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HomeMy WebLinkAboutRES 85-429No Text RESOLUTION APPROVING THE ISSUANCE OF BEAUMONT HEALTH FACILITIES DEVELOPMENT CORPORATION $4,200,000 MULTIPLE MODE DEMAND HEALTH FACILITY DEVELOPMENT REVENUE BONDS , SERIES 1985 (PARK MEDICAL ASSOCIATES HEALTH FACILITY) WHEREAS , by a duly adopted resolution of the City Council (the "Governing Body" ) of the City of Beaumont , Texas (the "Sponsoring Entity") , the Governing Body authorized and approved the creation of the Beaumont Health Facilities Development Corporation (the "Corporation") as a nonprofit corporation under the provisions of the Health Facilities Development Corporation Act , as amended, Art . 1528] of Vernon' s Annotated Texas Civil Statutes (the "Act") ; and WHEREAS , the Corporation on behalf of the Sponsoring Entity is empowered to finance certain costs associated with acquisition, construction, improvement , repair, renovation and remodeling of certain health facilities in order to improve the adequacy, cost and accessibility of health care, research and education within the State of Texas and to assist in the maintenance of the public health; and WHEREAS , the definition of "health facility" in the Act includes any real , personal or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, constructing, enlarging, remodeling, renovating, improvement , furnishing or equipping of which is found by the Board of Directors of the Corporation to be required, necessary or convenient for health care, research and education regardless of whether such property is in existence or is to be provided after the making of such finding; and WHEREAS, Park Medical Associates (the "User") has made application for approval of a specific health facility to be constructed within the boundaries of the Sponsoring Entity and to consist , among other things , of the site and facilities described in the Health Facility Description attached hereto as Exhibit "A" (the "Health Facility") ; and WHEREAS , the Corporation desires to sell and to provide for the issuance and sale of its $4,200,000 Multiple Mode Demand Health Facility Development Revenue Bonds , Series 1985 (Park Medical Associates Health Facility) (the "Bonds") by adopting a Resolution in a form to be prescribed by the Corporation (the "Resolution") ; and , WHEREAS, Section 4. 03 of the Act requires that at least fourteen (14) days prior to issuance of the Bonds , the Corporation shall file with the Governing Body of the Sponsoring Entity a full and complete description of the Health Facility, including an explanation of the projected costs of the Health Facility, the necessity for the Health Facility, and the name of the User; and WHEREAS , as a prerequisite to the exemption from federal income tax of interest on obligations issued pursuant to Section 103 (b) (6) of the Internal Revenue Code of 1954, as amended (the "Code" ) , Section 103 (k) of the Code provides that such issue may be approved by the applicable elected representative of the governmental unit on whose behalf such obligations are issued and by each governmental jurisdiction over the area in which any facility to be financed from the proceeds of such issue is located (except that if more than one governmental unit has jurisdiction over the entire area in which such facility is located, only one governmental unit need approve the issue) , only after a public hearing has been held; and WHEREAS , the Sponsoring Entity is a "governmental unit" within the meaning of the Code; and WHEREAS, as the elected legislative body of the governmental unit within which the entire Health Facility is located, the Governing Body is an "applicable elected representative" of the governmental unit with specific authority within the meaning of Section 103 (k) of the Code; and WHEREAS , the Health Facility is located entirely within the geographic jurisdiction of the Sponsoring Entity, thus necessitating only one public hearing and approval pursuant to Section 103 (k) of the Code; and WHEREAS , in compliance with Section 103 (k) of the Code and the Open Meetings Law, as amended, Art . 