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HomeMy WebLinkAboutOrdinance - 8273-1981 - Approv And Auth Health Facilities Dev. Corp, Approv. Artic. Of Incorp. - 12/17/1981... . .. . ,. \F\1-'i\ ORDINAN.CE NO. 8273 1-\'-\-'3~ CITY SECRETARY-rn'EASURER AN ORDINANCE by the City Council of the City of Lubbock, Texas, approving and authorizing the creation of a health facilities development corporation, approving articles of incorpora- tion for such corporation, appointing the initial directors of such corporation; and approving initial bylaws for such corporation. WHEREAS, pursuant to authority conferred by the "Health Facilities Development Act", Chapter 783, Acts of the 67th Legislature, Regular Session, 1981 (the 11 Act11 ), cities, counties and hospital districts may approve and authorize the creation of one or more nonmember, nonstock public corporations with powers set forth therein, for the sole purpose of acquiring, constructing, providing, improving, financing and refinancing health facilities, as defined in the Act, in order to assist the maintainence of the public health, with powers, among others, to issue bonds and otherwise borrow money at tax-exempt interest rates to the extent permitted by the Internal Revenue Code of 1954, as amended, and to loan such money to providers of health care service in order to finance the acquisition, con- struction, and improvement of facilities found by the board of directors of such corporations to be required, necessary, or convenient for health care, research, and education, any one or more; and WHEREAS, the Act provides and requires that the governing body of the city, county or hospital district (the "sponsoring entity") under whose auspices the corporation is created approve the articles of incorporation, bylaws and any amendments thereto of such corporation, appoint the board of directors of the corporation, and, subject only to any limitation provided by the Constitution and laws of the State of Texas and of the United states relating to the impairment of contracts entered into by such corporation, may alter the structure, organization, programs or activities of such corporation at any time; and WHEREAS, the Act further provides that health facilities purchased or owned by such corporations be assessed for ad valorem tax purposes to the private user and be subject to a sales and use tax to the private user to the same extent as if purchased by such user directly, and therefore no loss of tax revenues will result from the creation of such a corporation or from any of its activities; and WHEREAS, any bonds issued by such a corporation shall not constitute obligations of the State of Texas, the sponsoring entity or any other political subdivision or agency of the State or a pledge of the faith and credit of any of them; all such bonds must contain on their face a statement to such effect; and no such corporation is author- ized to incur financial obligations under the Act unless the same are payable solely from the proceeds of bonds, revenues derived from the lease or sale of a health facility or realized from a loan made by such a corporation to finance or refinance in whole or in part a health facility, revenues derived from operating a health facility, or any other revenues as may be provided by a user of a health facility, any one or more; and WHEREAS, upon dissolution of such a corporation, the title to all funds and property then owned by such corporation shall, under the Act, automatically vest in the sponsoring entity without further conveyance, transfer or act of any kind whatsoever; and WHEREAS, the City Council of the City of Lubbock, Texas, has determined that the present and prospective health, safety and general welfare of the City and its residents would be served by the creation of a nonprofit health facilities development corporation under and pursuant to the Act; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: SECTION 1: That it is hereby found and determined that it is in the public interest and to the benefit of the residents of the City of Lubbock, Texas, and the citizens of this State that a health facilities development corporation be created under the Act to promote and develop new, expanded, or improved health facilities, being any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, constructing, enlarging, remodeling, renovating, improving, furnishing, or equipping of which is found by the board of directors of such corpora- tion to be required. SECTION 2: That the creation of a health facilities development corporation on behalf of the City of Lubbock, Texas, with the powers set forth in the Health Facilities Development Act, to be named 11 Lubbock Health Facilities Development Corporation", is hereby authorized and approved. 2 SECTION 3: That the Articles of Incorporation for such corporation in the form and to the effect attached hereto as Exhibit A, which Exhibit is incorporated herein by reference and made a part hereof for all purposes to the same extent as if set forth herein in full, are hereby approved. SECTION 4: That the persons named in Article Seven of such Articles of Incorporation are hereby appointed as initial directors of such corporation and each of said persons herein appointed to the Board shall hold office for a term of years specified in Section 2.1 of Article II of the initial bylaws of the corporation. SECTION 5: That the initial bylaws for such corporation in the form and to the effect attached hereto as Exhibit B, which Exhibit is incorporated herein by reference . and made a part hereof for all purposes to the same extent as if set forth ~erein in full, are hereby approved. PASSED AND APPROVED, on first reading, the 17th day of December , 1981. PASSED AND APPROVED, on this the 14th day of January Ma AT'l'EST; /ff~~ Lubbock, Texas (City Seal) 3 and final reading, W~e jf ~11~ of Wrxaz SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION Charter No. 595010 The undersigned, as Secretary of Stale of thr Staie of Texas, hereby certifies that Articles of Incorporation for the aLo\'C corporation duly ~ig:ned and verified pursuant to the provisions of the H talth FacilitieE De\'clopment Act of 