Tulare Local Health Care District Board of Directors Special Meeting Agenda Thursday, September 1, 2016 Board Convenes at 5:00 p.m. Evolution’s Fitness & Wellness Center Conference Room 1425 E. Prosperity Ave. Tulare, CA 93274 I. CALL TO ORDER - Chair of the Board II. CITIZEN REQUESTS/PUBLIC COMMENTS - III. Pursuant to Government Code section 54954.3(a), public comment at special board meetings is limited to those items described on the agenda for such meeting. OPEN SESSION AGENDA A. Board of Directors Update / Action Items 1. Loan from Bank of Sierra – Board Chair Approval of loan from Bank of Sierra in the amount of $800,000 and the related resolutions as set forth in Exhibit A and incorporated herein by this reference. Proposed Action: Approval of loan from Bank of Sierra and resolutions set forth in Exhibit A. 2. Percutaneous Coronary Intervention (PCI) program – Alan Germany Discussion of the new PCI program to perform cardiac interventions. Proposed Action: None. IV. SUSPEND OPEN SESSION - ADJOURN TO CLOSED SESSION V. CLOSED SESSION A. Conference With Legal Counsel Significant exposure to litigation pursuant to Subdivision (d)(2) of Government Code section 54956.9: - One (1) potential action VI. ADJOURN CLOSED SESSION/RECONVENE OPEN SESSION -Public report of action taken in closed session, pursuant to Government Code section 54957.1 Board of Directors: Sherrie Bell Chairman and President Parmod Kumar, MD Vice Chairman Richard Torrez Treasurer Linda Wilbourn Board Member Laura Gadke Board Member Tulare Regional Medical Center is a Division of Tulare Local Health Care District NOTICE TO THE PUBLIC Tulare Regional Medical Center does not discriminate against any person on the basis of gender, religion, race, color, national origin, disability, or age in admission, treatment, or participation in its programs, services and activities, or in employment. For further information about this policy, contact: Bruce Greene of Baker & Hostetler LLP at telephone number (310) 442-8834 or by e-mail at bgreene@bakerlaw.com. PUBLIC COMMENT PERIOD FOR REGULAR MEETINGS At this time, members of the public may comment on any item of interest to the public that is within the subject matter jurisdiction of the Board (Gov’t Code, § 54954.3(a)). Provided, however, the Board shall not take action on any item not appearing on the agenda unless the action is otherwise authorized by law. Any person addressing the Board will be limited to a maximum of three (3) minutes so that all interested parties have an opportunity to speak. OPEN SESSION AGENDA ITEMS All writings, materials and information provided to the Board for their consideration relating to any Open Session Agenda item of the meeting are available for public inspection during regular business hours at the Administration Office of the District located at 869 Cherry Street, Tulare, California. CLOSED SESSION AGENDA ITEMS As provided in the Ralph M. Brown Act, Government Code §54950 et seq., the Board may meet in closed session with members of its staff, employees and its attorneys. These sessions are not open to the public and may not be attended by members of the public. The matters the Board will meet on in closed session are identified in the Regular Meeting agenda. Any public reports of action taken in the closed session will be made in accordance with Government Code § 54957.1. COMPLIANCE WITH ADA This agenda shall be made available upon request in alternative formats to persons with a disability, as required by the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132) and the Ralph M. Brown Act (Cal. Gov’t Cod. § 54954.2). Persons requesting a disability related modification or accommodation in order to participate in the meeting, should contact the Executive Office at (559) 685-3462, during regular business hours. Board of Directors: Sherrie Bell Chairman and President Parmod Kumar, MD Vice Chairman Richard Torrez Treasurer Linda Wilbourn Board Member Laura Gadke Board Member 609574445.4 I ll GOVERNMENTAL CERTIFICATE References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any Item above containing has been omitted clue to text length limitations. Entity: Tulare Local Health Care District Lender: Bank of the Sierra 869 North Cherry Street Tulare Office Tulare. CA 93274 246 Tulare Ave Tulare. CA 93274 I, THE UNDERSIGNED. DO HEREBY CERTIFY THAT: THE EXISTENCE. The complete and correct name of the governmental entity is Tulare Local Health Care District ("Entity"). The Entity is a governmental entity which is. and at all times shall be. duly organized, validly existing. and in good standing under and by virtue of the laws and regulations of the State of California. The Entity has the full power and authority to own its properties and to transact the business and activities in which it is presently engaged or presently proposes to engage. The Entity maintains an of?ce at 869 North Cherry Street. Tulare, CA 93274. The Entity shall do all things necessary to preserve and to keep in full force and effect its existence. rights and privileges, and shall comply with all regulations. rules. ordinances. statutes, orders and decrees of the Entity and any other governmental or quasi-governmental authority or court applicable to the Entity and the Entity?s business activities. CERTIFICATES ADOPTED. At a meeting of the appropriate governing body of the Entity, duly called and held on . at which a quorum was present and voting. or by other duly authorized action in lieu of a meeting. the resolutions set forth in this Certi?cate were adopted. OFFICIAL. The following named person is an Of?cial of Tulare Local Health Care District: NAMEE 101$ WEED Sherrie Bell Chalrmaanresident ACTIONS AUTHORIZED. The authorized person listed above may enter into any agreements of any nature with Lender, and these agreements will bind the Entity. Specifically, but without limitation. the authorized person is authorized. empowered. and directed to do the following for and on behalf of the Entity: Borrow Money. To borrow, as a cosigner or otherwise. from time to time from Lender, on such terms as may be agreed upon betWeen the Entity and Lender. such sum or some of money as in his or her judgment should be borrowed. without limitation. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Entity's credit accommodations. on Lender's forms. at such rates of interest and on such terms as may be agreed upon. evidencing the sums of money so borrowsd or any of the Entity?s indebtedness to Lender, and also to execute and deliver to Lender one or more renewals. extensions. modi?cations. re?nancings. consolidations. or substitutions for one or more of the notes. any portion of the notes. or any other evidence of credit accommodations. Grant Security. To mortgage, pledge. transfer. endorse. hypothecate. or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Entity or in which the Entity now or hereafter may have an interest, including without limitation all of the Entity's real property and all of the Entity's personal property (tangible or intangible). as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modi?cations. renewals. and extensions of such promissory notes). or any other or further indebtedness of the Entity to Lender at any time owing. however the same may be evidenced. Such property may be mortgaged. pledged, transferred. endorsed. hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred. or at any other time or times. and may be either in addition to or in lieu of any property theretofore mortgaged. pledged. transferred. endorsed. hypothecated or encumbered. Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust. pledge agreement, hypothecation agreement. and other security agreements and ?nancing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances. or any of them, are given; and also to execute and deIIVer to Lender any other written instruments. any chattel paper. or any other collateral. of any kind or nature. which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Negotiate Items. To draw. endorse. and discount with Lender all drafts. trade acceptances, promissory notes. or other evidences of indebtedness payable to or belonging to the Entity or in which the Entity may have an interest. and either to receive cash for the same or to cause such proceeds to be credited to the Entity's account with Lender. or to cause such other disposition of the proceeds derived therefrom as he or she may deem advisable. Further Acts. In the case of lines of credit. to designate additional or alternate individuals as being authorized to request advances under such lines. and in all cases, to do and perform such other acts and things. to pay any and all fees and costs, and to execute and deliver such other documents and agreements. including agreements requiring disputes with Lender to be submitted to binding arbitration for final resolution. as the Of?cial may in his or her discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Certificate. ASSUMED BUSINESS NAMES. The Entity has ?led or recorded all documents or ?lings required by law relating to all assumed business names used by the Entity. Excluding the name of the Entity, the following is a complete list of all assumed business names under which the Entity does business: None. NOTICES TO LENDER. The Entity will notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Entity's name; (8) change in the Entity's assumed business name(s): (C) change in the structure of the Entity; (D) change in the authorized signer(s); (E) change in the Entity's principal office address: (F) change in the Entity?s principal residence; or (G) change in any other aspect of the Entity that directly or indirectly relates to any agreements between the Entity and Lender. GOVERNMENTAL CERTIFICATE Loan No: 1019041001 (Continued) Page 2 CERTIFICATION CONCERNING OFFICIALS AND CERTIFICATES. The Of?cial named abova is duly elected. appointed. or employed by or for the Entity. as the case may be. and occupies the position set opposite his or her respective name. This Certi?cate now stands of record on the books of the Entity. is in full force and effect. and has not been modified or revoked in any manner whatsoever. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Certificate and performed prior to the passage of this Certi?cate are hereby rati?ed and approVed. This Certi?cate shalt be continuing. shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender at Lender's address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Entity's agreements or commitments in effect at the time notice is given. IN TESTIMONY WHEREOF. I have hereunto set my hand and attest that the signature set opposite the name listed above is his or her genuine signature. I have read all the provisions of Certificate. and I personally and on behalf of the Entity certify that all statements and representations made in this Certificate are true and correct. This Governmental Certificate is dated August 29, 2016. CERTIFIED TO AND ATTESTED BY: Sherrie Bell. ChairmaniPresldent of Tulare Local Health Care District NOTE: If the Of?cial signing this Certi?cate is designated by the foregolng document as one of the of?cials authorized to act on the Entitys behalf. It is advisable to have this Certi?cate signed by at least one non?authorized of?cial of the Entity. Lssaer. Val. 16.110315 Copr. USA Corporation 199?. 2015. Flights Reserved. CA Til-42225