6252-17 of Vernon' s Annotated Texas Civil Statutes , notice in writing of a public hearing to approve issuance of the Bonds has been published in a newspaper of general circulation in the Sponsoring Entity on November 24, 1985 , and written notice has also been posted continuously at City Hall since December 6 , 1985 , and pursuant to such notice , the Governing Body has this day held a public hearing for the purpose of -2- 4V� i� considering the authorization and approval of the proposed Health Facility and the issuance of the Bonds ; and WHEREAS, this public hearing has been conducted in order to provide an opportunity for persons with differing views on both the authorization and issuance of the Bonds and the location and nature of the Health Facility to be heard, and in order to comply with Section 103 (k) of the Code and the Act ; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT, TEXAS , THAT: Section 1. The Governing Body hereby finds and determines that the Health Facility proposed by the User conforms with the overall objectives , authorizations , and limitations specified in the Act . Section 2 . The Governing Body finds that the proposed Health Facility to be financed will significantly contribute to the fulfillment of the overall development objectives of the Sponsoring Entity , and that it is in furtherance of the public purposes of the Act to assist in the maintenance of the public health. Section 3 . The Governing Body hereby finds and determines that the Corporation has filed and deposited with the Governing Body all of the information required by Section 4. 03 of the Act , and on such basis hereby approves the Health Facility after having made the determinations and findings required by the Act . Section 4. The issuance of the Bonds and the form of Resolution to be adopted by the Corporation, pursuant to which the Bonds are to be sold and issued, are hereby - approved by the Governing Body on behalf of the Sponsoring Entity as required by the Act and the Code. Section 5 . As a part of and within the scope of the approvals granted herein, the Governing Body hereby finds and determines that (i) the initial owner and user of the Health Facility is Park Medical Associates , a Texas general partnership, (ii) the maximum aggregate face amount of the Bonds to be issued with respect to the Health Facility is $4,200 ,000 and (iii) the Health Facility Description attached hereto as Exhibit "A" includes a general, functional description and a general description of the location of the Health Facility as required by the Code and the regulations promulgated thereunder. -3- Section 6 . This resolution is adopted for the purpose of satisfying the conditions and requirements of the Act . This resolution is also adopted for the purpose of satisfying the conditions and requirements of Section 103 of the Code, the regulations promulgated thereunder, and any requirements for a public hearing and approval by an elected official or legislature which may be imposed by applicable law prior to the issuance of the Bonds , and for the benefit of the Corporation, the Sponsoring Entity, the Governing Body, and the owners or holders from time to time of the obligations of the Corporation and all other interested persons . Section 7 . The Governing Body hereby finds and determines that the issuance of the Bonds to finance the Health Facility will accomplish the specific public purpose for which the Corporation was created. Section 8 . The approvals of the Governing Body as set forth herein shall be applicable only if, as and to the extent that the Bonds are issued not more than one year from the date hereof. Section 9 . There is hereby assigned and transferred to the Corporation the amount of ceiling of private activity bonds which is allocated to the Sponsoring Entity for the Bonds and the Health Facility pursuant to the laws of the State of Texas (including without limitation Art . 5190. 9 , House Bill 690, Acts of the 69th Legislature, Regular Session, 1985) . Section 10 . The Governing Body has considered evidence of the publication and posting of notice of this meeting and public hearing and officially finds , determines , recites , and declares that sufficient written and reasonable public notice of the date, hour and place of this meeting and public hearing and of the subject matter of this resolution, including the general, functional description of the Health Facility and the general description of its location, was published in a newspaper of general circulation in the Sponsoring Entity not less than fourteen (14) days prior to this meeting and public hearing, and was also posted on a bulletin board at a place convenient to the public in the City Hall of the Governmental Unit (within the meaning of Section 103 of the Code) not less than seventy-two (72) hours preceding the convening of this meeting and public hearing; that such place of posting was readily accessible to the general public at all times from the time of posting until the convening of such meeting and public hearing; that -4- such meeting and public hearing were open to the public as required by law at all times during which this resolution and the subject matter hereof were discussed, considered, and formally acted upon; that the giving of notice in the manner provided above was reasonably designed to apprise residents of the Sponsoring Entity of the proposed authorization and issuance of the Bonds and approval of the Health Facility; that the meeting and public hearing were conducted in a manner that provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and the nature and location of the Health Facility to be heard; and that this meeting and public hearing were held at a time and place convenient for persons affected by the financing of the Health Facility and issuance of the Bonds ; and that the foregoing notice and hearing complied with the Open Meeting Law, as amended, Art . 