198], have been received in this office and arc found to co11form to law. ACCORDINGLY the undn~igrwd, aF such Srnrtary of Stale, and by virtue of IIH' authorit~ \C':-lt-d in him by law, herd1y is~uc;; this Ce:r1ifi(•a1r of lnrnrpuratiun 1111d a1- lnd1r-f hn1·to a ropy of the Articki-of Ineorporntion. f) Id January 28 ;1 C _______ ..._ ____ _ 19 82 . ~~t/,/4th,__ Sccrr.! ary of Sta le ARTICLES OF INCORPORATION OF LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and is a resident of the City of Lubbock, Texas, acting as incorporators of a health facilities development corporation under the Texas Health Facilities Development Act, Article 152~; Vernon's Texas Civil Statutes, with the approval of the governing body of the City of Lubbock, Texas (the "City") evidenced by its ordinance filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is Lubbock Health Facilities Development Corporation. ARTICLE TWO The corporation is a nonprofit corporation. ARTICLE THREE The period of duration of the corporation is perpetual. ARTICLE FOUR The purpose of the corporation is to acquire, construct, provide, improve, finance, and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, con- structing, enlarging, remodeling, renovating, improving, furnishing, or equipping of which is found by the board of directors of the corporation to be required, necessary, or convenient for health care, research, and education, any one or more, within the State of Texas, all to assist the maintenance of the public health. The corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE FIVE The corporation has no members and is a nonstock corporation. ARTICLE SIX The street address of the initial registered office of the corporation is Lubbock National Bank Building Lubbock, Texas 79401 , and the name of its initial registered agent at such address is Mar==i~o=n~T~•c.-Key...a.... _______ _ Attorney at I.aw ARTICLE SEVEN The affairs of the corporation shall be managed by a board of directors composed of such number of natural persons (not less than three) as may be fixed by the bylaws; provided that the governing body of the City may, in its sole discretion and at any time, alter the structure, or- ganization, programs, or activities of the corporation, sub- ject only to any limitation provided by the constitution and laws of the State of Texas and of the United States relating to the impairment of contracts entered into by the corporation. Directors shall be appointed by the governing body of the City for a term of no more than six years. Until changed by the bylaws the original number of directors shall be seven ( 7 ). The names and addresses of the persons who s~h-a~l-1 ___ _ serve as initial directors of the corporation are as follows: Name SELL, George TAYLOR, R.C. SANTOS, Dr. Ray MURFEE, J. Louis PAYNE. Leland JOHNSON, Marcia (Mrs. Paul) BERRY, Shelton CPA Address 4403 -15th (16) First National Bank (01) 3215 -41st (13) 1302 Avenue G 4512 -11th (16) 3814 -22nd Pl. 1808 Broadway (01) P.O. Box 313 (08) 4407 -JQth (16) 4513 -13th (16) 3309 -55th (13) 4630 -5Cltl1 (14} Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that they may be reim- bursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. ARTICLE EIGHT The initial bylaws of the corporation shall be adopted by its board of directors, and the power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors; provided that the initial bylaws and all amendments thereto, substitutes therefor, and repeals thereof shall be subject to the approval of the governing body of the City. ARTICLE NINE Whenever all bonds and obligations of the cor- poration have been paid and discharged or adequate provision has been made therefor and the governing body of the City shall have by written resolution authorized and directed the dissolution of the corporation, the corporation shall be dissolved as provided in the Health Facilities Development Act. Whenever dissolution occurs, the title to all funds and properties then owned by the corporation shall not be transferred to p~ivate ownership, but shall automatically vest in the city without any further conveyance, transfer, or act of any kind whatsoever. ARTICLE TEN The name and street address of each incorporator is as follows: Name Marion T. Key John A. Flygare Fred Gothard Address Lubl:ock National Bank Building Lubbock, Texas 79401 1600 Civic Center Plaza Lubl::x:>ck, Texas 79401 4000 -24th street Lubbock, Texas 79410 -3- ARTICLE ELEVEN That the City has by ordinance, duly passed and adopted by its governing body, specifically authorized the corporation to act on its behalf to further the public purposes set forth herein and the address of the City is as follows: IN WITNESS this January 19 THE STATE OF TEXAS COUNTY OF LUBBOCK 916 Texas Avenue P. 0. Box 2000 Lubbock, Texas 79457 set our hands I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 19th day of January , 1982 , personally appeared before me Marion T. Key --, John A. Fware , and Fred Gothard , who, eacheing by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) My-Commission Expires: 9/20/84 ~l~and the State SUZANNE SELF -4- for BYLAWS OF Exhibit B LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION ARTICLE I NAME AND PURPOSE SECTION 1.1. Name. The name of the corporation is Lubbock Health Facilities Development Corporation. SECTION 1.2. Purpose. The purpose of the cor- poration is to acquire, construct, provide, improve, finance, and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, constructing, enlarging, remodeling, renovating, improving, furnishing, or equipping of which is found by the board of directors of the corporation to be required, necessary, or convenient for health care, research, and education, any one or more, within the State of Texas, all to assist the maintenance of the public health. The corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individuali no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. SECTION 1.3. Limitation on Purposes. In the exercise of its powers and the accomplishment of the purposes of the corporation, no real, personal, or mixed property shall be acquired, constructed, provided, improved, financed, or refinanced unless (i) such