HomeMy WebLinkAbout1975
Exhibit A
A RESOLUTION by the Board of Directors of the Denton
;I County- City of Denton, Texas, Hospital Board
authorizing the issuance of bonds; prescribing the
terms and conditions thereof and the manner in which
the revenues of the Hospital are pledged to the
payment of the principal of and interest on r~uch
bonds; making other provisions for the security and
payment of the bonds and the interest thereon and
making certain covenants in connection therewith.
WHEREAS, the City Council of the City of Denton, Texas,
and the Commissioners' Court of Denton County, Texas, have
theretofore provided for the creation of the Denton County-
ICity of Denton, Texas, Hospital Board under he rovisions
of Article 44941-1, V.A.T.C.S., and has charkdd the said Board
with the operation and management of the Flow Memorial Hospital
,under the provisions of the aforesaid law; and
WHEREAS, this Board has determined that two series of
'bonds should now be issued for the Hospital purposes herein
sct forth; therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DENTON l
COUNTY-CITY OF DENTON, TEXAS, HOSPITAL BOARD:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
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SECTION 1.01: For purposes of clarification and use in this
resolut of n, the following words or terms shall have the following
meanings, unless a different meaning or intent clearly appears
from the context in which such words or terms are used, to wit;
accountant- An individual, parnership or corporation who
then holds a current certificate issued by the Texas Board of
Public Accounting under the provisions of Article 41a, V.A.T.C.S, j
Ur act amendalu►y of oc supplemental to said statute, such
l public accountant to be employed by the Board. f
additional bonds-Bonds which the Board reserves the right
to issue under thi provisions of Section 6.10 of Article VI
of this resolution. f
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architect-An architect or architectural firm, registered f
by the exaa oard of Architectural Examiners, employed by the
l Board,
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average annual. principal and interest requirements-The
arithmetic mean average o tae prrinclpal of and interest 1
on the serial bonds, calculated from the date thereof to
maturity and (ii) the principal of and interest on tern bonds,
(calculated from the date thereof on the a::sumption that all such
1 term bonds will be called for redemption out of the earnings
lof the system at the time l,rescribed by the authorizing pro-
ceedings.
Board-The hoard of Directors of the Issuer.
bonds (sonde -The bonds authorized by this resolution; i.e.,
'The Denton ounty-City of Denton, Texas, Hospital Board Revenue
:Bonds, Series 1975 and The Denton County-City of Denton, Texas,
,,Hospital Board Revenue Bonds, Series 1915-A. j
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bonds similarly secured - Any and all bonds issued by
the Boar3 wTTr are paya-ble from and secured by a first lien
on the net revenues of the Hospital System.
del,-)sitory hank-The bank selected by the Board as its
depository; which bank shall be a member of F.D,I.C.
fiscal year- The twelve month period ending September 30
each year, provided the Board may by resolution change the
fiscal year once in each three year period.
,
Hospital System or Sysr.em - The Flow Memorial Hospital in
DentonTre- as an( any-Fospita1 or hospitals acquired, constructed
or improved with the proceeds of bonds similarly secured together
with all additions thereto and betterments thereof or any of
Lhe came of any nature whatsoever.
Interist and Sinking _F_u_n~d - the "INTEREST AND SINKING FUND"
is created anon stab- sfied by this resolution. f
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Issuer-Uenlou CuuaLy-City of Denton, Texas, Hospital Board
Mandatory Redemption Fund - The "MANDATORY REDEMPTION FUND"
created an esta lishe~y this resolution.
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Maintenance and 0 eraticn Expense - The reasonable and
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necessary current expen- ses for t e operation, maintenance, repairs
j and ordinary restoration of the System, Without limiting the
generality of the foregoing, such term shall include expenses of E
administration, legal, accounting, engineering, architectural,
insurance premiums, payment to health and hospitalization funds, f
any taxes as governmental charges including social security
payments and any other expenses to be paid by the Board which are I
properly and directly attri,)utable to tl,c operation of the
System. Such term shall not include (1) depreciation, amortization
or similar charges, or (2) the cost of expenses for new construction
or (3) deposits or transfers of moneys to the credit of any of j
the following Fends established for the payment and security
of bonds similarly secured, to wit: loterest and Sinking Fund,
Reserve Fund, Mandatory Redemption Fund, Repair and Replacement Fund
maturity or maturit date - The date on which the principal
of a bona-Fiecomes ue an payable as therein or herein provided, j
whether at the stated maturity or by declaration of acceleration,
call for redemption or otherwise.
net revenues - Revenues less maintenance and operation ex-
penses as sue terms are herein defined,
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resolution - This resolution authorizing the issuance of
the Bonus:
Repair end Re l.acement Fund - The "REPAIR AND REPLACEMENT
FUND" create an establls e by this resolution,
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Reserve Fund - The "RESERVE FUND" created and established
by th s reso ut on.
revenues - All tolls, revenues, rates, fees, charges, rents,
the
and o[Fer ncome and receipts ofothe Boardsulincludrom the
owiiership and operation of the p System,
proceeds of any use and occupancy insurance on any portion
of the System.
11 Secretary - The Secretary of Health, Education and Welfare
of thu~d States of America.
P.
serial bonds - she bonds which are scheduled to mature
in the years 1978 through 1994 and additional bonds which,
whka issued, are regularly scheduled to mature in consecutive
years beginning with the initial principal maturity of such
additional bonds.
I' System Fund - The "SYSTEM FUND" created and established by i
this resolution. I
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term bonds - Bonds other than serial bonds and with respect ,
to ad t ona n)nds, those bonds which are made subject to {
redemption from the Sinking Fund Account by reason of deposits
required to be made into said Fund out of the revenues of the
System,
I SECTION 1,02: For all purposes of this resolution, except
where tT c;ntext otherwise requires, (1) words of the masculine
i gender shall be deemed and Construed to include correlative words ;
E; of the feminine and neuter genders, and words of the neuter gender
I; shall be deemed and construed to include correlative words of the
masculine and feminine genders, (2) words of the singular number
j' shall be deemed and construed to include correlative words of the
plural number and vice versa and (3) words importing persons
shall include individuals, public bodies, firms, associations,
and corporations.
ARTICLE II
PROVISIONS RELATING TO THE BONDS
SECTION 2.01: The aggregate principal amount of bonds which
may be a vered-under this resoluton is limited to FIVE HUNDRED
SEVENTY THOUSAND DOLLAFS ($570,000), except for bonds delivered
I upon transfer of, or in exchange for, or in lieu of bonds 1~ur-
suant to Sections 2.09 and 3.03 or bonds issued folder Section 6.110.
SECTION 2.02: 'rhe bonds authorized to be initially issued
under the terns'-of this resolution are in two separate seriees,
One series shall be known as "DENTON COUNTY-CITY OF DENTON, TEXAS,
HOSPITAL BOARD REVENUE BONDS, SERIES 1975" which shr;l be regis-
tered bonds (without coupons) and shall be in the principal
amount of $290,000. The other series shall be known as DENCON
COUNTY-CITY OF DENTON, TEXAS, HOSPITAL BOARD REVENUE BONDS, SERIES
1975-A" which shall be coupon bearer bonds and shall be in the
principal amount of $280,000.
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SECTION 2.03: The bonds shall be dated July 1, 1975,
and sFaa F"Fear fnterest from their date until paid as follows:
The Series 1975 bonds: at the rate of % per annum;
The Series 1975-A bonds: Bonds maturing in the years 1981
and 1982 at 7% and in 1987 through 1994 at 7-1/4% per annum.
Until maturity, interest on the bomla shall be payable on January
1, 1976, and semiannually thereafter on July 1 and January 1 of
each year.
The bonds shall be payable at FIRST DENTON COUNTY
NATIONAL BANK Denton, Texas, which an shall
a so a the Registrar -3-rtFe-Series 1975 bonds, in lawful money
of the United States o2 America, without exchange or collection
charges.
With respect to the Series 1975 bonds, the Registrar and
paying agent shall transmit to the Office of the Secretary in
the Parklawn Building, Rockville, Maryland 20852, or at such
other place as may be designated by the Secretary, all payments
of principal of and interest on the Series 1975 bands and such
payments shall be received by the Secretary no later than 12
o'clock noon on the last business day preceding, the applicable
payment date.
{II SECTION 2.04: All the Series 1975 bonds shall be made payable '
to the ecretary notwithstanding that the Secretary may sell
the bonds. All payments of principal and interest thereon shall
be made to the Secretary, who, if the Secretary shall sell the
bonds, shall act aj the agent for the purchaser or holder in
collecting such payments and remitting them to such purchaser
or holder.
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SECTION 2.05: The Series 1975 bonds (in the principal amount
of $290,000) sliafl be issued for the purpose of providing modern
health care facilities, to wit: the improvement, enlarging, fur-
nishing and equipping the Hospital System; shall each be in the
denomination of Five Thousand Dollars ($5,000); shall be numbered
u consecutively from one (1) upward as shown below and shall mature
~j and become due, subject to the right of prior redemption as
hereinafter set forth, on July 1 in each of the years and in
the respective amounts, as follows:
BOND NUMBERS STATED PAYABLE PRINCIPAL AMOUNT
(All inclusive) _ DATE PAYABLE ON JULY 1
1 1979 $5,000
2 1980 5,000
3 1981 5,000
4 1982 5,000
5 and 6 1983 10,000 i
jl 7 and 8 1984 10,000
9 and 10 1985 10,000
II 11 and 12 1986 10,000
H
`j 13 to 58 20DO J 230,000
The bonds are non-callable for redemption prior to July 1,
1987. The bonds maturing July 1 1000, are subject to redemption
by the Issuer prior to maturity, in whole or in part by lot, on
July 1, 1987, or on any July 1 thereafter, at the principal amount
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thereof plus accrued interest to the redemption date.
The bonds su3turing July 1, 2000, are subject to mandatory
redemption prior to maturity, in part by l.,t, on each July 1
in the following years in the following amounts from money
rrIuired to be deposited in the Mandatory Redemntion Fund, {
at 0,e principal amount thereof plus accrued interest:
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Amornt Year
$10,000 1987
10,000 1988
10,000 1989
10,000 1990
15,000 1991
15,000 1992
15,000 1993
15,000 19014
20,000 19,5
20,000 1996
20,000 1997
20,000 1998
25,000 199')
If less than all of the Series 1975 bonds outstanding are
called for redemption, the selection of such bonds to be called
shall be made by lot by the Board in such manner as the Board
may determine.
