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HomeMy WebLinkAboutR90-115 hospital and health care facilities bondF BD15708.A(PF) STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The Board of County Commissioners of Eagle County, Colorado, held a regular meeting open to the public at the County Courthouse, 551 Broadway, Eagle, Colorado, the regular meeting place thereof on Monday, the 26th day of November, 1990, at the hour of 11:30 a.m. The following members of the Board of County Commissioners, constituting a quorum thereof, were present: Donald H. Welch, Chairman Richard L. Gustafson George A. Gates The following member of the Board of County Commissioners was absent: The following persons were also present: Kevin Lindahl, County Attorney At 11:30 a.m., the appointed time therefor, the County Attorney informed the Board of County Commissioners that a notice of public hearing on the proposed issuance by the County of a bond to finance a T5 MRI System for the Vail Valley Medical Center in the form attached to the following resolution as Exhibit A was published in The Eagle County Enterprise on November 8, 1990, as evidenced by the affidavits of publication attached to the following resolution as Exhibit A. Thereupon the Chair opened the public hearing and afforded all interested persons an opportunity to be heard. Commissioner g then moved the adoption of the following resolutio : RESOLUTION NO.� A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE OF UP TO $1,562,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S HOSPITAL AND HEALTH CARE FACILITIES REVENUE BOND (T5 MRI PROJECT), SERIES 1990A, THE EXECUTION AND DELIVERY OF A HOSPITAL AND HEALTH CARE FACILITIES FINANCING AGREEMENT, AND RELATED DOCUMENTS; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF SUCH BOND; MAKING CERTAIN DETERMINATIONS WITH RESPECT THERETO; PROVIDING FOR THE PRINCIPAL AMOUNT, PROVISIONS FOR MATURITY OF, AND RATES OF INTEREST ON THE BOND; AUTHORIZING INVESTMENTS; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, Eagle County, Colorado (the "Issuer ") is authorized by the Colorado County and Municipality Development Revenue Bond Act (the "Act ") to issue revenue bonds for the purpose of financing hospital and health care facilities projects for commercial and business enterprises; and WHEREAS, the Issuer has been requested to enter into a Hospital and Health Care Facilities Financing Agreement (the "Agreement ") dated as of November 26, 1990 with Vail Clinic, Inc., d /b /a Vail Valley Medical Center, a Texas nonprofit corporation, (the "Company "), to finance a hospital and health care facilities project (the "Project ") and its related costs by the issuance and delivery of up to $1,562,000 in principal amount of its bond to be known as "Hospital and Health Care Facilities Revenue Bond (T5 MRI System Project), Series 1990A" (the "Bond "); and WHEREAS, a public hearing was held by the Issuer immediately prior to the introduction of this resolution, at which public hearing all interested persons were afforded an opportunity to present their views regarding the issuance of the Bond to finance the Project. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. APPROVAL OF AGREEMENT. The form of the Agreement presented to this meeting (copies of which shall be filed with the records of the Issuer) is hereby approved, and the Chairman of the Board of County Commissioners of the Issuer (the "Chairman ") is hereby authorized to execute and deliver, and the County Clerk and Recorder of the Issuer (the "Clerk ") is hereby authorized to affix the seal of the Issuer where appropriate to, and attest, such document in substantially such form and upon the BD15708.A(PF) 2 11/24/90 J I terms and conditions set forth herein and therein, with such changes therein as such officers shall approve (including changes in dates and amounts necessary to conform such documents to the final terms as approved by the Company) such approval to be evidenced by their execution thereof. In accordance with the requirements of the Act, the Issuer hereby determines that the following provisions shall be as set forth in the form of the Agreement hereinbef ore approved, which form is hereby incorporated herein by reference as if set forth in full: (a) Custody of the proceeds from the sale of the Bond, including their investment and reinvestment until used to defray the costs of the Project; (b) The creation of funds or accounts into which any Bond proceeds, revenues and income may be deposited or created; (c) Limitation on the purpose to which proceeds of the Bond may be applied; (d) The rights and remedies available in case of a default to the Bondholders under the Agreement. In accordance with the requirements of the Act, the Issuer hereby determines that the fixing and collection of revenues from the Project shall be as set forth in the form of Agreement hereinbefore approved, which form is hereby incorporated herein by reference as if set forth in full. Section 2. ISSUANCE OF BOND. The issuance of the Bond is hereby authorized. The form of the Bond set forth in the Agreement is hereby approved; the Bond shall be executed with the manual signatures of the Chairman and the Clerk in substantially such form with appropriate insertions and variations, and the seal of the Issuer or a facsimile thereof is hereby adopted and authorized to be affixed or imprinted thereon. Section 3. TERMS OF BOND. The Bond shall be in an aggregate principal amount not to exceed $1,562,000, shall initially bear interest at a rate of 7.89% per annum simple interest, to be subject to adjustment to 11.95% per annum on the unpaid principal amount thereof if a Determination of Taxability (as defined in the form of Bond) occurs, shall be dated as of its actual date of issuance and delivery and shall be issued as a fully registered bond in the denomination of $1,562,000. Pursuant to the Act, the maximum net effective interest rate for the Bond shall not exceed 20 %. The provisions for prepayment of the Bond prior to its maturity, the registration and exchangeability privileges, BD15708.A(PF) 3 11/24/90 and the medium of payment, shall