property constitutes a "health facility", as defined in the Health Facilities Development Act, Chapter 783, Acts of the 67th Legislature, Regular Session, 1981 and (ii) the "user" of such "health facility" is a "non-profit corporation", as defined in the Hospital Project Financing Act, Article 4437e-2, Vernon's Texas Civil Statutes and such user is an organization described in Sec- tion 50l(c)(3) of the Internal Revenue Code of 1954, as amended, and is exempt from tax under Section 501(a) of such Code. , ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Number, Appointment, and Tenure. The affairs of the corporation shall be managed by a Board of Directors which shall consist of seven (7) natural persons. Each director shall be appointed by the governing body of the City of Lubbock, Texas (the "City") and the initial directors appointed to the Board shall serve staggered terms of office as follows: three (3) directors to serve a two (2) year term of office; two (2) directors to serve a three (3) year term of office; and two (2) directors to serve a four (4) year term of office; At the organizational meeting of the Board of Directors, the persons initially appointed to the Board shall draw for terms of office as set forth above. Except for directors initially appointed to the Board, directors shall hold office for a term of four (4) years and until their successors are appointed. Each director appointed to fill a vacancy created by the resignation or removal of a director prior to the expiration of his term shall serve for the balance of the unexpired term. Each director shall be removable by the governing body of the City for cause or at will. SECTION 2.2. Meetings. The Board of Directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purpose for which the corporation is organized. Special meetings of the board of directors shall be held at the call of the secretary of the corporation upon the direction of the president of the corporation or upon written request of any two directors. Notice of each special meeting shall be given by the secretary to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the City as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on -2- the ground that the meeting is not lawfully called or convened, A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 5.1 of these bylaws. SECTION 2.3. Quorum. The presence of four (4) directors shall be necessary and sufficient for the trans- action of business at each meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. SECTION 2,4 Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors or which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the Secretary of State under the Health Facilities Development Act or otherwise executed and delivered by any officer of the corporation. SECTION 2.5. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation. Each such committee shall consist of two or more persons, all of whom shall be directors. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated and appointed by a resolution adopted by a majority of the directors at a meeting at which a quorum is present or by the president. Membership on such committees may, but need not be, limited to directors. SECTION 2.6. Compensation of Directors. Each director shall serve as such without compensation, but shall be reimbursed by the corporation from legally available funds -3- for his actual expenses incurred in the performance of his duties. ARTICLE III OFFICERS SECTION 3.1. Officers. The officers of the corporation shall consist of a president, a vice-president, a secretary, a treasurer, and an assistant secretary and may also include such other officers and assistant officers as the board of directors may elect or the president may appoint at any time and from time to time. Any two or more offices may be held by the same person, except the offices of president and secretary. The board of directors shall elect the officers of the corporation at its first meeting, at the first meeting following each anniversary date of the initial issuance of certificates of incorporation of the corporation by the Secretary of State, and, in the case of an election to fill any vacant office, at the first meeting following the vacating of such office. Each officer shall hold office for a period of one (1) year. Each officer elected to fill a vacancy which occurs prior to the expiration of the term of such office shall serve for the balance of the unexpired term. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified. Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. SECTION 3.2. President. The president shall preside at all meetings of the board of directors. The president shall be the chief executive officer of the cor- poration and, subject to the control of the board of direc- tors, shall have general charge and supervision of the manage- ment of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. The President shall sign and execute all legal documents and instruments in the name of the corpor- ation when authorized to do so by the board of directors, except when the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. SECTION 3.3. Vice-President. The vice-president shall, in the event of the absence or disability of the president for any cause whatever, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be prescribed from time to time by the board of directors. -4- SECTION 3.4. Secretary. The secretary shall have charge of the records and correspondence of the corporation under the direction of the president. The secretary shall give notice of and attend all meetings of the board of directors and shall take and keep true minutes of and record all votes cast at such meetings. All such records, correspondence, and minutes shall be open at all times to inspection by any director and by any representative of the City. The secretary shall also discharge such other duties as shall be assigned to the secretary by the president or the board of directors at any time and from time to time. SECTION 3.5. Treasurer. To the extent not other- wise provided in any resolutions of the board of directors relating to the issuance of bonds, debentures, or notes