Loading...
1271 0001J..O ORDINANCE NO. 1271 (#4 - 06) I AN ORDINANCE MAKING CERTAIN FINDINGS WITH RESPECT TO THE REFINANCING OF EXPANSIONS OF AND IMPROVEMENTS TO REBSAMEN MEDICAL CENTER; AUTHORIZING THE ISSUANCE OF REVENUE REFUNDING BONDS; AUTHORIZING A SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING A SUPPLEMENTAL LEASE; AUTHORIZING THE SALE OF THE BONDS; PRESCRIBING OTHER MATTERS PERTAINING THERETO; DECLARING AN EMERGENCY; AND FOR OTHER PURPOSES. --------------------------------------------------- --------------------------------------------------- WHEREAS, the City of Jacksonville, Arkansas (the "City"), owns an acute care hospital known as "Rebsamen Medical Center," with related health care facilities (the "Hospital"); I WHEREAS, there are outstanding at this time: (a) the City's Hospital Revenue Bonds, Series 1992; (b) the City's Hospital Revenue Bonds (Rebsamen Regional Medical Center), Series 1997; and, (c) the City's Hospital Revenue Refunding Bonds (Rebsamen Medical Center), Series 2005; WHEREAS, the Hospital is leased to Rebsamen Medical Center, Inc. (the "Lessee'') pursuant to a Lease entered into between the City and Lessee as of September 1, 1994, as heretofore supplemented (the "Lease''); WHEREAS, the City, pursuant to the request of Lessee, proposes to issue its "City of Jacksonville, Arkansas Hospital Revenue Refunding Bonds (Rebsamen Medical Center), Series 2006 (the "Series 2006 Bonds'') in the principal amount of Three Million Six Hundred Twenty Thousand Dollars ($3,620,000.00) to provide for the refunding of the Series 1992 Bonds and the Series 1997 Bonds, collectively identified as the "Refunded Bonds" in order to achieve interest savings; and, WHEREAS, copies of the Fourth Supplemental Indenture, the Fourth Supplemental Lease (both being in substantially final form), the Purchase Agreement, and the Preliminary Official Statement (identified hereinbelow) have been presented to and are before the City Council at the meeting at which this Ordinance is considered. I NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JACKSONVILLE, ARKANSAS, THAT: SECTION ONE: The issuance of the Series 2006 Bonds, in the aggregate principal amount of Three Million Six Hundred Twenty Thousand Dollars ($3,620,000.00), is hereby authorized. The interest rates and terms of the Series 2006 Bonds are as set forth in the Bond Purchase Agreement. 0001.11 ORDINANCE NO. 1271 (#4 - 06) PAGE TWO I SECTION TWO: The Series 2006 Bonds shall be sold pursuant to the terms and conditions of the Bond Purchase Agreement (the "Purchase Agreement''), among the City, the Corporation, and Stephens, Inc. for the purchase price and upon the terms and conditions set forth therein. SECTION THREE: To prescribe the terms and conditions upon which the Series 2006 Bonds are to be executed and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Fourth Supplemental Trust Indenture (the "Supplemental Indenture'') between the City and First Arkansas Bank & Trust, Jacksonville, Arkansas (the "Trustee''), supplementing the Supplemental, Restated, and Substituted Trust Indenture dated as of August 1, 1996. The City Clerk is hereby authorized and directed to execute and acknowledge the Supplemental Indenture and to affix the seal of the City thereto, and the Mayor is hereby authorized and directed to cause the Supplemental Indenture to be accepted, executed, and acknowledged by the Trustee. The Supplemental Indenture is hereby approved in substantially the form heretofore presented, and the Mayor is hereby authorized to execute the Supplemental Indenture on behalf of the City with such changes as may be approved by him. I SECTION FOUR: The Fourth Supplemental Lease is hereby approved in substantially the form heretofore presented, and the Mayor is hereby authorized to execute the Fourth Supplemental Lease with such changes as shall be approved by him. SECTION FIVE: There is hereby authorized, ratified, and confirmed the preparation and distribution to various prospective and actual purchasers of the Series 2006 Bonds of the Official Statement and Preliminary Official Statement in the name of the City, describing the City, the Hospital, the Series 2006 Bonds, and setting forth such other information as may be determined to be necessary or desirable. The Mayor, for and on behalf of the City, is authorized to execute such Official Statement. The Preliminary Official Statement, in the form heretofore presented, is hereby approved and is "deemed final" for the purpose of Securities and Exchange Commission Rule 15c2-12. I SECTION SIX: The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Fourth Supplemental Lease, the execution and delivery of the Supplemental Indenture, the issuance, execution, sale, and delivery of the Series 2006 Bonds, the execution and delivery of the Purchase Agreement, the execution, delivery, and distribution of an Official Statement, the refunding and discharge of the Refunded Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk are hereby further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates, and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. I I I 000112 ORDINANCE NO. 1271 (#4 - 06) PAGE THREE SECTION SEVEN: The City Clerk shall maintain, as a part of the minutes of the meeting at which this Ordinance is adopted, copies of the Supplemental Indenture, the Fourth Supplemental Lease, and the Preliminary Official Statement for inspection by any interested parties. SECTION EIGHT: The Series 2006 Bonds are declared to be "qualified tax- exempt obligations" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. SECTION NINE: All Ordinances or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. SECTION TEN: It is hereby ascertained and declared that providing uninterrupted and continuing medical facilities and services for the health and safety of the citizens of Jacksonville, Arkansas, is essential to our community. Therefore, an emergency is hereby declared, and this Ordinance, being necessary for the immediate preservation of the public peace, health, and safety, shall take effect and be in force from and after its passage. APPROVED AND ADOPTED THIS ~~) DAY OF MARCH, 2006. CITY OF JACKSONVILLE, ARKANSAS ~j~ TOMMY SWAI ,MAYOR '" ATTEST: >~~'-- , ~J/.,~rr; ..~/'- ~j!: ~:' ~,:'- ~ [./I 'r-- ;';; (~~.;~, ~ ,..- - I '~!..:' '~~ O:{"''C' , k\..~ ~.~ '~;~~ ~ ~...~ ~-;-- -~ </ ..~ ':- OOG:L13 CERTIFICATE I The undersigned, City Clerk of the City of Jacksonville, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. 1271 (#4 - 06), adopted at a regular session of the City Council of the City of Jacksonville, Arkansas, held at the regular meeting place in the City at 7:00 p.m. on the 'Z1"\a. day of March, 2006, and that the Ordinance is of record in Ordinance Record Book No. $.1 v , Page no-\\! I now in my possession. GIVEN under my hand and seal on this LIY) day of March, 2006. I I