increase in demand for hospital services and facilities within the City and the adjoining area, it will be necessary to provide additional hospital facilities to meet the increased demand. The need for additional hospital services and facilities will best be served by an addition to the hos- pital facilities of District by the accomplishment of the Original and E1 Mirador Projects as set forth in this Agreement. The Original and E1 Mirador Projects will benefit the City directly by providing adequate health facilities for all municipal employees, including the police and fire departments. The creation of an Authority to finance and provide a framework for cooperation in providing hospital facilities in the area will permit a closer coordination of City and District efforts to establish and provide the necessary adjoining facilities, such as the making of adequate provision for streets, on-street parking, sewers, drains, and similiar facilities. The use of the Authority created by the present Agreement could result in significant advantage to the City and District in securing federal and other grants for the Original and E1 Mirador Projects, since it will illustrate a cooperative regional solution to -the problem of providing adequate hospital facilities in the entire Palm Springs area. SECTION 11. Revenue Bonds. The Authority shall issue revenue bonds in accordance with the provisions of Article 2, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6540) for the purpose of exercising its power and raising funds necessary to carry out its obligations under this Agreement. The sale and issuance of such revenue bonds by the Authority shall be sold by competitive bidding or by private sale and said issue, for the purposes of this Agreement, shall be limited to Twenty Two Million Dollars ($22, 000, 000) . Pur- suant to Section 6551 of the Government Code, neither the City nor the District will be indebted, liable or obligated for any of the bonds issued by the Authority under this Agree- ment. 8. ! 0 The services of Bond Counsel, Financing Consultants and other consultants and advisors working on the Project and/or its financing shall be used by the Authority. The fees and expenses of such counsel, consultants and advisors shall be paid from the proceeds of the revenue bonds and District shall be reimbursed from such proceeds for any por- tion of such fees and expenses which it has paid prior to the issuance of such revenue bonds. SECTION 12 . Lease and Operation by the District. The Authority established hereunder shall lease its interests in the Original and El Mirador Projects by means of financing leases or subleases to the District. These leases shall not result in a merger of the interest of the Authority under any Ground Lease so long as any obligations of the Authority secured by the bonds are outstanding. Dis- trict shall pay rental in an amount which, together with other payments, if any, will be not less than the amount required by the Authority each year to discharge all of its debts and obligations, including, without limitation, payment of princi- pal of, and interest on, its revenue bonds. The District shall operate and maintain, at its own cost and expense, the Original and E1 Mirador Projects either acting on its own behalf or through any other public or private person, firm, partnership or entity in such manner as shall comply with any covenants which the Authority makes in the proceedings for the issuance of its revenue bonds. The District may in the appropriate circumstances when required hereunder: (a) make contributions from its Treasury for the purposes set forth herein, (b) make advances of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other contributions or advances. The provisions of Government Code 6513 are hereby incorporated into this Agreement. SECTION 13 . Accounts and Reports. To the extent not covered by the duties assigned to the Trustee, the Auditor of Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of the resolution for the issuance of bonds of the Authority. The books and records of the Authority in the hands of the Trustee or the Auditor shall be open to inspection at all reasonable times by representatives of the City and the District. The Auditor of Authority, within one hundred twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to 9. 0 0 the City and to the District to the extent such activities are not covered by the report of the trustee, as hereinafter provided. The trustee or trustees appointed under the reso- lutions for the issuance of bonds of the Authority shall establish suitable funds, furnish financial reports and pro- vide suitable accounting procedures to carry out the provi- sions of said resolutions. Said trustee may be given such duties in said resolutions as may be desirable to carry out this Agreement. SECTION 14. Funds. Subject to the applicable provisions of the resolu- tions for the issuance of bonds of the Authority, which may provide for a trustee to receive, have custody of, and dis- burse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds (i) pursuant to the accounting procedures developed under Section 13 hereof, and (ii) as nearly as possible in accord- ance with normal District procedures, shall make the dis- bursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. SECTION 15. Notices. tO: Notices hereunder shall be sufficient if delivered City -- City Clerk, City Hall, Palm Springs, California. District -- Secretary of the Board of Directors of Desert Hospital District, Desert Hospital, Palm Springs, California. Authority -- Secretary, c/o Desert Hospital, Palm Springs, California; or such other address as the City, District or Authority, respectively, shall designate in writing. SECTION 16. Miscellaneous. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed. To preserve a reasonable degree of flexibility, many parts of this Agreement are stated in general terms. It 10. is understood that there will be operating memoranda executed and amended from time to time which will further define the rights and obligations of the parties. SECTION 17. Partial Invalidity. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent per- mitted by law. SECTION 18. Conflict with Original Agreement. This Agreement is intended -to be a complete Amendment and restatement of the Original Agreement. The Original Agree- ment remains in full force and effect provided that in the event of any conflict between the provisions of the Agreement and the provisions of the Original Agreement, this Agreement shall prevail. SECTION 19. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. THE CITY OF PALM SPRINGS, CALIFORNIA ATTEST: DONALD A. BLUBAUGH, City cleric (Seal) 11. I hereby approve the form and legality of the foregoing Agreement this j4day of _ City Attorney By 4--- DESERT HOSPITAL DISTRICT r By_y President of'th Board t of Directors ATTES S'acretary the Board of Directors (Seal) I hereby approve the form and legality of the foregoing Agreement this day of March 1976 DISTRICT COUNSEL BY 12. 