of the corporation or instruments authorized by the board of directors to provide security therefor, the treasurer shall have the custody of all the funds and securities of the corporation; shall deposit the same to the credit of the corporation in such banks or depositories as the board of directors shall designate; shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the corporation and of all receipts and disbursements of the corporation, all of which books shall be open at all times to inspection by any director and any representative of the City shall, under the direction of the board of directors, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the corporation; and shall also make such transfers and alterations in the securities of the corporation as may be ordered by the board of directors. The treasurer shall also discharge such additional duties as may be prescribed at any time and from time to time by the board of directors. The treasurer shall give bond only if required by the board of directors. The treasurer shall render to the president and directors an account of all such person's transactions as treasurer and of the financial condition of the corporation whenever they may request the same. SECTION 3.6. Assistant Secretary. The assistant secretary shall, in the event of the absence or disability of the secretary for any cause whatever, discharge the duties of the secretary, and the assistant secretary shall perform such additional duties as may be prescribed at any time and from time to time by the board of directors. -s- ARTICLE IV MISCELLANEOUS SECTION 4.1. Fiscal Year. The fiscal year of the corporation shall be the period determined by resolution of the board of directors from time to time. SECTION 4.2. Principal Office. The principal office of the corporation, at which all books and records of the corporation shall be kept, shall be -------------------------------· SECTION 4.3. Seal. The official seal of the corporation shall consist~a five-pointed star surrounded by two concentric circles, the outer circle bearing the name "Lubbock Health Facilities Development Corporation" and the inner circle bearing the word "TEXAS", and such seal may be impressed, printed, or attached to any instrument authorized by the board of directors, but such seal shall not be necessary to the proper execution by the officers of the corporation of any such instrument unless otherwise specified by the board of directors. ARTICLE V AMENDMENTS SECTION 5.1. Amendments. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the affirmative vote by a majority of the directors of the corporation present at any meeting of the board of directors at which a quorum is present, provided that notice of the proposed alteration, amendment, repeal, or adoption is contained in the notice of such meeting, and provided further that each such alteration, amendment, repeal, or adoption shall be subject to the approval of the governing body of the City. APPROVED AND ADOPTED, this the , 1982. -------- day of Secretary, Board of Directors -6- CERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the l]t~ day of December , 1981, the City Council of the City o Lubbock, Texas, convened in Regular session at its regular meeting place in the City Hall of said City; the duly constituted members of the Council being as follows: BILL McALISTER ALAN HENRY .. M. J .-ADERTON - E. JACK BROWN JOAN BAKER MAYOR COUNCILMEMBERS and all of said persons were present at said meeting, except the following: · · ·N~p-· ~b~ nt. · · · · · · · · . Among other business consiaerea at said meeting, the attached ordinance entitled: · ORDINANCE NO. 8273 "AN ORDINANCE by the City Council of the City of Lubbock, Texas, approving and authorizing the creation of a health facilities development corporation, approving articles of incorporation for such corporation, appointing the initial directors of such corporation; and approving initial bylaws for such corporation." was introduced and submitted to the Council for first reading. After presentation and due consideration of the ordinance, a motion was made by cou'n~ilnian E~ Jack Brown that the ordinance be passed and adopted on irst rea ing. The motion was seconded by Councilwoman · Joan Baker and carried by the fo !lowing vote: 5 voted "FOR" o voted "AGAINST" 0 abstained ------ all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the duly qualified and acting members of the City Council of said City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of the time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the afo_resaid public business, was open to the public and written notice of said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the 17th day of ·oecerriber· · , 1981. -. ~- (City Seal) CERTIFICATE OF· CITY SECRETARY THE STATE OF TEXAS COUNTY OF LUBBOCK CITY OF LUBBOCK § § § § § I, the undersigned, City Secretary of the City of Lubbock, Texas, DO HEREBY CERTIFY as follows: 1. That on the 14th day of January , 1982, the City Cotmci 1 of the City of Lubbock, Texas, convened in Re~f ar session at its regular meeting place in the City Hall of sai City; the duly constituted members of the Council being as follows: BILL McALISTER ALAN HENRY -· M.J .· ADERTON - E. JACK BROWN JOAN BAKER ) . ) ) ) MAYOR COUNCILMEMBERS and all of said persons were present at said meeting, except the following: None Among other business considered at said meeting, the attached ordinance entitled: "AN ORDINANCE NO. 8273 ORDINANCE by the City Council of the City of Lubbock, Texas, approving and authorizing the creation of a health facilities development corporation, approving articles of incorporation for such corporation, appointing the initial directors of such corporation; and approving initial bylaws for such corporation." was introduced and submitted to the Council for second reading and final passage and adoption. After presentation and due consideration of the ordinance, a motion was made by cau1fi Jwa~i;i Balr~r that the ordinance be passed on second reading and fina ya opted. The motion was s econ de d by councilman Brawo and carried by the following vote: __ s .... voted "FOR" 0 voted 11 AGAINST 11 a abstained all