NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF MANAGERS OF THE EL PASO COUNTY HOSPITAL DISTRICT: /

Transcription

1 RESOLUTION OF THE BOARD OF MANAGERS OF EL PASO COUNTY HOSPITAL DISTRICT APPROVING AND AUTHORIZING A TAX ANTICIPATION LOAN AGREEMENT; AUTHORIZING CERTAIN DISTRICT OFFICIALS TO EFFECT SUCH LOAN AND EXECUTE THE NECESSARY LOAN DOCUMENTS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED THERETO WHEREAS, the El Paso County Hospital District d/b/a University Medical Center of El Paso (the District ) is a hospital district and political subdivision of the State of Texas duly created, organized and existing under the Constitution and general laws of the State, including Chapter 281 of the Texas Health and Safety Code, as amended; and WHEREAS, pursuant to Chapter 315 of the Texas Health and Safety Code, as amended, the District is authorized and empowered to borrow money and enter into a loan agreement for purposes of a hospital owned or operated by the District and to secure such loan by pledging tax revenue to be collected by the District during the 12-month period following the date of the pledge that is not pledged to pay the principal of or interest on the District s outstanding indebtedness; and WHEREAS, the Board of Managers of the District (the Board ) believes that the District s projected revenues may not be received by the District at the times necessary to pay when due the District s hospital expenses, including any a reasonably required operating reserve; and WHEREAS, pursuant to the District s request, Wells Fargo Bank, National Association (the Bank ) has presented the District with the terms of a tax anticipation loan (the Loan ) to meet the District s anticipated cash flow needs and such terms have been previously reviewed and approved by the Board s Finance Committee; and WHEREAS, the Bank has indicated a willingness to memorialize the Loan in a Tax Anticipation Loan Agreement (the Agreement ), in substantially the form reviewed at this meeting and attached to this Resolution as Exhibit A; and WHEREAS, Chapter of the Texas Health and Safety Code, as amended, authorizes the Commissioners Court of El Paso County ( Commissioners Court ) to impose and collect ad valorem property taxes to be imposed for the benefit of the District; and WHEREAS, the Board considers it to be in the best interest of the District to enter into the Loan and to execute the Agreement and any related promissory note; and requests that the Commissioners Court approve the Loan and authorize the pledge of taxes thereto; and WHEREAS, the meeting at which this Resolution is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF MANAGERS OF THE EL PASO COUNTY HOSPITAL DISTRICT: /

2 that: Section 1. Loan Authorized. The Loan is hereby approved and authorized provided (a) the aggregate principal amount of the Loan shall not exceed $25,000,000; (b) the interest rate shall not exceed a variable rate equal to the 1-month LIBOR rate plus 1.75%, adjusted monthly; and (c) the maximum maturity date for the Loan shall not exceed February 28, Section 2. Approval of Agreement. The Agreement, in substantially the form attached hereto as Exhibit A, is hereby approved and is authorized to be submitted to Commissioners Court in connection with its approval of the Loan and Agreement and the District s pledge of taxes to the Loan. Upon such approval by Commissioners Court, the Chief Executive Officer of the District, or in his absence, the Chair of the Board, is authorized and directed to execute the Agreement and the promissory note attached to the Agreement which memorializes the Loan (the Note ), on behalf of the District, with such changes thereto as may be approved by the officers executing the same on behalf of the District, their execution thereof to constitute conclusive evidence of such approval. Any other officer of the District is authorized to attest, if necessary, to such officer s signature. Section 3. Pledge of Taxes for Note. Subject to the approval of Commissioners Court and solely on behalf of the District and only with respect to taxes collected for the District s operating and maintenance obligations that is not otherwise pledged to pay the principal of or interest on any outstanding indebtedness of District, the Board hereby authorizes the pledge of the tax revenue to be collected by District during the 12-month period following the date of the Note to the timely payment of principal and interest on the Note. Section 4. Approval by Commissioners Court. The Board hereby requests that the Commissioners Court favorably consider the approval of the Loan and the Agreement when submitted by the District s Chief Executive Officer. Section 5. Authorized Representative. The following persons are each hereby named as an Authorized Representative of the District for all purposes of the Loan and the Agreement, including, without limitation for the purposes of executing supporting agreements and certificates: persons occupying the positions of Chair of the Board, Chief Executive Officer of the District, Chief Financial Officer of the District and Comptroller of the District. The Bank may rely on this designation until revoked or otherwise altered in a writing executed by an Authorized Representative and delivered to the Bank. All prior actions taken by any Authorized Representative, District officer or any Board member in connection with the Loan and execution of the Agreement are hereby ratified and confirmed as authorized acts of the District. Section 6. Further Procedures. Each Authorized Representative and the District s Chief Legal Officer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the District all agreements, instruments, or such other documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms and provisions of /

3 this Resolution, the Agreement and the Loan. In the event that any officer of the District whose signature shall appear on any document shall cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 7. No Personal Recourse. No recourse shall be had for payment of the principal of or interest on the Loan or for any claim based thereon, or on this Resolution, against any District official or employee, any member of Commissioners Court or any person executing the Agreement or the Note. Section 8. Miscellaneous. (a) Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement. If any provision of this Resolution or the application thereof to any circumstance shall be held to be invalid, the remainder of this Resolution or the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Resolution would have been enacted without such invalid provision. (b) This Resolution shall be in force and effect from and after its passage as of the date shown below and shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. (c) All orders and resolutions or parts thereof inconsistent with the provisions of this Resolution are hereby repealed to the extent of such inconsistency. (d) The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Board. (e) The section headings herein are for convenience only and shall not affect the construction hereof. Board. (f) This Resolution shall take effect upon its adoption and approval by the [remainder of page left blank intentionally] /

4 PASSED, APPROVED AND EFFECTIVE on this day of, EL PASO COUNTY HOSPITAL DISTRICT Chairman, Board of Managers ATTEST: Secretary, Board of Managers (SEAL) / [signature page of Resolution]

5 EXHIBIT A Loan Agreement (See Attached) /