Loading...
HomeMy WebLinkAbout1982-783-R RESOLUTION NO. 7S3 A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF BATESVILLE, ARKANSAS, AND BATESVILLE MEDICAL INVESTORS LIMITED PARTNERSHIP, PERTAINING TO THE ISSUANCE OF HOSPITAL REVENUE BONDS FOR FINANCING THE COSTS OF ACQUIRING HOSPITAL FACILITIES; AND PRESCRIBING OTHER MATTERS RELATING THERETO. BE IT RESOLVED by the City Council of the City of Batesville, Arkansas: Section 1 . That there be, and there is hereby autho- rized the execution and delivery of a Memorandum of Intent by and between the City of Batesville, Arkansas (the "Municipality" ) , and Batesville Medical Investors Limited Partnership, an Arkansas limited partnership (the "Company" ) , and the Mayor and City Clerk be, and they are hereby, authorized to execute and deliver the Memorandum of Intent for and on behalf of the Municipality. The Memorandum of Intent is approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Company in order to complete the Memorandum of Intent in substantially the form submitted to this meeting with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval . Section 2 . That the Mayor and City Clerk be, and they are hereby authorized and directed, for and on behalf of the Municipality, to do all things, execute all instruments and other- wise take all action necessary to the realization of the Muni- cipality' s obligations under the Memorandum of Intent. PASSED: /0 - 12- 1982 . APPROVED: !t ATTEST: or City_C1e k ( SEAL) AP% L CERTIFICATE The undersigned, City Clerk of Batesville, Arkansas, hereby certifies that the foregoing is a true and compared copy of a resolution passed at a J-Lace session of the City Council of Batesville, Arkansas, held at the regular meeting place of the City Council at '1 1. ()c o' clock m. , on the _„_2-1-Y- day of 1982 . City Clerk I (SEAL) (W MEMORANDUM OF INTENT This MEMORANDUM OF INTENT is between the CITY OF BATESVILLE, ARKANSAS (hereinafter referred to as the "Municipality" ) , and BATESVILLE MEDICAL INVESTORS LIMITED PARTNERSHIP, an Arkansas limited partnership, (hereinafter referred to as the "Company" ) . IN CONSIDERATION of the undertakings of the parties set forth herein and the benefits to be derived therefrom and of other good and valuable considerations, receipt of which is hereby acknowledged by the parties, the Municipality and the Company AGREE: 1 . Preliminary Statement. (a) The Municipality is a duly organized and existing city of the first class under the laws of the State of Arkansas and is authorized by the laws of the State of Arkansas, including particularly Act No. 175 of the Acts of Arkansas of 1961, as amended (the "Act" ) , to issue revenue bonds for financing the costs of acquiring, constructing and equipping hospital facilities (as defined in and authorized by the Act) and to make loans to finance the same for such payments and upon such terms and conditions as the Municipality deems advisable. (b) The Company proposes to acquire Grays Hospital, a 51 bed hospital located within the Municipality (the "Existing Facility" ) , and to construct and equip (or cause the present owner to construct and equip, as a condition of the acquisition) improvements to the Existing Facility. The acquisition of the Existing Facility and the constructing and equipping of the improvements will be hereafter referred to as the "Project" . (c) The Municipality has determined that the Project would enhance the quality of health care available to persons in the area and that the financing thereof with revenue bonds as hereinafter provided will decrease the costs of health care. (d) The Company has determined that prior to commencement of the Project, it must obtain a commitment from the Municipality that it will issue revenue bonds under the Act as the Company and the Municipality, upon advice of counsel, shall deem appropriate and make the proceeds available for the permanent financing of any part or all of the costs and expenses of the Project, including expenses of issuing the bonds ( "Project Costs" ) . (e) The Municipality is willing to so commit and to proceed with the issuance of such bonds as and when requested by the Company, in principal amounts necessary to furnish such permanent financing of Project Costs subject to compliance with all conditions set forth in the Act. L 2 . Undertakings on the Part of the Municipality. The Municipality agrees as follows: ( a) That when requested by the Company, it will authorize and take, or cause to be taken, the necessary steps to issue revenue bonds under the Act in the aggregate principal amount necessary to furnish the permanent financing of all or any part of the Project Costs. In this regard, it is estimated at this .time that the cost of accomplishing the Project will be in the amount of approximately $3, 500, 000 but bonds will be issued in such amount as shall be requested by the Company whether that amount is more or less than $3 , 500, 000 (the "Bonds" ) . (b) That it will, at the proper time and subject in all respects to the recommendation and approval of the Company, have the Bonds underwritten and will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of the Bonds, the acquiring, constructing and equipping of the Project and the loan of the proceeds of the Bonds to the Company for that purpose, all in conformity with the Act and any AP other applicable federal and state laws and upon terms and conditions mutually satisfactory to the Municipality and the Company. (c) That the aggregate basic payments (i . e . , the paym-nts to be used to pay the principal of, premium, if any, and interest on the Bonds) payable under the loan agreement between the Municipality and the Company shall be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. (d) That it will take or cause to be taken such other action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3 . Undertakings on the Part of the Company. The Company agrees as follows: (a) That it will cooperate with the Municipality in the sale and issuance of the Bonds to the end of achieving timely and favorable marketing thereof. (b) That it will enter into such loan agreement or other appropriate agreement with the Municipality as the Company and the Municipality determine to use, under which the Company will obligate itself to pay to the Municipality payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. 2 AWN, 'Oft L (c) That it will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. This Memorandum of Intent shall continue in full force and effect until the Project and its financing by Bonds, as herein specified, is accomplished, and in this regard it is understood that there may be separate issues of Bonds, and separate series within a particular issue, with different maturities, interest rates, redemption provisions and other details . In the case of each issue, and of each series, the Municipality will take appropriate action by ordinance or resolution, to sell and authorize the Bonds and to authorize and execute such agreements and documents as may be determined necessary or desirable by the Municipality and the Company. (W 3 � AM4 IN WITNESS WHEREOF, the Municipality and the Company have entered into this Memorandum of Intent by their officers thereunto duly authorized, as of the day of , 1982 . CITY OF BATESVIL , ARKANSAS ATTEST: By i M or City Clerk (SEAL) BATESVILLE MEDICAL INVESTORS LIMITED PARTNERSHIP BY THE MANHATTAN GROUP, INC. , a Georgia corporation, General Partner ATTEST: BY (title) (titl ) (SEAL) (W 4