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HomeMy WebLinkAboutOrdinance #4009 - $50,000,000 Aggregate Principal Amount of Health Care Facilities Revenue Bonds, Series 2015 CERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON,ILLINOIS,AND THAT THE CITY COUNCIL AT A REGULARLY CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 20TH DAY OF OCTOBER, 2015 ADOPTED ORDINANCE NO. 4009 TRUE AND CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET. GIVEN UNDER MY HAND AND SEAL THIS 20th DAY OF OCTOBER, 2015. (SEAL) DI P - CK CITY CLERK ORDINANCE NO. 4009 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2015 (GRAHAM HOSPITAL ASSOCIATION PROJECT) OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, THE PROCEEDS OF WHICH SHALL BE LOANED TO GRAHAM HOSPITAL ASSOCIATION, AN ILLINOIS NOT FOR PROFIT CORPORATION, TO FINANCE AND REFINANCE THE CONSTRUCTION AND EQUIPPING OF HEALTH CARE FACILITIES LOCATED WITHIN THE CITY OF CANTON, ILLINOIS; PROVIDING FOR THE PLEDGE AND ASSIGNMENT OF REVENUES AND OTHER AVAILABLE FUNDS FOR THE PAYMENT OF SAID BONDS TO BE ISSUED IN ONE OR MORE SERIES; AUTHORIZING BOND AND LOAN AGREEMENTS AND A TAX COMPLIANCE AGREEMENT; AUTHORIZING AGREEMENTS TO SECURE FURTHER THE PAYMENT OF SAID BONDS; AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS. WHEREAS, the City of Canton, Fulton County, Illinois (hereinafter called the "City"), is a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois, and by virtue of the Constitution and laws of the State of Illinois, including The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, including by the Illinois Bond Replacement Act, the Registered Bond Act, the Bond Authorization Act and the Local Government Debt Reform Act (collectively, the "Act"), is authorized and empowered, among other things: (a) to provide funds for the acquisition of privately owned industrial facilities, including health care facilities, (b)to issue its revenue bonds for the purposes set forth herein, (c) to secure such revenue bonds by a pledge and assignment of revenues and other available funds and other documents, as provided for herein, and (d) to enact this Ordinance and execute the Bond and Loan Agreements, as hereinafter identified, and all other documents to be executed by it, upon the terms and conditions provided therein; and WHEREAS, the City Council of the City of Canton, Illinois (the "Council") has heretofore found and determined, and does hereby confirm, that the financing and refinancing of the acquisition, construction, installation and equipping of certain health care facilities of C\363772.4 Graham Hospital Association, an Illinois not for profit corporation(the "Borrower"), constituting industrial facilities to be located within the jurisdiction of the City, which facilities consist of a medical office/clinic building and hospital facilities located at 210 West Walnut Street, Canton, Illinois and 180 South Main Street, Canton, Illinois (collectively, the "Facilities") and will consist of financing and refinancing various improvements to the Facilities, including without limitation, (a) the acquisition, construction, remodeling and equipping of certain health facilities constituting industrial projects under the Act, including, but not limited to, the construction and 32,205 square feet expansion of a medical office/clinic building, located at 180 South Main Street, and the rehabilitation, furnishing and equipping of surgical suites and a skilled nursing unit within the hospital and related hospital infrastructure located at 210 West Walnut Street, Canton, Illinois, 61520 (collectively, the "Project") and (b) refinancing the City's Adjustable Rate Demand Healthcare Facilities Revenue Bonds, Series 2009 (Graham Hospital Association Project) (the "Refunded Bonds"), the proceeds of which were used to finance the costs of the acquisition, construction and equipping of certain health facilities constituting industrial projects under the Act and refinancing the City's Adjustable Rate Demand Industrial Revenue Bonds, Series 2006 (Graham Hospital Association Project), all as more fully set forth in the Bond and Loan Agreements, will relieve conditions of unemployment and underemployment and encourage the increase of industry and commerce within the jurisdiction of the City, thereby reducing the evils attendant upon unemployment and underemployment and providing for the increased welfare and prosperity of the residents of the City, and that the City, by assisting with the financing of the Project through the issuance of revenue bonds in the maximum aggregate principal amount of not to exceed $50,000,000, will be acting in a manner consistent with and in furtherance of the provisions of the Act; and - 2 - C\363772.4 WHEREAS, it is determined by the City that the amount necessary to finance the costs of or related to the Project and to refinance the Refunded Bonds will require the issuance, sale and delivery of not to exceed $50,000,000 aggregate principal amount of Health Care Facilities Revenue Bonds, Series 2015 (Graham Hospital Association Project) (the "Series 2015 Bonds" or the "Bonds"); and WHEREAS, it is necessary to authorize the execution of two Bond and Loan Agreements (the "Bond and Loan Agreements") among the City, the Borrower and BMO Harris Bank N.A., a national banking association (the "Purchaser"), under the terms of which the City will lend the proceeds of the Bonds, issued in one or more series, to the Borrower in order to provide funds for the financing of the Project and refinancing of the Refunded Bonds, the payments to be paid by the Borrower to the City in repayment of the loan to be sufficient to pay at maturity the principal of,premium, if any, and interest on the Bonds; and WHEREAS,the City proposes to sell the Bonds upon a negotiated basis to the Bank; and WHEREAS, the City has caused to be prepared and presented the following documents, which the City proposes to enter into: 