6252-17 of Vernon' s Annotated Texas Civil Statutes , and Section 103 (k) of the Code and the regulations thereunder. PASSED AND APPROVED this 10th day of December, 1985 . r Mayor, City of Beaumont , Texas Exhibit "A" - Health Facility Description -5 EXHIBIT "A" Health Facility The Health Facility to be financed with the proceeds of the Bonds will involve (i) acquisition, construction and improvement of a medical office building which will consist of approximately 51,000 square feet , (ii) the lease of a site for the Health Facility, and (iii) acquisition, construction and installment of various items of equipment , facilities and furnishings which are functionally related and subordinate to the foregoing. Site of Health Facility TRACT ONE All of User' s leasehold interest in and to that certain 31,019 square foot tract located at the corner of Harrison and 14th Streets in the City of Beaumont , Texas , and being within Lot 30 of the J. B. Langham Estate Subdivision as recorded in Volume 1, Page 200 of the Civil Minutes of the Jefferson County' s 60th District Court ; said 31,019 square foot tract being within a 5 . 0885 acre tract as described in a deed recorded under Film Code No. 101-12-1384 of the Jefferson County Deed Records ; and said 31,019 square foot tract being within the Thomas H. Lewis Survey Abstract 16 and the D. J. 0. Millard Survey, Abstract 179 , and being more particularly described by metes and bounds as follows : COMMENCING AT AN "x-mark" in concrete found at the southeast corner of the said 5 .0885 acre tract ; THENCE South 88°37 '05" West along the south line of the said 5 . 0885 acre tract , a distance of 65 . 00 feet to a point for corner; THENCE North 00°56 ' 10" West , a distance of 68 . 00 feet to the southeast corner of the said 31 ,019 square foot tract and the POINT OF BEGINNING: THENCE South 88°37 ' 05" West , a distance of 35 . 00 feet to an interior point for corner on the south line of the said 31 ,019 square foot tract ; THENCE South 01°22 ' 55" East , a distance of 18 . 00 feet to a point for corner on the south line of the said 31 ,019 square foot tract ; THENCE South 88 037 ' 05" West , a distance of 38 . 00 feet to a point for corner on the south line of the said 31 ,019 square foot tract ; THENCE North 01 022 ' 55" West , a distance of 18 . 00 feet to an interior point on the south line of the said 31 ,019 square foot tract ; THENCE South 88°37 ' 05" West , a distance of 122 .00 feet to a point for the southwest corner of the said 31 ,019 square foot tract ; THENCE North 01°22 ' 55" West , a distance of 150 . 00 feet to a point for the northwest corner of the said 31 ,019 square foot tract ; THENCE North 88°37 ' 05" East , a distance of 37 . 24 feet to a point for corner on the north line of the said 31 ,019 square foot tract ; THENCE North 58°37 ' 05" East , a distance of 15 . 99 feet to a point for corner on the north line of the said 31 ,019 square foot tract ; THENCE North 88°37 ' 05" East , a distance of 95 . 00 feet to a point for corner on the north line of the said 31 ,019 square foot tract ; THENCE South 01 022 ' 55" East , a distance of 18 . 00 feet to an interior corner on the north line of the said 31 ,019 square foot tract ; THENCE North 88 037 ' 05" East , a distance of 50 . 00 feet to a point for the northeast corner of the said 31 ,019 square foot tract ; THENCE South 00°56 ' 10" East , a distance of 60. 00 feet to a point for interior corner on the east line of the said 31 ,019 square foot tract ; THENCE North 89°03 ' 50 East , a distance of 18 .00 feet to a point for corner on the east line of the said 31 ,019 square foot tract ; -2- THENCE South 00°56 ' 10" East , a distance of 38 .00 feet to a point for corner on the east line of the said 31 ,019 square foot tract ; THENCE South 89°03 '50" West , a distance of 18 . 00 feet to an interior point for corner on the east line of the said 31 ,019 square foot tract ; THENCE South 00°56 ' 10" East , a distance of 42. 