HomeMy WebLinkAbout021513 RES - 11/10/1992A RESOLUTION
APPROVING A BOND RESOLUTION BY COASTAL BEND HEALTH FACILITIES
DEVELOPMENT CORPORATION PROVIDING FOR THE ISSUANCE OF BONDS FOR
MARICOPA FOUNDATION FOR AFFORDABLE HOUSING.
WHEREAS, Coastal Bend Health Facilities Development Corporation
(the "Issuer") was created under the auspices of the City of Corpus Christi,
Texas; and
WHEREAS, a public hearing was held with respect to the issuance of
bonds by the Issuer for the benefit of Maricopa Foundation for Affordable
Housing; 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
CORPUS CHRISTI, TEXAS:
SECTION 1. That the "Resolution of Coastal Bend Health Facilities
Development Corporation concerning issuance of Revenue Bonds with respect to
certain health facilities of Maricopa Foundation for Affordable Housing 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 and 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 Indenture of Trust and Loan Agreement attached
thereto are hereby specifically approved, and the Bonds in the maximum
principal amount of $11,000,000 may be issued pursuant thereto for the
purpose of financing and refinancing the costs of acquisition, renovation,
and equipping of certain health facilities by the Borrower and paying a
portion of the cost of issuance.
SECTION 2. That the City of Corpus Christi hereby approves the
issuance of the aforesaid Bonds in the maximum aggregate principal amount of
$11,000,000 for Maricopa Foundation for Affordable Housing, and further
approves the Project as described in the Bond Resolution relating to the
Bonds, and such approval shall be solely for the purposes of Section 147(f)
of the Internal Revenue Code of 1986 and the City shall have no liabilities
for the payment of the Bonds nor shall any of its assets be pledged to
payment of the Bonds.
ATTEST:
City Secretary
APPROVED:
DAY OF `%L Unice. kw,/
JAMES R. BRAY, JR., CITY ATTORNEY
By/ikFdhJa.'
Assistant City Attorney'
Ord5/91187/skp
•
MAYOR \\
THE CITY OF CORPUS CHRISTI
199.E
021513
EILMEl
RESOLUTION OF
COASTAL BEND HEALTH FACILITIES DEVELOPMENT CORPORATION
CONCERNING ISSUANCE OF REVENUE BONDS
WITH RESPECT TO CERTAIN HEALTH FACILITIES OF
MARICOPA FOUNDATION FOR AFFORDABLE HOUSING
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 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
Coastal Bend Health Facilities Development Corporation (the
"Issuer") to issue revenue bonds on behalf of the City of Corpus
Christi, 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 Maricopa Foundation for
Affordable Housing, an Arizona nonprofit corporation (the
"Borrower"), has determined to issue its Revenue Bonds (Maricopa
Foundation for Affordable Housing Project) Series 1992 A and $ (the
"Series 1992 Bonds") in an aggregate principal amount not to exceed
$11,000,000 for the purpose of financing and refinancing the costs
of acquisition, renovation and equipping of certain health
facilities to be acquired by the Borrower providing for cash
management, establishing a debt service reserve fund and paying a
portion of the cost of issuance of the Series 1992 Bonds; 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 each of
the Series 1992 Bonds with revenues derived from the loan of
proceeds of the sale of the Series 1992 Bonds pursuant to the terms
and provisions of the loan agreement; (ii) to provide for the sale
of the Series 1992 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 such recitals and findings as if set forth in full in
this resolution, and finds that it is in the best interest of the
T r r
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 Greenwich Partners, Inc.
(the "Underwriter") intends to distribute an Official Statement (as
defined below) in connection with the public offering and sale of
the Bonds; and
WHEREAS, in connection
Statement, the Issuer has
Underwriter set forth in the
"The Issuer," and the Board
such information in, and
Statement;
with the preparation of the Official
furnished the information to the
Official Statement under the heading
now desires to authorize the use of
the distribution of, the Official
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
COASTAL BEND HEALTH FACILITIES DEVELOPMENT CORPORATION THAT:
1. The Board hereby authorizes and directs the issuance of
the Series 1992 Bonds in the maximum aggregate principal amount of
$11,000,000, in accordance with an indenture of trust substantially
in the form of the Indenture of Trust, dated as of November 1, 1992
(the "Indenture"), by and between the Issuer and Union Planters
National Bank, as trustee (the "Trustee"), a copy of which is
attached hereto as Exhibit A, 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 1992 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 1992 Bonds by the Issuer to the Borrower,
substantially in the form of the Loan Agreement, dated as of
November 1, 1992 (the "Loan Agreement"), by and between the Issuer
and the Borrower, a copy of which is attached hereto as Exhibit B,
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 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 thereto.
3. The Board hereby authorizes the execution and delivery of
a bond purchase agreement, to provide for the sale of the Series
1992 A Bonds in an amount not to exceed $10,300,000, in the form of
the Bond Purchase Agreement, to be dated the date of its execution
(the "Bond Purchase Agreement"), among the Issuer, the Borrower and
the Underwriter, a copy of which is attached hereto as Exhibit C,
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 are 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 Board hereby authorizes the delivery of the Series
1992 B Bonds in an amount not to exceed $700,000 to Robert Harman,
as seller of the Project, but only upon the receipt by the Trustee
of evidence that title to the Project has been acquired by the
Borrower.
5. The actions and obligations authorized in Paragraphs 1
through 4 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 1992 Bonds, of the purchase price and
consideration for the Series 1992 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 Borrower 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.
6. The issuance of the Series 1992 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
that said recitals are true and correct.
7. The Series 1992 Bonds shall be in the forms prescribed in
the Indenture.
8. The Board hereby authorizes the use of the information
described in the last recital of this Resolution in the official
statement, to be dated the date of the Bond Purchase Agreement (the
"official Statement"), and the distribution of the official
Statement, provided that, in adopting this Resolution the Issuer
does not accept responsibility for the Official Statement except
for the information described as having been provided by it in the
last recital of this Resolution.
9. 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 of Trust, 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.
10. It shall be the duty of the President or the Vice
President of the Board to deliver the Series 1992 Bonds to the
Attorney General of Texas for examination and approval by the
Attorney General. After the Series 1992 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 1992 Bonds, the
Comptroller of Public Accounts (or a deputy designated in writing
to act for the Comptroller) shall manually sign the Comptroller's
Certificate of Registration prescribed in the Indenture to be
attached to each of the Series 1992 Bonds to be initially delivered
to the Underwriter, and the seal of said Comptroller shall be
affixed thereto.
11. The officers of the Issuer hereby are authorized and
directed to deliver to the Trustee a written order of the Issuer
for the delivery of the Series 1992 Bonds to the Underwriter upon
payment of the purchase price.
12. 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 1992 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.
13. 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 1992 Bonds are issued, statements containing the
information required by Section 149(e) of the Internal Revenue Code
of 1986 and any offioer of the Issuer is hereby authorized to sign
such statements.
14. This Resolution shall take effect and be in full force
and effect upon and after its passage.
Exhibits A, B, and C to the Resolution approved by the Coastal Bend Health
Facilities Development Corporation are on file with the City Secretary's
Office.
OrdS/91187/skp
T r
066
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Corpus Christi, Texas
IC day of TA, rt u 111 106,'_) , 19(32 -
The above resolution was passed by the following vote:
Mary Rhodes (_
Cezar Galindo (Sti4-ilr
Leo Guerrero
Betty Jean Longoria
Edward A. Martin
Joe McComb
Dr. David McNichols
Clif Moss
Mary Pat Slavik
021513