1. the Bond and Loan Agreements; 2. the Bonds. WHEREAS, pursuant to the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), a public hearing regarding the issuance of the Bonds was held by the City Council on October 20, 2015, pursuant to notice published at the direction of the City in the Canton Daily Ledger, a newspaper of general circulation in the City of Canton, Illinois, on October 5, 2015; and - 3 - C\363772.4 WHEREAS, the City Council is the applicable elected representative body required to approve the issuance of the Bonds on behalf of the City within the meaning of the Code; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, AS FOLLOWS: Section 1. The financing of the costs of the Project, refinancing of the Refunded Bonds and the financing of all or a portion of the costs of issuance of the Bonds through the issuance and sale of the Bonds, in one or more series, in accordance with the terms of the Bond and Loan Agreements are hereby authorized and approved. The use of the proceeds of the Bonds to finance the costs of the Project, refinance the Refunded Bonds and finance all or a portion of the cost of issuance of the Bonds is in furtherance of the public purposes of the City. Section 2. That the form, terms and provisions of the proposed Bond and Loan Agreements be, and the same hereby are, in all respects approved, and that the Mayor and the City Clerk be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name and on behalf of the City, and to cause the Bond and Loan Agreements to be delivered to the Borrower and the Bank. The Bond and Loan Agreements are to be in substantially the form attached to this Ordinance and are hereby approved, and the Mayor and City Clerk are hereby authorized to make changes to the Bond and Loan Agreements as are consistent with this Ordinance. The execution of any and all documents related to the Bond and Loan Agreements, and the Bonds by officials of the City shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Bond and Loan Agreements hereby approved; and that from and after the execution and delivery of such instruments, the officials, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may - 4 - C\363772.4 be necessary to carry out and comply with the provisions of such instruments as executed. The City has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any representations, statements, reports, financial information, offering or disclosure documents or other information submitted to the Bank relating to the Bonds, the Project, the Refunded Bonds, the Borrower or the history, businesses, properties, organization, management, financial condition, market area or any other matter relating to the Borrower, the Project or the Refunded Bonds. The Bond and Loan Agreements shall constitute and are hereby made a part of this Ordinance and copies of such documents shall be placed in the official records of the City, and shall be made available for public inspection. Section 3. That the issuance of the Bonds in the aggregate principal amount of not to exceed $50,000,000 and subject to optional and mandatory redemption in accordance with the terms and provisions of the Bond and Loan Agreements, as executed, and bearing interest initially as determined in accordance with the Bond and Loan Agreements but in no event is the interest rate on the Bonds (regardless of the rate period) to exceed twenty-five percent (25%) per annum, with a maturity no later than December 31, 2045, is hereby approved and the Mayor and the City Clerk of the City be and are hereby authorized, empowered and directed to cause to be prepared the Bonds in the form and having the other terms and provisions specified in the Bond and Loan Agreements (as executed and delivered); that the Bonds shall be designated "Health Care Facilities Revenue Bonds, Series 2015 (Graham Hospital Association Project)"; that the Bonds shall be executed in the name of the City with the manual or facsimile signature of its Mayor and the manual or facsimile signature of its City Clerk and the seal of the City shall be impressed or reproduced thereon, and that the Mayor or any other officer of the City shall cause the Bonds, as so executed and attested, to be delivered to the Bank; and the form of the Bonds - 5 - C\363772.4 submitted to this meeting as the same appears in the Bond and Loan Agreements, subject to appropriate insertion and revision in order to comply with the provisions of said Bond and Loan Agreements be, and the same hereby are, approved, and when the same shall be executed on behalf of the City in the manner contemplated by the Bond and Loan Agreements and this Ordinance in the aggregate principal amount of not to exceed $50,000,000, it shall represent the approved form of the Bonds of the City. Section 4. The Bonds shall be special limited obligations of the City and except to the extent payable from Bonds proceeds or moneys from the investment thereof, shall be payable solely from the revenues and receipts and other amounts received by or on behalf of the City pursuant to the Bond and Loan Agreements. The Bonds and interest thereon shall not be deemed to constitute an indebtedness or a general obligation of the City, the State of Illinois or any political subdivision thereof within the meaning of any constitutional or statutory provision or a charge against the general credit or taxing powers, if any, of the City, the State of Illinois or any political subdivision thereof. No taxing powers of the City, the State of Illinois or any political subdivision thereof are pledged or available to pay the Bonds or interest thereon. The special limited nature of the obligation represented by the Bonds are more fully set forth in the Bond and Loan Agreements, which provisions are incorporated herein by reference. Section 5. That the sale of the Bonds to the Bank at a price not to exceed $50,000,000 is hereby in all respects authorized and approved. Section 