46 0 STATE OF CALIFORNIA ) ) SS COUNTY OF RIVERSIDE ) On this 13th day of April, 1976, before me, the under- signed, a Notary Public, State of California, duly commissioned and sworn, personally appeared DONALD A. BLUBAUGH, known to me to be the City Manager, and J. SUMICH, known to me to be the City Clerk, respectively, of the City of Palm Springs, a municipal corporation, that executed -the within instrument on behalf of said municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to a resolution of the City_ IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certi- ficate first above written. . OFFICIAL SEAL C'LIFU IEN IA (r-'C. IN � . rlvres,ee cuunry Public, , Corn miesi;m C;:p�r^s Junc 1(l, 197t3? State O£ California 0 • STATE OF CALIFORNIA ) ) SS COUNTY OF RIVERSIDE ) On this 13th day of April, 1976, before me, the under- signed, a Notary Public, State of California, duly commissioned and sworn, personally appeared ALBERT H. WEINERT, known to me to be the President of the Board of Directors, and C. H. BALDWIN, known to me to be the Secretary of the Board, respectively, of the Desert Hospital District, a public corporation, that executed the within Instrument, and known to me to be the persons who executed the within instrument on behalf of said public corpora- tion therein named, and acknowledged to me that such public corporation executed the within instrument pursuant to a reso- lution of the Board of Directors of said Desert Hospital District. IN WITNESS WHEREOF, I have hereunto subscribed my name and offixed my official seal on the day and year in this certi- ficate first above written. Notary Public, State of California F OFFICIAL SEAL. _- 20.9— I"" _-- Pq,}'EO W EL M/R,400R / _ i j :%i.%,•/ 21-1 11-5 lag _ �� L_p_•_t _ - -�'� I�il;;: I I I —t sjD I I \ rs.♦ I L\u,1� � I .II s/s I e IA x I I I II I I c •� I � 4 U.1 I � I —,I4.9 0 10 I 14.8 1 I a0 I I 0].5 u e 14 i "1�n elo us ,ri/v�• y �, IVC i 5of J / n✓/.rY 1YF. �//S/S' S0/.9/ •n s �Q1 _ �_ � so199/6 /./ STRiki PA RK I N G LA CITA AY 7" koo� CLUII AM CLVa COCKTAIL LOJIIG' z CIT STOAGC T, kL L—J u rl. 611 51, 5. < > 0�- EURDING— 101-234 pooh4 J �I M7 TLrkACt ,A'.0 62 I l I _ e ,�y_ '.I_ twv L.. n051 i .. 1 1: W ki se FcC rA L S.-lops ICVNOE 11 Pn t1l M.AACE ROOM A'AIR DINIP40 - -F2, ------------- ROOM F, PFv, EUUINo STAT.IGHT P------ PIM0 3 12 i 11 -4— Lal Uy ENTRANCE PAT: PA A I(I f G Er PATIO k �, INDIAN AVENUE EXHIBIT "B" s is W -G K Q OCR ¢j FIFTH 2U4ENDMENTS TO JOINT E`<iERCISE OF POWERS za AGREEMENT BETWEEN THE CITY OF PAT24 SPRINGS � n AND DESERT HOSPITAL DISTRICT N ' CREATING THE DESERT HOSPITAL AUTHORITY These Fifth Amendments dated April 13 , 1975, are-to the Agreement hereinafter specified, by and between the CITY OF PALr-1 SPRINGS , a municipal corporation of the State of California, (hereinafter called "City") , and the DESERT/HOSPITAL DISTRICT, a r"- body corporate and politic of the State of California (hereinafter called "District") ; Y L� WITNESSETH: j pl J J J WHEREAS , the City and District have heretofore entered "� -into that certain agreement entitled "Joint Exercise of Powers Agreement Between the City of Palm Springs and the Desert Hospital District Creating the Desert Hospital Authority" dated December r ,F 19, 1966; and WHEREAS, amendments to said Agreement were adopted by .,J -( _ the parties thereto dated October 28, 1968; and WHEREAS , Second Amendments to said Agreement were adopted by the parties thereto dated April 10, 1972; and WHEREAS, Third Amendments to said Agreement were adopted by the parties thereto dated October 13, 1972; and WHEREAS , Fourth Amendments to said Agreement were adopted by the parties thereto dated January 31, 1973; Now, Therefore, the City and District for and in consid- eration of the mutual promises and agreements herein contained do hereby agree to amend said Agreement as follows : SECTION 1. Section 19 shall be added to the Agreement to read as follows : Section 19. Additional Bonds for Future Development of the E1 Mirador Property. In furtherance of the purposes of this Agreement, particularly as amended by those certain Fourth Amendments to the Agreement adopted January 31, 1973, and pursuant to that certain Resolution of the Authority adopted February 28, 1973, ( "The Resolution") , the Authority has issued its 1973 Revenue Bonds in the principal amount of $4,000, 000 to pay the costs of the acquisition and financing of the Project, as that term is defined in the Resolution ("The El Mirador Project") ., The City and the District desire that the Authority utilize its capacity to issue Additional Bonds under said Resolttion to finance the further development of the El Mirador Project by acquiring and constructing additional hospital buildings and facilities, including a power plant to serve both the Project as defined in Section One of this Agreement and the E1 Mirador Project, together with appurtenances necessary or convenient therefore. Therefore, and notwithstanding any other provision of this Agreement, the Authority is hereby authorized to issue additional bonds in an amount not to exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000) pursuant to 'the Resolution for the purpose of expanding the El Mirador Project by the - • i - �2I acquisition of sites for and acquiring, constructing, maintaining, operating and leasing hospital buildings and facilities and API C� j appurtenances necessary or convenient therefore. Said bonds may 'ki4I be issued in separate series or issues to match construction phases or may be authorized in different amounts at different times. The sale and issue of such revenue bonds by the Authority and any subsequent Resolutions authorizing such issuance shall be subject to the prior approval of the Board of Directors of the District and the City Council of the City, as required by Section 6547 of the Government Code, It is the express purpose of this Section to initiate the Joint Exercise of the powers common to the City and District referred to in the recitals hereof to acquire, construct, maintain, operate and lease hospital facilities and the Authority is hereby empowered to undertal�e the expansion program referred to in this Section. The plans and specifications for said addition, the construction of the new facilities, and the method of lease and operation by the District shall be substantially the same as was followed in connection with the Project, subject to any contrary provisions in the Resolution and that certain Desert Hospital El Mirador Lease dated February 23, 1973, by and between the City and the District. IN WITNESS V7HEREOF, the parties have caused these Fifth Amendments to the Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written, THE CITY OF PAaM SPRINGS, CALIFORNIA ATTEST: City Manager City Clerk (Seal)4 I hereby approve the form and legality of the foregoing Fifth Amendments to the Agreement this /6 day of 1975. Raymond E. Ott City Attorney By DESERT_ 1OSPITAL DISTRICT 01 ^ esident Board df Dlrect6 ATTEM1 . t (S'&J.