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HomeMy WebLinkAbout2020-03-01-R RESOLUTION NO. A RESOLUTION AUTHORIZING THE ISSUANCE OF REVENUE BONDS BY THE CITY OF BATESVILLE, ARKANSAS PUBLIC FACILITIES BOARD; AND PRESCRIBING OTHER MATTERS RELATING THERETO, WHEREAS, pursuant to Ordinance No. 2003-10-1 adopted October 14, 2003, the City Council of the City of Batesville, Arkansas (the "City"), created the City of Batesville, Arkansas Public Facilities Board(the "Board"); and WHEREAS, the Board currently proposes to issue not to exceed $42,000,000 of its Hospital Revenue Bonds(White River Health System,Inc.),Refunding Series 2020(the "Bonds") and to loan the proceeds of the Bonds to White River Health System, Inc., an Arkansas nonprofit corporation (the "Corporation") for the purpose of (i) refunding the Independence County, Arkansas Public Health, Education and Housing Facilities Board Capital Improvement Revenue Bonds (White River Health System, Inc, Project), Series 2011 (the ""Series 2011 Bonds") (which financed improvements to White River Medical Center), (ii) refunding the Board's Refunding Revenue Bonds(White River Health System, Inc. Project), Series 2013 (the "Series 2013 Bonds") (which refinanced improvements to White River Medical Center), and (iii) providing permanent financing for the acquisition and construction of improvements -(the "UAMS Buildings Improvements") to the health care facilities located in two adjacent buildings at 1993 Harrison Street in the City(collectively,the "UAMS Buildings")(which UAMS Buildings are leased by the Corporation and subleased by the Corporation to the University of Arkansas for Medical Sciences), by retiring indebtedness incurred by the Corporation to finance the UAMS Buildings Improvements; and WHEREAS, a public hearing on the question of the issuance of the Bonds has been held before the Mayor of the City on this day following the publication of a notice of such hearing in the Batesville Daily Guard, a newspaper of general circulation within the City, on March 3,2020; and WHEREAS, the City Council of the City has determined that the purposes for which the Bonds are to be issued serve a proper public need and puTose; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Batesville, Arkansas: Section 1. That the issuance of the Bonds by the Board to refund the Series 2011 Bonds and the Series 2013 Bonds and to provide permanent financing of the UAMS Buildings Improvements is hereby authorized and is in all respects approved. Section 2. That by the adopting of this Resolution, the City assumes no liability or responsibility for the repayment of the Bonds. The Bonds are not a debt of or pledge of the credit of the City, and the City is not obligated to pay debt service on the Bonds. Section 3. That the provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared illegal or invalid, such declaration shall not affect the validity of the remainder of this Resolution. Section 4. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 5. This Resolution shall be in force and effect immediately upon and after its passage. PASSED AND APPROVED THIS 17th day of March, 2020. "Ot Mayor ATTEST: Ark A in j City Clerk 2 CERTIFICATE The undersigned, City Clerk of the City of Batesville, Arkansas, hereby certifies that the foregoing is a true and compared copy of a Resolution duly adopted by the City Council of the City at its regular meeting place at 5:30 o'clock p.m. on the 17th day of March,2020, -r(v—st" City Clerk (SEAL) RESOLUTION A RESOLUTION AUTHORIZING THE ISSUANCE OF HOSPITAL REVENUE BONDS (WHITE RIVER HEALTH SYSTEM,INC.),REFUNDING SERIES 2020;AUTHORIZING A TRUST INDENTURE,A LOAN AGREEMENT AND SECURITY AGREEMENT, A BOND PURCHASE AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS IN CONNECTION THEREWITH; AUTHORIZING THE SALE OF THE BONDS AND THE EXECUTION OF A BOND PURCHASE AGREEMENT; AND PRESCRIBING OTHER MATTERS PERTAINING THERETO. WHEREAS, pursuant to the Constitution and laws of the State of Arkansas, particularly Arkansas Code of 1987 Annotated, Title 14, Chapter 137 (the "Act"), the City of Batesville, Arkansas Public Facilities Board (the "Board") has been created by Ordinance No. 2003-10-1 (the "Authorizing Ordinance") of the City of Batesville, Arkansas (the "City") for the public purpose of, among other things, assisting in the financing and refinancing of health care facilities and related facilities; and WHEREAS, the Board is authorized pursuant to the provisions of the Act and the Authorizing Ordinance to accomplish, finance, contract concerning, and otherwise dispose of and deal with "health care facilities" (as defined in the Act)and related facilities, and to issue revenue bonds from time to time and to use the proceeds to accomplish the purposes for which the Board has been created as the same relate to the providing of adequate health care facilities and related facilities