Notice of the call for any redemption of the Series 1975 bonds,
setting forth the aggregate principal amount of bondsto be redeemed,
identifying by designation, letters, numbers or other distin-
guishing j
copy of the erefixed for
demption
rdemption tshallebe ogiven obyemailing redcemcd
notice by registered or certified mail at least thirty (30)
days prior to the date f!xed for redemption to the Secretary,
provided, however, that failure to give such notice by mailing, 1
or any defect in each notice, shall not affect the validity
of any proceeding for the redemption of the bonds. Series 1975
bonds called for redemption shall cease to hear interest from and
after the date set for redemption if by 12 o'clo: •.i on the
last business day preceding the date set for redo • sufficient
funds to pay the redemption price have been depositeu with the
Secretary.
That the form of the bonds, the Registration IA-J er and the Comptrol- t
let's Registration Certificate shall be substantially in the following
forms:
SERIES HEW NO. $5,000.00
UNITED STATES OF AMERICA
STATE OF TEXAS
I COUNTY OF DENTON
DENTON COUNTY-CITY OF DENTON, TEXAS,HOSPITAL
BOARD REVENUE BOND, SERIES 1975
KNOW ALL MEN BY THESE PRESENTS that the Denton County-
City of Denton, Texas, Hospital Board (hereinafter sometimes
called tit.. "Ioauer"), a body politic and corporate in and of the
State of Texas, F0k VALUE RECEIVED hereby promises to pay to the
SECRETARY OF HEALTHI EDUCATION, AND WELFARE, (hereinafter
called the "Secretary"), but Solely from the sources and in
the manner hereinafter set north, the principal sum of E
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FIVE THOUSAND DOLLARS
($5,000) on the FIRST DAY OF JULY, and to pay interest there
on from the date hereof at the rater i
per centum ( - per annum, payable sem -
annually on the first day of July, an the first day of January in 11
each year, commencing January 1, 1976, until the principal sum is
paid, subject to the provisions hereinafter mentioned with respect
to redemption prior to maturity.
BOTH PRINCIPAL OF AND INTEREST on this bond and the issue of
bonds of which it is a part are hereby made payable at the
FIRST DENTON COUNTY NATIONAL Bank,
Denton, Texas, which an is also t o eg stray o the said series
of bonds. Such paying agent shall transmit to the office of the
Secretary in the Farklawn Building, Rockville, Maryland, 20852,
or at such other place as may be designated by the Secretary, all
payments of principal of and interest on the said bonds in lawful
money of the United States of America. If the Secretary sells
this bond, he shall act as the agent for the purchaser or holder
in collecting such payments and remitting them to such purchaser
or holder. All payments of principal of andinterest on this ~
bond shall be received by the Secretary no later than 12
o'clock noon on the last business day preceding the applicable
payment date.
THIS BOND is one of a duly authorized issue of bonds of 11ke
date and tenor, except as to number, maturity and right of prior
redemption, numbered consecutively from one (1) upward, eech in
the denomination of Five Thousand Dollars ($5,00, ag regatin in €
principal amount TWO HUNDRED NINETY THOUSAND DOLLARS ( 290,000,
(hereinafter called the "Bonds"), issued for the purpose of
providing modern health care facilities, to wit the improvement,
eniarging,furnishing and equipping the Hospital System, pursuant
to a resolution which is duly recorded in the minutes of the
Denton County-City of Denton, Texas, Hospital Board, Reference
to said resolution is made for a description of the funds charged
with and pledged to the payment of the interest on and principal
of the Bonds, the nature and extent of the security thereof, and
a statement of the rights, duties and obligations of the Issuer, and
the rights of the holders of the Bonds, to all the provisions of
which the holders hereof by the acceptance of this bond assent.
The issue of bonds of which this bond is a part and the Series
1975-A Bonds are secured by a first lien on and pledge of the
net revenues of the Hospital System (as such term is defined in
the resolution).
THIS BOND shall be payable as to principal and interest solely
from the net revenues derived from the operation of said Hospital
System and any other revenues resulting from the ownership thereof.
j The holder hereof shall never have the right to demand payment
hereof out of money raised or to be raised out of taxation.
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THIS BOND is issued and the aforementioned resolution was
I adopted under and pursuant to the Constitution and laws of the
State of Texas, including Article 44941-1, V.A.T.C.S., and the
Issuer hereby covenantq and agrees that it will make and collect
rates and charges for the services supplied by and for the use
f made of said Hospital System, to provide and maintain the adequate
reserves prescribed in the resolution and to pay the principal of
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and interest on all indebtedness payable from such revenues,
including this bond and the series of which it is a part.
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AS SPECIFIED in the resolution hereinabove mentioned, the
Bonds are non-callable for redemption prior to July 1, 1987.
The Bonds maturing July 1, 2000, are subject to redemption at
the option of the Issuer prior to maturity in whole or in part
on July 1, 1987, or on asiy July i thereafter (if less than
all the Bonds are to be redeemed, the bonds to be redeemed shall
be selected by lot in such manner as may be determined by the
Board), at the principal amount thereof, plus accrued interest
to the redemption date. IN ADDITION, the Bonds maturing July 1, s
2000, are subject to mandatory redemption prior to maturity in
part by lot on each July 1 in the following years in the following
amounts from moneys to be deposited in the Mandatory Redemption
Fund at the principal amount thereof and accrued interest:
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PRINCIPAL AMOUNT YEAR
l OF BONDS
$10,000 1967
10,000 1988
10,000 1969
10,000 1990
15,000 1991
15,000 1992
15,000 1993
15,000 1994 j
20,000 1995
200000 1996
20,000 1997
20,000 1998
25,000 1999
AND PROVIDED FURTHER, that the right of redemption shall
be exercised by notice specifying the aggregate principal amount
of bonds to be called, the specific number of all bonds to be called
and the date fixed for redemption, which notice shall be given to
j the Secretary by registered or certified mail at least thirty (3D)
days prior to the date fixed for redemption. All bonds so called
for redemption will cease to bear interest or, the redemption date
provided funds for their redemption shall be received by the Sec-
retary by 12 o'clock noon on the last business day preceding the
redemption date.
The Board reserves the right to issue additional parity
revenue bonds under the terms and conditions stated in the reso-
lution securing the payment of this bond, said additional bonds
f to be payable from the same source and secured in the same manner
as this bond and the issue of which it is a part.
To the extent permitted by the resolution, modifications
or alterations of the said resolution may be made with the consent
of the Issuer and the holders of at least seventy-five percent
in principal amount of bonds similarly secured (as such term is
defined in the resolution) which are then outstanding, but such
modification or alteration is not permitted to affect the maturity,
amount or rate of interest on any such bond without the consent of
the holder.
All notices to be given to the Secretary under the provisions
hereof shall be mailed or delivered to the Secretary at his office
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in the Parklawn Building, Rockville, Maryland 20852, or at such
other place as may be designated by the Secretary by written
G notice to the Tssuer by registered or certified mail at least
thirty (30) days prior to the date on which notice is required s
to be given.
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The resolution authorizing this series of t,onds provides
certain terms and conditions under which the maturity of all
bonds of the issue may be accelerated and become due and payable
immediately.
IT IS HEREBY CERTIFIED AND RECITED that all acts and things
required by the Constitution and laws of the State of Texas, to
!iPPenexist and be performed to and in the issuance of this
a
bond and the passage of said resolution, have happened, exist
and have been performed as so required.
E' IN TESTIMONY iJHEREOF, the Denton County-City of Denton, Texas,
Hospital Board has caused the seal of said Board to be impressed
or a facsimile thereof to be printed hereon and this bond to be
{ executed with the imprinted facsimile signature of the Chairman
of the Board and countersigned by the facsimile signature of the
Secretary of the Board; the date of this bond, in conformity with
the -esolution above mentioned, being the FIRST DAY OF JULY, 1975.
C.RaIrman, Boar of rectors, r
Denton County - City of Denton,
Texas. Hospital Board
l COUNTFRSICIIED:
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Secretary, Board o~ Directors,
` Denton County - City of Denton,
Texas, Hospital Board
Substantially the following form of Comptroller's
Certificate shall be printed on the back of each bond:
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OFFICE OF COMPTROLLER
REGISTER NO.
STATE OF TEXAS
3 HEREBY CERTIFY that there is on file and of record in
my office a certificate of the Attorney General of the State
of Texas, to the effect that this bond has been rxamined by
him as required by law, and that he finds that it has been
issued in conformity with the Constitution an,] laws of, the
State of Texas, and that it is a valid and bidding special
.)bligation of the Denton County-City of Denton, Texas, Hospital
I doara, payablr from the revenues pledged to its payment I,y
and in the revolution authorizing same, and said bond has
I this day been rPgiat.ered by me.
{ WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas, i
I Comptroller o ubTic-Accounts of
the State of ToxAA
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The Registration Ledger to be ;printed on the back of
each bond shall be substantially ill she following form:
REGISTRATION LEDGER
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Date of Registrar's
Registration Registered Owner Authorized Signature
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SECTION 2.06: The Series 1975-A bonds (in the principal amount
of $2UT~UM 7iaT1 be issued for the purpose of providing modern
health care facilities,' to wit: the improvement, enlarging, fur-
nfahing and equipping the Hospital System; shall each be in thv
denomination of Five Thousand Dollars ($5,000); shall be numbered j
consecutively from one (1) upward as shown below end shall mature s
and become due, subject to the right of prior redemption as
1 hereinafter set forth, on July 1 in each of the years and in
I the respective amount~i, as follows: 11
BOND NUMBERS STATED PAYABLE PRINCIPAL AMOUNT
(All inclusive) _ DATE PAYABLE ON JULY 1
1 to 12 1981 $60,000
13 to 24 3982 60,000
25 to 28 1987-~ 20,000 k
29 to 32 1986 20,000
33 to 36 1989 20,000
37 to 40 1990 20,000
41 to 44 1991 20,000
45 to 48 1992 20,000
49 to 52 1993 20,000
53 to 56 1994 20,000
PROVIDED, HOWEVER, the Board reserves the right to redeem the
Series 1975-A bonds maturing on July 1, 1987, and subsequent,
in whole or in part, on July 1, 1986, or any interest payment
date thereafter, at the price of par and accrued interest to
the date -if redemption; PROVIDED, FURTHER, that at least thirty
(30) days prior to a date any bonds are to be so redeemed,
notice of redemption signed by the Secretary of the Board
(specifying the serial numbers and amount of bonds to be
redeemed) s2i,t11 have been filed with the paying agent named in
each of said bonds; and if by the date so fixed for redemption
the Board shall have made available funds in amounts sufficient
to pay the bonds so called for redemption and accrued interest
thereon, any bond ur bonds not presented for redemption pursuant
to aaid notice shall cease to bear interest from and after the
date so fixed for redemption.