} �y I hereby approve the form and le ality of the foregoing Fifth Amendments to the Agreement this J � day of �t;y.L , 1975. F. Gillar BoYA, Jry� District gotinsel fr y By / v /li'' � �G {J��li+ d ; Approved by the City Council by Resolution No, 11403, 4-16-75 -2- i � RESOLUTION NO. 11403 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING FIFTH AMENDMENT TO JOINT POWERS AGREEMENT, CREATING THE DESERT HOSPITAL AUTHORITY, BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT. WHEREAS, on December 19, 1966, the City entered into a joint powers agreement with the Desert Hospital District, to create the Desert Hospital Authority for the purpose of issuing bonds in order to carry out the purposes specified in said Agreement; and WHEREAS, amendments to said Agreement were adopted by the parties thereto dated October 28, 1968, April 10, 1972, October 13, 1972, and January 31, 1973; and WHEREAS the City and Hospital District are desirous of making certain "fifth amendment'! to said Agreement by adding a new Section 19-to -said Agreement-; and WHEREAS the City Council has reviewed the proposed amendments; NOW THEREFORE BE IT RESOLVED that the City Council of the City of Palm Springs has hereby approved the "Fifth Amendmentrto•;Joint Exercise of Powers Agreement, creating the Desert Hospital Authority" dated April 18, 1975. ADOPTED this 16th day of April 1975. AYES: Councilmen Garcia, Schlecht and Mayor Foster NOES: Councilman Field ABSENT: None ABSTAIN: Councilman Beirich ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By /s/ J. Sumich /s/ Donald A. Blubaugh Deputy City Clerk 4 City Manager REVIEWED & APPROVED XC D 12b (Office Use Only) � Y JOINT POWERS AGREE ENT INITIAL NOTICE TO THE SECRETARY OF STATE FILE NO. AS TO A JOINT POWERS AGREEMENT END0 r F L L ,. Notice is hereby given to the Secretary of State In the u flce of pie Sucrelu y of u"rate pursuant to Sections 6503.5 or 6503.7 of the w 6niro of {dptornru Government Code as to the existence of a joint powers agreement providing for the creation of an EDMUN O, 'RO N Jc, Seereta / agency or entity which is separate from the parties BY JAE MS PIA ryof ato P kRiS i to the agreement and is responsible for the De u administration of the agreements. The following information as to the agreement is set forth: (File Stamp) (a) The public agencies parties to the agreement are: (1) City of Palm Springs, a municipal corporation of the State of California (2) Desert Hospital District, a body corporate and politic of the State of California (3) (4) (If more space is needed, type "continued" in (4) and attach a separate sheet to this form) . (b) The name of the agency or entity created under the agreement and responsible for the administration of the agreement is: Desert Hospital Authority Mailing Address: P. O. Box 1627 Palm Springs, California 92262 (c) The date upon which the agreement became effective is: December 19, 1966 (d) A condensed statement as to the purpose of the agreement or the powers to be exercised is: `20 acquire, construct, ma�.ntain, operate and lease property, both real and personal, within the Desert Hospital District. FORM JP-1 ik.- j" -; ''.' i,-? i!_) �,II rP d 1973 (e) Amendments, if any, state brief description: Amendments dated October 28, 1968; Second Amaandmants dated April 10, 1972, Third Amendments dated October 13, 1972 and Fourth Amendments dated January 31, 1973 (f) The short title of the agreement, if any, is: Joint Exercioe of powers Agreement Between the City of palm Springs and the Desert Hospital District creating the Desert Hospital Authority S/ Frank B. Todd (Signature) Frank B. Todd, Secretary (Type name and title of signer) INSTRUCTIONS: 1. Mail this' form to Secretary of State, Ill Capitol Mall, Sacramento, California 95814. 2. Include a remittance payable to "Secretary of State" for filing fee of $S.00. 3. If additional copies of this form are sent with the original, the copies will be file-stamped and returned without additional charge. 4. Do not attach a copy of the Agreement and/or Amendments of the Agreement. # N � ' FOURTH AIA2EWMENTS TO JO_N DESERT HOSPITAL AUTHORITY - 4th POWERS AGREaNIENT BE WEEN _ amend ment to PALM SP= TT-NGS A:i-D DESERT F70SP AGREEMENT #492 CRE,ATILiG THE DESERT HOSP=TA Res #10585, 1-31-73 These Fourth i- nendments dated 197_t l / are to the Agreement hereinafter specified, by and between "he Citv cf Palm Springs , a raunicioelcorporation of the State of California hereinafter called "City") , and the Desert Hospital District, a body corporate and politic of the State of Cali- -rornia (hereinafter called ":District") ; W I T H E S S E •T H WHEREAS , the City and District have heretofore entered into that certain agreement entitled ",joint Exercise of Powers Agreement Between the City of Palm Springs and the Desert Hospital District Creating the Desert Hospital Authority" dated December 19, 1966; and WHEREAS , amendments to said agreement were adopted by the parties thereto dated October 28, 1968; and WHEP.aAS , Second Amendments to said Agreement were adopted by the parties thereto dated April 10, 1972; and WHEREAS , Third Amendments to said agreement were adopted by the parties thereto dated October 13, 1972; NOT,v, THEREFORE, the City and District for and in consideration of the mutual promises and agreements herein contained do hereby agree to amend said Joint Powers Agreement as follows .- Section 1. Section 2 of the agreement, as amended April 10, 1972, by the Second Amendments shall be amended to read as follows ;: Section 2 Term. 'Phis Agreement shall become effective as of the date hereof and shall continue in :Full force until .rescinded or terminated by agreement by the parties pursuant "to Section 6510 of 'the Government Code ; provided, however, t:nzs Agreement shall not be terminated until such time as all revenue bonds herein provided for and issued pursuant hereto and "the interest thereon shall have been paid in full or adequate provision for such payment shall January 18 . 1973 i r � I have been made as set forth in the proceedings for the issuance "thereof. It is hereby agreed by the parties hereto that the City shall have no responsibility for the payment of all or any part of the bond obligation provided for herein. Section 2. The last sentence of Section 4 as amended October 13, 1972, shall be amended to read as follows : Four million. dollars (14, 000, 0001 of said issue or issues shall be limited to acquisition and development of real property contiguous to the present Hospital site owned by the Desert Hospital District and bounded by the center lines of Tachevah on the South, Indian Avenue on the West and Paseo El MAW& on the North but the remaining $2, 500, 000 of authorized but unissued bonds may be used for the purpose ofI;acquiring and constructing hospital buildings and facilities and appurtenances necessary or convenient therefore within the Desert Hospital District. Section 3. Section 6 of the Agreement shall be amended to read as follows : Section 6. Disposition of Assets. At the termination of this Agreement as set forth in Section 2 hereof, all property of the Authority both real and personal, including surplus money, shall automatically vest in District and shall thereafter remain the sole property of the District, and the appropriate officers of Authority and/or District shall execute and deliver to District a quitclaim deed con- firming title in District for -records purposes. Notwith- standing the provisions of the foregoing sentence, any property acquired by the Authority that is subject to the limitations of Section 4 requiring that the property be contiguous to the present hospital site owned by the Desert Hospital District and bounded by the center lines of Tachevah on the South, Indian Avenue on the West and Paseo El Mirador on the North, shall automatically vest in the City on such termination for use for eleemosynary purposes . Section 4. Section 19 and Section 20 in the Amendments to the Agreement dated October 28, 1968, and Section_ 21 in the Amen_ments to the Agreement dated October 13, 1972, shall be deleted in their entirety. IN WITNESS WHEREOF, the parties have caused these Amendments to the Agreement to be executed and attested 2. January 18, 1973 _ r ,� 1 by 'their proper officers thereinto duly authorized, and their official.. seals to be hereto affixed, as of the day and year first above ,written. THE. CITY OF PALM SPRZTIGS , CALIFORNIA Mayo