be as form of such Bond which form is hereby by reference as if set forth in full. set forth in the aforesaid approved and incorporated Section 4. DETERMINATION OF REVENUES. In accordance with the Act, it is hereby determined that (a) no amount is necessary for payment into any reserve fund for retirement of the Bond and maintenance of the Project and (b) the Company shall be required under the terms of the Agreement to pay all taxes levied by the State of Colorado and local taxing bodies with respect to the Project. It is hereby determined that, based on the maximum interest rate of 20% per annum, no more than the following amounts will be necessary for the payment of principal and interest on the Bond: Year Ending December 1 1990 $ 48,203.36 1991 289,220.16 1992 289,220.16 1993 289,220.16 1994 289,220.16 1995 289,220.16 1996 289,220.16 1997 291,016.80 It is hereby determined that the Company shall be required, under the terms of the Agreement, to maintain the Project and carry all proper insurance with respect thereto. Section 5. INVESTMENT OF FUNDS. Colorado National Leasing Inc., in its capacity as funding agent, and its successors shall be, by virtue of this Resolution and without further authorization from the Issuer, authorized, directed and requested to invest and reinvest all moneys available therefor held by it pursuant to the Agreement which by the terms of said Agreement may be invested, or to deposit and redeposit such moneys in such accounts as may be permitted by said Agreement all subject to the terms and limitations contained in the Agreement. Section 6. INCIDENTAL ACTION. The Chairman and Clerk of the Issuer are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid Agreement, the performance of the Issuer's obligations thereunder, and the issuance and sale of the Bond. Notwithstanding any other provision of this Resolution, the Chairman and Clerk are hereby authorized to make or approve such revisions in the Agreement, as, in the opinion of counsel to the Issuer, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution and the financing of BD15708.A(PF) 4 11/24/90 i the Project and determining the actual principal amount of the Bond. Section 7. TAX MATTERS. The Issuer (a) hereby designates the Bond as a "qualified tax - exempt obligation" under Section 265(b)(3)(B) of the Internal Revenue Code at 1986, as amended (the "Code ") and (b) for the purposes of Section 147(f) of the Code, the Issuer hereby approves the Bond and the Project, including the following information regarding the Project: the Project consists of the acquisition and installation of a T5 MRI System which will be installed at the Company's primary place of business at 181 West Meadow Drive, Vail, Colorado, and which will be owned and operated by the Company. Section 8. BOND SHALL NOT CONSTITUTE A PECUNIARY LIABILITY OF THE ISSUER. As required by the Act, the Bond shall be a special, limited obligation of the Issuer, payable solely from the revenues derived from the Project and shall never constitute the debt or indebtedness of the Issuer within the meaning of any provision or limitation of the Colorado Constitution, or Colorado Statutes, and shall not constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. Section 9. REPEALER. All acts, orders, resolution, or parts thereof, taken by the Issuer in conflict with this Resolution are hereby repealed, except that this repealer shall not be construed so as to revive any act, order, resolution, or part thereof, heretofore repealed. Section 10. RESOLUTION IRREPEALABLE. This Resolution is, and shall constitute, a legislative measure of the Issuer, and after the Bond is issued and outstanding, this Resolution shall constitute a contract between the Issuer and the owner or owners of the Bond, and shall be and remain irrepealable until the Bond and the interest accruing thereon shall have been fully paid, satisfied and discharged. Section 11. SEVERABILITY. If any paragraph, clause or provision of this Resolution is judicially adjudged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the intention being that the various paragraphs, clauses or provisions hereof are severable. Section 12. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage. BD15708.A(PF) 5 11/24/90 PASSED, APPROVED AND ADOPTED this 26th day of November, 1990. ATTEST: ounty Clerk and Recorde EAGLE COUNTY, COLORADO By: Chairman, Board of County Commissioners BD15708.A(PF) 6 11/24/90 The motion to pass the Resolution was duly seconded by Commissioner r , put to a vote and carried upon the following vote: Commissioners voting "Yes ": commissioner jj voting y#o"— ,4b5fatneJ �� t (JQ� C, b, The Chairman thereupon declared the motion carried and the Resolution duly passed. After consideration of other business to come before the urned. By:��� Chairman,` Board of Cow Commissioners Eagle County, Colorado Eagle county, Colorado BD15708.A(PF) 7 11/24/90 STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) I, Johnnette Phillips, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. 90-_, is a true and correct copy; that said Resolution was passed by the Board of County Commissioners of Eagle County, Colorado, at its regular meeting held at 551 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Monday, the 26th day of November, 1990; that a true copy of said Resolution has been authenticated by the signatures of the Chairman of the Board of County Commissioners of Eagle County and myself as County Clerk and Recorder thereof, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages 1 through 7, inclusive, constitute a true and correct copy of the record of the proceedings of said Board at its aforesaid meeting, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken, that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my h nd and the seal of Eagle County, Colorado this day of �. 9LL�- Q&Y-46�-- ounty Clerk and Recorder Eagle County, Colorado BD15708.A(PF) 8 11/24/90 \ � � \ � � � . � I \ ( k! � / m) 2 A. \ < G U % _ / / \ � q C77:= \ � � \ � � � . � I \ ( k! � / \M m) \ _ / / ; q q ; lDwS« \ oa /\ / - :. � - � G\ ■ - : \M - EXHIBITA \ _ / / ; q q EXHIBITA