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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 • 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