ATTEST: Z F. D. Aleshire, City Clerk By _.. ._.. , (SEAL) . I hereby approve the form and legality of the -Foregoing Fourth Amendments to the Agreement this 3/.d. dwr of 197r . t-,R,Y_dOND E. OTT City Attorney � t F3y`--- efo." DESERT DISTRJCT )B ;� —�; L - Presdd�n' of Board of Dirk%tors 1 E5T- x TI -- Secretary I hereby approve the form and legality of tha foregoing Fourth Amendments to the Agreement this 23rd day of January , 1973 , F. GILL.AkR BOYD,,"JR, District Couhs=t By Approved by the City Council by Resolution Dio, 3 , RESOLUTION NO. 10585 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING FOURTH AMENbMENT TO JOINT POWERS AGREEMENT, CREATING THE DESERT HOSPITAL AUTHORITY, BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT. WHEREAS, on December 19 , 1966, the City entered into a joint powers agreement with the Desert Hospital District, to create the Desert Hospital Authority for the purpose of issuing bonds in order to carry out the purposes specified in said Agreement; and WHEREAS , amendments to said Agreement were adopted by the parties thereto dated October 28, 1968, April 10, 1972, and October 13, 1972; and WHEREAS, the City and Hospital District are desirous of making certain "fourth amendments" to said Agreement by modifying in certain respects Sections 2, 4 , and 6 of said Agreement; and WHEREAS, the City Council has reviewed the proposed amendments• and WHEREAS , Desert Hospital Board of Directors approved said fourth amendment at its regular meeting January 23, 1973; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Palm Springs has hereby approved the "Fourth Amendments to Joint Exercise of Powers Agreement, creating the Desert Hospital Authority" dated January 31, 1973, ADOPTED this 1st day of January , 1973. AYES : Councilmen Foster, Garcia, Purcell, Schlecht and Mayor Wief els NOES : None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA F. D. ALESHIRE City Clerk By Sumich /sl F.D. Aleshire Deputy City Clerk City Manager APPROVED AS TO FORM CONTENTS APPROVED ty Attorney Date /— z y-73 Date 16 I DESERT HOSPITAL AUTHORITY 3rd Amendment to AGREEMENT #492 Res #10477, 10-13-72 "'Ze .IJ ..... .. .......... 3' 2' zz. I 4o'L�' —P r� 0 o I 91 t' lz �11 f j F!. 4 �d, f cz .' 0 .. i, _ 'i - . ,.,ter .......J i a WWI W Thm UIRMOU DOW:= W ano an mum smucs. 10=0 Goal! W TWItas `.`'.-`� an"ARIA01" no! 'Its vp�' Nmm i`�'-') Eonpilvml Fowl mcm A W Can 'Qu0m; it. Otto, ronsm! �91 -VI Oy GOACTIng too unzof"' to to Dim bovinny oustbal 3. 0000nn 21 ChmIl on UN& tQ -2",c QM95020AY Tu ao Musu WASMOVA Mad"', TATIfun AnUmus "evomant IA' intionanso "'Too. usiMmUng. aak W"PiQU nuo'-I , (""'Rxavy Cy! WISOWSKY . its p; MIAKTIO in Movan POWs w on Humo onym thst-� Motion W, ""'.Atl; MAE; VVINIUMmal to ba WaM ynfcx-, MaVim. wun TOD Lint! TIN ,,OVA.. Law Maxim YTUA'� SQ9,50u,M) 7 Pr,ICAMI, 7-,-Yj"lito iced to to ROCCO in! LOA 9W OWSTUMMY $1,000'wfo ywoust MOKUT Wyymv QNSIC.1 10 was 20 on 000HOU H Luton,"", 3-'3 bj Loin ' IMSM 1W,J the 1'v1suenjol to W OZOMMI W nstnctc�. revounims. an uson PUSH! Spriv to me %evelo a WINK, 00 of too Ony etc YeEr'; first Mown 0120han, Wx City Q.q' 1, .Q hernhy plynnva the fuzu nad inqLAAQ cZ the farm- YoAng Third wenvornm to W 2''_S Qvv 0j'_" Dy As 2 e 4 a A Qrayy appXoVe the form and joyajiQ of Lho foraL, going WhIM Avend man le ho the Agmement We QjY_ lay M- �:W Son Y P. OxIbRR now, OR,, DIMAK W.—I Aoproved by the CKY Council ly � �� �*� ,_ _ �., , � _ _ c� -� ` — ,. ,� ���,?, .. , _.. . ,., 1 �� 5,; �,R'�- -,.:� �,•,. .. .� ,r - —. .�. �. � e � ,� ,, � i � � - � � r i � �� � - - � � �� � � 0 �f�''. � .,. - '. . ;. -:. ., � .. . _ i ., _.. ,. ,c _ _ � � _ , 1�_ - . o -,,., , . �..,� . -h �. r,vi ._. a _ .�..ri _� ... '.. ._, �. ` _ ., � t � � %" ti .>. t ... � , .rye _ d� ., -, � - l .. _. ._�1 .. ,. .,. - ,.. . RESOLUTION NO. 10477 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THIRD AMENIIiiYNT TO JOINT POWERS AGREEMENT , CREATING THE DESERT HOSPITAL. AUTHORITY, BETWEEN CHE C11Y OF PALL SPRINGS AND THE DFSERT HOSPITAL DISTRICT , i WHEREAS, on December 19, 1960 , the Cii-y entered into a "ie= powers agreement with the Desert. Hospital District, to create. the Desert Hospital Authority for the purpose of issuing bonds in order to carry out the purposes specified in said Agreement; and WHEREAS amendments to said agreement were adopted by the parties thereto dated October 28, 196B and on ,April 10, 1972; and WHEREAS, the City and Hospital District are desirous of making third am^ndment to said Agreement, to provide for an increase in the authorized bonded indebtedness from Five Million Five Hundred Thousand Dollars ($5,500,000. ) to mine Million Five Hundred Thousand Dollars ($9,500,000. ) ; saidissue or issues to be limited to acquisition and development of real property contiguous to the present hospital site owned by the Desert Hospital District and bounded by the center , lines of Tachevah on the South, Indian Avenue on the West and Paseo E1 Mirador on the North; and WHEREAS, the City Council has reviewed the proposed amendments , NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Palm Springs does hereby approve amendments to Joint Exercise of Pothers Agreement between the City and the Desert Hospital District, creating the Desert Hospital Authority, dated October 13, 1972. ADOPTED this larh day of October 1972. AYES : Councilmen Foster, Purcell., Schlecht Mayor WieFels NOES: None ABSENT: Councilman Garcia ATTEST: CITY OF PALM SPRINGS , CALIFORNIA, F.D. ALESHIRE City Clerk By SQ. Sumich SIP. D. Aleshire Deputy City Clerk City Manager APPROVED AS TO FORM: CONTENTS APPROVED: City%Attorney Date /O- s Desert Hospital Authority 2nd amend to AN #492 Res #10297, 4-10-72 NORPTTM KAMM.? CWT at Mika 101:111YE5, n MOMMYS! Thato eviley "City") the Mazy MCPSOMI Dintriat, a NOT CarpownN lad PUM0 ag two ntnta of CaMovain anTISS 17 T 10 if if 13 13 it I I awmaKa? Sho that owntala agawnsut entitine "WoUt 02 VaTezu Qwwannt Berwace ths City OZ PON S"ninvA 013 KV, Dupont uawplwaz District Czynting the Man, Ewspitz'''I Q maim S'Yongep� news avonvezf� Q Q 'I city aggsanwn% "t, the city rat MUrAnt Mr no, powissa nun ags"Y"Onon hvr"2 awaPe 506 SOM nnrw Agriumew'- 800Mn 1. ale vowth reUMA Aa too anarvasats Q,� Me agwaament Acted 0061acy 2T, Mus, addMano end bod anpowity, va, ME the 1SIMM21 M %Mvs 12221 nA Ua KnvIQ',, ant Ongety Mda Hall naQ aVply u= Lo Malloa ry ha asussmary in ardor to Mnnbl, the Djy57jpv tn ljnmas'�_. waajajo to be the 11120104 OKI= tM ths Oewtiao S2262; azN aelsted Sn Me antirsty, Section 2. Section 2 01 the agreemant datea DoCambar 19, 1966, shall be umenCea to ryad as follous- Section 2. Term. ThiS Agreement shall become y2fective rag of tho Ma hermaJ," i,lxdas shal-, Oantivae in full 2aKco and offna"'t Or a period of fifty ya- th, C,t, h.... and shall not be terminatea until such time as all revenue Weds herein provided Or W issued prrouant,-, hOrW aad the interest thereon shall have beaa pajC-, in full or adequate provision fu-- have %On made as Hat NEW in the prone,wings for Ah(:,' isonanoc thexe&.. �L, , F�:Tze�d partiez-' hersou that the City shall have no zesponsibility the payment of all Or any pa,o f the b,,d Providea Or howeW I� Mop, the Pontiac heroin boys wasm thena owunha Amandmanho to the pgrawynt to be and a0han"03 by thnir px0par owgiaoxy tharounim duly aunhaVead. and thnin official SeW <0 to hwely IRZAvmc� 0A year Mst chavc SwUhnn- My opplues, h. P 011Y T� 2100hire, city lagavAg of the Kra- qviag 13000". on the Agreomart TKU RAIMOND E. OTT City Murngy, 77- , C!, 9 I awli L , "WO ', 7 65" B Kir -fcL-Lx,--,.,,, and ingaill; 09 favagnIST AWSK AnonswenM to tho wyn. on. DISVIInt couyvz; ,i:r",- S J PC' G AFMOVED BY TE2 CL2Y COILI-RCIL BY -ms. RESOLUTION NO. 10297 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING SECOND AMENDMENT TO JOINT POWERS AGREEMENT, CREATING THE DESERT HOSPITAL AUTHORITY, BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT, WHEREAS on December 19, 1966, the City entered into a joint powers agreement with the Desert Hospital District, to create the Desert Hospital Authority for the purpose of issing bonds in order to carry out the purposes specified in said Agreement; and WHEREAS amendments to said agreement were adopted by the parties thereto dated October 28, 1968; and WHEREAS the City and Hospital District are desirous of making second amendments to said Agreement, to delete reference to Section 32221 of the Health 9 Safety Code and to extend the term of the authority from the initial thirty-five years to fifty years; and WHEREAS the City Council has reviewed the proposed amendments, NOW THEREFORE BE IT RESOLVED that the City Council of the City of Palm Springs does hereby approve amendments to Joint Exercise of Powers Agreement between the City and the Desert Hospital District, creating the Desert Hospital Authority, dated April 10, 1972. ADOPTED this loth day of April , 1972. AYES: Councilmen Foster, McCoubrey, Pitts, Purcell & Mayor Wiefels NOES: None ABSENT: None ATTEST': CITY OF PALM SPRINGS, CALIFORNIA F.D. ALESHIRE City Clerk By S/ J. Sumich S/ F.D. Aleshire Deputy City Clerk City Manager APPROVED AS TO FORM: CONTENTS APPROVED: I Ci y Attorney JJ Date Date G Wn 01111 mcquaws OR too ovate of wassusu (1was1ummist qqlacd Mao too MOW? Vol urwZvymjyj :no qcaQj,2 'D", LOAM" A toviliticile Ain' t Why maw WIMINCH paw hamox"Aw omvrns":� We MY nD6 W"", 01,101 11KY10%;K; alk vZONY& no 00 W! !on 4061001 CA 0,17 Mac: ""'t) whows!"y 'ANA hn synana'..' ANGS oW �, �- � �� _ , . ec: ,.y' <�y. . , . ._ �� �,�,.? ,. _ - .. .,_. ,... , . . . _ _ . - OWN "M WOWMA nix U14 in '31, far,0050 A"n X; 4 20 10 Nalraz 153,03w,M) " 010 n� A "Woul is Own An am Asompohn M SOME= U WWI NO W-10,7W bo RTM3 QG Kovno u"AhAr, nal V171000101na too wovan "Omni! ha YbUdus , 10, an Arnaw" Twnw a0l W Maumal two wMASO Unn AVITIA An honnouny DID LIMMAcy .. -. � � r .� ,. :�r-. . �.,. � -. . . . . � _ ��.. �. -__ i f _, i .,� ...v, i;. �� _ _ . - ' ' x ' *1� i i 1 MEOW cr��l Qj HVIAM DMAMAMI; 210 Tan yovywMA UAKI. Otto Lo.sw Now sold 01WAVOW, III an"w"s,13- 111-1 Los 10VU3 AlWyAor'l An Sm Wilf 3004sw nj goal! sa PjAud to YAS 11"An tinsw% pan nnv�J Q) LI ov? Adsatuni oat AnwAs sa Otto jMWxWUL Flo. W mot f'Kh in sausics 19 Unwas 10611, or: too Pnoyesca cot angibsy"; is wArYS"i to ta ho lowund Inkya Mkot 2nall U0% assoms W Wn Mygnoyann a AMS of Txv IAA!Aw�� clan Wassal Thossens 740000 WISH to TOD ciao squawn.0- City Mozaq� h r t r 1 I� RESOLUTION NO. 17324 RESOLUTION OF THE CITY OF PALM SPRINGS APPROVING THE TERMINATION OF THE JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT CREATING THE DESERT HOSPITAL AUTHORITY WHEREAS, the City of Palm Springs (the "City") , a f municipal corporation of the State of California, and the Desert Hospital District (the "District") , a body, corporate and politic of the state of California, in order to provide for the development of certain health facilities in this City of Palm Springs, entered into an agreement entitled "Joint Exercise of Powers Agreement Between the City of Palm Springs and the Desert Hospital District, " dated December 19 , 1966, as amended on a number of subsequent dates (the "Agreement") ; WHEREAS, Section 2 of the Agreement provides that, if all revenue bonds provided for and issued pursuant to the Agreement shall have been paid in full, or adequate provision for such payment shall have been made, then the Agreement may be rescinded or terminated by agreement of the City and the District; WHEREAS, the Desert Hospital Authority (the "Authority") , the public entity created by the Agreement, has previously issued its $3, 000, 000 Revenue Bonds, dated as of June 1, 1967, its $4 , 000, 000 1973 Revenue Bonds and its $15, 000, 000 1977 Lease Revenue Bonds (collectively, the I :J 0 Resolution No. 024 • "Bonds") , all as provided for and issued pursuant to the Agreement; WHEREAS, the District intends to provide for the defeasance of the Bonds by depositing with the trustees for the Bonds monies sufficient to pay the entire indebtedness of the Bonds as they become due; WHEREAS, at the termination of the Agreement, all property of the Authority, both real and personal, shall automatically vest in the District; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Palm Springs as follows: Section 1. The forms, terms and provisions of the Termination Agreement dated November S, 1990, by and between the District and the City, be and they hereby are approved and the Mayor is hereby authorized and empowered to execute and the City Clerk is hereby authorized to attest and deliver, the Termination Agreement, in substantially the form presented to and considered at this meeting with such changes as the City Attorney shall deem appropriate and in the best interests of the City, as conclusively evidenced by execution thereof. _2_ Resolution No. 17324 Section 2 . The City Manager and the City Attorney 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 may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the document referred to herein. PASSED AND ADOPTED this 30th day of October, 1990. AYES: Councilmembers Hodges, Murawski , Neel and Mayor pro tem Broich NOES: None ABSENT: Mayor Bono ATTEST: CITY OF PALM SPRIGNS, CALIFORNIA _City Clerk ,City Manager Reviewed A Approved I i li i -3- li 0 RESOLUTION NO. 9353 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING AMENDMENT TO JOINT POWERS AGREEMENT, CREATING THE DESERT HOSPITAL AUTHORITY, BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT. WHEREAS on December 19, 1966, the City entered into a joint powers agreement with the Desert Hospital District, to create the Desert Hospital Authority for the purpose of issuing bonds in order to carry out the purposes specified in said Agreement; and WHEREAS the City and Hospital District are desirous of amending said Agreement to enable said Authority to issue additional bonds in order to construct additions and improvements to the hospital facilities serving the City and the District and to be financed and constructed by the Authority; and WHEREAS the City Council has reviewed the proposed amendments, NOW THEREFORE BE IT RESOLVED that the City Council of the City of Palm Springs does hereby approve amendments to Joint Exercise of Powers Agreement between the City and the Desert Hospital District creating the Desert Hospital Authority. ADOPTED this 28th day of October 1968. AYES: Councilmen Foster, McCoubrey & Pitts NOES: None ABSENT: Councilman Selig & Mayor Wiefels ATTEST: CITY OF PALM SPRINGS, CALIFORNIA F.D. ALESHIRE City Clerk By S/J. Sumich S/F. D. Aleshire Deputy City Clerk City Manager APPROVED AS TO FORM: CONTENT APPROVED S/F.Metheny �, City Attorney Date Date 10 --1-s- 6 6 16-B CITY (#AIM SPRINGS & DESERT 110SP. DISTRICT - Desert Hospital Author- i,ty. AGREUIENT 1r492 Jai adopted by Council 12-12.