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HomeMy WebLinkAbout1000VW ORDINANCE NO. /1)00 AN ORDINANCE AUTHORIZING THE ISSUANCE OF HOSPITAL REVENUE BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR HOSPITAL FACILITIES; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING A LOAN AND SECURITY AGREEMENT BETWEEN THE CITY OF BATESVILLE, ARKANSAS AND BATESVILLE MEDICAL INVESTORS LIMITED PARTNERSHIP; AUTHORIZING THE SALE OF THE BONDS; AND AUTHORIZING AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, the City of Batesville, Arkansas (the "City"), is authorized and empowered under the provisions of Arkansas Acts 1961, No. 175, as amended (the "Act"), to issue revenue bonds and to expend the proceeds thereof to finance the acquisition, construction and equipment of land, buildings or facilities which can be used as health care facilities; and WHEREAS, it is proposed that the City provide permanent financing, through the issuance of revenue bonds under the Act, of the costs to Batesville Medical Investors Limited Partnership, an Arkansas limited partnership (the "Partnership"), of acquiring the existing Grays Hospital in the City and constructing and equipping certain improvements thereto (the "Project"); and WHEREAS, pursuant to and in accordance with the provisions of the Act, the City is now prepared to proceed with financing the Project and to issue and sell $3,500,000 in principal amount of its Hospital Revenue Bonds (Grays Hospital Project), Series 1983 (the "Bonds"), to provide such financing; and WHEREAS, copies of the hereinafter described Trust Indenture and Loan and Security Agreement have been presented to and are before this meeting; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Batesville, Arkansas: Section 1. That the issuance of the Bonds is hereby authorized. The Bonds shall be issued in the forms and denomina- tions, shall be dated, shall be numbered, shall mature shall bear interest and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Partnership and to be set forth in the Trust Indenture (hereinafter authorized) securing the Bonds. 1400, Section 2. That the Bonds be sold to E. G. Frances & Co., Inc. (the "Purchaser"), for the purchase price recommended by the Partnership. Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed, authenticated, issued, accepted, held and secured, the Mayor is hereby authorized and directed to execute and acknowledge a Trust Indenture by and between the City and a bank or trust company which will act as Trustee thereunder, dated as of the date of the Bonds (the "Indenture"). and the City Clerk is hereby authorized and directed to execute and acknowledge the Indenture and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee. The Indenture is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Trustee, the Partnership and the Purchaser in order to complete the Indenture 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 4. That there be, and there is hereby authorized the execution and delivery of a Loan and Security Agreement (the "Agreement") by and between the City and the Company, and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the Agreement for and on behalf of the City. The Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor is hereby authorized to confer with the Partnership, the Trustee and the Purchaser in order to complete the Agreement 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 S. That there be, and there is hereby, authorized the preparation and distribution to various prospective and actual purchasers of the Bonds of an Official Statement (and preliminary official statement), in the name of the City, describing the City, the Bonds, the Indenture, the Agreement, and setting forth such other information as may be determined to be necessary or desirable by the Purchaser and the Partnership. The Mayor is authorized to execute such official statement on behalf of the City. Section 6. That the Mayor and City Clerk, for and on behalf of the City, be, and they are hereby, authorized and o,,W directed to do any and all things necessary to effect the execution and delivery of the Agreement, the performance of all 09 Noe .,0% obligations of the City under the Agreement, the execution and delivery of the Indenture, the performance of all obligations of the City under and pursuant to the Indenture, the issuance, execution, sale and delivery of the Bonds, 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. That the Mayor and City Clerk be, and they 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 7. That the City is hereby involved with the acquiring, constructing and equipping of industrial facilities, and pursuant to applicable laws of the State of Arkansas, including particularly the Act, competitive bidding is waived. Section 8. That the City Clerk is hereby authorized and directed to file in the office of the City Clerk, as a part of the minutes of the meeting at which this Ordinance is adopted, for inspection by any interested person a copy of the Indenture and the Agreement, and such documents shall be on file for inspection by any interested person. Section 9. That the law firm of Friday, Eldredge & Clark, Little Rock, Arkansas, be appointed to act as Bond Counsel on behalf of the City in connection with the issuance and sale of the Bonds. Section 10. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 11. That all ordinances, resolutions and parts thereof in conflict such conflict. herewith are hereby repealed to the extent of PASSED: December �2 8 , 1982. ATTEST: _ /City Clerk (SEAL) 7OVED:, Mayo LIM Mn CERTIFICATE ,W,: The undersigned, City Clerk of the City of Batesville, Arkansas, hereby certifies that the foregoing pages are a true and perfect copy of Ordinance No. 1000 , adopted at a EC06,n session of the City Council of the City of Batesville, Arkansas, held at the regular meeting place in the City at Ty c o'clock P.m., on they day of December, 1982, and that the Ordinance is of record in Ordinance Record Book No. � _ at page 7o now in my possession. GIVEN under my hand and seal on this day of December, 1982. �'� City Clerk (SEAL) a OEM I on CM EXCERPTS FROM MINUTES OF MEETING OF BATESVILLE, ARKANSAS CITY COUNCIL, HELD DECEMBER 28, 1982 The City Council of the City of Batesville, Arkansas, met in regular session at its regular meeting place in Batesville, Arkansas, at 7:00 o'clock p.m., on the 28th day of December, 1982. There were present Mayor ShirrelI ; City Clerk Williams ; and Aldermen Cargill, Mitchum, Mobley, Moore, Nash, Ed Williams & Lynn Williams Absent: Sandstead The Mayor announced that this was the time set for hearing objections and suggestions concerning the issuance of Hospital Revenue Bonds. The Mayor also stated that the notice of the contemplated issuance of the Bonds and of the meeting on this date for hearing objections and suggestions has been duly published as required by law. He then called upon anyone present who desired to do so to present objections and suggestions. (Matters not relating to the Bonds are omitted.) Mayor ATTEST: (SEAL) City Clerk IWAW 144W CERTIFICATE The undersigned, City Clerk of Batesville, Arkansas, hereby certifies that the foregoing is a true and perfect copy of the minutes of a meeting of the City Council of Batesville, Arkansas, at a regular session held at the regular meeting place of the Council in the City, at 7:00 o'clock p.m., on the 28th day of December, 1982. GIVEN under my hand and the seal of the City this 28th day of December, 1982. City Clerk (SEAL) EXCERPTS FROM MINUTES OF MEETING OF THE BATESVILLE, ARKANSAS CITY COUNCIL, HELD December 28 19 82 The City Council of the City of Batesville Arkansas met in regular g session at its regular meeting place in Batesville Arkansas, at 7:00 o'clock P m., on the 28th day of December 1982 The following were present: Mayor Sh i rrel 1 City Clerk Williams and Aldermen _Cargill, Mitchum, Mobley, Moore, Nash, Ed Williams & Lynn Williams Absent: Sandstead The Mayor stated that consideration should be given to an ordinance authorizing a Trust Indenture and a Loan and Security Agreement and the issuance of Hospital Revenue Bonds This was a matter with which the Council was familiar and after a discussion, Alderman Moore introduced an Ordinance entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF HOSPITAL REVENUE BONDS FOR THE PURPOSE OF PROVIDING PERMANENT FINANCING FOR HOSPITAL FACILITIES; AUTHORIZING A TRUST INDENTURE SECURING THE BONDS; AUTHORIZING A LOAN AND SECURITY AGREEMENT BETWEEN THE CITY OF BATESVILLE, ARKANSAS AND BATESVILLE MEDICAL INVESTORS LIMITED PARTNERSHIP; AUTHORIZING THE SALE OF THE BONDS; AND AUTHORIZING AND PRESCRIB- ING OTHER MATTERS PERTAINING THERETO. and the City Clerk read the Ordinance in full. ..r -2- Alderman Cargill , seconded by Alderman Nash of an ordinance or , moved that resolution in the rule requiring the full on three different reading days be suspended and that the Ordinance The Mayor put the question on the roll being called, the following be placed on its second adoption of the motion voted aye: reading. and the Cargill, Mitchum, Mobley, Moore, Nash, Ed Williams & Lynn Williams and the following voted nay: one Thereupon the Mayor declared that at least two-thirds of all members of the Council having voted in favor of the motion to suspend the rule, the motion was carried and the rule suspended. The Ordinance was then read by the CityClerk Alderman Nash seconded by Alderman Fri Ijillinme , then moved that the rule requiring the reading of an ordinance in full on three different days be further suspended and that the Ordinance be placed on its third reading. The Mayor put the question on the adoption of the motion and the roll being called the following voted aye: Cargill, Mitchum, Mobley, Moore, Nash, Ed Williams & Lynn Williams and the following voted nay: ".. None N.. C -_2 -3- Om The 3 - The Mayor declared that at least two-thirds of all members elected to the Council having voted in favor of the motion to sus- pend the rule, the motion was carried and the rule suspended. The Ordinance was then read by the City Clerk Alderman Cargill , seconded by Alderman Mobley , moved that the Ordinance be adopted. The question was put by the Mayor on the adoption of the motion and the roll being called, the following voted aye: Cargill, Mitchum, Mobley, Moore. Nash. Ed Williams & nn Williams and the following voted nay: None The Mayor thereupon declared the Ordinance and the emergency clause adopted and signed the Ordinance, which was attested by the City Clerk and sealed with the seal of the City. The Ordinance was given No. 1000 Im -4- a (Matters not relating to the Ordinance authorizing a Trust Indenture and a Loan and Security Agreement issuance of Hospital Revenue Bonds are omitted.) There being no further business, the Council adjourned. ' N,ayor ATTEST: Cit• Cler (SEAL) CERTIFICATE The undersigned, City Clerk of Batesville Arkansas, hereby certifies that the foregoing pages numbered 1 to 4, inclusive, are a true and correct copy of excerpts of the minutes of a meeting of the City Council of Batesville Arkansas at a regular session held at the regular meeting place of the Council in said City at 7:00 o'clock p .m., on the 28th day of December 19 82, and the time and place of the meeting was furnished to each person who made a request therefor in accord- ance with the provisions of Act No. 93 of the acts of Arkansas of 1967. a (-:Itry Clerk (SEIAL)