1271
0001J..O
ORDINANCE NO. 1271 (#4 - 06)
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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.
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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");
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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.
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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
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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.
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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.
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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.
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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
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TOMMY SWAI ,MAYOR '"
ATTEST:
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CERTIFICATE
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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.
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