00 feet to the POINT OF BEGINNING, and containing 31 ,019 square feet of land. TRACT TWO All of the User' s right , title and interest in and to that certain Parking Easement from Sisters of Charity of the Incarnate Word, Houston, Texas , providing for up to 250 parking spaces incident to usage of the Health Facility . -3- RESOLUTION OF BEAUMONT HEALTH FACILITIES DEVELOPMENT CORPORATION AUTHORIZING ISSUANCE OF BONDS AND APPROVAL OF DOCUMENTS WHEREAS , the Health Facilities Development Act, Art. 1528] of Vernon' s Annotated Texas Civil Statutes , as amended (the "Act") , authorizes and empowers the Beaumont Health Facilities Development Corporation (the "Corporation") to issue revenue bonds on behalf of the City of Beaumont, Texas (the "Sponsoring Entity") , to finance certain costs asso- ciated with the acquisition, construction, improvement , repair , renovation and remodeling of certain health facilities determined by the Board of Directors of the Corporation (the "Board") to be needed for the purpose of improving the adequacy, cost and accessibility of health care, research and education within the State of Texas and to assist in the maintenance of the public health; and WHEREAS, in accordance with the provisions of the Act, on October 8 , 1985 , the Board adopted a certain Resolution concerning Issuance of Bonds to Finance a Health Facility for Park Medical Associates , a Texas general partnership (the "User") , whereby the Corporation agreed to provide for the financing of the cost of the User ' s health facility (the "Health Facility") which is described in Exhibit "A" to said Resolution; and WHEREAS, for purposes of financing the cost of the Health Facility, the Corporation now desires (i) to authorize the issuance of its Multiple Mode Demand Health Facility Development Revenue Bonds , Series 1985 (Park Medical Associates Health Facility) (the "Bonds") , in the maximum aggregate principal amount of $4 ,200 , 000 , pursuant to the terms and provisions of a trust indenture, (ii) to provide for the sale of the Bonds to the purchaser described herein, (iii) to approve any placement memoranda, official statements and any other documents used to market and remarket the Bonds , (iv) to provide for the payment of the principal of and premium, if any , and interest on the Bonds with revenues derived from the loan of the proceeds of sale of the Bonds to the User to finance the cost of the Health Facility pursuant to the terms and provisions of a loan agreement and from a letter of credit if one is obtained by the User , and (v) to take and authorize certain other actions in connection with the foregoing; and WHEREAS , the Board is willing to adopt this resolution and authorize the actions to be taken hereby in reliance upon representations by the User that if the Bonds bear interest at a variable or fixed rate , the User will (i) enter into a remarketing and interest rate services agreement with a bank or other financial institution whereby the bank or institution will attempt to remarket any Bonds which are put by the holders thereof and will establish interest rates on the Bonds during variable rate periods , (ii) cause a bank or other institution to issue a letter of credit or other credit enhancement facility to provide additional security for payment of the Bonds and to enter into a reimbursement agreement with respect thereto , and (iii) if necessary, enter into a collateralization and loan agreement with a bank or other financial institution whereby the bank or institution will provide collateral security for the letter of credit or other credit enhancement facility and the User will agree to repay the bank or institution any amounts which it advances with respect to the letter of credit or other credit enhancement facility; and WHEREAS , the Board has been presented with and has examined proposed forms of a trust indenture , a loan agreement, a note and a letter of representation, 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 such recitals 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 Corporation and assists in carrying out the public purposes of the Corporation and of the Act to authorize the execution and delivery of such documents ; and WHEREAS , the Board has also been presented with and has examined the proposed form of a guarantee agreement pursuant to which each general partner of the User (collectively the "Guarantors") will irrevocably and unconditionally guarantee on a several , limited basis the prompt payment of all of the User' s obligations under the proposed form of a loan agreement , and the Board finds the form and substance of such document is satisfactory, and that the agreements of each Guarantor contained therein constitute a material inducement to the Corporation to issue and sell the Bonds and in reliance upon such agreements of the Guarantors , the Board is willing to adopt this resolution and authorize the actions to be taken hereby; and WHEREAS, the Board has also been presented with and has examined the proposed form of a deed of trust, security agreement and assignment of rents and leasehold rights from -2- the User to a mortgage trustee for the benefit of the Corporation and the bank or other institution to be named therein, and the Board finds the form and substance of such document to be satisfactory; and WHEREAS , on December 10 , 1985 , after a public hearing as required by Section 103(k) of the Internal Revenue Code of 1954 , as amended, and the applicable regulations promulgated thereunder and in compliance with the Act , the governing body of the Sponsoring Entity adopted a written resolution specifically approving the Health Facility and this resolution of the Corporation providing for issuance of the Bonds ; and WHEREAS , the Board finds that it is in the best interest of the public and the Corporation and that it will assist in carrying out the public purposes of the Corporation and of the Act to authorize the execution and delivery of the documents herein described; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BEAUMONT HEALTH FACILITIES DEVELOPMENT CORPORATION THAT: 1 . The Corporation hereby authorizes and directs the issuance of the Bonds in the maximum aggregate principal amount of $4 ,200 ,000 , in accordance with a trust indenture dated as of December 1 , 1985 (the "Indenture") , by and between the Corporation and the trustee named therein (the "Trustee") , and the President and any Vice-President of the Corporation are hereby severally authorized and directed to execute and deliver the Indenture and the Bonds on behalf of the Corporation, and the Secretary or Assistant Secretary of the Corporation is hereby authorized to attest and affix the Corporation' s seal thereto , in such final form as may be agreed upon by any such authorized officer , such execution, duly attested by the Secretary or Assistant Secretary of the Corporation to be conclusive evidence of the approval and acceptance by the Corporation of the form and content thereof. 2. The loan of the proceeds of the sale of the Bonds by the Corporation to the User to provide financing for the costs of acquiring and constructing the Health Facility shall be effected pursuant to the terms and provisions of a loan agreement dated as of December 1 , 1985 (the "Loan Agreement") , by and between the Corporation and the User , and the President and any Vice-President of the Corporation are hereby severally authorized and directed to execute and -3- deliver the Loan Agreement on behalf of the Corporation, and the Secretary or Assistant Secretary of the Corporation is hereby authorized to attest and affix the Corporation' s seal thereto in such final form as may be agreed upon by any such authorized officer , such execution, duly attested by the Secretary or Assistant Secretary of the Corporation to be conclusive evidence of the approval and acceptance by the Corporation of the form and content thereof. 3 . As a condition to the actions authorized in paragraphs 1 and 2 of this resolution, the Guarantors shall have each executed and delivered to the Trustee a guarantee agreement substantially in the form of the Guarantee Agreement dated as of December 1 , 1985 (collectively the "Guarantee Agreements") , between each Guarantor and the Trustee , and the User shall execute (or cause to be executed) and there shall be in full force and effect at the time of sale and delivery of the Bonds a Deed of Trust , Security Agreement and Assignment of Rents and Leasehold Rights dated as of December 1 , 1985 (the "Mortgage") , from the User to the mortgage trustee named therein, providing further security for the payment of amounts due under the Loan Agreement for the benefit of the Corporation, the registered owners of the Bonds and the bank or other institution to be named therein, all of which documents were presented to the Board and the form, terms and provisions thereof being hereby authorized and approved, and the President and any Vice-President of the Corporation are hereby authorized to approve and accept the final form of such documents on behalf of the Corporation. 4 . The sale and delivery of the Bonds by the Corporation to First City National Bank of Beaumont (the "Initial Purchaser") is hereby authorized and approved. 