-1=to JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND THE DESERT HOSPITAL DISTRICT CREATING THE DESERT HOSPITAL AUTHORITY THIS AGREEMENT, dated 2�&Ae.) / 9 , 19 6 �, , by and between the CITY OF PALM SPRINGS, a municipal corporation of the State of California (hereinafter called "City") , and the DESERT HOSPITAL DISTRICT, a body corporate and politic of the State of California (hereinafter called the "District") ' W I T N E S S E T H a ^�) WHEREAS , the City, pursuant to Title 4, Division 3 , Part 2 , Chapter 5, Article 8 of the Government Code of the State of California (commencing with Section 37650 thereof) and the District, pursuant to Division 23 of the Health and Safety Code (commencing with Section *� 32000 thereof) are each empowered to acquire sites for and to acquire, construct, maintain, operate and lease hospital buildings or other buildings with facilities and appurtenances necessary or convenient therefor; and WHEREAS , the City and the District are of the opinion that there should be acquired or constructed within the City and the District facilities for the foregoing purposes ; and WHEREAS , said facilities will serve and be of benefit to the inhabitants of the City and of the District ; NOW, THEREFORE, the City and the District, for and in con- sideration of the mutual promises and agreements herein contained do agree as follows : RECORJEJ OnT JUL'Y 14, 1967, as Instrument 'Yo. 60963, Riverside County, California Section 1. Purpose . This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7 , Title 1 of the Government Code of the State of California (commencing with Section 6500, hereinafter called "Act") relating to the joint exercise of powers common to public agencies , in this case being the City and the District. The City and the District each possess the powers referred to in the recitals hereof. The sole purpose of this Agreement is to initiate the exercise of such powers to acquire, construct, maintain, operate and lease a three story addition to the existing Desert Hospital facilities including one hundred and eight (108) new beds , a central sterile supply area , a pharmacy, a general stores area , an expanded clinical laboratory and a radio isotope laboratory. (Said site and said buildings with said facilities and appurtenances are herein re- ferred to as "Site", as described in Section 7, and "Building", as described in Section 7, respectively, and are collectively referred to as "Project") . Such purpose will be accomplished and said common powers exercised in the manner hereinafter set forth. Section 2 . Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of thirty five (35) years from the date hereof and shall not be terminated until such time as all revenue bonds herein provided for and issued pursuant hereto and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof; provided, however, that: (i) if said revenue bonds have been paid in full or adequate provision for such -2- payments has been made in accordance with the proceedings for the issuance thereof, this Agreement shall automatically terminate, and (ii) this Agreement shall terminate three (3) years from the date hereof in the event no revenue bonds shall have been issued on or before said date . It is hereby agreed by the parties hereto that the City shall have no responsibility for the payment of all or any part of the bond obligation provided for herein, Section 3 . Authority. A. Creation of Authority. Pursuant to Section 6506 of the Act, there is hereby created a public entity to be known as "Desert Hospital Authority" (hereinafter called the "Authority") , and said Authority shall be a public entity separate and apart from the City and the District. B. Governing Board. The Authority shall be administered by a governing board of three (3) members , each serving in their individual capacities as members of the governing board. Each member shall be appointed by the Board of Directors of the District subject to the approval of the City Council of the City. Such governing board shall be called the "Governing Board of Desert Hospital Authority" . All voting power shall reside in the governing board . All members of the governing board are to be electors of the District. Members of the governing board shall serve for a four (4) year term; provided, however, initial appointments shall be for a staggered period to assure continuity as follows : the District shall appoint one (1) of its initial members for two -3- • • - 1 (2) year terms and the other two (2) initial members for four (4) year terms . The initial term of all members shall be deemed to commence on the execution of this Agreement . Members of the board shall serve at the pleasure of the appointing body and until their respective successors are appointed and qualified. C . Meetings of Governing Board . (1) Regular Meetings . The governing board of the Authority shall provide for its regular meetings ; provided, however, it shall hold at least one regular meeting each year. The date, hour and place of the holding of the regular meetings shall be fixed by resolution of the governing board and a copy of such, resolution shall be filed with each party hereto, (2) Ralph M. Brown Act . All meetings of the governing board of the Authority, including, without limitation, regular, adjourned regular and special meetings , shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code) . 3 . Minutes , The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular and special meet- ings of the governing board and shall , as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board and to the City and to the District . -4- (4) Quorum. A majority of the governing board of the Authority shall constitute a quorum for the transaction of business , except that less than a quorum may adjourn from time to time ; provided that the affirmative vote of at least two (2) members of the governing board shall be required for the approval of any resolution as to which action of the governing board is required . D. Officers . The District shall appoint the Chairman of the governing board of the Authority for the first year of its operation and thereafter said board shall elect its Chairman. Said governing board shall elect a Vice-Chairman. Said governing board shall also appoint a Secretary who may but need not be a member of the governing board. The Treasurer of the Authority shall be the duly appointed and acting Treasurer of the District serving ex officio as Treasurer of the Authority and the Auditor of the Authority shall be the duly appointed and acting Auditor of Riverside County serving ex officio as Auditor of the Authority to the extent that: the duties do not cause a conflict . The attorney for the Authority shall be the duly appointed, qualified and acting attorney for the District, or his duly authorized deputy, serving ex officio as attorney for the Authority. The attorney for the 'District or his designated deputy shall attend all meetings of the governing board, but his absence shall not affect the validity of any meeting. In the event of any conflict between the District and the Authority, the Authority may, with the prior consent of District, appoint other officers, including, -5- without limitation , the offices of Treasurer, Auditor and Attorney, to represent the Authority in such matter. The governing board shall have the power, with the prior consent of District, to appoint and employ such other officers , employees , consultants , advisors and independent contractors as it ma.y deem necessary„ E. Rules . The governing board of the Authority may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as may be required. Section 