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R85-27 10-28-85RESOLUTION NO. R85-27 RESOLUTION APPROVING RESOLUTION OF PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR PEARLAND GENERAL HOSPITAL GROUP, INC., A TEXAS CORPORATION THE STATE OF TEXAS § § COUNTY OF BRAZORIA § WHEREAS, the Board of Directors (the "Board") of the Pearland Health Facilities Development Corporation has, by a Resolution Concerning Issuance of Bonds to Finance a Project for Pearland General Hospital Group, Inc., a Texas Corporation, adopted October 22, 1985, (the "Resolution"), agreed and declared its intent to issue its limited obligation revenue bonds pursuant to the terms of the Health Facilities Development Act of 1981, Article 1528j, Vernon's Texas Civil Statutes, as amended, (the "Act") and such other statutes as may provide authority therefor, to finance the costs of the project and in the amount set forth in the Resolution for the benefit of Pearland General Hospital Group, Inc., a Texas Corporation; and WHEREAS, the City Council of the City of Pearland, Texas, finds and declares that the action of the Board approving the Resolution should be approved and is in the best interests of the inhabitants of the City of Pearland, Texas, for the reasons therein set forth; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, THAT: Section 1. The Resolution, as adopted by the Board, agreeing and declaring an intent to issue limited obligation revenue bonds of the purposes and in the amount set forth in the Resolution, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby specifically approved. Section 2. This Resolution is adopted for the purpose of satisfying the conditions and requirements of the Act and Section 103 of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder. Section 3. This Resolution shall take effect and be in full force and et~ect upon and after its passage. PASSED AND APPROVED this ATTEST: ~ day of October, ]985. CITY 7~~ OF PEARLAND, TE By: ~-~t~-~-'t6 Tom Re~d, ~ayor -2- CERTIFICATE FOR RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR PEARLAND GENERAL HOSPITAL GROUP, INC. I , the undersigned officer of the Pearland Health Facilities Development Corporation (the "Issuer") , hereby certify as follows : 1 . In accordance with the Bylaws of the Issuer , the Board of Directors of the Issuer (the "Board") held a meeting on October 22, 1985, (the "Meeting") , of the duly constituted officers and members of the Board and all of the persons were present , except the following : Preston Bullard , thus constituting a quorum. Whereupon among other business transacted ( -at the Meeting , a written RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR PEARLAND GENERAL HOSPITAL GROUP, INC. (the "Resolution") was duly introduced for the consideration of the Board and read in full . It was then duly moved and seconded that the Resolution be adopted ; and , after due discussion, said motion , carrying with it the adoption of the Resolution , prevailed and carried by a unanimous vote . 2 . A true , full and correct copy of the Resolution adopted at the Meeting is attached to and follows this Certificate ; the Resolution has been duly recorded in the Board ' s minutes of the Meeting ; the persons in attendance at the Meeting were the duly qualified and acting members of the Board of the Issuer and each member of the Board was duly and sufficiently notified officially and personally, in advance , of the time , place , and purpose of the Meeting in accordance with the Bylaws , and that the Resolution would be introduced and considered for adoption at the Meeting , and the meeting was held and conducted in accordance with the Articles of Incorporation and Bylaws of the Issuer . 3. Such Meeting was open to the public as required by law; and that public notice of the date , hour , place and subject �of said Meeting was given as required by the Texas Open Meetings Act, Article 6252-17 , Vernon ' s Texas Civil Statutes , as amended: SIGNED AND SEALED this day of c -..L,e,/ , 1985 . FREDDY R. C SAC,Secretary EXHIBIT "A" RESOLUTION CONCERNING ISSUANCE OF BONDS TO FINANCE A PROJECT FOR PEARLAND GENERAL HOSPITAL GROUP, INC. WHEREAS, the City Council of the City of Pearland , Texas , (the "Unit") has , pursuant to the Health Facilities Development Act of 1981 , Article 1528j , Vernon ' s Texas Civil Statutes , as amended (the "Act") , approved and created the Pearland Health Facilities Development Corporation , a nonprofit corporation (the " Issuer") ; WHEREAS , the Issuer , on behalf of the Unit is empowered to finance the cost of projects to provide , expand and improve health facilities by the issuance of obligations of the Issuer , which projects will be within or partially within the Unit ' s boundaries ; WHEREAS , Pearland General Hospital Group , Inc . , a Texas Corporation, (the "User") has filed an Application for Financial Participation (including a Project Questionnaire) which