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SECTION 2.07: That the form of the Series 1975-A bonds and
the form o`f-coupons shall be substantially in the following forms:
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Bond No. $5,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
II'Il DENTON COUNTY-CITY OF DENTON, TEXAS, HOSPITAL
BOARD REVENUE BONDS, SERIES 1975-A
KNOW ALL MEN BY THESE PRESENTS that the Denton County-City
of Denton, Texas, Hospital Board (hereinafter sometimes called the
"lssuer"), a body politic and corporate in and of the State of
Texas, FOR VALUE RECEIVED hereby promises to pay to bearer, but
solely from the sources and in the manner hereinafter set forth,
the principal sum of
FIVE THOUSAND DOLLARS
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($5,000) on the FIRST DAY OF JULY, 19 , and to pay interest I
thereon from the date hereof at tha rate of
per centum ( per annum, payable semi-
annually on the first day o _Ju1`y-_, and the first day of January
in each year, commencing January 1, 1976, until the principal
sum is paid, subject to the provisions hereinafter mentionee with
respect to redemption prior to maturity.
BOTH ti,,INCIPAL OF AND INTEREST on this bond and the issue
of bonds of which it is a part are hereby made payable at the
Firer Dent4_nS~~e11Y Nation Bank, Denton,
Texas, n aw ul money o~ t e :cite tates of America upon
surrender of this bond and appurtenant coupons.
THIS BOND is one of a duly authorized issue of bonds of like
date and tenor, except as to number, maturity and ri ht of
prior redemption, numbered consecutively from one (1~ upward, each
in the denomination of Five Thousand Dollars ($5,000), aggre-
ating in principal amount- TWO HUNDRED EIGHTY THOUSAND DOLLARS
$280,000) (hereinafter called the ''Bonds"), issued for tLe
purpose of providing modern health cues facilities, ro wit:
the improvemeeit, enlarging, furnishing and equipping the Hospital System,
pursuant to a resolution which is duly recorded in the minutes of
the said Board, Reference to said resolution is made for a
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description of the funds charged with and pledged to the payment
of th~ interest on and principal of the Bonds, the nature and
extent of the security thereof, and a statement of the rights
duties and obligations of the Issuer, and the rights of the
holders of the Bonds, to all the provisions of which the holders
hereof by the acceptance of this bond assent. The issue of
bonds of which this is a part and the Series 1975 Bonds are j
secured by a first lien on and pledge of the net revenues of
the Hospital System (as such term is defined in the resolution).
THIS BOND shall be payable as to principal and interest
solely from the net revenues derived from the operation of said
Hospital resulting from the owner-
and any other revenues re
ship System
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ship thereof. The holder hereof snail never have the rigt+t to
demand payment hereof out of money raised or to be raised out of
taxation.
THIS BOND is issued and the aforementioned resolution was k
adopted under and pursuant to the Constitution and laws of the
State of Texas, including Article 44941-1, V.A.T.C.S., and the
Issuer hereby covenants and agrees that it will make and collect
rates and charges for the services supplied by and for the use
made of said Hospital System, to provide and maintain the adequate
reserves prescribed in the resolution and to pay the principal of
and interest on all indebtedness payable from such revenues,
V. including this bond and the series of which it is a part.
AS SPECIFIED in the resolution hereinabove mentioned, the
Board reserves the right to redeem the bonds of this series
maturing on July 1, 1987, and subsequent, in whole or in
part, on July 1, 1986, or any interest payment date thereafter,
31 at the price of par and accrued interest to the date of
redemption; PROVIDED, HOWEVER, that at least thirty (30)
days prior to a date any bonds are to be redeemed, notice of
redempticn sign^d by the Secretary of the Board (specifying
the serial numbers and amount of bonds to be redeemed) shalt
have been filed with the paying agent named in each of said
I bonds; and if by the date so fixed for redemption the Board
shall have made available funds in amounts sufficient to pay
the bonds called for redemption and accrued interest thereon,
any bond or bonds not presented for redemption pursuant to
I said notice shall cease to bear interest from and after the
date so fixed for redemption.
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THE BOARD reserves the right to issue additional pa, ity
revenue bonds under the terms and conditions stated in the reso-
lution securing the payment of this bond, said additional bonds
to be pa able from the same source and secured in the same manner
as thi s bon yd and the issue of which it is a part.
TO THE EXTENT permitted by the resolution, modifications
or alterations of the said resolution may be made with the
consent of the Issuer and the holders of at least seventy-fivz
percent in principal amount of bends similarly secured (as ..uch j
term is defined in the resolution) which are then outstanding,
but such modification or alteration is not permitted to affect
the maturity, amount or rate of interest on any such bond without
the consent of the holder,
THE RESOLUTION authorizing this series of bonds provides
cert.-In tcr=,7 nnll ^,n4ltinng imdPr which the mattirirv of Ali
bonds of thr, issue may be acceleretci and become oae and payable
immediate:j.
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IT IS HEREBY CERTIFIED AND RECITED that all acts and things
required by the Constitution and laws of the State of Texas, to k
happen, exist and be performed to and in the issuance of this
bond and the passage of said resolution, have happened, exist {
and have been performed as so required.
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IN TESTIMOFY WHEREOF, the Denton County-City of Denton,
Texas, Hospital Board has caused the seal of said Board to be
impressed or a facsimile thereof to be printed hereon and this {
bond and appurtenant coupons to be executed with the imprinted
facsimile signature of the Chairman of its Board and counter-
signed by the facsimile signature of Che Secretary of its Board;
the date of this bond, in conformity with the resolution above
mentioned, being the FIRST DAY OF JULY, 1975.
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Chairman, Boar o D rectors,
Denton County - City of Denton,
Texas, Hospital Board
COUNTERSIGNED: E
Secretary, oar o Directors,
Denton County - City of Denton,
Texas, Hospital Board
The form of coupon (for the Series 1975-A bonds) shall be
substantially as follows:
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NO. ON THE FIRST DAY OF S
19-,
*(unless the bond to which this coupon pertains has been properly
called for redemption In accordance kith its terms), the DENTON
COUNTY - CITY OF DENTON, TEXAS, HOSPITAL BOARD, a body politic !
and corporate in and of the State of Texas, hereby promises to pay I
to bearer, out of funds specified in the bond to which this coupon '
is attached (without right to demand payment out of any funds
raised or to be raised out of taxation), and in lawful money of
the United States of America, without exchange or collection i
charges to the owner or holder, at the
Bank, Denton, Texas, the sum of
DOLLARS
said sum being months' interest due that day on
"DMM COUNTY-CITY OF DERTJN, TEXAS, HOSPITAL BOARD REVENUE BONDS,
SERIES 1975-A," dated July 1, 1975. Bond No.
Secretary, oar o rectors,`iai-rman, Boar- rectors,
Denton Countv-City of Denton, Denton County-City of Denton,
Texas, Hospital Board Texas, Hospital Board
SECTION 2.08: That the seal of :;aid Board may be impressed
on both series `of said bonds, or in the alternative, a facsimile
of such seal may be printed on both series of the said bonds. Both
series of the bonds and the interest coupons (on the Series 1975-A
bonds) appurtenant thereto may be executed by the imprinted
facsimile signatures of the Chairman and Secretary of the Board
of Directors, and execution in such manner shall have the same
effect as if both series of such bonds and coupons (on the Series I
II 1975-A bonds) had been signed by the Chairman and Secretary in
person by their manual signatures. Inasmuch as such bonds are
required to be registered by the Comptroller of Public Accounts i
of the State of Texas, only his signature (or that or a deputy i
designated in writing to act for the Comptroller) shall be
required to be manually subscribed to such bonds in connection
3 with his registration certificate to appear thereon, as above
provided; all in accordance with the provisions of Article 717j-1,
M .T.C.S.
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~i *NOTE TO PRINTER: The parenthetical expression is to be printed
N on coupons maturing January 1, 1987, and subacqucnt, pArtaining
to optional bonds maturing in the years 1987 through 1994.
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SECTION 2.09: The form of Comptroller's Certificate
appear nag on each bond shall be substantially as follows:
fif
OFFICE Oi COMPTROLLER I
REGISTER NO.
STATE OF TEXAS X
I HEREBY CERTIFY that there is on file and of record in
my office a certificate of the Attorney General of the State
of Texas, to the effect that this bond has been examined by
him as required by law, and that he finds that it has been
issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding spf,cial
obligation of the Denton County-City of Denton, Texas,
Hospital Board payable from the revenues pledged to its
payment by and in the resolution authorizing same, and said
bend has this day been registered by me.
WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas,
Comptroller o Public Accounts -of
the State of Texas
SECTION 2,1C: The Board may issue bonds to be exchanged
for any theretofcre lawfully issued and outstanding damaged
or mutilated bonds and as replacements for any theretofore
lawfully issued and outstanding destroyed, lost or stolen
bonds, all in accordance with and under conditions specified
or permitted by Article 715a, R.C.S. of Texas, relating to the
subject.
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{I ARTICLE III
SPECIAL COVENANTS
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SECTION 3.01: The Board is duly authorized under the laws
of the oT--fexas to create and issue the bonds and to make
the pledge of the net revenues hereunder; and that all necessary
action on the part of the Issuer and its governing body for the
creation and issue of the bonds has been duly and effectively
taken, and the bonds in the hands of the holders thereof are and
F will be valid and enforceable special obligations of the Board
rr in accordance with their terms.
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SECTION 3,02: The Board is lawfully seized ano possessed
of the asp tal--gystem free and clear of all liens or encum-
brances.
SECTION 3.03: (a) Except as provided in this resolution,
the Boar w 1 not create or voluntarily permit to be created any
debt, lien or charge on the net revenues which would be on a
parity with or' prior to the lien of the bonds similarly secured;
the board will not do uz umIL Lu uo of buffer to be done or
omitted to be done any matter or thing whatsoever whereby the
priority of the lien securing the bonds similarly secured might ~
or could be lost or impaired; and that it will pay or cause to
be paid or will make adequate provisions for labor, materials,
I supplies or other objects which if unpaid might by law be given
precedence to or an equality with such lien created and established
N for Lhe benefit of the bonds similarly secured, provided, however,
that nothing in this Section shall require One Board Lu pay,
discharge, or make provisions for any such lien, charge, claim
p or demand so long as the valid!Ly Lhereof shall be by it in good
I faith contested,
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(b) Rental of equipment for use in the Hospital System
shall be a maintenance and operating expense.