6. That from and after the execution and delivery of the Bond and Loan Agreements, the proper officials, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said document as executed and to - 6 - C\363772.4 further the purposes and intent of this Ordinance, including the preamble hereto. The Mayor and the 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 the authority conferred by this Ordinance or to evidence said authority, including without limitation the signing of IRS Form 8038 and the filing thereof as therein required and the certifications relating to Section 148 of the Code and the regulations promulgated thereunder and changes in the documents approved hereby as approved by the officials of the City executing the same, and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the City under the Bond and Loan Agreements and to discharge all of the obligations of the City thereunder. In its performance of the covenants pertaining to federal income tax laws, the City may rely upon the written advice of nationally recognized bond counsel. For purposes of certifying to matters of arbitrage,the Mayor is hereby designated an officer responsible for issuing the Bonds. Section 7. That all acts and doings of the officials of the City which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds in the aggregate principal amount of not to exceed $50,000,000 and the financing of the Project and the refinancing of the Refunded Bonds to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 8. That the City hereby approves the Project, the refinancing of the Refunded Bonds, the plan of financing and the issuance of the Bonds pursuant to Section 147(f) of the Code. Section 9. The Bonds will be restricted, or caused to be restricted, and the proceeds of the Bonds used, in such manner and to such extent, as may be necessary, after taking into - 7 - C\363772.4 account reasonable expectations at the time the Bonds is delivered to the Bank, so that they will not constitute arbitrage Bonds under Section 148 of the Code. Section 10. That the Bonds shall be issued in compliance with and under the authority of the provisions of this Ordinance and the Bond and Loan Agreements. Section 11. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Ordinance, or in the Bond and Loan Agreements, or under any judgment which may be obtained against the City 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 the Mayor, City Clerk, City Treasurer, any alderman of the City Council or any other officer of the City as such, past, present, or future, either directly or through the City, or otherwise, for the payment of or to the City or any receiver thereof, or for or to any owner of the Bonds, or otherwise, of any sum that may be due and unpaid by the City upon any of 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 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 City or any receiver thereof, or for or to the owner or any holder of any Bonds, or otherwise, of any sum that may remain due and unpaid upon the Bonds, shall be deemed to be expressly waived and released as a condition of and consideration for the execution and delivery of the Bond and Loan Agreements, the issuance of the Bonds, and related documents and instruments. Section 12. That the provisions of this Ordinance (except Section 11) are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared - 8 - C\363772.4 to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 13. All statutes of the State of Illinois or any parts thereof which are in conflict with the provisions of this Ordinance are hereby superseded by this Ordinance to the extent permitted by applicable law. Section 14. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance ("Conflicting Council Actions") are to be read as authorizing this Ordinance. To the extent such a reading is not possible, all Conflicting Council Actions are hereby superseded and repealed to the extent of such conflict. Section 15. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. - 9 - C\363772.4 This Ordinance is hereby passed and deposited in the office of the City Clerk this 20th of October, 2015. AYES: Alderman Tad Putrich, Ryan Mayhew, Justin Nelson, Gerald Ellis, John Lovell, Angela Hale NAYS: None ABSENT: Alderman Jim Nelson r, 2r DM�CfA EY- OCK, City Clerk APPROVED by me the 20th day of October, 2015. JEFF Y A. Z, Mayor - 10 - C\363772.4 STATE OF ILLINOIS ) ) SS. COUNTY OF FULTON ) CERTIFICATION OF ORDINANCE I,the undersigned,do hereby certify that I am the duly elected,qualified and acting City Clerk of the City of Canton, Illinois, a unit of local government and municipality duly organized and existing under the Constitution and laws of the State of Illinois(the"City"), and as such official I am the keeper of the records and files of the City and of the Mayor and City Council(the"Corporate Authorities"). I do further certify that the attached ordinance constitutes a full, true and correct excerpt from the proceedings of the meeting of the City's Corporate Authorities held on October 20, 2015, insofar as same relates to the adoption of Ordinance No.4009,entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2015 (GRAHAM HOSPITAL ASSOCIATION PROJECT) OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, THE PROCEEDS OF WHICH SHALL BE LOANED TO GRAHAM HOSPITAL ASSOCIATION, AN ILLINOIS NOT FOR PROFIT CORPORATION, TO FINANCE AND REFINANCE THE CONSTRUCTION AND EQUIPPING OF HEALTH CARE FACILITIES LOCATED WITHIN THE CITY OF CANTON, ILLINOIS; PROVIDING FOR THE PLEDGE AND ASSIGNMENT OF REVENUES AND OTHER AVAILABLE FUNDS FOR THE PAYMENT OF SAID BONDS; AUTHORIZING BOND AND LOAN AGREEMENTS AND A TAX COMPLIANCE AGREEMENT; AUTHORIZING AGREEMENTS TO SECURE FURTHER THE PAYMENT OF SAID BONDS; AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS a true, correct and complete copy of which ordinance as adopted at such meeting appears in the minutes of such meeting and is hereto attached. