1263
000095
ORDINANCE NO. 1263 (#26 - 05)
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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 TRUST INDENTURE; AUTHORIZING
A THIRD 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 Refunding and
Construction Bonds, Series 1996; (c) the City's Hospital Revenue Bonds (Rebsamen
Regional Medical Center, Series 1997; and, (d) the Arkansas Hospital Equipment
Finance Authority Healthcare Equipment Revenue Bonds, Series 1999;
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 2005 (the "Series 2005 Bonds'') in the principal amount of
Nine Million Eight Hundred Sixty-five Thousand Dollars ($9,865,000.00) to provide
for refunding of the Series 1996 Bonds and the Series 1999 Bonds, collectively
identified as the "Refunded Bonds" in order to achieve interest savings;
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WHEREAS, a public hearing was conducted as required by law pursuant to
published notice reciting that:
1. The City proposes to issue revenue bonds for the purpose of refunding
certain outstanding hospital revenue bonds;
2. The Series 2005 Bonds will be revenue bonds secured by a pledge of
revenues of the Hospital and of Lessee;
3. The Series 2005 Bonds are proposed to be issued in the maximum
principal amount of Fifteen Million Two Hundred Fifty Thousand Dollars
($15,250,000.00), for the purpose of refunding the Refunded Bonds, which were
issued to finance certain expansions and improvements to the Hospital; and,
4. The Hospital is owned by the City and is leased to Lessee. It is
located at 1400 Braden Street in the City.
WHEREAS, no person appeared at the publiC hearing to object to issuance
of the Series 2005 Bonds; and,
000096
ORDINANCE NO. 1263 (#26 - 05)
PAGE TWO
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WHEREAS, copies of the Supplemental Indenture, the Third 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.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF JACKSONVILLE, ARKANSAS, THAT:
SECTION ONE: The issuance of the Series 2005 Bonds, in the aggregate
principal amount of Nine Million Eight Hundred Sixty-five Thousand Dollars
($9,865,000.00), is hereby authorized. The interest rates and terms of the Series
2005 Bonds are as set forth in the Purchase Agreement. The Series 2005 Bonds
are being issued as Series 2005A (Tax-exempt) Bonds and Series 2005B (Taxable)
Bonds.
SECTION TWO: The Series 2005 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.
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SECTION THREE: To prescribe the terms and conditions upon which the
Series 2005 Bonds are to be executed, the Mayor is hereby authorized and directed
to execute and acknowledge a Third 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.
SECTION FOUR: The Third Supplemental Lease is hereby approved in
substantially the form heretofore presented, and the Mayor is hereby authorized to
execute the Third Supplemental Lease with such changes as shall be approved by
him.
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SECTION FIVE: There is hereby authorized, ratified, and confirmed the
preparation and distribution to various prospective and actual purchasers of the
Series 2005 Bonds of the Preliminary Official Statement and Official Statement in the
name of the City, describing the City, the Hospital, the Series 2005 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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ORDINANCE NO. 1263 (#26 - 05)
PAGE THREE
SECTION SIX: The Trustees for the Refunded Bonds (First Arkansas
Bank & Trust, Jacksonville, Arkansas, and Regions Bank, Little Rock, Arkansas) are
hereby authorized and directed to redeem the Refunded Bonds and, to that end,
provide notice of redemption of the Refunded Bonds.
SECTION SEVEN: 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 Third Supplemental Lease, the execution and delivery
of the Supplemental Indenture, the issuance, execution, sale, and delivery of the
Series 2005 Bonds, the execution and delivery of the Purchase Agreement, the
execution, delivery, and distribution of an Official Statement, 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.
SECTION EIGHT: The City Clerk shall maintain, as a part of the minutes
of meeting at which Ordinance is adopted for inspection by any interested person,
copies of the Supplemental Indenture, the Third Supplemental Lease, and the
Preliminary Official Statement.
SECTION NINE: The Series 2005A Bonds are declared to be "qualified
tax-exempt obligations" within the meaning of Section 265(Board) of the Internal
Revenue Code of 1986, as amended.
SECTION TEN: All Ordinances or parts thereof in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION ELEVEN: 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 3u:'J DAY OF NOVEMBER, 2005.
CITY OF JACKSONVILLE, ARKANSAS
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TOMMYSWAI MAYOR
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CERTIFICATE
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. 1263
(#26 - 05), 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 3R.d day of November, 2005, and that the Ordinance is of record in
Ordinance Record Book No. )( I V , Page ~ 5 - q~ , now in my possession.
GIVEN under my hand and seal on this 3ld day of November, 2005.
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