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(c) Accounts receivable of the Board may be sold or
factoted, but any amounts received therefor shall be deposited j
in the System Fund.
(d) It is further expressly provided that if, prior to
Il the payment of principal of and/or interest on all bonds similarly
secured the Board finds. it desirable to refund part of the
bonds similarly secured under the provisions of any law then
available, said bonds may be refunded (with the consent of the
holders thereof, or when called in 8ccordance wirh this recitals
therein contained), ane the refunding bonds so issued shall
enjoy a complete equality of lien with the portion of the
bonds similarly secured not refunded, and the refunding bonds {
ji shall continue to enjoy in all respects the lien and right to
security under this resolution, including any and all priorities,
enjoyed by the bonds refunded; provided, however, that if any
of the refunding bonds bear interest at a rate greater than
any of the bonds being refunded or if any refudning bond matures
at a date earlier than the maturity date of any bond being re-
funded, such refunding bonds may not to issued without the
consent of the holders of the unrefunded portion of the bonds
similarly secured unless the net earnings of the System, as
shown by the report of an accountant, for the preceding fiscal
year (completed prior to the adoption of the resolution authorizing
the refunding bonds) or for the twelve months preceding the
adoption of the resolution authorizing the refunding bonds, arc
equal to the average annual principal and interest requirements on
all bonds similarly secured after giving effect to the issuance
{ of the refunding bonds (but not including the bonds being refunded).
SECTION 3.04: The Issuer hereby covenants that it will,
without cost to t e holders of bonds similarly secured, promptly
pay and discharge all taxes, assessments and other governmental
charges lawfully imposed upon the System or any part thereof,
so that the lien of the bonds on net revenues and the priority
of such lien shall at all times be wholly preserved; provided, i
however, that nothing in this Section shall require the Issuer
to pay or discharge any tax assessment or governmental charge
so long as the validity thereof is in good faith contested by
the Issuer.
SECTION 3.00): The Issuer covenants that it will at all
times mma `n Cain, '-reserve and keep the Hospital System in good
condition and repair, and that it will from time to time make all
needful repairs, replacements, additions, betterments ani improve-
meets so that the operations and business of the System shall not
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be impaired and that same shall at all times be properly con-
ducted in ,:,h manner that the efficiency of tlc same shall be
fully maintained,
SECTION 3.06: The issuer will duly and punctually keep,
ubserve an_Zypeorm each and every term, covenant and con(hLion ;
contained in this resolution, and will punctually perform all
duties required by the Constitution and laws of the State of
Texas, and the Issuer will make and collect such reasonable and
sufficient charges for services supplied by the Hospital System
j; to all patrons and patients as will be fully sufficient to meet
all the requirements of this resolution, It is expressly covenanted
and agreed that charges for the use of the System will be suffi-
cient at all times to pay for all operating, maintenance, replace-
ment, betterment and interest charges, and to maintain the Fu.,ds
created and established in Article VI of this resolution.
SECTION 3.07: The bonds are issued pursuant to an applica-
tion made to Me Department of Health, Education and Welfare,
Public Health Servic: for financial assistance in the construction
k of the "project" under a direct loan agreement by and between
the Board and the Secretary of Health, Education and Welfare
(Project No. Texas 609M and 609L, Flow Memorial Hospital, Denton,
Denton Couk!ty, Texas;, and the Board covenants it will abide
with all terms of the said Loan Agreement, which is attached
hereto as Exhibit A and made a part hereof for all purposes.
SECTION 3.06: The Issuer covenants that it will establish,
maintain and corIect rates and charges to provide net re%enues
_ (A9 shown in the audit by the accountant) each fiscal year as will
establish and maintain the Bond Fund, Reserve Fund and the Repair 4
and Replacement Fund, and fulfill all other conditions and
requirements of this resolution.
If the Bos.d makes any revision in the rates and fees to
be charged for services rendered (as established at the time of the
authorization of the bonds) a certified copy thereof shall be
supplied to the Secretary, if requested in writing by the Secretary.
SECTION 3,09; The IG.SUPr covenant9 that it will employ a
hospital adminT-strator to manage the operation of the System.
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ARTICLE IV
ACCOUNTS AND RECORDS
SECTION 4.01: The System shall be operated on the basis
of a ism caTyear. E
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SECTION 4.02: On or before the 90th day preceding the
last a -tie fiscal year of the Issuer, the Board shall adopt
a preliminary budget :nr the ensuing fiscal year. A preliminary I
budget, if requested in :;citing by the Secretary, shall be filed
with the Secretary. Each such budget shall show the anticipated 1
(1) revenues of the System and their source, (2) maintenance and
operating expenses in reasonable detail, (3) percentage or j
j, occupancy of the hospital rooms provided by the System, and (4)
average number of patients per day who will use the facilities
of the System.
If within thirty (30) days from the date a copy of the
preliminary budget for the ensuing fiscal year is filed with
the Secretary of the Board, the Secretary requests in writing j
(addressed to the Secretary of the Board a public hearing on
the preliminary budget, the Issuer shall hold such public hear-
ing within fifteen (15) days from the date said request is
received, the Secretary or their duly authorized agents or
attorneys may appear and present any objections against the
final adoption of s:kch budget. Notice of such hearing shall
be given by the Secretary of the Board in writing in such manner
that the Secretary shall receive such notice at least five (5) j
days prior to the date set therefor. I
In the event a public hearing is not requested as provided
in the preceding paragraph, the preliminary budget shall become
the final action of the Board for the ensuing fiscal year. In
tt:e event a public hearing is requested, the preliminary budget
will become the final action of the Board on the date specified
by the Board following the public hearings.
If for any reasor the Board shall fe.il to adopt a budget
for the ensuing fiscal year as hereinabove provided, the budget
for the fiscal year then in effect shall remain in full force
and effect and be treated as the budget for the ensuing fiscal
li year.
SECTION 4.03: In no event shall tht, bonds similarly secured
(as herein Ueffned) or interest thereon be payable from ad valorem
taxation,
SECTION 4.04: Maintenance and operating expenses of the
Issuer shall never exceed the reasonable and necessary amount
thereof, nor the amount provided therefor in the budget, in-
cluding amendments and supplements thereto, for the then current
fiscal year.
i % SECTION 4.05: The Issuer may at any time amend or
supplement to Fudget for a fiscal year provided that (1) a
copy thereof if requested in writing, shall be filed with the
Secretary at least ten (10) days prior to the proposed effective
date thereof, and (2) the proposed amendment or supplement
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{ contains the information required of an annual budget as pro-
vided in Section 4.02 and distinctly specifies the chan;,,es
being made in the original budget for such fiscal year,
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If the Secretary or other holder of bonds reauests(in wri.tiii;) it
addressed to the Secretary of the Board, crhich request is received
at least five days prior to the proposed effective date there-
of) a public hearing thereon, the Issuer shall hold such hearir- j
before such amendment or supplement may become effective. At trip
hearing the Secretary is duly authorized agents or attorne s may
ii appear and present any dctions against the final adoption o
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such amendment or supplement to the budget. Notice of a requested
hearing on the amendment or supplement of the Issuer's budget
shall be given in the time and manner provided in Section 4.02.
If the budget is then amended or supplemented, the amended or
supplemental budget shall be treated as the budget of the Issuer
for all purposes for such fiscal year. Nothing herein shall, be
construed as requiring more than one public hearing (by virtue
of the provisions of Section 4.05) on an amendment or supplement
'I to the budget in any one fiscal year.
SECTION 4.06: The Board shall cause to be kept full and
proper oo ss of records and accounts, in which full, true and
proper entries will be made of all dealings, business and affairs
of the Issuer which in any way effect or pertain to the operation {
of the System, and will make available as records of the Issuer
periodic operating statements for the System, and any facilities
the revenu-s of which are pledged to payment of bonds similarly
secured. The Issuer further covenants that on or before sixty (60)
days after the close of each fiscal year, the Issuer will furnish
(i) to any bondholder who shall request same in writing, and (ii)
to the Secretary, copies of an annual audit report prepared by
an accountant covering the operations of the preceding fiscal
I~ year. Said annual audit report will reflect in reasonable detail
the financial condition and record of operation of the Issuer, the
System and other pledged facilities including, but not limited to,
the following information:
(1) An evaluation of the manner in which the Issuer has
complied with the covenants of the resolution and the Loan
Agreement with the Secretary;
(2) Statement of Operating Income and Expense;
(3) Statement showing analysis of each Fund including
deposits, withdrawals and beginning and ending balances,
(4) General Balance Sheet.
(5) A statement showing a schedule of rates charged for
each class of service as of the close of the fiscal year and
the gross -evenues received,
I (6) Schedule of insurance policies and fidelity bonds in
force showing with respect to each policy and bond the nature
and amount of risk covered, the expiration date and the name of
the insurer.
(7) Nantes and titles of principal officers.
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(8) A gene wl statement concerning, any events or cir-
cumstances which possibly might affect the financial status
of the System.
The Board upon written request of the Secretary will
permit at all reasonable times the said Secretary or hi,: agents,
accountants and attorneys, to examine and inspect the property,
books of account, records, reports and other data relating
to the System and to take copier and extracts therefrom and
will afford a reasonable opportunity to make any such examination
and inspection, and will furnish the Secretary any and all such
inforl aAion as he may reasonably request.
The Issuer shall keep its books and records in accordance
with generally accepted accounting practices for facilities
of like type and size in which complete records shall be made
of all pertinent transactions. In the event terms defined in
this resolution are contrary to the definition in accepted
accounting practices then the definitions of this resolution
shall control.
SECTION 4.07: It is expressly provided that all funds
of the sf suer shall be d-,)osited only in a bank or banks which
are members of the 11sderel Deposit Insurance Corporation.
