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HomeMy WebLinkAboutRES 990608-H - Gtown Healthcare Syst BondsRESOLUTION NO. D oj% d7 �, ; ... • i 1 i t 1 1 i PROVIDING FOR THE ISSUANCE OF BONDS FOR GEORGETOWN HEALTHCARE SYSTEM, INC. WHEREAS, Georgetown Health Facilities Development Corporation (the "Issuer ") was created under the auspices of the City of Georgetown, Texas; and WHEREAS, a public hearing was held with respect to the issuance of bonds by the Issuer for the benefit of Georgetown Healthcare System, Inc. (the "Obligated Group Representative "); and WHEREAS, it is deemed necessary and advisable that this Resolution be adopted. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS, THAT: SECTION 1. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. The City Council hereby finds that this resolution implements the following policy of the Century Plan - Policy Plan Element: Health and Human Services Policy End 8.0, which states: "Comprehensive, affordable health and human services are available through public and private organizations. " and further finds that the adoption of this resolution is not inconsistent or in conflict with any other Century Plan Policies, as required by Section 2.03 of the Administrative Chapter of the Policy Plan. SECTION 2. The "Resolution of Georgetown Health Facilities Development Corporation concerning issuance of revenue bonds with respect to certain health facilities of Georgetown Healthcare System, Inc. and authorizing the execution and delivery of all financing documents relating to the issuance, sale, and delivery of such bonds, including an Indenture of Trust, a Loan Agreement, a Bond Purchase Agreement and other documents in connection therewith" in substantially the form and substance attached to this Resolution and made a part hereof for all purposes, is hereby specifically approved, and the Trust Indenture, Loan Agreement and a Bond Purchase Agreement described therein are hereby specifically approved, and the Series 1999 Bonds in one or more series in the maximum aggregate principal amount of $25,000,000 may be issued pursuant thereto for the purpose of financing and refinancing the costs of certain health facilities as described in said resolution, establishing a debt service reserve fund and paying a portion of the cost of issuance. J SECTION 3. The City of Georgetown hereby approves the issuance of the aforesaid Series 1999 Bonds in the maximum aggregate principal amount of $25,000,000 for the Obligated Group Representative, and further approves the Project as described in the Loan Agreement relating to the Series 1999 Bonds, and such approval shall be solely for the purposes of Section 147(0 of the Internal Revenue Code of 1986 and the City of Georgetown shall have no liabilities for the payment of the Series 1999 Bonds nor shall any of its assets be pledged to payment of the Series 1999 Bonds. SECTION 4. The Mayor is hereby authorized to execute, and the City Secretary to attest thereto this resolution on behalf of the City of Georgetown. SECTION 5. This resolution shall be effective immediately upon adoption. RESOLVED this 8th day of June, 1999. ATTEST: T CITY OF GEORGETOWN: Sandra D. Lee MaryEllen Kersh City Secretary Mayor APPROVED AS TO FORM: t/ ti _0 Marianne Landers Banks City Attorney own At 6cAre- 9'9*1d� P - =Resolution No. W10OS-9 Page 2 of 2' - PAAGENDA\99\GHFDC.WPD MAY -28 -99 1S =44 FROM :McCALL PARKHURST & HORTON ID:512 472 0871 rHtiG ai11 RESOLUTION OF GEORGETOWN HEALTH FACILITIES DEVELOPMENT CORPORATION CONCERNING ISSUANCE OF REVENUE BONDS WITH RESPECT TO CERTAIN HEALTH FACILITIES OF GEORGETOWN HEALTHCARE S'Y'STEM, INC. AND AUTHORIZING THE F— XECUTION AND DELIVERY OF ALL FINANCING DOCUMENTS RELATING TO THE ISSUANCE, SALE, AND DRLJVERY OF SUCH BONDS, INCLUDING AN INDENTURE OF TRUST, A LOAN AGREEMENT AND A BOND PURCHASE AGREEMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the Health Facilities Development Act, Chapter 221, Texas Health and Safety Code, as amended (the "Act "), empowers Georgetown Health Facilities Development Corporation (the "Issuer ") to issue revenue bonds on behalf of the City of Georgetown, Texas (the "Unit ") to finance or refinance the costs of acquisition or construction of "health facilities," as such term is defined by the Act; and WHEREAS, the Issuer, at the request of Georgetown Healthcare System, Inc., a Texas nonprofit corporation (the "Obligated Group Representative "), has determined to issue its Hospital Revenue Bonds (Georgetown Healthcare System Obligated Group Project) Series 1999 (the "Series 1999 Bonds ") in a maximum aggregate principal amount not to exceed $25,000,000 for the purpose of financing and refinancing the costs of acquiring, constructing and improving certain health facilities located in Georgetown, Texas, including the refinancing of the outstanding Georgetown Health Facilities Development Corporation Revenue .Bonds (Georgetown Healthcare