as shown in the official Minutes of the Council for the meeting held on the aforesaid date. 2. That the attached ordinance is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of said City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of the time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled ordinance, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Section 3A, V.A.T.C.S. IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the· seal of said City, this the 14th day of January , 1982. _ ·C:~ j~ C1.tySe~tary City of Lubbock, Texas (City Seal) USO CON N£CTICUT AVE ,N W WASHIN.,lON O C .!0036 iELE.PHONE ;i!Oi!i .d.52-6800 TELEX 89-2602 AMt:RICAN BANK TOWER, SUlTE 1740 221 WEST SIXTH STREE.T AUSTIN, TE)(AS 78701 TELEPHONE (512) 474•5201 JOf-tN M ORR PA~TNE.R FULBRIGHT & ~AWORSKI BA.Nt< OF THE: SOUTHWE:ST BlJll.Oll'iG HOUSTON, TEXAS 77002 TELEPHONE ,7131 651-S•SI TELE.X 76-ae2a JN DALLAS DUMAS. HUGUl:N,N BOOTHMAN & MO~ROW 150'11 MAIN STREET DALL.AS, T£x--..s 75201 TELEPHONE f214l 741-34SB February 4, 1982 LANDMARK BUll..DING, SUITE i!OO 705 EAST HOUSTON AVENUE: SAN ANTONIO, TEXAS 78205 TELEPHONE (512) 224-5575 2 ST. JAM E515 PLACE' LONOON, SWIA tNP TELEPHONE (01) 629·1207 l"ELEX 28310 Re: Lubbock Health Facilities Development lt,')f::ri@r;. Corporation --Certificate of Incorporation /i(llJ~~f}ff,r;t----:- ------------------------""" FfB 8 ~gr~, Mrs. Evelyn Gaffga L7/y S£Ci'··. C "IJ!/ City Secretary-Treasurer "t'hnf City of Lubbock P.O. Box 2000 Lubbock, Texas Dear Mrs. Gaffga: 79457 I am happy to enclose one copy of the Articles of Incorporation of the Lubbock Health Facilities Development Corporation (the "Corporation") on which has been stamped "File d i n the Office of the Secret ary of St a te of Texa s, January 28, 1982 11 and which is attached to a Certificate of Incorporation indicating that such Articles have been filed with the Secretary of State pursuant to the provisions of the Health Facilities Developme nt Act of 1981 and have been found to conf orm to law. The charter number of the Corporat ion is No. 595010. The Certificate of Incorporation and the Articles of Incorporation are being delivered to you in accordance with Section 2.03(b) of the Health Facilities Development Act. The certificate and Articles should be placed with the permanent records of the City relating to this matter. An organizational meeting of the Board of Directors of the Corporation will be held in the fairly near future. At that time, the Board will adopt the Bylaws as approved by the City Council of the City of Lubbock. After such Bylaws have been approved, I will provide you an executed copy of such Bylaws. By copy of this letter, I am providing to various other interested parties photocopies of the enclosed material. Mrs. Evelyn Gaffga February 4, 1982 Page Two If you should have any questions concerning the enclosed material or any other matters relating to the Corporation, please do not hesitate to contact me. Very truly yours, JMO: jlp Enclosures cc w/enclosures: Mr. John Ross, City Attorney, City of Lubbock Mr. Jim Blagg, Assistant City Manager, City of Lubbock Mr. Joe W. Smith, First Southwest Company Mr. John W. Grimes, First Southwest Company Mr. Fred Gothard, St. Mary of the Plains Hospital Mr. George M. Brewer, Methodist Hospital Mr. Theodore L. Dehne, Jr., Blyth Eastman Paine Webber Health Care Funding, Inc. John Flygare, Esq. Marion T. Key, Esq. Mr. Elbert M. Morrow (Firm) Mr. Ed H. Esquivel (Firm) ARTICLES OF INCORPORATION OF LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and is a resident of the city of Lubbock, Texas, acting as incorporators of a health facilities development corporation under the Texas Health Facilities Development Act, Article 1528j; Vernon's Texas Civil statutes, with the approval of the governing body of the City of Lubbock, Texas (the ucity11 ) evidenced by its ordinance filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is Lubbock Health Facilities Development Corporation. ARTICLE TWO The corporation is a nonprofit corporation. ARTICLE THREE The period of duration of the corporation is perpetual. ARTICLE FOUR The purpose of the corporation is to acquire, construct, provide, improve, finance, and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, con- structing, enlarging, remodeling, renovating, improving, furnishing, or equipping of which is found by the board of directors of the corporation to be required, necessary, or convenient for health care, research, and education, any one or more, within the State of Texas, all to assist the maintenance of the public health. The corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE FIVE The corporation has no members and is a nonstock corporation. ARTICLE SIX The street address of the initial registered office of the corporation is Lubl:ock National Bank Building Lubl:ock, Texas 79401 , and the name of its initial registered agent at such address is Mar==i=o=n~T~-~~=e~y _______ _ Attorney at Law ARTICLE SEVEN The affairs of the corporation shall be managed by a board of directors composed of such number of natural persons (not less than three) as may be fixed by the bylaws; provided that the governing body of the City may, in its sole discretion and at any time, alter the structure, or- ganization, programs, or activities of the corporation, sub- ject only to any limitation provided by the constitution and laws of the state of Texas and of the United States relating to the impairment of contracts entered into by the corporation. Directors shall be appointed by the governing body of the City for a term of no more than six years. Until changed by the bylaws the original number of directors shall be seven ( 7 ). The names and addresses of the persons who s~h-a~l~l---- serve as initial directors of the corporation are as follows: Name SELL, George TAYLOR, R.C. SANTOS, Dr. Ray MURFEE, J. Louis PAYNE, I el and JOHNSON, Marcia {Mrs. Paul) BERRY, Shelton CPA Address 4403 - l 5th (16) First National Bank (01) 3215 -41st {13) 1302 Avenue G. 4512 -11th {16) 3814 -22nd Pl. 1808 Broadway {01) P.O. Box 313 (08) 4407 -10th (J 6) 4513 -13th { 16) 3309 -55th ~13) 4630 -!50th 14) Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that