within the City; and WHEREAS, White River Health System, Inc., an Arkansas non-profit corporation (the "Corporation"), provides hospital and health care services to the citizens of the City and the State of Arkansas; and WHEREAS, the Corporation is obligated to make debt service payments on the following bond issues: (i) the Independence County, Arkansas Public Health, Education and Housing Facilities Board Capital Improvement Revenue Bonds(White River Health System, Inc. Project), Series 2011 (the "Series 2011 Bonds"), and (ii) the Board's Refunding Revenue Bonds (White River Health System, Inc. Project), Series 2013 (the "Series 2013 Bonds"); and WHEREAS, the Corporation leases certain health care facilities located at 1931 Harrison Street, Batesville, Arkansas (collectively, the "UAMS Buildings"),which it subleases to the University of Arkansas for Medical Sciences ("UAMS"); and WHEREAS,the Corporation financed improvements to the UAMS Buildings with indebtedness represented by the Promissory Note dated August 1, 2018 payable to First Community Bank(the "UAMS Buildings Indebtedness"); and WHEREAS,the Board hereby finds and declares that UAMS provides an essential public health care service at the UAMS Buildings that enhances the Corporation's mission and its ability to provide essential health care services and facilities, and it is in the best interest of the Board, the Corporation, residents of the City, and the public at large that the UAMS Buildings be subleased to UAMS for such purposes; and WHEREAS, the Corporation has evidenced an interest in accomplishing the refunding of the Series 2011 Bonds and the Series 2013 Bonds and in accomplishing the permanent financing of the improvements to the DAMS Buildings by retiring the UAMS Buildings Indebtedness, all in order to provide debt service savings; and WHEREAS,the facilities financed and refinanced with proceeds of the Series 2011 Bonds and the Series 2013 Bonds and the UAMS Buildings and improvements thereto financed with the UAMS Buildings Indebtedness are "health care facilities" as contemplated by the Act; and WHEREAS, the Corporation has requested that the Board issue its Hospital Revenue Bonds (White River Health System, Inc.) Refunding Series 2020 in an aggregate principal amount not to exceed$42,000,000(the "Bonds")and make the proceeds available to the Corporation to accomplish the refunding of the Series 2011 Bonds and the Series 2013 Bonds;to provide permanent financing of the improvements to the UAMS Buildings by retiring the UAMS Buildings Indebtedness; to provide a debt service reserve; and to pay expenses incurred in connection with issuing the Bonds and accomplishing the refunding of the Series 2011 Bonds and the Series 2013 Bonds and the retiring of the UAMS Buildings Indebtedness; and WHEREAS,the Board hereby finds and determines that the refunding of the Series 2011 Bonds and the Series 2013 Bonds and the retiring of the UAMS Buildings Indebtedness will provide debt service savings to the Corporation and further the Corporation's mission and its ability to provide health care facilities and services within and around the City and,thus,it is in the public interest for the Board to issue the Bonds for such purposes,and the issuance of the Bonds for such purposes furthers the purposes of the Act and the Authorizing Ordinance, and, assuch, the Board desires to assist the Corporation by issuing the Bonds; and WHEREAS,the Bonds will be limited obligations of the Board and will be payable from amounts payable by the Corporation under the Agreement(as hereinafter defined) and will be secured as set forth in the Agreement and in the Master Trust Indenture dated as of the dated date of the Bonds, as amended and supplemented from the time to time (the "Master Indenture"), by and between the Corporation and Regions Bank, as Master Trustee; and WHEREAS, there has been presented to this meeting the form of the following instruments which the Board proposes to execute to carry out the transactions described herein, copies of which instruments shall be filed with the records of the Board: (a) a Bond Purchase Agreement (the "Bond Purchase Agreement") among the Board, the Corporation, and Crews & Associates, Inc. (the "Underwriter"); 2 (b) a Loan Agreement and Security Agreement (the "Agreement") between the Board and the Corporation; (c) a Trust Indenture (the "Indenture")between the Board and a trustee bank to be selected by the Corporation(the "Trustee"); and (d) a Preliminary Official Statement (the "Preliminary Official Statement")relating to the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City of Batesville, Arkansas Public Facilities Board: Section 1. The issuance of the Bonds in the aggregate principal amount of not to exceed $42,000,000 is authorized. The Bonds shall be issued in the form and denominations; shall be dated; shall be numbered; shall mature not later than