4. Powers . The Authority shall have the powers common to City and 'District set forth in Section 1 of this Agreement, to wit-. acquiring a site for and acquiring, constructing, maintaining, operating and leasing hospital buildings and facilities and appurtenances necessary or convenient therefor (hereinafter referred to as "common powers") as limited herein . The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of said common powers for said pur- pose , including, but not limited to, any or all of the following: to make and enter into contracts, to employ agents and employees , to acquire , construct, manage, maintain and operate any buildings , works or improvements , to acquire, hold or dispose of property within the County of Riverside , to lease the Site and Project or any part thereof, to incur debts , liabilities or obligations which do not constitute a debt, liability or obligation of the City or the 'District, and to sue and be sued in its own name , -6- Such powers shall be exercised in the manner provided in said Act, and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed upon the District in the exercise of similar powers , The Authority may also issue revenue bonds , not to exceed a total of three million dollars ($3 ,000,000.00) pur- suant to Article 2 , Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6540, hereinafter called "Bond Act,") and any other applicable laws of the. State of California . Section. 5 . Fiscal Year. For the purposes of this Agreement, the term "fiscal year" shall mean the fiscal year as established from time to time by the District, being, at the date of this Agreement, the period from July 1 to and including the following June 30, Section 6 . Disposition of Assets , At the end of the term hereof or upon the earlier termination of this Agreement, as set forth in Section 2 hereof, all property of the Authority both real and personal, including surplus money, shall automatically vest in District and shall thereafter remain the sole property of the District, and the appropriate officers of Authority and/or District shall execute and deliver to District a quitclaim deed confirming title in District for record purposes . -7- Section 7 . Acquisition of Land and Ground Lease . The Site shall constitute the site of the present Desert Hospital District and the present hospital building thereon. The Site is owned in fee by the District. The description of the Site is shown on Exhibit A, attached hereto and made a part hereof. The District shall lease: the Site to the Authority by means of the Ground Lease for a term that ends at the same time as this Agreement for an advance rental of one dollar ($1. 00) . Section 8 . Plans and Specifications , The District has employed architects for the Project who have designed an addition to the present hospital building (herein sometimes called "Building") and said architects are hereby approved by City. The City has approved the general concept of the Project and retains the right to approve the final plans solely for the purpose of determining that such plans do not exceed the additional facilities and cost therefor as provided in this Agreement„ District shall cause such architects to prepare plans and specifications for the con- struction of the Project and to provide: general administrative supervision of the construction and periodic inspection of the work. The Authority shall, when it has funds available therefor, reimburse the District for all costs and expenses incurred in connection. with, the preparation of said plans and specifications from the proceeds of the revenue bonds , Section 9. Construction of Project. The District, as agent for Authority, shall contract for the construction of the Project and carry such construction -8- through to completion. Authority shall pay or reimburse, as the case may be , District for costs incurred and payments made by District in connection with such construction. District shall let the construction contract or contracts by competitive bidding, Such, construction contracts shall be let and adminis- tered and the work shall be performed in accordance with applicable standards in substantially the same manner and upon the same conditions as are normally followed by District in, constructing its own buildings , provided that in no event shall said contract or work conflict with applicable laws similarly applying to City in such areas . The trustee appointed pursuant to the Resolution for the issuance of bonds of the Authority shall administer the construction funds in accordance with the applicable procedures set forth in said Resolution approved by District. Such procedure shall provide, in substance, that District shall be paid on demand such amounts as it requires to meet construction payments a reasonable time prior to the time when such payments are due, upon such demand forms as District shall establish. Section 10 . Benefits to City and District from Project. Although, as set forth. in Section 12 hereof, the actual operation of the Project will be the duty of the District, the accomplishment of the Project by means of the steps set forth in this Agreement will benefit both the District and the City in a variety of 'ways , The City, although it possesses the power under Section 37650 et seq. of the Government Code to construct, finance and maintain a city hospital, has not up to the present time pro- vided any hospital facilities „ It has been unnecessary for the City of Palm Springs to provide hospital facilities in part because -9- of its location within the Desert Hospital District. The boundaries of the Desert Hospital District include the entire area of the City of Palm Springs as well as neighboring cities and unincorporated territory adjacent to the City of Palm Springs . The City of Palm Springs comprises approximately half of the assessment valuation of the Desert Hospital District. The facilities provided for herein are located within and will serve the residents of Palm Springs , Because of the increase in demand for hospital services and facilities within the City of Palm Springs and the adjoining area, it will be necessary to provide additional hospital facilities to meet the increased demand . The need for additional hospital services and facilities will best be served by an addition to the existing hospital facilities of Desert Hospital District by the accomplishment of the Project set forth in the Agreement. The Project will benefit the City of Palm Springs directly by providing adequate health facilities for all municipal employees , including the police and fire departments . The creation of an Authority to finance and provide a framework for cooperation in providing hospital facilities in the area will permit a closer coordination of City and District efforts to establish and provide the necessary adjoining facilities , such as the making of adequate provision for streets , on-street parking, sewers , drains , and similar facilities . -10- The use of , the Authority created by the present Agreement could result in significant advantage to the City and District in securing federal and other grants for the Project, since it will illustrate a cooperative regional solution to the problem of providing adequate hospital facilities in the entire Palm Springs area . Section 11 . Revenue Bonds . The Authority shall issue rev._nue bonds in accordance with the provisions of Article 2 , Chanter 5 , Division 7 , Title 1 of the Government Code of the State of California (commencing with Section 6540) for the purpose of exercising its power and raising funds necessary to carry out its obligations under this Agreement . The sale and issuance of such revenue bonds by the Authority shall be sold by competitive bidding or by private sale and said issue, for the purposes of this Agreement , shall be limited to three million dollars ($3 , 000 ,000 . 