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1061 2 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. ------------------------------------------------- ------------------------------------------------- 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; 3 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: ~~~.~ ~D:STO f7 r ~(\." .. t / ROBE E. BAMBLfRG, CITY A_ ",", ",/, 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)