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ARTICLE V
INSURANCE
SECTION 5.01: Specifically, the Issuer will provide
insurance wittl-respect to every structure constituting a part
of the Hospital System, with risk insurance on each structure
and its contents, covering direct ,hysical loss or damage on i
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the basis of replacement cost. (Such insurance shall be a
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standard fire and extended coveiage policy as prescribed by the
Inr,urance Commission of the State of Text..) Deductible
provisions of up to $100,000 may be provided in each such policy. {
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SECTION 5.02: After the improvement to the System to be
provilea w t.h Fond proceeds becomes revenue producing and during
the time any reserve fund and/or repair and replacement fund
(reated and established under the rovisions of Article VI I
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of this resolution) does not have on deposit therein the total
amount required to be maintained itl such funds, the Issuer shall
1 carry use and occupancy insurance, if the Board determines such f
insurance may be obtained at reasonable cost. Such insurance
shall cover loss of revenue by reason of necessary interruption
(total or partial) in the use of the System resulting from direct
' physical loss or damage to any structure and/or its contents
constituting a part of the Hospital System caused by any risk
or risks mentioned in the preceding Section. If so obtainable,
such insurance shall be in an amount which is not less than the
total amount required to be maintained in each of the aforesaid
Funds less such amount as is on deposit in said Funds on July 1
preceding the date of such police, The said insurance m.iy provide
that the amount payable will not exceed that necessary to pay
I the maintenance and operation expenses and principal Anr inrPrPat
!I' requirements on bonds s'milarly secured for a single period of
interruption of eighteen (18) months, and may provide for the
deduction of an amount corresponding to the ordinary expenses
k saved by reason of the period of interruption; and may provide
for the payment of no indemnity for loss sustained during the
first fifteen (15) days of a period of interruption.
SECTION 5.03: If reasonably obtainable at reasonable cost,
the Issuer staLl procure and maintain war risk insurance Crom
the United States of America or any agency thereof covering
direct physical loss or damage and loss or revenues under cir-
cumstances and conditions referred to in Sections 5.01 and 5.02
of this resolution,
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SECTION 5.04: The Issuer covenants and agrees that it
will procure annmaintain public and other liability in:.urance
of such character and amount as shall be adequate to insure the
Issuer against risks, if any, to which it may reasonable be or
become subject to in the operation and management of the Sytem or
in the construction of additions or improvements to or recon-
struction of the System, provided, however, the issuer shall not
be required to maintain such insurance to the extent the same
iI is carried for its benefit by any contractor, contractors, or
I,I others.
SECTION 5,05: The Issuer shall obtain and keep continually
' in force such employee fidelity and indemnity insurance and bonds
as would ordinarily be maintained by a publicly operated hospital.
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SECTION 5.06: The Issuer shall obtain and keep in force
such workmen's compensation rr empioyur's liability insurance
as may be required by law, and the Issuer is further authorized
to procure, for the benefit of emplryers and their dependents,
group hospitalization insurance of a type and in amounts cus-
tomarily provided by companies engaged in a similar business, i
SECTION 5.07: Payments of premiums on insurance required
or perms-Ttte-3 5-y---~~ections 5.01 to 5.06, inclusive, shall be regarded
as maintenance and operating expenses of the System, provided
that as to hospitalization insurance permitted under the preceding
Section, only such amount of the premium as ordinarily rests upon j
employers engaged in a similar business shall. be treated as a
is maintenance and operation expense of the Issuer.
jl SECTION 5.03: Any insurance proceeds received by the Issuer
shall eitiei e`promptly applied to the repair or replacement of
the property destroyed or damaged, or otherwise to the improvement
of the property comprising the System, or if not so applied or
encumbered within one year from the date of receipt by the Issuer,
such proceeds shall be deposited in the Bond Fund,
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ARTICLE VI
FLOW OF FUNDS AND ADDITIONAL ORLICAT IONS
SECTION 6.01: All revenues of every nature derived from
the operation ol_the Hospital System, and any other revenues
resulting from the ownership thereof, as received from day to day,
shall be deposited in the depository bank (as Trustee) of tl,c I:•:wt
to the credit of a special fund or account to be known as "SYSTFA
FUND". Moneys on hand in the System Fund shall be kept separates
I and apart from all other funds or accounts and shall be pledged,
appropriated and used for the purposes specified in this Article
and in the order of precedence shown as follows:
i First: To the payment of the necessary and reasonable
expenses of operating and maintaining the
Hospital System.
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Second: To the following special funds hereby created
and established to provide security for the
payment of principal of and interest on bonds
similarly secured and to comply with the
redemption provisions applicable to the bonds,
to wit:
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(a) "INTEREST AND SINKING FUND". Moneys e
deposited in this Fund shall be used for the
purppose of paying the principal of and interest
on bunds similarly secured, including interest
due on bonds called for redemption, and such
Fund shall be deposited with the depository bank, as
Trustee.
{I (b) "RESERVE FUND". Moneys deposited in this
! Fund may be used to alleviate any deficiency of
funds in the Interest and Sinking Fund and the
Mandatory Redemption Fund, either or both, which
deficiency would cause (i) an inability to pay
~i the principal of and/or interest on the next
interest and/or principal payment date of bouds
similarly secured or (ii) an inability to redeem
bonds similarly secured in accordance with the
mandatory redemption provisions contained there- !
I in. If a deficiency exists in both of said Funds {
and there is insufficient money in the Reserve I
i Fund to meet all of such requirements, the full I.
amount required to cure the deficiency in the
Interest and Sinking Fund shall be first transferred i
I! to that Fund and any remaining balance shall be i
transferred to the Mandatory Redemption Fund.
This Fund shall be deposited with the depository
bank, as Trustee.
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(c) 'MANDATORY REIEMPTIGN FUND" Moneys deposited
in this Fund shall be used for the purpose of
redeeming bon's similarly secured prior to their
stated maturities. This Fund shall be deposited
with the depository bank, as Trustee. I
(d) "REPAIR A."ID REPLACEMENT FUND". Moneys in this
Fund shall be used only for the purpose of paying
` the cost of emergency or major repairs, renewals
and replacements to the Hospital System necessary
for safe or efficient operation of the same or to
prevent the loss of revenues which might impair
the securityy of bonds similarly secu~ed, TThh
Fund shall be deposited with the depusitory bank,
as Trustee.
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SECTION 6.02: From the moneys on hand in the System Fund,
the Issuer shall-cause to be transferred to the Interest and
Sinking Fund an amount suffl lent to pay the principal of and
interest on bonds similarly becured as the same become due, and
to be used for ,o other purp~ e. All accrued interest received
from the purchaser of the bowls shall be deposited in the Interest
and Sinking Fund.
Upon the delivery of the bonds, or any of ti,em, the amount
required to pay th interest due on the initial interest payment
dai:e shall be determined by the Administrator of the hospital and
such amount (giving effect to the accrued inteiost shall be depnsitedl
in said Fund from the System Fund) in substantially equal install-
ments on the 15th day of January or July (whichever first occurs}
following the delivery of Any bonds and on or before the 15th day
of each month thereafter there shall be deposited in the Interest
and Sinking Fund a sum of money equal to not less than one-sixth
of the amount of interest to become 2 on the next succeeding
interest payment date; and in addition thereto, beginning on July
15, 1977, and on or before the 15th day of each month thereafter,
there shall be depositeu in said Fund a sum of money equal to not
less than one-twelfth (1/12) of the i~rincipal amount of the bonds
maturing on the next succeeding principal date; and such deposits
sh 11 continue to be made until such time as the Interest and
Sinking Fund contains a sum sufficient to pay the principal of and
interest on all bonds similarly secured then rs„tstanding to their
i final maturity. In the event the amount on hand and available in
the system fund for transfer to thc~ Interest and Sinking Fund is
insufficient to rprmir the required deposit in full in accordance
{ with the provisions of this Section, then the amount of an j
deficiency shall be transferred by the Board to the interest and
I Sinking Fund from the other Funds established, in the man;,er
provided in the followin sections.
SECTION 6.03: Initially, the amount to be accumulated aA
ii mainta nned_1n tTT6` Reserve Fund under the terms of this resolution
shall be $ wlhieb sum is equal to not less than the
average annua pr ncipal and interest requirements. Beginning [
July 15, 1978, and on or before the 15th day of each month
thereafter (after making the required deposits to the Interest
and Sinking Fund) the Issuer shall wi ldraw from the System Fund
the sum of $ and such amount shall be deposited forthwith I
in the Reserve'un_F,_until such time as the amount required to be
on deposit in said Fund has been fully accumulated. In the event j
the moneys on hand in the System Fund are insufficient to permit
the required ~eonthly deposits into the Reserve Fund in accr..dance
I with the provisions hereof, then the amount of any deficiency
shall be added to the amounts otherwise required to be deposited
in said Fund on the next date fixed for the transfer of moneys
from the System Fund until all deficiencies are rectified. If
iI moneys are withdrawn from said Fund after the amotmt required to
hl be deposited therein has been fully accumulated, monthly de,2osits
kl shall be resumed at the same monthly rate as were initially made
hh to said Fund until the amount required to be maintained in said
Fund has been fully restored.
E The Board may transfer all or any part of the Reserve Fund
Co the Interest and Sinking Fund or to the Mandatory Redemption
Fund in order to prevent a default in the payment of principal of
d/or interest nn ksor q ¢imilArly secured or to compply with any
mandatory redemption provision which may be applicoble to bonds
Ij similarly secured. 1
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SECTION 6,04: In accordance with the terms and provisions E
of Section 2.DT-of this resolution, the bonds maturing July 1,
2000 are subjevt to mandatory redemption prior to maturity on each
July I in the iollowing years and in the following amounts, to wit-
AMOUNT YEAR
$10,000 1987
10,000 1988
10,000 1989
10,000 1990
15,000 1991
1992
15,000 1
493
15,000 1994
20,000 1995
20,000 2996
20.000 1997
1998
20,000 1
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25,000
Beginning on July 15, 1986 and on or before the 15th day of j
each month thereafter until the bonds maturing in the year 2000
totaling $220,000 in principal amount have been redeemed in
accordance with the above schedule, the Board shall cause to
1I be transferred to the Mandatory Redemption Fund from the System
ic*►d (after making the deposits to the Reserve Fund) a sun of money f
er:1 to not less than one-twelfth (1/12) of the principal amount I
of the bonds to be redeemed on July 1 next following such transfer,
as shown in the foregoing schedule. The transfers to :his Fund
are mandatory and the Board covenants such transfers shall be
made as required. iI
Money deposited in this Fund together with the money deposited
in the Interest and Sinking Fund shall be used to redeem a portion
of the bonds maturing on July 1, 2000, prior maturity as provided in this Section.