00) . Pursuant to Section 6551 of the Government Code , neither the City nor the District will be indebted , liable or obligated for any of the bonds issued by the Authority under this Agreement . The services of Bond Counsel, Financing Consultants and other consultants and advisors working on the Project and/or its financing shall be used by the Authority. The fees and expenses of such counsel, consultants and advisors shall be paid from the proceeds of the -revenue bonds and District shall be reimbursed from such proceeds for any portion of such fees and expenses which it has paid prior to the issuance of such revenue bonds . -11- Section 12 . Lease and Operation by the Districts The Authority established hereunder shall lease the Project by means of a financing lease, to the District for a term to end at the same time as this Agreement . This lease shall not result in a merger of the interest of the Authority under the. Ground Lease so long as any obligations of the Authority secured by the Bonds are outstanding. District shall pay rental in an amount which, together with other payments, if any, will be not less than the amount required by the Authority each year to discharge all of its debts and obligations , including, without limitation, payment of principal of, and interest on, its revenue bonds . The District shall operate and maintain, at its own cost and expense , the Project either acting on its own behalf or through any other public or private person, firm, partnership or entity in such manner as shall comply with any covenants which the Authority makes in the proceedings for the issuance of its revenue bonds . The District may in the appropriate circumstance when required hereunder° (a) make contributions from its Treasury for the purposes set forth herein, (b) make advances of public funds to defray the cost of such purposes , (c) make advances of public funds for such purposes , such advances to be repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other contributions or advances . The provisions of Government Code 6513 are hereby incorporated into this Agreement. Section 13. Accounts and Reports . To the extent not covered by the duties assigned to the Trustee, the Auditor of Authority shall establish and -12- maintain such funds and accounts as may be required by good accounting practice or by any provision of the Resolution for the issuance of bonds of the Authority. The books and records of the Authority in the hands of the Trustee or the Auditor shall be open to inspection at all reasonable times by representatives of the City and the District. The Auditor of Authority, within 120 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the City and to the: District to the extent such activities are not covered by the report of the Trustee . The Trustee appointed under the Resolution for the issuance of bonds of the Authority shall establish suitable funds , furnish financial M reports and provide suitable accounting procedures to carry out the provisions of said Resolution. Said Trustee may be given such duties in said Resolution as may be desirable to carry out this Agreement. Section 14. Funds . Subject to the applicable provisions of the Resolution for the issuance of bonds of the Authority, which may provide for a trustee to receive , have custody of and disburse Authority funds , the Treasurer of the Authority shall receive , have the custody of and disburse Authority funds (i) pursuant to the accounting procedures developed under Section 13 hereof, and (ii) as nearly as possible in accordance with normal District procedures , shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. -13- Section 15. Notices . Notices hereunder shall be sufficient if delivered to: City - City Clerk, City Hall, Palm Springs , California District - Secretary of the Board of Directors of Desert Hospital District, Desert Hospital, Palm Springs , California. Authority - Secretary - At such address as Authority shall designate for such purpose , Section 16 . Miscellaneous „ The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed , To preserve a reasonable degree of flexibility, many parts of this Agreement are stated in general terms , It is understood that there will be operating memoranda executed and amended from time to time which will further define the rights and obligations of the parties . Section 17 , Partial Invalidity, If any one or more of the terms , provisions , promises , covenants or conditions of this Agreement shall to any extent -14- e be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction each and all of the remaining terms , provisions , promises , covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent per- mitted by law. Section 18 . Successors . This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed , as of the day and year first above written. THE CITYrOF;PALM SPRINGS, CALIFORNIA By "f _MAYORS ATTESTo F. D. ALESHIREE,City Clerk By �✓ �' "' (Seal) I hereby approve the form and legality of the foregoing Agreement this z day of �f �, , � r 19 /Z FRED R. METHENY City Attorney BY ��:, �rl ,.1�• r -15- s • i . DESERT HOSPITAL DISTRICT — �-------- — '— BY ✓ =. .�� President of the Board of Directors ATTEST- Asst. Secretary o t e Bard ot Directors "--(a_eal) I hereby approve the form and legality of the foregoing _Agreement this day of fl a'-, u< 19 � ? F. GILLAR BOYD, JR. District Counsel By -16- r` STATE OF CALIFORNIA ) ss . COUNTY OF RIVERSIDE ) q On this /y L�day of /J cc- I-� _U/ in the year 19 6, 6, before me, the undersigned , a Notary Public , State of California, duly commissioned and sworn, personally appeared ��,r,zi , known to me to be the Mayor and known to me to be the City Clerk, respectively, of the City of Palm Springs , a municipal corporation, that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to a resolution of the City. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Z - s OFFICIAL SEAL Notary I[Oblic, State of California / MARGARET E. BLYTHE MARGARET E. BLYTHE NOTARY PUBLIC CALIFORNIA PRINCIPAL OFFICE IN MY Commission Expires Dec. 2$, 1969 M commission RIVERSIDE COUNTY = y commsson expires (Notarial Seal) -17- y � STATE OF CALIFORNIA ) ss . COUNTY OF RIVERSIDE ) On this aday of December in the year 19 66 , before me, the undersigned, a Notary Public, State of California, duly commissioned and sworn, personally appeared Kenneth. B. Kirk , known to me to be the President of the Board of Directors , and Elsie M. Cromwell known to me to be Asst. the/Secretary of the Board, respectively, of the Desert Hospital District, a public corporation, that executed the within instrument, and known to me to be the persons who executed the within in- strument on behalf of said public corporation therein named, and acknowledged to me that such public corporation executed the within instrument pursuant to a resolution of the Board of Directors of said Desert Hospital District. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. Notary Public, State ot California E. h w M commission expires ,J G1�,"J7,nS" p4:BLh;-:Ft.IFS>8N9a y Al ���9 (Notarial Seal) -18- w ��