they may be reim- bursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. ARTICLE EIGHT The initial bylaws of the corporation shall be adopted by its board of directors, and the power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors; provided that the initial bylaws and all amendments thereto, substitutes therefor, and repeals thereof shall be subject to the approval of the governing body of the City. ARTICLE NINE Whenever all bonds and obligations of the cor- poration have been paid and discharged or adequate provision has been made therefor and the governing body of the City shall have by written resolution authorized and directed the dissolution of the corporation, the corporation shall be dissolved as provided in the Health Facilities Development Act. Whenever dissolution occurs, the title to all funds and properties then owned by the corporation shall not be transferred to P+ivate ownership, but shall automatically vest in the City without any further conveyance, transfer, or act of any kind whatsoever. ARTICLE TEN The name and street address of each incorporator is as follows: Name Marion T. Key John A. Flygare Fred Gothard Address Lubbxk National Bank Building Luboock, Texas 79401 1600 Civic Center Plaza Lubl:ock, Texas 79401 4000 -24th Street Lubtxx:k, Texas 79410 -3- ARTICLE ELEVEN That the city has by ordinance, duly passed and adopted by its governing body, specifically authorized the corporation to act on its behalf to further the public purposes set forth herein and the address of the city is as follows: 916 Texas Avenue P. o. Box 2000 Lubbock, Texas 79457 IN WITNESS WHEREOF, we have hereunto set our hands this January 19, 1982 • THE STATE OF TEXAS COUNTY OF LUBBOCK I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 19th day of January , 1982 , personally appeared before me Marion T. Key --, John A. EJ~r1re , and Fred Gothard , who, each eing by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) My Commission Expires: --~ 9/ 20 ___ /_8_4 ______ _ -4- the State of SUZANNE SELF for ARTICLES OF INCORPORATION OF Exhibit A LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is of the age of 18 years or more and is a resident of the city of Lubbock, Texas, acting as incorporators of a health facilities development corporation under the Texas Health Facilities Development Act, Article 1528j; Vernon's Texas civil st'atutes, with the approval of the governing body of the City of Lubbock, Texas (the "City11 ) evidenced by its ordinance filed in connection herewith approving these Articles of Incorporation, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is Lubbock Health Facilities Development Corporation. ARTICLE TWO The corporation is a nonprofit corporation. ARTICLE THREE The period of duration of the corporation is perpetual. ARTICLE FOUR The purpose of the corporation is to acquire, construct, provide, improve, finance, and refinance any real, personal, or mixed property, or any interest therein, the financing, refinancing, acquiring, providing, con- structing, enlarging, remodeling, renovating, improving, furnishing, or equipping of which is found by the board of directors of the corporation to be required, necessary, or convenient for health care, research, and education, any one . - or more, within the State of Texas, all to assist the maintenance of the public health. The corporation shall be operated exclusively for such purpose without profit. No part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual; no substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation; and it shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE FIVE The corporation has no members and is a nonstock corporation. ARTICLE SIX The street address of the initial registered office of the corporation is Lubl::ock National Bank Building Lubl::ock, Texas 79401 , and the name of its initial registered agent at such address is Mar-==i=o=n~T=•::...-.:a.K=e~y _______ _ Attorney at I.aw ARTICLE SEVEN The affairs of the corporation shall be managed by a board of directors composed of such number of natural persons (not less than three) as may be fixed by the bylaws; provided that the governing body of the City may, in its sole discretion and at any time, alter the structure, or- ganization, programs, or activities of the corporation, sub- ject only to any limitation provided by the constitution and laws of the State of Texas and of the United States relating to the impainnent of contracts entered into by the corporation. Directors shall be appointed by the governing body of the City for a term of no more than six years. Until changed by the bylaws the original number of directors shall be seven ( 7 ). The names and addresses of the persons who s~h-a~l~l---- serve as initial directors of the corporation are as follows: Name Address _,_ Each director shall hold office for the term for which he is appointed and until his successor shall have been appointed and qualified unless sooner removed. Directors shall serve as such without compensation except that they may be reim- bursed for their actual expenses incurred in the performance of their duties under the Health Facilities Development Act. ARTICLE EIGHT The initial bylaws of the corporation shall be adopted by its board of directors, and the power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors; provided that the initial bylaws and all amendments thereto, substitutes therefor, and repea}s thereof shall be subject to the approval of the governing body of the City. ARTICLE NINE Whenever all bonds and obligations of the cor- poration have been paid and discharged or adequate provision has been made therefor and the governing body of the City shall have by written resolution authorized and directed the dissolution of the corporation, the corporation shall be dissolved as provided in the Health Facilities Development Act. Whenever dissolution occurs, the title to all funds and properties then owned by the corporation shall not be transferred to private ownership, but shall automatically vest in the City without any further conveyance, transfer, or act of any kind whatsoever. ARTICLE TEN The name and street address of each incorporator is as follows: Name Marion T. Key John A. Flygare Fred Gothard Address Luboock National Bank Building Lubb:Jck, Texas 79401 1600 Civic Center Plaza Lublx>ck, Texas 79401 4000 -27th street Lubt:ock, Texas 79410 -3- ARTICLE ELEVEN That the City has by ordinance, duly passed and adopted by its governing body, specifically authorized the corporation to act on its behalf to further the public purposes set forth herein and the address of the City is as follows: 916 Texas Avenue P. 0. Box 2000 Lubbock, Texas 79457 this IN WITNESS WHEREOF, we have hereunto set our hands 1982 • THE STATE OF TEXAS COUNTY OF LUBBOCK Marion T. Key John A. Flygare Fred Gothard I ~ I I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this---.,-...