SECTION 6.05: Beginning July 15, 1978, and on the 15th day
of eac month-tFereafter (after making the transfers of moneys
to the interest and Sinning Fund, the Reserve Fund and the Mandatory
Redemption Fund, if required) the Board shall withdraw from the
System Fund the sum of $ and the same shall be deposited
forthwith into the Repair ana-Ieplacement Fund, until such time as
said Fund shall contain $ Said Fund shall be continuousl.
supplemented in the dates spe-Urfed as may be required to maintain
the sum of $ _ in said Fund, i
In th.; event the moneys on deposit in the Interest and Sinking
Fund or the Mandatory Redemption Fund are insufficient to pay
the next installment of principal and interest on bonds similarly
secured or to redeem bonds in accordance with any mandatory redemp-
tion provisions applicable thereto, the Board shall cause to
be transferred such amounts as are necessary to eliminate the
deficiencies in said respective Funds from the Repair and Replacemen
Fund. In the event any funds are withdrawn from the Repair and
h Replacement Fund for any purpose, the deposits herein required
shall be resumed until the balance in said Fund amounts to
SECTION 6.06: After making the deposits hereinabove Lequired, l
and a ter t e eITmination of any deficiencies in any of the said
M Funds herein established, the remainder of the moneyy in the
retire advance
E' S7stcm maturity the Board
i, y any
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SECTION 6607: Moneys deposited in the Reserve Fund, the
Mandaiory Redemption Fnnd and Repair and Replacement Fund (pending
their use) may be invested in direct obligations of the United
States of America, having maturities not in excess of five (5)
years from the date of making such investment, as the Board may
y resolution direct, an-i such obligations shall constitute a
part of the respective Funds.
All moneys resulting from the maturity of principal and
I' interest of the obligations in which such funds are invested and
the proceeds from the sale of such obligations shall be considered
a part of such respective Funds and used only for the purpose for
which the same were established; provided, however, that as to the
Reserve Fund and the Repair and Replacement Fund, if the amount
on deposit (by reason of such obligations maturing or the sale of
j the same), the amount of such excess shall be transferred to and
f become a part of the System Fund.
If at any time the Board, in its sole discretion, determines
that the uninvested moneys in such Funds are insufficient for
the respective purposes for which the Funds were established, the
Board shall sell or cause to be sold on the open market any and
all securities held on behalf of the respective Funds to meet such
deficiency or anticipated deficiency.
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SECTION 6608: The Board shall keep an account of all moneys
and investments, if any, pertaining to each of the Funds established)
with it under the provisions of this Article and such moneys and i
investments, if any, shall be held in trust on deposit to the
iI credit of the respective Funds for the benefit of the holder or
holders of bonds similarly secured.
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SECTION 6.09: When reference is made to the amount required
at any one time to De on depnait, in the Reserve Fund, the Mandatory
Redemption Fund or the Repair and Replacement Fund such reference
shall be deemed to include cash on deposit in such Fund plus the
market value of investment securities as of the preceding June 30
or December 31, whichever date is the latest.
SECTION 6.10; Except for bonds or other obligations authorized`
to be`Tssued `or'Tncurred under the provisions of Sections 2.04
and 3.03 of this resolution, no bonds or other obligations of the
Board shall be hereafter issuNd or delivered which would constitute
a lien on the net revenues or properties of the Hospital System,
except to the extent expressly permitted by the provisions of {
this Section, to wit:
A. The Board reserves the right to issue additional bonds on
a parity in all respects with the bonds, and such additional
bonds, if ism d , shall be for the purpose of acquiring funds
to constrt.ct, enlerge, furnish and equip hospitals, purchase
existing hospitals, furnishings and equipment for its
hospitals or for any one of more of such purposes. The right
to issue said additional bonds shall be and is subject to
the following limitatiors and conditions, to wit:
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1. Such additional bonds shall be issued pursuant to
a resolution which prescril,es the date, interest rate
or rates, maturity dates and other details necessary
to identify the additional bonds and the purpose for
which the proceeds thereof are to be used. The
resolution authorizing the additional bonds contains
adequate and appropriate provisions assuring the
application and use of the proceeds thereof for the
specific purposes set forth therein. I
2. The Board has obtained:
(a) A certificate of an accountant which shows
that the net revenues of the Hospital System for
' the fiscal year preceding the aOL,ption of the
resolution authorizi,F; the issuance of additional
bonds or for the twelve month period preceding
the date of the passage of the resolution authorizing
the issuance of additional bonds are equal to not
less than one and one-fourth (1-1/4) times the
average annual (calculated on the basis of a fiscal
year) principal and interest requirements on all
series of bonds then outstanding which are payable
from the net revenues of the System, provided i
however, this paragraph shall not be applicable as
a limitation upon the right to issue additional bonds
to complete the project for which the bonds are herein.
i authorized and shall not limit the right to issue
bonds to complete the project.
(b) A certificate of an accountant showing the
status of inch of the Funds created under this
resolution, dated at a time not more than thirty ;30)
days prior to the date of the certificate presc.ibed
in the preceding paragraph, and that such fur.is are
current or intact. Such funds shall be considered
current or intact if (1) there has been no default
in the payment of principal and interest on all
bonds payable from the net revenues of the System,
and (ii) payments have been made into such Funds as I
f required by this Article so that the full amount
then required (not necessarily the maximum amount
required in the Reserve and Repair and Replacement
Funds) are on deposit in such respective Funds.
3. The resolution authorizing the additional bonds makes
provision whereby:
(a) The principal and interest payments of any
additional bonds a•re provided to mature on January
1 or July 1 (either or both) in each of the years
during the terms thereof.
(b) The improvements or enlargements being acquired
or constructed and any furnishings or equipment
arn,Sired nrP to be made and are made a part of the
Hospital System as such term is defined herein.
E (c) 'the additional bonds are equally and ratably
becuied witla the bonds of this iaouc.
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(d) That rlie total amount to be accumulated in
the Reserve Fund is equal to not less than the
average annual principal and interest requirements
of „ll the then outstanding bonds similarly secured
after giving effect to the issuance of the proposed
additional bonds, and if the total amount to be
accumulated in said Fund is increased by reason of
the issuance of the proposed additional bonds,
provision is made that the additional amount to be
addumulated in not more than one hundred and twenty
(120) months from the date of the proposed additional
bonds.
B. In addition, the Board reserves the right to hereafter
issue ju,iior lien bonds upon such terms and conditions as it
may deer snpropriate and to its best interest, provided that
no such junior lien bonds may be issued unless it is
specifically provided in the resolution authorizing the
issuance of such bonds that the lien upon the net revenues of
the Hospital System securing their payment is junior and
subordinate in all respects to the lien of the bonds similarly
secured, and that all deposits to the Funds established for
the benefit, security and payment of such junior lien bonds
are to be made only after all required payments have been
made to the Interest and Sinking Fund, the Reserva Fund, the
Mandatory Redemption Fund and the Repair and Replacement Fund,
including the curing of any deficiencies in such Funds, created
and established under the provisions of this resolution for t[
the benefit of bonds similarly secured. i
j, SECTION 6.11: Unless otherwise provided in this resolution,
where t e B08-R-7s required to cause any act to be taken on a date
certain (including the transfer of funds provided in this Article),
such action shall be taken on the preceding business day where
the date specified in this resolution falls on a date when the banks
are not open for business.
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SECTION 6.12: The funds received from the sale of the bonds
~j shall~eepostted in a Construction Account for the payment of
I the expenses incurred by the Board in connection with constructing,
~I furnishing and equipping the hospital for which the bonds were
~I issued, and at such time as the construction, furnishing and
equipping of snid hospital has been completed any, remaining
balances in the Construction Account shall be transferred and
I deposited in the Interest and Sinking Fund or the Reserve Fund as
the Board may direct. Disbursements of funds in the Construction
Account shall be made only upon the receipt of an invoice approved
by the Architect and the Board, except the fees of the attorneys
which shall be approved by tlo Board.
The Construction Fund, pending the need for its use, may be
invested in (i) direct obligations of the United States of America
or (ii) certificates of deposit of a state or national bank which,
to the extent not guaranteed b/ the Federal Deposit Insurance
Corporation, are secured by direct obligations of the United States
h of America. Income and i-acrement received by reason of the invest-
ment of the Construction Fund shall remain a part of such fund and
be used for the purposes of which said fund was established.
f{'i Miring the calendar years 1975, 1976 and 1977, the Board
shall cause the Architect to file a monthly report as to progress
in construction with the Board and with the Secretary. Such
report shall show a comparison of aktuai construction progress i
and the scheduled construction time both with respect to time
elapsed and money expended.
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ARTICLE VII
MODIFiCATION OF THIS RESOLU'T'ION
SECTION 7.01: The Secretary shall be considered as the
owner ot•T eries 1975 bonds. The holders of 75% in Principal
amount of the bonds outstanding shall have the right from time
to time to consent to and approve modifications, amendments
or supplements to this resolution as shall be deemed necessary
or desirable for the purpose of modifying or amending any of
the terms; provided, however, that nothing herein contained shall
permit or be construed as permitting the modification or amend-
ment of the terms and conditions contained in this resolution or
in the bonds so as to:
j (a) make any change in the maturity of the bonds; k
(b) reuuce the rate of interest borne by any bonds;
I,
(c) reduce the amount of the principal payable on any
bonds;
(d) modify the terms of payment of principal or interest
on any bonds or impose any conditions with respect
to such payment;
(e) affect the rights of the holders of less than all
of the bonds similarly secured which are then out-
standing; and
(f) reduce the minimum required percentage of consents
to render a modification effective.
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Nothing in this instrument shall be construed as restrict- f
l ing the right to modify this resolution when such modification
is approved by the holders of all outstanding bonds.
SECTION 7.02: The provisions of Section 7.01 are applicable
to amendment of the resolution during the time only bonds are
outstanding. If refunding bonds or additional bonds are issued
hereafter, the provisions of the resolution authorizing the
issuance of such bonds may make this Article applicable to
such bonds.
SECTIO14 7.0s: The issuance of additional bonds which are
payab a rom the net revenues of the System may be authorized
y a resolution of the Board and each resolution shall not be
considered as a modification of this resolution.
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ARTICL' JIll
GENEPAL PROVISIONS
SECTION 8.01: Any notice, request or other instrument
requiredby tFis resolution to be signed or executed by the
bondholders may be executed by the execution of any number of
concurrent instruments of similar tenor, and may be signed or
executed by such bondholders in person or by agent appointed
in writing. k
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The amount of bonds held by any person executing such
instrument as a bondholder and the ownership thereof and the
amount and numbers of bonds held by such person and the date
of his holding the same may be proved by certificate executed j
by any responsible trust company, bank, banker, or other deposi-
tory in a form approved by the Board, showing that at the date
therein mentioned such person had on deposit with such deposi-
tory the bonds described in such certificate.