System, Inc. Project) Series 1997A and Series 19978, funding a debt service reserve fund and paying a portion of the cost of issuance; and WHEREAS, such health facilities have been and are hereby found by the Board of Directors of the Issuer to be required, necessary and convenient for health care, research and education within the State of Texas in order to assist in the maintenance of the public health; and WHEREAS, the Issuer now desires (i) to provide for the payment of the principal of and premium, if any, and interest on the Series 1999 Bonds with revenues derived from the loan of proceeds of the sale of the Series 1999 Bonds pursuant to the tarns and provisions of the loan agreement hereinafter referred to; (ii) to provide for the sale of the Series 1999 Bonds; and (iii) to take and authorize certain other actions in connection with the foregoing; and WHEREAS, the Board of Directors of the Issuer (the "Board ") has been presented with and has examined proposed forms of an indenture of trust, a loan agreement and a bond purchase agreement and the Board finds that the form and substance of such documents are satisfactory and the recitals and findings contained therein are true, correct and complete and hereby adopts and incorporates by reference suchrecitals and findings as if set forth in full in this resolution, and finds that it is in the best interest of the public and the Issuer and assists in carrying out the public purpose of the Issuer and of the Act to authorize the execution and delivery of such documents; and WHEREAS, the Board understands that Chase Securities of Texas, Inc_ (the "Underwriter ") intends to distribute a Private Placement Memorandum (as defined below) in connection with the public offering and sale of the Bonds; and WHEREAS, in connection with the preparation of the Private Placement Memorandum, the Issuer has furnished the information to the Underwriter to be set forth in the Private Placement Memorandum under f MAY-26-85 15:44 FROM :MCCALL VAKKHUX5T 2S, HUKTUN LW;t31Z -*YX WWfl the heading "THE ISSUER" and the Board now desires to authorize the use of such information in, and the distribution of, the Private Placement Memorandum; NOW, THEREFORE, BEITRFSOLVEDBYTHEBOARD OFDIRECTORS OF GEORGETOWN HEALTH FACILITIES DEVELOPMENT CORPORATION THAT: 1. The Board hereby authorizes and directs the issuance of the Series 1999 Bonds in the maximum aggregate principal amount of $25,000,000 in accordance with an indeatia-o, of trust substantially in the form of the indenture of Trust (the "Indenture") by and between the Issuer and Chase Bank of Texas, National Association, as trustee (the "Trustee"), a copy of which has been presented to the Board, the form, terms and provisions of such Indenture and the Bonds being hereby authorized and approved, and the President and the Vice President of the Issuer are hereby severally authorized and directed to execute and deliver such Indenture and the Series 1999 Bonds on behalf of the Issuer, and the Secretary and the Assistant Secretary of the Issuer are hereby severally authorized to attest and affix the Issuer's seal thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 2. The Board hereby authorizes the execution and delivery of a loan agreement, to provide for the loan of the proceeds of the sale of the Series 1999 Bonds by the Issuer to the Obligated Group Representative, substantially in the form of the Loan Agreement (the "Loan Agreement") by and between the Issuer and the Obligated Group Representative, a copy of which has been presented to the Board, the form, terms and provisions of such Loan Agreement being hereby authorized and approved, and the President and the Vice President of the Issuer are hereby severally authorized and directed to execute and deliver such Loan Agreement on behalf of the Issuer, and the Secretary and the Assistant Secretary of the Issuer are hereby severally authorized to attest and affix the 1&-sues seat thereto, with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by such execution thereto. 3. The Board hereby authorizes the execution and delivery of a bond purchase agreement, to provide for the sale of the Series 1999 Bonds, in the form of the Bond Purchase Agreement to be dated the date of its execution (the "Bond Purchase Agreement"), among the Issuer, the Underwriter and the Obligated Group Representative, acting on behalf ofthe Obligated Group (as defined therein), a copy of which has been presented to the Board, the form, terms and provisions of such Bond Purchase Agreement being hereby authorized and approved, and the President and the Vice President of the Issuer arc hereby severally authorized and directed to execute and deliver such Bond Purchase Agreement on behalf of the Issuer, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by such execution thereof. 