April 1, 2032; shall have a true interest cost (after taking into account original issue discount and premium and Underwriter's discount, but excluding costs of issuing the Bonds)not greater than 3.60%; and shall be subject to redemption prior to maturity all upon the terms and conditions recommended by the Corporation and to be set forth in the Indenture. The maturity schedule and the interest rate per maturity shall be approved by the Chairman or Vice Chairman of the Board. The Bonds may be divided into multiple series if taxable and tax-exempt bonds are being issued, if advantageous for planning purposes or if necessitated for federal income tax purposes, as determined by the Chief Financial Officer of the Corporation, and, if multiple series are issued, each series shall have a letter designation, commencing with "A." As determined by the Corporation, the Bonds may be issued to provide funds to accomplish all or any combination of the purposes authorized hereby. Section 2. Within the parameters described in Section 1 of this Resolution and in accordance with the request of the Corporation that the sale of the Bonds be made on a negotiated basis, the Bonds shall be sold to the Underwriter for the purchase price (which shall include an Underwriter's discount not greater than 1.20%), plus accrued interest, if any, from the date of the Bonds to the date of delivery, and upon the terms and conditions set forth in the Bond Purchase Agreement. The Chairman, Vice Chairman and Secretary are each hereby authorized and directed to execute and deliver, for and on behalf of the Board,the Bond Purchase Agreement to the Underwriter and the Corporation. In addition to the compensation in the form of Underwriter's discount, the Underwriter shall be entitled to such other compensation and to the reimbursement of such expenses as shall be agreed upon by the Corporation and the Underwriter so long as such amounts are payable from proceeds of the Bonds or by the Corporation. Section 3. To prescribe the terms and conditions upon which the Bonds are to be executed, issued, accepted, held and secured, the Chairman,Vice Chairman and Secretary of the Board are each hereby authorized and directed to execute and deliver, for and on behalf of the Board,the Indenture to the Trustee. Section 4. There is hereby authorized the loan of the proceeds of the Bonds to the Corporation in accordance with the provisions of the Loan Agreement. The Chairman, Vice 3 Chairman and Secretary are each hereby authorized and directed to execute and deliver, for and on behalf of the Board,the Loan Agreement to the Corporation. Section 5. The Chairman, Vice Chairman and Secretary of the Board are each hereby authorized and directed to execute the Bonds, by manual or facsimile signatures, and to cause the Bonds so executed to be delivered to or at the direction of the Underwriter upon payment of the purchase price. Section 6. The Preliminary Official Statement is hereby approved and the Chairman and Vice Chairman of the Board are each hereby authorized to declare the same to be final as of its date in accordance with the provisions of Rule 15c2-12 under the Securities Exchange Act of 1934 to the extent it is applicable to the sale of the Bonds. The Chairman and Vice Chairman of the Board are each authorized to execute the Preliminary Official Statement and a final Official Statement. The Preliminary Official Statement and final Official Statement are authorized to be distributed to various prospective and actual purchasers of the Bonds for and on behalf of the Board. Section 7. The Bond Purchase Agreement,the Loan Agreement,the Indenture and the Preliminary Official Statement (collectively, the 'Bond Documents") shall be in substantially the forms submitted to this meeting,which are hereby approved,with such omissions, insertions and changes as may be approved by the officers executing them, their execution to constitute conclusive evidence of their approval of any such omissions, insertions and changes. Section 8. The Chairman, Vice Chairman and Secretary, for and on behalf of the Board, are each hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the instruments approved by this Resolution and the performance of all obligations of the Board thereunder, the issuance, execution, sale and delivery of the Bonds, and the performance of all acts of whatever nature necessary to effect and carry out the authority conferred by this Resolution. The Chairman,Vice Chairman and Secretary are each hereby further authorized and directed, for and on behalf of the Board, to execute the Bond Documents and 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 9. The Board will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Section 10. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Bond Resolution,or in any Bond,or in the Bond Documents,or under any judgment obtained against the Board or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, shall be had against any officer as such or board-member, past, present, or future, of the Board,either directly or through the Board,or otherwise,for the payment for or to the Board or any receiver thereof, or for or to any holder of any Bond, or otherwise, of any sum that may be due and unpaid by the Board upon any of the Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such 4 officer, as such, to respond by reason of any act or omission on his or her part, or otherwise, for, directly or indirectly,the payment for or to the Board or any receiver thereof,or for or to the owner or any holder of any Bond, or otherwise, of any sum that may remain due and unpaid upon any Bond, shall be deemed to be expressly waived and released as a condition of and consideration for the execution and delivery of the Bond Documents and the issuance of the Bonds. Section 11. The Bonds are limited obligations of the Board,payable solely from the revenues and other funds and money pledged.and assigned under the Bond Documents. Neither the Board,the State of Arkansas,nor Independence County,Arkansas,nor the City,nor any public agency(except the Board,to the limited extent set forth in the Bond Documents)shall in any event be liable for the payment of the principal of, premium (if any) or interest on the Bonds, or for the performance of any pledge, obligation or agreement of any kind whatsoever except as set forth in the Bond Documents, and none of the Bonds or any of the Board's agreements or obligations shall be construed to constitute an indebtedness of or a pledge of the faith and credit of or a loan of the credit of or a moral obligation of any of the foregoing within the meaning of any constitutional or statutory provision whatsoever. The Board has no taxing power. Section 12. The Bonds shall not be issued until a public hearing is held with respect to the Bonds and until the City has approved the issuance of the Bonds. Section 13. The provisions of this Resolution 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 14. All resolutions and parts thereof in conflict herewith, including specifically,but not limited,to the Resolution of the Board adopted at its special meeting February 25, 2020, are repealed to the extent of such conflict. Section 15. This Resolution shall be effective upon its passage and approval. ADOPTED: March 17, 2020. CITY OF BATESVILLE,ARKANSAS PUBLIC FACILITIES BOARD ATTEST elgajlt By Chair Secretary (SEAL) 5 CERTIFICATE The undersigned, Secretary of the City of Batesville, Arkansas Public Facilities Board, hereby certifies that(1)the foregoing pages are a true and correct copy of a Resolution of the Board adopted on the 17th day of March, 2020, and that the Resolution is of record in the Records of the Board now in his possession, and (2) such proceedings were open to the public at all times and advance public notice of the time and place of such proceedings was duly given in accordance with the Arkansas Freedom of Information Act. 4. - Secretary (SEAL) TEFRA NOTICE PUBLIC HEARING AND APPROVAL CERTIFICATE Re: City of Batesville, Arkansas Public Facilities Board Hospital Revenue Bonds (White River Health System, Inc.), Refunding Series 2020 The undersigned Mayor (the "Mayor") of the City of Batesville, Arkansas (the "City") is the chief elected executive officer of the City, and hereby certifies as follows: (1) Attached hereto is an affidavit of the publisher of the Batesville Daily Guard showing that a notice of public hearing on the issuance of the above referenced bond issue (the "Bonds"), in the aggregate principal amount of not to exceed $42,000,000, to be held on March 17, 2020, was published one time in such newspaper on March 3, 2020. Such notice apprised the residents of the City of the proposed issuance of the Bonds. (2) The public hearing described in such notice was duly held at the date and place set forth in such notice before me. The hearing was conducted in a manner which provided a reasonable opportunity for persons with differing views on the issuance of the Bonds or the facilities to be permanently financed and/or refinanced by the Bonds to be heard. (3) The public hearing was held prior to final approval, authorization and issuance of the Bonds. (4) The undersigned, acting in his capacity as Mayor of the City, hereby approves the issuance of the Bonds by the City of Batesville, Arkansas Public Facilities Board for the purposes of meeting the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. (5) By issuing this approval, the City assumes no liability or responsibility for the repayment of the Bonds. The Bonds are not a debt of or pledge of the credit of the City, and the City is not obligated to pay debt service on the Bonds. IN WITNESS WHEREOF, the undersigned has executed his Certificate as of the 17th day of March, 2020. CITY OF BATESVILLE, ARKANSAS By: Ma