IRVING HOSPITAL AUTHORITY Hospital Revenue Bonds (Baylor Scott & White Medical Center-Irving), Series 2017A
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SUPPLEMENT DATED NOVEMBER 10, 2017 SUPPLEMENTING THE PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 6, 2017 FOR: $77,000,000* IRVING HOSPITAL AUTHORITY Hospital Revenue Bonds (Baylor Scott & White Medical Center-Irving), Series 2017A This Supplement to the Preliminary Official Statement is being disseminated by the Irving Hospital Authority. The following correction is hereby made to the Preliminary Official Statement: The information in APPENDIX F Summary of Lease is hereby deleted and replace with the attached. * Preliminary, subject to change. SUMMARY OF LEASE The following is a summary of certain provisions of the Lease. This summary should be qualified by reference to other references to the Lease referred to elsewhere in this Official Statement, and all references and summaries pertaining to the Lease in this Official Statement are, separately and in whole, qualified by reference to the exact terms of the Lease, a copy of which may be obtained from the Authority and article or section references contained in the following summary are to sections and articles, as appropriate, contained in the Lease. Capitalized terms in the summary of the Lease have the following meanings: "ADA" means the Americans with Disabilities Act of 1990, as amended, and the rules, regulations and pronouncements issued in connection therewith. "Affiliate" means any Person that, directly or indirectly, controls, is controlled by or under common control with another Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with"), as used with respect to any Person, includes the power to appoint a majority of the governing board of another Person that is an entity, whether through the ownership of voting securities, by contract, by charter or other governing documents or otherwise. “Authority” means Irving Hospital Authority, a Texas municipal hospital authority organized and existing pursuant to the Hospital Authority Act, Chapter 262, Texas Health and Safety Code, as amended. “Assumption Agreement” means the Assignment and Assumption Agreement between Landlord and Tenant dated as of July 31, 1995. "BHCS" means Baylor Health Care System, a Texas nonprofit corporation. “Commencement Date" means the date on which the Term of the Original Lease Agreement commenced. “Contingent Rent” has the meaning ascribed in Section 4.1 of the Lease. "Effective Date" means the first day of the month following the Closing under the Master Agreement. "Environmental Laws" means any and all laws, statutes, ordinances, rules, regulations, orders or determinations of any Governmental Entity (including common law duties established by courts or other Governmental Entities) pertaining to the protection of human health and the environment in effect on the date of the Lease in any jurisdiction, federal, state or local, in which the Real Property is located, including the Clean Air Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act, as amended; the Federal Water Pollution Control Act, as amended; the Resource Conservation and Recovery Act, as amended; the Safe Drinking Water Act, as amended; and the Toxic Substances Control Act, as amended. “Equipment” means collectively all furniture, fixtures and equipment owned or leased by Landlord and previously disclosed in writing to Tenant, all material Equipment owned or leased by Landlord being heretofore described on Exhibit A attached to the Original Lease Agreement; provided, however, the term Equipment shall exclude all furniture, fixtures and equipment formerly owned or leased by Landlord and leased to Tenant under the Original Lease Agreement or Lease, if Tenant shall have disposed of any item thereof after having made a good faith determination that such is surplus to Tenant's requirements in operating the IHA Healthcare Facilities or is economically or functionally obsolete, and shall include replacements therefor acquired pursuant to the provisions of Section 5.8 the Lease. “Event of Default” has the meaning ascribed thereto in Section 8.1 of the Lease. HOU:3796803.6 “Excess Operating Cash Flow” means, as pertaining to the IHA Healthcare Facilities, and excluding any and all activity related to the Irving Healthcare Foundation , using GAAP, if positive, Net Increase in Cash and Cash Equivalents as stated on Tenant’s audited Statement of Cash Flows and its supplemental schedules, plus the increase (or minus the decrease) in Short and Long Term Investments (adjusted to exclude the effect of all realized and unrealized gains and losses on investments, net), plus Contingent Rent paid, plus Fixed Rent paid, less philanthropic contributions (for example those similar to the type made by