is attached hereto as Attachment 1 and made a part hereof for all purposes (the "Application") requesting that the Issuer finance a project described in the Application (the "Project") within the boundaries of the Unit , and further that the Issuer adopt this Resolution of Intent with respect to the acquisition, construction and install- ation of the Project ; WHEREAS , the User has advised the Issuer that a contributing factor which would further induce the User to proceed with pro- viding for the acquisition and construction of the Project would be a commitment and agreement by the Issuer to issue Health Facilities revenue bonds (the "Bonds") pursuant to the Act to finance and pay for the Project; WHEREAS, in view of rising construction costs and the neces- sity of compliance with administrative regulations , it is consid- ered essential that construction of the Project be completed at the earlest practicable date but, at the same time, the User wishes to begin construction of the Project after satisfactory assurances from the Issuer that the proceeds of the sale of the Bonds , or other obligations of the Issuer in an amount necessary to pay the costs of the Project will be made available to finance the Project ; WHEREAS, the Issuer finds , intends , and declares that this Resolution shall constitute its official binding commitment, subject to the terms hereof, to issue Bonds , or other obligations , pursuant to the Act in an amount prescribed by the User now contemplated to be $9 , 500 , 000 (but not to exceed $10, 000, 000 in any event) and to expend the proceeds thereof to acquire and construct the Project and to pay all expenses and costs of the Issuer in connection with the issuance of the Bonds ; and WHEREAS, the Issuer finds , considers , and declares that the issuance and sale of the Bonds in the amount and for the purposes hereinabove set forth will be appropriate and consistent with the objectives of the Act , and that the adoption of this Resolution is and constitutes and is intended as (1 ) an inducement to the Issuer to proceed with providing for the acquisition and construc- tion of the Project , and (2) the taking of affirmative official action by the Issuer , acting by and through its Board of Directors (the "Board") , towards the issuance of the Bonds within the meaning of federal income tax law with respect to interest on the Bonds to finance certain facilities to be financed by the issuance of exempt small issue bonds or exempt facilities , includ- ing Treas . Reg . §1 . 1 03-8(a) (5) ; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION THAT: Section 1 . Subject to the terms hereof, the Issuer agrees that it will : (a) Issue the Bonds , and if the User and the Issuer agree, oth.er evidences of indebtedness providing temporary financing of the Project which will be issued after the date hereof and be refunded by the Bonds pursuant to the Act, or any other Texas legislation heretofore or hereafter enacted which may provide a suitable method of financing in addition to or in substitution for the Act . (b) Cooperate with the User with respect to the issuance of the Bonds , and , if arrangements therefor satisfactory to the User and the Issuer can be made , the Issuer will tale such action and authorize the execution of such documents and will take such further action as may be necessary dr advisable for the authorization , execution , and delivery of any contract or agreements deemed necessary or desirable 1y the User or the Issuer in connection with the issuance of the Bonds (collectively, the "Contracts") , providing among other things for payment of the principal of, interest on, redemption premiums , paying agents ' charges and Trustees fees , if any, on the bonds ; payment of fees and charges of the Issuer or the Unit; acquisition, construction, and improvement of the Project ; payment of fines and penalties ; and use, operation and maintenance of the Project (and the execution of any appropriate and necessary guaranty agree- ments) , all as shall be authorized , required , or permitted by law and as shall be mutually satisfactory to the Issuer , the Unit and the User. (c) If the proceeds from the sale of the Bonds are insufficient, take such actions and execute such documents as may be necessary to permit the issuance from time to time in the future of additional bonds on the terms which shall be -2- set forth therein , whether on a parity with other series of bonds or otherwise , for the purpose of paying the costs of completing the acquisition and construction of the Project , as requested by the User and within then applicable limita- tions . (d) Take or cause to be taken such other actions as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. The Bonds shall specifically provide that neither the State of Texas , the Unit , nor any political issuer , subdivision or agency of the State of Texas shall be obligated