--day of , 1982 , personally appeared before me -Mar-1-·o_n_T_.-Ke_y___ --, John A, Fl,¥gare , and Fred Gothard , who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true. IN WITNESS 'WHEREOF, I have hereunto set my hand and seal the date and year above written. (SEAL) My Commission Expires: -4- Notary Public in and for the State of Texas FIRST s-OOMPANY JOSEPH W. SM 1TH SENIOR VLCE PAP!SIOl!::Nl' Mrs. Evelyn Gaffga INVESTMENT BANKERS 103 CITIZENS NATIONAL BANK BLDG. ABILENE, TEXAS T9601 January 28, 1982 City Secretary-Treasurer City of Lubbock P. Oo Box 2000 Lubbock, Texas 79457 Re: Lubbock Health Facilities Development Corporation Dear Evelyn: < 915) S72-8432 I received your letter to Mr. Orr of January 19 yesterday and I want to make sure that you have an original completed and notarized copy of the Articles of Incorporation for the City's records and that is attached. It is possible that you have already received an original notarized copy of these Articles, in which event you will, of course, have two sets, but if so, I do not need the attached copy returned to me, Following registration of the corporation by the Secretary of State and the organizational meeting of the Board of Directors, at which time I anticipate that the by-laws of the corporation (referred to as Exhibit Bin Section 5 of Ordinance #8273) will be adopted by the Board, Hr. Orr will make certain that you receive a completed and executed copy of the by-laws for the City1s records. By copy of this letter to Mr. Orr, I am asking him to make certain that provision is made for this . Thank you very much for your careful attention to all of these documents. JWS :gc Enclos ure cc: Mr. John Attorney Fulbright and Jaworski Bank of The Southwes t Building Houston, Texas 77002 CITY SECRETARY-TREASURER 762-6411 P. 0. Box 2000 LUBBOCK. TEXAS 79457 Mr. John M. Orr Attorney at Law Fulbright & Jaworski Bank of tlle Southwest Building Houston, Texas 77002 January 19, 1982 RE: Health Facilities Development Corporation Lubbock, Texas (Ord, 8273) Dear Mr. Orr: Pursuant to your letter of December 11, 1981, returned herewith to you are the following documents, distributed as instructed, to-wit: John M. Orr Certif. of City Sec. (1) (First reading, 12fol7/81) Certif. of City Sec. (3) (Second reading -1/14/82) Ordinance No. 8273 (7)* Joe Smith Certif. of City Sec. (1) (first reading, 12/17/81) Certif. of City Sec, (1) (Second reading, 1/14/82) Ordinance No. 8273 (1) City of Lubbock Certif. of City Sec. (first reading) Certif. of City Sec. Ordinance No. 8273 (1) *Nine originals were executed, for what reason I never understood. Also, instruc- tions for distribution are unknown to me. The Articles of Incorporation and the By-Laws have never been in my possession, nor do I know the disposition of these documents. Mr. Smith functions in a different manner than I, and he had total jurisdiction over them, securing the signatures of the incorporators on one occasion, and their acknowledgements on another. These documents, as I understand it, were left in the care of a Mr. Angelo, who picked up from my office on Friday morning, January 15, the appoint- ments to the Board of Directors, a copy of which is attached, should anyone be interested. It is my understanding that these names and the principal place of business of the corporation were not to be incorporated in the "exhibits" reflected in Mr, John M. Orr -2-January 19, 1982 the ordinance, so I have not done so. The City's files do not contain an original of these documents, which by law should be a part of the official records. In the event you have any of these originals, I would appreciate receiving some documentation 1n support of that which the Council approved. If you deem it necessary for me to do something further on this matter, please let me know. Enclosures cc w/enclosures: Joe W. Smith P.O. Box 20754 Abilene, Texas 79604 Sincerely, EVELYN GAFFGA City Secretary-Treasurer tlSO COM NECTICUT AVE N W WASH,NGTON, O.C 20036 TELEPHONE ~2021 452-6800 lElEX 89-,!602 AME:RICAli BANk TOWEA, SUITE 1740 221 WEST 5PXTH STREET AUSTIN, T~XAS 78701 TELEPHONE (512) 474-5201 .JOHN t,1 ORR PARTNER FULBRIGHT & JAWORSKI BANK OF Tl-IE SOUTHWEST BUILD ING HOUSTON, TEXAS 77002 TEL!i,:PHONE (713: ssi -StSI TCLEX ?"6•2BZ8 IN DALLAS DUMAS, HUGUEt.tJN SOOTHM,A.N & MOPIF40W 1309 M.A.IN STREET DALLAS, T£'.XAS 7S20l TELlr;;PHONE (21~] 741 ·345B December 11, 1981 Re: Lubbock Health Facilities Development Corporation-- Ordinance, Certificate of City Secretary, Articles of Incorporation, and Bylaws Mrs. Evelyn Gaffga C i ty Secretary City of Lubbock P. o. Box 2000 Lubbock, Texas 79457 Dear Mrs. Gaffga: LAN D~ARK BUILDING, SUlTE ;?00 705 EAST HOUSTON AVE:NUE: SAN ANTON~O, Tt:XAS ?'8205 TELEPHONE: (512) 224-5575 2 ST. JA..,.