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A Resolution of the Council of the County of Allegheny adopting and authorizing financing of a project by the Allegheny County Hospital Development Authority (the “Authority”) on behalf of The Center for Emergency Medicine (“CEM”) as desirable for the health, safety, and welfare of the people in Allegheny County.
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Whereas, CEM, a nonprofit corporation organized under the laws of the Commonwealth of Pennsylvania, desires to undertake a project consisting of the financing of all or a portion of the costs of the acquisition of up to five (5) Eurocopter EC145 and/or Eurocopter EC135 medical helicopters (the “Equipment”) and the payment of costs of the financing (collectively, the "Project"); and
Whereas, in order to complete the Project, the Authority, the Borrower and GE Capital Public Finance, Inc., and its assigns (the “Lender”) will enter into one or more Master Financing Agreements and one or more schedules thereto (collectively, the “Master Financing Agreements”) pursuant to which the Lender shall loan to the Authority a principal amount not to exceed $25,000,000 (the “Loan”), and the Authority will provide the proceeds of the Loan to the Borrower to acquire the Equipment; and
Whereas, pursuant to the Master Financing Agreements, CEM will agree to make payments to the Lender which are sufficient to make all payments due on the Loan (the “Obligations”) when the same become due and payable; and
Whereas, the Authority was created by the County of Allegheny, Pennsylvania (the "County") under the Municipality Authorities Act, as amended (the "Act"), and is authorized under the Act to enter into financing arrangements for the purposes aforesaid, and the Authority has determined that the public interest will be served and that the purposes of the Act can be fulfilled by the Authority's entering into such financing arrangements in order to obtain funds to lend to CEM for the foregoing purposes; and
Whereas, Section 5607(b)(2)(iv) of the Act provides, among other things, that hospital facilities and projects to be financed with loans to nonprofit hospital corporations serving the public, such as CEM, may be financed by an authority created under the Act, if the municipality organizing such authority declares by resolution or ordinance that it is desirable for the health, safety and welfare of the people in the area served by such projects and facilities to have such projects and facilities provided by, or financed through, such authority; and
Whereas, the liability and undertakings of the Authority contemplated by the foregoing Resolution shall be strictly limited as provided by the Act, and neither the general credit of the Authority nor the general credit or taxing power of the County of Allegheny, or the Commonwealth or any political subdivision thereof, shall be pledged for the payment of the Obligations.
The Council of the County of Allegheny hereby resolves as follows:
Section 1. Incorporation of the Preamble.
The provisions set forth in the preamble to this Ordinance are incorporated by reference as set forth in their entirety herein.
Section 2. Declaration.
It is hereby declared that it is desirable for the health, safety and welfare of the people in the County to have the Project financed through the Authority.
Section 3. Severability. If any provision of this Resolution shall be determined to be unlawful, invalid, void or unenforceable, then that provision shall be considered severable from the remaining provisions of this Resolution which shall be in full force and effect.
Section 4. Repealer. Any Resolution or Ordinance or part thereof conflicting with the provisions of this Resolution is hereby repealed so far as the same affects this Resolution.