1061
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ORDINANCE NO. I 06 I (# I 0-96)
AN ORDINANCE MAKING CEHIAIN FINDINGS WffH RESPECT TO THE FINANCING AND
REFINANCING OF EXPANSIONS OF AND IMPROVEMEIv/~ TO REBSAMEN REGIONAL MEDICAL
CEIv II::.R; AUTHORIZING THE ISSUANCE OF REVENUE REFUNDING AND CONSTRUCnON
BONDS; AUTHORIZING A SUPPLEMENTAL RESTATED AND SUBSTITUTED TRUST INDENTURE;
AUTHORIZING A FIRST SUPPLEMENTAL LEASE; AUTHORIZING THE SALE OF THE BONDS;
PRESCRIBING ulrlER MAIlERS PEHIAINING THERJ::.IO; DECLARING AN EMERGENC~. AND,
FOR OTHER PURPOSES.
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WHEREFORE, THE CITY OF ~ACKSONVILLE, ARKANSAS (THE "CITY"), OWNS AN ACUTE CARE
HOSPITAL KNOWN AS "REBSAMEN REGIONAL MEDICAL CENTER," WITH RELATED HEALTH CARE FACILITIES
(THE "HOSPITAL");
WHEREFORE, THE CITY HAS DETERMINED THAT CERTAIN IMPROVEMENTS AND EXTENSIONS (THE
"PRCAJECT") TO THE HOSPITAL SHOULD BE ACCOMPLISHED IF THE HOSPITAL SHALL CONTINUE TO SERVE
THE INHABITANTS OF THE CITY AND THE AREA SURROUNDING THE CITY;
WHEREFORE, THE CllY HAS OUTSTANDING HOSPITAL REFUNDING BONDS, SERIES 1989 (THE
"REFUNDED BONDS?') AND HOSPITAL REVENUE BONDS, SERIES 1992 (THE "SERIES 1992 BONDS");
WHEREFORE, THE HOSPITAL IS LEASED TO REBSAMEN REGIONAL MEDICAL CENTER, INC. (THE
"LESSEE") PURSUANT TO A LEASE ENTERED INTO BETWEEN CITY AND LESSEE AS OF SEPTEMBER I,
I 994 (THE" LEASE");
WHEREAS, THE CllY, PURSUANT TO THE REQUEST OF LESSEE, PROPOSES TO ISSUE ITS "CITY
OF ~ACKSONVILLE, ARKANSAS HOSPITAL REVENUE REFUNDING AND CONSTRUCTION BONDS, SERIES
1996" (THE "SERIES 1996 BONDSH) IN THE PRINCIPAL AMOUNT OF $ I 0,000,000 TO PROVIDE FOR
THE REFUNDING OF THE REFUNDED BONDS AND FOR THE ACQUISITION AND CONSTRUCTION OF A PORTION
OF THE PRO~ECT;
WHEREAS, THE SERIES 1996 BONDS WILL BE SECURED ON A PARITY OF LIEN, PLEDGE AND
SECURllY WITH THE SERIES 1992 BONDS UNDER AND PURSUANT TO A SUPPLEMENTAL, RESTATED AND
SUBSTITUTED TRUST INDENTURE DATED AS OF AUGUST I, 1996, Bc.nNEEN THE CITY AND FIRST
JACKSONVILLE BANK AND TRUST, JACKSONVILLE, ARKANSAS (THE "TRUSTEE");
WH EREAS, A PUBLIC HEARING WAS CONDUCTED AS REQUIRED BY LAW BY THE BOARD OF
DIRECTORS OF LESSEE PURSUANT TO PUBLISHED NOTICE RECITING THAT:
I. THE CllY PURPOSES TO ISSUE REVENUE BONDS FOR THE PURPOSE OF REFUNDING CERTAIN
OUTSTANDING HOSPITAL REVENUE BONDS AND FINANCING THE ACQUISITION CONSTRUCTION AND EQUIPPING
OF FACILITIES FOR THE IMPROVEMENT AND EXPANSION OF THE HOSPITAL;
2. THE SERIES 1996 BONDS WILL BE REVENUE BONDS, SECURED BY A PLEDGE OF
REVENUES OF THE HOSPITAL;