SECTION 6.02: All the covenants, conditions and provisions
hereoshall ET -Feld to be for the sole and exclusive benefit
of the holders from time to time of bonds similarly secured
and coupons, if any, pertaining to such bonds.
ii
No transfer of the System, or any part thereof, by the
Issuer and no extension of the time of payment of any bonds
similarly secured or interest thereon after such transfer shall
o erate to release or discharge the Issuer, it being agreed that
the liability of the Issuer, to the extent permitted by law, shall II
j continue until all of the bonds similarly secured and interest
thereon are paid in full, notwithstanding any transfer of said
property or subsequent extension of time to the then owner,
or other act which might serve as a legal or equitable discharge
of a surety.
SECTION 8.03: 'this resolution shall operate effectually as
a lien on aTl net revenues pledged hereby.
SECTION 8.04: Should the Issuer (i) fail to pay any bonds
or interest thereon when due .ind such failure to pay either such j
bonds or interest thereon for 90 calendar days after such due
date, or (ii) fail to keep and perform any covenant made by it
hereunder for a period of 90 days after written notice is given
to the Board of the breach of such covenant, the owner of
such bonds (in the case of the Series 1975 bonds, the Secretary) I
shall have the right to declare thas unpaid principal amount,
plus accrued interest thereon due and payable immediately by
giving written notice to the Board. After the giving of such
notice, the owners of such bonds mny proceed to collect such un-
paid amount in the manner provided by law.
SECTION 8.05: No holder of bonds issued under this
resolution nor` a-f any instrument representing interest on such
bonds shall ever have the right to demand payment of the principal
amount of such bonds or interest thereon out of funds raised or
to be raised by taxation.
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SECTION 8.06: Any request or c0usent of the holder of
any bons secure3 hereby given for any of the purposes of this
resolution shall bind all future holders of the same bond or
any bonds issued in exchange therefor or in substitution thereof
in respect of anything done or suffered by the Issuer,
PASSED AND APPROVED THIS day of ,
1975.
ji Chairman, Board of Directors,
Denton County - City of Denton,
Texas, Hospital Board
ATTEST:
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Secretary, Boar o Directors,
Denton County - City of Denton,
Texas, Hospital Board
(Seal)
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Exhibit B
PROJECT NUMBER: Texas-609M and 609L,
Flow Memorial Hospital,
Denton, Denton County,
Texas
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DIRECT LOAN AGREEMENT
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WHEREAS, the Denton County - City of Denton, Texas, Ho;,pital i
Board (hereinafter referred to as the "Borrower"), is a public
agency which has filed with the Secretary of Health, Education,
and Welfare (hereinaf:er referred to as the "Secretary") appli-
cation forms, Project No. Texas - 609M and 609L, Flow Memorial
Hospital, Denton, Denton County, Texas (hereinafter referred to
as the "Application"), for a direct loan under Title VI of the
Public Health Service Act (42 U.S.C. 291 et seg., herci.nafter
referred to as the "Act"), which Applicati-onus been approved
by the Secretary:
I
The Secretary hereby offers to make to the Borrower a
loan to meet part of the cost of eligible construction of the
project described in the Application.
1. Upon written acceptance by the Borrower in the space
provided below and subject to the terms and conditions set forth
herein, the Secretary agrees to make a direct loan to the Borrower
in an amount equal to the lesser of (1) $290,000, or (ii) an
amount which, when added to any other financial a:Ssistance provided
I.
under the Act for the construction project with respect to which
such loan is made, equals 90 per centum of the eligible cost of
construction of such project, as determined by the Secretary in
accordance with the Act and the implementing program regulations
(42 CFR Part 53, hereinafter referred to as the 'Regulations").
2. The commitment of the Secretary described in paragraph 1
above shall be subject to the following terms and conditions:
u. The project with respect to which the loan is
made shall be placed under contract within 12 months from
the date of execution of this Agreement, unless a longer
time is approved by the Secretary, but in no case to exceed
18 months. The project shall be constructed to completion
in accordance with the applicable provisions of the Act
and the Regulations and with plans and specifications
and the terms, conditions, and assurances set forth in the
Application, which Application is attached hereto as
Appendix A and is hereby incorporated by reference and made
a part of this Agreement as though fully set forth herein.
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b. The principal amount of the loan, together with
interest thereon at the rate per annum to be established by
the Secretary at the time of closing of the loan, shall be
repayable over a period of not to exceed 25 years, beginning
on the date of closing of the loan, as follows:
(i) Interest on the unpaid principal balance
of the loan from the date of closing, at the rate so
specified by the Secretary, shall be payable semi-
annually each year on dates fixed by the Secretary at
or prior to the time of loan closing.
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Direct Loan Agreement 2
(ii) The principal of the loan shall be repayable
in installments, in amounts prescribed by the Secretary,
beginning on a date fixed by the Secretary falling
between the second and fourth anniversaries of the
I closing of the loan and continuing annually thereafter
on the same date until the loan is frilly paid, except
that the final installment(s) plus accrued interest
(if not sooner paid) shall be due and payable on a
date fixed by the Secretary not later than the
25th anniversary of the closing of the loan: Provided,
! however, that upon request of the Borrower the ecre-
ary, may, at or prior to the time of loan closing,
fix a date for the repayment of the first annual
installment not later than eleven (11) months following
the third anniversary of the closing of the loan.
C. The loan made pursuant to this Agreement shall be
evidenced by bonds or other similar instruments of debt
(hereinafter called "bonds"), which shall have terms and
provisions and be in form and substance acceptable to the
Secretary, shall be in denominations of $5,000 each unless
a smaller denomination is prescribed by tine Secretary,
and shall be secured by such security as the Secretary
finds reasonably sufficient to insure repayment, which
bonds, together with any security instruments, shall be
delivered to the Secretary at the time of loan closing.
Bonds maturing during a period determined by the Secretary,
not in excess however, of the first ten (10) years
following the closing of the loan, shall be in serial
form, and bonds issued for the remaining years shall be
term bonds maturing on a date fixed by the Secretary for
payment of the final installment of the loan. The bonds
shall be noncallable by the Borrower for the above period
determined by the Secretary from the date of closing, and
for the remaining years the term bonds shall be callable
by lot by the Borrower or its trustee of other fiduciary,
and during the remaining years there shall be an annual
call for redemption pursuant to a mandatory annual sinking
fund in amounts determined by the Secretary in accordance
with 2b(ii) above. To the extent that any call is made
beyond amounts necessary to fulfill the annual sinking fund 11
requirements, Such call may be made at such premiums as
1 may be prescribed by the Secretary and stated in the trust
indenture or similar instrument.
d. The Secretary may at any time sell and assign the
bonds and guarantee the payment thereof, and in such case,
though the bonds are not held by the Secretary, all payments
thereon shall continue to be paid to the Secretary as collection,
agent for the purchaser. Where the Secretary has sold and
quaranteed the bonds and incurs any lass by reason of the
Borrower's default, the Secretary shall be subrogated to all
rights of the purchaser of such bonds for recovery of such
loss from the Borrower.
e, If the Borrower shall default in making payment, when
due, of the principal and interest on the loan made pursuant
to this Agreement, and such detault is not cured within 90
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Direct Loan Agreement 3
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days after the happening thereof, the Secretary shall have
the right to declare the entire unpaid principal amount of
the loan, plus interest accrued and unpaid, due and payable
immediately and to proceed to collect such unpaid amount
in any manner provided by law.
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f. Closing of any loan made pursuant to this Agreement
shall be accomplished prior to the beginning of construction I
on the project, and shall be held at such time and place as
may be specified by the Secretary.
I g. Construction on the project shall begin not later
I; than thirty (30) days after closing on the loan: Provided,
however, that in the event of flood, earthquake, w n storm
I or other act of Cod, labor difficulties, fire or other
similar happening, upon request of the Borrower the Secre-
tary may, if he finds such act of God or other happening
of sufficient severity to constitute just cause for
postponing the beginning of construction, approve a delay
in construction beyond the thirty days.
h. This Agreement shall be subject to the provisions
of the Act and the Regulations, and any further regulations
of the Secretary not inconsistent with the express provi-
sions hereof.
The Secretary of Health, Education,
and Welfare
By:
Typed Name:
Title:
Date:
ACCEPTANCE BY BORROWER:
Denton County-City of Denton, Texas, Hospital Board
By :
Typed Name:
Title: Chairman Board of Directors
Date: _
Ipp
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attachments:
Eppendix A (Application)
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DIRECT LOAN
BOND PURCHASE AGREEMENT
$29U,OuU
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Denton Cour City of Denton, Texas,
Hospital Boa: venue Bonds, Series 1975
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Denton County-City of Denton, Texas, Hospital Board
Denton, Texas
Gentlemen:
The undersigned, Secretary of Health, Education and Welfare
of the United States or his designee acting for and on behalf of
said Secretary (collectively herein called the "Secretary"),
pursuant to the Direct Loan Agreement by and between the Secretary;
and Denton County-City of Denton, Texas, Hospital Board (the
"Board"), a copy of which is attached hereto as Exhibit A and
by this reference is made a part hereof, hhereby offers to enter
into this Direct Loan Bond Purchase Agreement (the "Purchase
Agreement") with you for the purchase by the Board more fully
described below. Upon acceptance of this offer by you, this
Purchase Agreement shall be in full force and effect in accordance
with its terms and shall be binding upon both the Secretary and
the Board.