to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the State of Texas , the Unit or any political issuer , subdivision or agency thereof is pledged to the payment of the principal of, premium , if any, or interest on the Bond . Section 2. It is understood by the Issuer and the Unit , aid the User has represented to the Issuer, that in consideration of this Resolution and by filing. the. Application , and subject to tie terms and conditions hereof, the User has agreed that : (a) Prior to or contemporaneously with the sale of t e Bonds in one or more series or issues from time to time as the Issuer and the User shall hereafter agree to in writing , the User will enter into the Contracts with the Issuer under the terms of which the User will obligate itself to pay Co the Issuer (or to a Trustee , as the case may be) sums suffi- cient in the aggregate to pay the principal of, interest on , redemption premiums , paying agents ' fees and Trustee ' s fees , if any, on the Bonds , as and when the same become due and payable , with such contract to contain the provisions de- scribed in Section 1 hereof and such other provisions as may be required or permitted by law and to be mutually acceptable to the Issuer and the User. (b) The User will (i) pay all Project costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds , and (ii) at all times , indemnify and hold harmless the Issuer against all losses , costs , damages , expenses , and liabilties of whatsoever nature (including but not limited to attorneys ' fees , litigation and court costs , amounts paid in settlement and amounts paid to discharge judgment ) directly or indirectly resulting from , arising out of or related to the issuance , offering , sale or delivery of the Bonds , or the design , construction , installation , operation , use, occupancy, maintenance, or ownership of the Project. Section 3 . It is recognized and agreed by the Issuer that the User may exercise its or his rights and perform its or his obligations with respect to the financing of the Project either -3- through (a) itself in its or his own name ; (b) any of its wholly- owned subsidiaries ; (c) any "related person" as defined in the Code ; or (b) any legal successor thereto , respectively, subject to approval of the Issuer ' s bond counsel and , provided that suitable guaranties necessary or convenient for the marketability of the Bonds shall be furnished , it required by the Issuer, and all references to the User shall be deemed to include the User acting directly through itself or any such approved entities . Section 4. The obligation of the issuer to issue the Bonds is specifically subject to the ability of the Issuer to issue such Bonds in compliance with the provisions of Section 103(n) of the Code , "Limitation on Aggregate Amount of Private . Activity Bonds Issued During any Calendar Year , " and to any rules or regulations which may be promulgated by the Issuer to implement such provisions . Any officer or other member of the Board of the Issuer is hereby authorized to take any action and file any notification required to reserve for the Bonds a portion of the state allocation for "private activity bonds , " as defined in the Deficit Reduction Act of 1984. Section 5. The adoption of the Resolution, as requested in the Application , shall be deemed to constitute the acceptance of the User ' s proposal that it be further induced to proceed with providing the Project and the Application and this Resolution shall constitute an agreement between the Issuer and the User effective on the date that this Resolution is adopted , and this Resolution is affirmative of official action taken by the Issuer towards the issuance of the Bonds . PASSED, ADOPTED AND APPROVED on th' the /day of October , 1985. E S FRAUENBERGER, es1 ent ATTEST: FREDDY R. CE SAC, Secretary -4- . PUBLIC NOTICE OF MEETING OF THE BOARD OF DIRECTORS OF PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION Pursuant to article 6252-17 of V.A. C. S. of Texas , as amended , notice is hereby given to all interested persons that on the 22nd day of October , 1985 , at :6 : 00 o ' clock p.m . , the Board of Directors of the Pearland Health Facilities Development Corporation will hold a meeting in the Board Room, Pearland Hobby Area Chamber of Commerce , 3501 Liberty Drive , Pearland , Texas , to consider and take necessary action upon the following matters : 1 . Approval of minutes of past meetings ; 2. Consideration of the passage of a resolution of intent regarding the application of Pearland General Hospital Group, Inc . for the issuance of limited obligation revenue bonds . All interested citizens are invited to attend such meeting . Questions or requests for information may be directed to Bobby J. Williams , 2414 S. Park, Pearland , Texas , 77581 , (713) 485-2473 . Dated : October 17 , 1985 BOBBY J. WILLIAMS, Attorney for Board Posted : October 17 , 1985 City ecretary for the City of Pearland , Texas /o—A5D-11-