3. THE SERIES 1996 BONDS ARE PROPOSED TO BE ISSUED FOR THE PURPOSE, WITH OTHER
AVAILABLE FUNDS, OF REFUNDING AT LOWER RAIc.S OF INTEREST THE REFUNDED BONDS (BONDS IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $6,250,000 TO BE UTILIZED FOR THIS PURPOSE) AND
FINANCING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF FACILITIES FOR THE IMPROVEMENT OF
THE HOSPITAL (BONDS FOR THIS PURPOSE TO BE IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED
$8,250,000>' THE IMPROVEMENTS INCLUDE THE CONVERSION OF FACILITIES TO A TWENTY-BED
SUBACUTE CARE UNIT AND THE RENOVATION AND IMPROVEMENT OF PATIENT ROOMS (INCLUDING A NEW
NURSES STATION), PHARMACY FACILITIES, ENGINEERING FACILITIES, LABORATORY FACILITIES,
REHABILITATION FACILITIES, AND TRANSITION UNITS;
4. THE HOSPITAL IS OWNED BY THE CllY AND IS LEASED TO LESSEE. IT IS LOCATED AT 1400
BRADEN, ~ACKSONVILLE, ARKANSAS 72076, IN THE CITY;
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ORDINANCE No. I 06 I (# I 0-96)
JULY , 1996
PAGE Two
WHEREAS, NO PERSON APPEARED AT THE PUBLIC HEARING TO OB~ECT TO ISSUANCE OF THE
SERIES 1996 BONDS OR TO CONFIRMATION OF THE LEASE; AND,
WHEREAS, COPIES OF THE INDENTURE, THE FIRST 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:
SEl;l ION ONE: THE ISSUANCE OF THE SERIES 1996 BONDS, IN THE AGGREGAIt:. PRINCIPAL
AMOUNT OF $ I 0,000,000, IS HEREBY AUTHORIZED. THE IN 1 t:.REST RAII:.S AND TERMS OF THE SERIES
I 996 BONDS ARE AS SI:.I FORTH IN THE PURCHASE AGREEMENT.
SECTION TWO: THE SERIES 1996 BONDS SHALL BE SOLD PURSUANT TO THE TERMS AND
CONDITIONS OF THE BOND PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), AMONG THE CITY,
THE LESSEE 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
1996 BONDS ARE TO BE EXECUTED, THE MAYOR IS HEREBY AUTHORIZED AND DIRECTED TO EXECUTE
AND ACKNOWLEDGE THE INDENTURE, THE CllY CLERK IS HEREBY AUTHORIZED AND DIRECTED TO EXECUTE
AND ACKNOWLEDGE THE INDENTURE AND TO AFFIX THE SEAL OF THE CITY THERETO, AND THE MAYOR IS
HEREBY AUTHORIZED AND DIRECTED TO CAUSE THE INDENTURE TO BE ACCEPTED, EXECUTED AND
ACKNOWLEDGED BY THE TRUSIt:.E. THE INDENTURE IS HEREBY APPROVED IN SUBSTANTIALLY THE FORM
HERETOFORE PRESENTED, AND THE MAYOR IS HEREBY AUTHORIZED TO EXECUTE THE INDENTURE ON
BEHALF OF THE CITY WITH SUCH CHANGES AS MAY BE APPROVED BY HIM.
SEt; I ION FOUR: A FIRST SUPPLEMENTAL LEASE IS HEREBY APPROVED IN SUBSTANTIALLY THE
FORM HERETOFORE PRESENTED, AND THE MAYOR IS HEREBY AUTHORIZED TO EXECUTE THE FIRST
SUPPLEMENTAL LEASE WITH SUCH CHANGES AS SHALL BE APPROVED BY HIM.