1. Upon the terms and conditions and upon the basis of the
representat.ons, warranties and covenants set forth herein, the
Secretary pursuant purs you, uant to the Direct Loan Agreement, hereby agrees rof
pure and you agree to sell to the Secretary, all
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purchase f
(but not less than all) of $290,000 aggregate principal aawunt of
Dentin Count;-City of Denton, Texas, Hospital Board Revenue Bonds,
~j Series 1975 (hereinafter called the "Sonde") having the maturities
ii (July 1 of each year) and bearing interest at the rate stated
r below, such interest being payable on January 1, 1976, and semi-
annually thereafter on July 1 and January 1 of each year, at the
purchase pric6 of $290,000 plus interest accruing on the Bonds
' from July 1, 1975, to the date of delivery, as bareinafter
defined:
Year of
Maturity Principal Amount
1979 $ 5,000
1980 5,000
1981 5,000
1982 5,000
1983 10,000
1984 10,000
1985 10,000
10,000
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2000 230,000
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All of such bonds shall bear interest from their date until paid
at $ per annum. `
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The Board represents and warrants that the Bonds shall be
subject to redemption as set forth in the order authorizing
their issuance and shall in all other respects be the same bonds
described in such order. f
2. You represent and warrant to the Secretary (and it shall
be a condition of the obligation of the Secretary to purchase
and accept delivery of the Bonds that you shall so represent and
warrant) that: The Board has complied and will comply at the
Delivery in all material respects, in connection with the
issuance of the Bonds, with the Constitution and laws of the State
of Texas, particularly Article 44941-1, V.A.T.C.S. and has full
legal right, power and authority to enter into the Direct Loan
i Agreement and this Direct Loan Bond Purchase Agreement, to issue,
sell and deliver the Bonds to the Secretary a9 provided herein
and to carry out and consummate all other transactions contemplated
by the issuance and sale of said bonds.
3. On the day of 1975, or on such
other date as shall-'Have been mutua ly agreed upon, you shall
deliver to the Secretary the Bonds in definitive form, duly
executed and authenticated, together with the other documents
hereinafter mentioned, and for the Bonds as set forth in Paragraph
1 hereof, by check or checks drawn upon the Treasurer of the
United States of America payable to the order of Denton County-
Hospital Board". Delivery and payment as `
City of Denton, Texas,
aforesaid shall be made at such plrce as shall have been mutually
agreed upon. This payment and delivery is herein called the
"Delivery"
4. The Secretary's obligations hereunder to purchase and
i! pay for the Bonds shall be subject to the performance by you of
your obligations to be performed hereunder at or prior to the
Delivery and the accuracy in all material respects of your
representations and warranties contained herei:i and shall be subject
to the following:
I' (a) That the tItno of the Delivery, as indicated by
a certificate, dated the date of Delivery, there shall
have been taken in connection with the issuance of the
Bonds such actions as, in the opinion of Dumas, Hu uenin,
Boothman and Morrow shall be necessary and appropriate in
connection with the transactions contemplated hereby.
(b) That at or prior to the Delivery the undersigned
skull receive the following documents:
(i) Ttie final opinion, dated the date of
Delivery, of Dumas, Huguenin, Boothman and Mcrrm
bond counsel to the Board;
(ii) A copy of an opinion of the Attorney.,
General of the State of Texas approving the vadity
of the Bonds;
(iii) A cent+.ficate by the State Comptroller
evidencing r~giatraoio,i of such bonds in his office:
and
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(iv) A certificate, dated the date of the
Delivery by an appropriate officer of the Board to the
effect that no litigation is pending or Lhreatened
(eit'er in state or federal courts) to restrain or
enjoin the issuance, execution or delivery of the Bonds
or in any manner questioning the proceedings or
authority for the issuance of them or affecting directly
or indirectly the validity of the obligations or of
any provisions made or authorized for their paytient or
contesting the existence of the Board or the title of
any of its members or officers to their respective
offices (but in lieu of such certificate the Secretary
may accept certificates by bond counsel and the Board's
counsel acceptable to it in form and substance, that
in their opinion the issues raised in any such pending
or threatened litigation are without substance or that
the contentions of any plaintiffs therein arL without j
merit). j
5. This Purchase Agreement is made solely for the benefit {
of you and the Secretary (including his successors in office or
authority) and no other person shall acquire or have any right
hereunder or by virtue hereof. All your representations,
warranties and agreements in this Purchase Agreement shall remain
operative and in full force and effect, regardless of any
investigation made by or on behalf of the Secretary and of delivery
of and payment for the Bonds hereunder.
6. This Purchase Agreement shall become effective upon the
execution of the Acceptance hereof by the Chairman of the Board
of Directors of the Denton County-Cit of Denton, Texas, Hospital
.
yy
'i Board and stall be valid and entorceablE as of tha time of such
acceptance.
i, Very truly yours,
SECRETARY OF HEALTH, EDUCATION
AND WELFARE
{
By - j
Accepted;
This day of _ 1975.
DENTON COUNTY-CITY OF DENTON, TEXAS, HOSPITAL BOARD {
!1 E
By
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B
Y _
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Exhibit B
`PROJECT NUMBER: Texas-609M and 609L,
Flow Memorial Hospital,
Denton, Denton County,
Texas
DIRECT LOAN AGREEMENT
WHEREAS, the Denton County - City of Denton, Texas, Hospital
Board (hereinafter referred to as the "Borrower"), is a public
agency which has filed with the Secretary of Health, Education,
and Welfare (hereinafter referred to as the "Secretary") appli-
cation forms, Project No. Texas - 609M and 609L, Flow Memorial
Hospital, Denton, Denton County, Texas (hereinafter referred to
as the "Application"), for a direct loan under Title VI of the
Public Health Service Act (42 U.S.C. 291 et se q., hereinafter
referred to as the "Act"), which Applicatlons been approved
by the Secretary:
The Secretary hereby offers to make to the Borrower a
loan to meet pa►t of. the cost of eligible construction of the
project Jescribed in the Application.
1. Upon written acceptance by the Borrower in the space
provided below and subject to the terms and conditions set forth
herein, the Secretary agrees to make a direct loan to the Borrower
in an amount equal to the lesser of (1) $290,000, or (ii) an
amount which, when added to any other financial assistance provided
under the Act for the construction project with respect to which
such loan is made, equals 90 per centum of the eligible cost of
construction of such project, as determined by the Secretary in
accordance with the Act and the implementing program regulations
(42 CFR Part 53, hereinafter referred to as the "Regulations"). j
I
2. The commitment of the Secretary described in paragraph 1
above shall be subject to the following terms and conditions:
a. The project with respect to which the loan is
made shall be placed under contract within 12 months from
I the date of execution of this Agreement, unless a longer
time is approved by the Secretary, but in no case to exceed
18 months. The project shall be constructed to completion
in accordance with the applicable provisions of the Act E
I and the Regulations and with plans and specifications
and the terms, conditions, and assurances set forth in the
Application, which Application is attached hereto as
Appendix A and is hereby incorporated by reference and made
a part of this Agreement as though fully set forth herein.
b. The principal amount of the loan, together with
interest thereon at the rate per annum to be established by
the Secretary at the time of closing of the loan, shall be
repayable over a period of not to exceed 25 years, beginning
on the date of closing of the loan, as follows: I
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(i) Interest on the unpaid principal balance
I of the loan from the date of closing, at the rate so
~i specified by the Secretary, shall be payable semi-
annually each year on dates fixed by the Secretary at
or prior to the time of loan closing.
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I
r Direct loan Agreement 2
(ii) The principal of the loan shall be repayable
in installments, in amounts prescribed by the Secretary,
beginning on a date fixed by the Secretary falling
between the second and fourth anniversaries of the
closing of the loan and continuing annually thereafter
on the same date until the loan is fully poid, except
that the final installiient(s) plus accrued interest
(if not sooner paid) shall be due and payable o-, a
date fixed by the Secretary not later than the
25th anniversary of the closing of the loan: Provided,
however, that upon request of the Borrower thee-
ary may. at or prior to the time of loan closing,
fix a date for the repayment of the first annual
installment not later than eleven (11) months following
the third anniversary of the closing of the loan.
C. The loan made pursuant to this Agreement shall be
evidenced by bonds or other similar instruments of debt
(hereinafter called "bonds"), which shall have terms and
provisions and be in form and substance acceptable to the
Secretary, shall be in denominations of $5,000 each unless
a smaller denomination is prescribed by the Secretary,
and shall be secured by such security as the Secretary
finds reasonably sufficient to insure repayment, which
bonds, together with any security instruments, shall be
delivered to the Secretary at the time of loan closing.
Bonds maturing during a period determined by the Secretary,
not in excess, however, of the first ten (10) years
following the closing of the loan, shall be in serial I
form, and bonds issued for the remaining years shall be
term bonds maturing on a date fixed by the Secretary for
payment of the final installment of the loan. The bonds
shall be noncallable by the Borrower for the above period
determined by the Secretary from the date of closing, and
for the remaining years the term bonds shall be callable
i' by lot by the Borrower or its trustee or other fiduciary, 1
and during the remaining years there shall be an annual
call for redemption pursuant to a mandatory annual sinking
fund in amounts determined by the Secretary in accordance
with 2b(ii) above. To the extent that any call is made
beyond amounts necessary to fulfill the annual sinking fund
requirements, such call may be made at such premiums as I
may be prescribed by the Secretary and stated in the trust
indenture or similar instrument.
d. The Secretary may at any time sell and assign the
bonds and guarantee the payment thereof, and in such case,
though the bonds are not held by the Secretary, all payments
thereon shall continue to be paid to the Secretary as collection
agent for the purchaser. Where the Secretary has sold and
guaranteed the bonds and incurs any loss by reason of the
Borrower's default, the Secretary shall be subrogated to all
f' rights of the purchaser of such bonds for recovery of such
II loss from the Borrower. ,
i
e. If the Borrower shall default in making payment, when
due, of the principal and interest on the loan made pursuant
to this Agreement, and such default is not cured within 90
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I
Direct Loan Agreement 3
days after the happening thereof, the Secretary shall have
the right to O.eclare the entire unpaid principal amount of
the loan, plus: interest accrued and unpaid, due and payable
immediately and to proceed to collect such unpaid amount
in any manner provided by law.
f. Closing of any loan made pursuant to this Agreement
shall be accomplished prior to the beginning of construction
on the project, and shall be held at such time and place as
may be specified by the Secretary.
g. Construction on the project shall begin not later
than thirty (3G) days after closing on the loan: Provided,
however, that in the event of flood, earthquake, w In storm
or ogler act of God, labor difficulties, fire Lr other
similar happening, upon request of the Borrower the Secre-
tary may, if he finds such act of God or other happening
of sufficie:it severity to constitute just cause for
postponing the beginning of construction, approve a delay
in construction beyond the thirty days.
h. This Agreement shall be subject to the provisions
of the Act a mi the Regulations, and any further regulations
of the Secretary not inconsistent with the express provi-
sions hereof.
The Secretary of Health, Education,
and .,clfarc
i
BY -
Typed Name:
Title:
Date:
ACCEPTANCE BY BORROWER:
f' Denton County-City of Denton, Texas, Hospital Board
I By : -
Typed Name: _ i
Title: Chairman Board of Directors
u Date:
h ~
A achments:
Appendix A (Application)
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