the excluded Irving Healthcare Foundation), less, without duplication, payments received for investment interest income on Tenant’s interest in cash held in BHCS money pool or equivalent, less payments received in the current period to fund Losses From Operations in prior periods from the Rent Set Aside, and less payments made by Landlord in the current period to fund Losses From Operations in prior periods (in addition to those from Rent Set Aside). Excess Operating Cash Flow shall be calculated as set out in Schedule 1 of the Lease attached therein by reference. "Excluded Assets" means (a) any assets or properties of Landlord not used or held for use in connection with the IHS Facilities and (b) any assets or properties used or held for use in connection with the IHS Facilities to the extent they constitute, on the Effective Date: (i) Landlord's current assets including cash, bank accounts, negotiable instruments, investments (bonds, stocks, certificates of deposit and other securities), segregated funds established and maintained pursuant to requirements of any bond indentures and other instruments securing payment of any bonds or other cash equivalents; (ii) Governmental Entity receivables that relate to incidents occurring, or circumstances or facts existing, prior to the Effective Date; (iii) proceeds of Governmental Entity credits, refunds, claims, actions, causes of action, demands, liabilities, suits or judgments which relate to incidents occurring, or circumstances or facts existing, prior to the Effective Date; (iv) endowments and assets held in trust by or for Landlord and charitable pledges; (v) insurance policies, except as otherwise provided in the Master Agreement; (vi) assets not used for or in connection with providing health care; or (vii) Effective Date Receivables. “Execution Date” means April 20, 2010, the meaning ascribed thereto in the preamble of the Lease. “Fiscal Year” means the fiscal year of Tenant, which is currently July 1 through June 30. “Fixed Rent” has the meaning ascribed thereto in Section 4.1 of the Lease. “GAAP” means United States generally accepted accounting principles consistently applied to the accounts to which the principles are then to be applied; subject, however, to changes in the applicable United States accounting standards from time to time that, by the mutual agreement of the parties evidenced by an amendment to the Lease, may or may not be applied to certain of the provisions of the Lease so as to achieve, to the extent practicable, consistency with the economics contemplated and originally provided for in the Lease utilizing the United States generally accepted accounting principles as of the Renewal Date. “Gains From Operations” means as pertaining to the IHA Healthcare Facilities, and excluding any and all activity relating to the Irving Healthcare Foundation, using GAAP, if positive, the Revenue and Gains in Excess of Expenses and Losses (adjusted to exclude the effect of all realized and unrealized gains and losses on investments, net and without duplication, the effect of all gains related to Tenant’s interest in investment interest income in BHCS money pool or equivalent) as shown on Tenant’s audited Statement of Operations and Changes in Net Assets and its supplemental schedules, and calculated as set out in Schedule 2 attached to the Lease and incorporated therein by reference; provided however, in thereafter considering Gains From Operations with respect to an applicable Fiscal F-2 HOU:3796803.6 Year, such gains shall be increased by the impact of recording Fixed and Contingent Rent. Also, such gains shall be decreased for philanthropic contributions (for example those similar to the type made by the excluded Irving Healthcare Foundation). Finally, in calculating Gains From Operations, amounts received in the form of cash (including from the Rent Set Aside) or by means of credits against Fixed Rent in any particular Fiscal Year for the purposes of eliminating Losses From Operations in a prior Fiscal year, as permitted by Section 3.2(b) of the Lease, shall be excluded and deducted in the Fiscal Year received and shall be applied to the respective Fiscal Year(s) in which such Losses From Operations were experienced and thereby being eliminated. "Governmental Entity" means any court or any federal, state or local legislative body or governmental municipality, department, commission, board, bureau, agency or authority, but excluding Landlord and Tenant. "Hazardous Materials" means any material defined as hazardous or regulated or dangerous under any applicable Environmental Law. “Hospital” means the hospital facility located on the main campus of the Irving Healthcare System. “IHA Healthcare Facilities” shall mean collectively the Real Property and the Equipment, but does not include cash,