SEt;IION FIVE: THERE IS HEREBY AUTHORIZED, RATIFIED, AND CONFIRMED THE PREPARATION
AND DISII-dBUTlON TO VARIOUS PROSPECTIVE AND ACTUAL PURCHASERS OF THE SERIES 1996 BONDS
OF THE OFFICIAL STATEMENT AND PRELIMINARY OFFICIAL STATEMENT IN THE NAME OF THE CITY,
DESCRIBING THE CITY, THE HOSPITAL, THE SERIES 1996 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.
SEt; I ION 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 FIRST SUPPLEMENTAL LEASE, THE EXECUTION AND DELIVERY OF THE INDENTURE, THE
ISSUANCE, EXECUTION, SALE AND DELIVERY OF THE SERIES 1996 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 THE 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, INCLUDING, WITHOUT
LIMITATION, A CONTINUING DISCLOSURE AGREEMENT IN COMPLIANCE WITH RULE I 5(c)2- I 2 OF THE
SECURITIES AND EXCHANGE COMMISSION.
Ji
ORDINANCE No. I 06 I <# I 0-96)
~ULY , 1996
PAGE THREE
SECTION SEVEN: THE CITY CLERK SHALL MAINTAIN, AS A PAKI OF THE MINUTES OF THE
ME!:.. liNG AT WHICH THIS ORDINANCE IS ADOPTED FOR INSPECTION BY ANY INTERESTED PERSON, A COPY
OF THE INDENTURE, THE FIRST SUPPLEMENTAL LEASE, AND THE PRELIMINARY OFFICIAL STATEMENT.
SE~IION EIGHT: ALL ORDINANCES OR PARTS THEREOF IN CONFLICT HEREWITH ARE HEREBY
REPEALED TO THE EXTENT OF SAID CONFLICT.
SECTION NINE:
IT IS HEREBY ASCERTAINED AND DECLARED THAT PROVIDING CONTINUED
MEDICAL FACILITIES AND SERVICES FOR THE HEALTH AND SAFETY OF THE CITIZENS OF ~ACKSONVILLE,
ARKANSAS, IS ESSENTIAL TO OUR COMMUNITY. THEREFORE, AN EMERGENCY IS HEREBY DECLARED, AND
THIS ORDINANCE, BEING NECESSARY FOR THE IMMEDIAI!:.. PRESERVATION OF PUBLIC HEALTH AND SAFETY,
SHALL TAKE EFFECT AND BE IN FORCE FROM AND AFTER ITS PASSAGE.
APPROVED AND ADOt-' I ED THIS
Itft!
DAY OF ~ULY, 1996.
, I 0 ~~ (...--~ a;.... ,
TOMMY SWAIM, MAYc;tR
All EST:
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~D:STO f7 r
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ROBE E. BAMBLfRG, CITY A_
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J
ORDINANCE NO. I 06 I (# I 0-96)
JULY , \ 996
PAGE FOUR
THE UNDERSIGNED CITY CI..ERK OF THE CITY OF JACKSONVII..I..E, ARKANSAS, HEREBY CERTIFIES
;rIAT;rIE FOREGOING PAGES ARE A TRUE AND CORRECT copy OF AN ORDINANCE OF THE CITY ADOPTED
By;rIE CITY COUNCIl.. ON THE r DAY OF JUI..Y, '996, AND THAT THE ORDINANCE IS OF RECORD
IN THE RECORDS OF THE CITY NOW IN HER POSSESSION.
CEKl"\F\CATE
GIVEN UNDER MY HAND AND SEAl.. ;rIIS j,p'-fl.. DAY OF JUI..Y, '996.
~ Lfu. ~
~. LEONARD, crTY CLERK
(s EAL)