5 . The actions and obligations authorized in para- graphs 1 through 4 of this resolution shall be subject to and conditioned upon receipt by the Corporation , on the date of delivery of and payment for the Bonds (the "Closing Date") , of (i) a Letter of Representation dated the Closing Date (the "Letter of Representation") duly authorized and executed by the User , and the President and any Vice-President of the Corporation are hereby severally authorized to signify the Corporation' s acceptance and confirmation of such Letter of Representation by executing the same on behalf of the Corporation in multiple counterparts in such final form as may be agreed upon by any such authorized officer , such execution to be conclusive evidence of the approval and acceptance by the Corporation -4- of the form and content thereof, (ii) an Investment Letter dated the Closing Date (the "Investment Letter") duly authorized and executed by the Initial Purchaser , and the President and any Vice-President of the Corporation are hereby severally authorized to approve the form, terms and provisions of such Investment Letter on behalf of the Corporation, such execution to be conclusive evidence of the approval and acceptance by the Corporation of the form and content thereof, (iii) the purchase price for the Bonds , and (iv) such opinions , evidences , certificates , instruments or other documents as shall be requested by the Corporation' s counsel or by Bond Counsel to evidence due performance or satisfaction by the User at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. 6 . As a condition to the Bonds bearing interest at a variable or fixed rate , the User will be required to (i) enter into a remarketing and interest rate services rate agreement with a bank or other financial institution whereby the bank or institution will attempt to remarket any Bonds which are put by the holders thereof and will establish interest rates on the Bonds during variable rate periods , (ii) cause a bank or other institution to issue a letter of credit or other credit enhancement facility to provide additional security for payment of the Bonds and to enter into a reimbursement agreement with respect thereto , and (iii) if necessary , enter into a collateralization and loan agreement with a bank or other financial institution whereby the bank or institution will provide collateral security for the letter of credit or other credit enhancement facility and the User will agree to repay the bank or institution any amount which it advances with respect to the Letter of Credit or other credit enhancement facility, and the President and any Vice-President of the Corporation are hereby severally authorized to approve on behalf of the Corporation any such remarketing and interest rate service agreement , any such letter of credit or other credit enhancement facility, any such reimbursement agreement , and any such collateral ization and loan agreement, and the President and any Vice-President of the Corporation are further authorized to approve on behalf of the Corporation any preliminary private placement memoranda, preliminary official statements , final official statements , or other offering documents , if any, presented to them or either of them for use in connection with the marketing or remarketing of the Bonds , and any person so authorized by the President or any Vice-President may distribute such documents on behalf of the Corporation. -5- 7 . The officers , employees and agents of the Corpor- ation, 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 Corporation 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 and of the Bonds to be issued hereunder , as well as the terms and provisions of the Indenture, the Loan Agreement , the Guarantee Agreements , the Mortgage, the Letter of Representation, and all other documents approved and authorized hereby, 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 or document. 8 . Based upon representations made by the User to the Board, the Board hereby affirmatively finds that the Health Facility is needed to improve the adequacy, cost and accessibility of health care in the City of Beaumont, Texas and the surrounding areas and will assist in the maintenance of the public heath. 9. This resolution shall take effect and be in full force and effect upon and after its passage. PASSED AND APPROVED this 10th day of December , 1985. ATTEST: BEAUMONT HE H FACT IES DEVEL P T RP AA A.40 By: Secretary Pr ent -6- AFFIDAVIT STATE OF TEXAS COUNTY OF JEFFERSON BEFORE ME, the undersigned authority, on this day personally appeared 1]c.� who, after being first duly sworn according to law , stated on oath the following: d my /�1/�• (name) (relationship) has a substantial interest, as defined by S.B. 1044 , ins ( name and description of busin ss entity) a business entity that will be peculiarly affected by official action of the City Council of the 11City of Beaumont in connection with escribe matter) The nature and extent of his/her interest is as follows: j� -- d-i✓ --e�c—e- �- --� (describe interest) ffiant SWORD? TO,AND SUBSCRIBED before me this AW day of ,l @ e�rna ,'✓ , 19 8/ . oz ?`• a` ,« 5". Notary Public, State of Texas