£51S PLACE LOt,t OON1 SWIA, lNP TELE:PHDl<E \OIi 029-1207 T£LE>< ,!8310 I have been requested to provide to you the following material which the City Council of the City of Lubbock will need in connection with the creation of the Lubbock Health Facilities Development corporation in accordance with the, Texas Health Facilities Development Act (the "Act"): (1) Three copies of the Certificate of City Secretary with respect to the first reading of the Ordinance to which are attached a copy of the Ordi- nance, a copy _of the Articles of Incoporation attached as Exhibit A, and a copy of the Bylaws, attached as Exhibit B. (2) Five copies of the Certificate of City Secre- tary with respect to the second and final reading of the Ordinance to which are attached a copy of the Ordinance, a copy of the Articles of Incorporation attached as Exhibit A, and a copy of the Bylaws attached as Exhibit B. I ✓ / Mrs. Evelyn Gaffga December 11, 1981 Page Two Sections 1.3 and 2.1 of the Bylaws have been changed as directed by the Council last Thursday. Each copy of the Ordinance will need to be dated, signed, and sealed. The names and addresses of the seven original members of the Board of Directors will need to be added to Article Seven of the Articles of Incorporation. The principal office of the corporation will need to be stated in Section 4.2 of the Bylaws. Upon the adoption of the first reading of the Ordinance, would you please complete all copies of the Certificate of Secretary, furnish one copy to Mr. Joe w. Smith with First Southwest Company, P. o. Box 20754, Abilene, Texas 79604, return one copy to the undersigned, and keep one copy for your records? Upon second reading and final passage of the Ordinance, would you please furnish one copy of the Certifi- cate of City Secretary to which is attached the Ordinance, Articles of Incorporation, and Bylaws to Mr. Smith, return three copies to the undersigned, and keep one copy for your records? The reason I would like to have three executed • copies of the Certificate of City Secretary for the final. passage is because the Act requires that three copies of· such material be filed with the Secretary of State in Austi along with three executed copies of the Articles of Incor-. poration. I understand that Mr. Smith will see that three copies of the Articles of Incorporation are completed, fully executed, and acknowledged after final passage and will provide them to me so that I may file all the required information with the Secretary of State. Upon approval of the Articles of Incorporation by the Secretary of State, the Certificate of Incorporation will be sent to you by the Secretary of State to which will be attached one original executed copy of the Articles of Incorporation. By copy of this letter, I am providing copies of the enclosed material to Mr. John Ross, City Attorney, as well as to representatives of the two hospitals in the City , Mrs. Evelyn Gaffga December 11, 1981 Page Three of Lubbock who have requested the creation of the Corporation. If you or any such persons should have any questions about the enclosed materials please do not hesitate to call me, collect, at 713/651-3625. John M. Orr JMO:mm Enclosures cc: Mr. John Ross, City Attorney, City of Lubbock Mr. Joe W. Smith, First Southwest Company Mr . Don W. Grimes, First Southwest Company Mr. Fred Go tha rd, St. Mary of the Plains Hospita l Mr. George M. Brewer, Methodist Hospital Mr. Theodore L. Dehne, Jr., Blythe, Eastman, Paine, Webber He alth Care Funding, Inc. John Flygare, Esquire Marion T. Key, Esquire Mr. Elbert Morrow (Firm) Mr. Ed Esquivel (Firm) NEDICAL FACILITIES DEVELOPMENT CORPORATION Appointed for four year for staggered terms: SELL, George TAYLOR, R. C. SANTOS, Dr. Ray MURFEE, J. Louis PAYNE, Leland terms; initially new appointees 3 directors 2 year terms 2 directors 3 year terms 2 directors 4 year terms 4403 -15th (16) First National Bank (01) 3215 -41st (13) 1302 Avenue G 4512 -11th (16) 3814 -22nd Pl. 1808 Broadway (01) P. O. Box 313 (08) 4407 -10th (16) JOHNSON, Marcia (Mrs. Paul) 4513 -13th (16) BERRY, Shelton CPA 3309 -55th (13) 4630 -50th (14) Assistant City Mgr. Jim Blagg -Liaison Staff Member 1/14/82 will draw 795-0561 765-8861 799-4702 765-7706 unlisted 792-4743 765-5448 765-8015 792-2357 795-4552 795-6529 797-0303 / I f\ESOLUTION 1118 -6/10/82 JCR:da RESOLUTION A RESOLUTION APPROVING AN AMENDMENT TO SECTION 1.3 OF THE BY-LAWS OF LUBBOCK HEALTH FACILITIES DEVELOPMENT CORPORATION. WHEREAS the Board of Directors of the Lubbock Health Facilities Develop- ment Corporation has approved the following amendment to Sec. 1.3 of its by- laws: "In the exercise of its powers and the accomplishment of the purposes of the corporation, no real, personal, or mixed property shall be acquired, constructed, provided, improved, financed, or refinanced unless: (i) such property constitutes a 'health facility' as defined in the Health Facilities Development Act, Chapter 783, Acts of the 67th Legislature, Regular Session, 1981; and (ii) the 'user 1 of such 'health facility' is a 'non-profit corporation,' as defined in the Hospital Project Financing Act, Article 4437e-2 of Vernon's Texas Civil Statutes, and such 1user' is an organization described in Section 50l(c)(3) of the Internal Revenue Code of 1954, as amended, and is exempt from tax under Section 50l(a) of such Code, or the 'user' is a 'for-profit corporation' which meets the following criteria: (a) The 'health facility' of such 'user' is one requiring a Certificate of Need from the Texas Health Facilities Commission and prior to final approval or other action of the Board of Directors of this Corporation in connection with such facility, such Certificate of Need shall have been obtained. (b) The Board of Directors of the Corporation shall have determined that the 1health facility' would be beneficial to the public and the public interest would be served by the acquisition, construc- tion, providing for, improving, financing or refinancing of such health facility. WHEREAS Section 3.05 of Art. 1528d V.A.C.S. requires all amendments to the By-Laws of Lubbock Health Facilities Development Corporation be approved by the City Council of the City of Lubbock; and WHEREAS the City Council has reviewed the amendment to the by-law hereto- fore set forth; and WHEREAS the City Council finds that it would be in the best interest of the Lubbock Health Facilities Development Corporation and the citizens of the City of Lubbock to approve said amendment; NOW THEREFORE, j BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: I I THAT the amendment to sec. 1.3 of the By-Laws of Lubbock Health Faci- lities Development Corporation as hereinabove set forth be and is in all things approved by the City Council of the City of Lubbock. Passed by the City Council this 10th day ATTEST: Evelyn Gaf!f°ga, .,,City APPROVED AS TO FORM: 1 Jobn C. Ross, Jr., City Attorney B