4. The actions and obligations authorized in Paragraphs I through 3 of this Resolution shall be subject to and conditioned upon the receipt by the Issuer, at the date of delivery of and payment for the Series 1999 Bonds, of the purchase price for the Series 1999 Bonds and such opinions, evidences, certificates, instruments or other documents as shall be requested by the issuer's Counsel or by Bond Counsel, to evidence due performance or satisfaction by the Obligated Group Representative and the Underwriter at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by them. 5. The issuance of the Series 1999 Bonds, in accordance with the Indenture, is hereby authorized, and the Board hereby incorporates the recitals set forth in the preamble hereto as if set forth in full at this place and further finds and determines the said recitals are true and correct. MAY-2U-.'JtJ 1 b:45 rKUM:Mct-m"" vmmm"UK:b& Oa nwMAW" 1 AJZ016 - e - --1. .1 — 6, The Series 1999 Bonds shall be in the form prescribed in the indenture. 7. The Board hereby authorizes the use of the information described in the last recital of this Resolution in the private placement memorandum, to be dated the date of the Bond Purchase Agreement (the "Private Placement Memorandum"), and the distribution of the Private Placement Memorandum, provided that, in adopting this Resolution the Issuer does not accept responsibility for the Private Placement Memorandum except for the information described as having been provided by it in the last recital of this Resolution. 8. The officers, employees and agents of the Issuer, and each of them, shall be and each is expressly authorized, empowered and directed from time to time and at any time to do and perform all acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer all certificates, financing statements, instruments and other papers, whether or not herein mentioned, as they may determine to be necessary or desirable in order to carry out the terms and provisions of this resolution, as well as the terms and provisions of the Indenture, the Loan Agreement and the Bond Purchase Agreement hereby authorized and approved, such determination to be conclusively evidenced by the performance of such acts and things and the execution of any such certificate, financing statement, instrument or other paper. 9. It shall be the duty of the President or the Vice President of the Board to deliver the Series 1999 Bonds to the Attorney General of Texas for examination and approval by the Attorney General. After the Series 1999 Bonds shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Series 1999 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sip the Comptroller's Certificate of Registration prescribed in the Indenture to be attached to each of the Series 1999 Bonds to be initially delivered to the Underwriter, and the seal of said Comptroller shall be affixed thereto. 10. The officers of the Issuer hereby are authorized and directed to deliver to the Trustee written instructions for the delivery of the Series 1999 Bonds to the Underwriter upon payment of the purchase price. 11. The proper officers of the Issuer are hereby authorized, in the name and on the behalf of the Issuer, to execute and file such instruments and papers, and to take or cause to be taken all such other action, as they may deem necessary or advisable in order to comply with the requirements of the Securities or "Blue Sky" laws of any jurisdiction in connection with the offering and sale of the Series 1999 Bonds, and all action heretofore taken by the officers or other representatives of the Issuer in connection with such laws is hereby approved, ratified and confirmed. 12. The Board hereby authorizes and directs, and ratifies, the delivery by the Secretary or any other officir of the Board to cause to be delivered to the City Secretary of the City of Georgetown, Texas a Notice of Intention to Issue Bonds in substantially the form presented to the Board. Such notice shall be delivered to the City Secretary not later than the 15th day prior to the date the Series 1999 Bonds are expected to be issued. 13. The Issuer finds it to be appropriate after request from the Obligated Group Representative to refund the Prior Bonds, and the officers of the Issuer are hereby authorized to take all steps necessary to refund, pay and redeem the Prior Bonds in accordance with the request of the Obligated Group Representative. 14. The Board hereby appoints and ratifies Larry J. Hemenes as its designated hearing officer, to conduct any public hearing required by Section 147(f) of the Internal Revenue Code of 1986, as amended. 15. The Board directs that Bond Counsel submit to the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 1999 Bonds are issued, statements containing the information required by Section 149(e) of the Internal Revenue Code of 1986 and any officer of the Issuer is hereby authorized to sign such statements. 16. This Resolution shall take effect and be in full force and effect upon and after its passage.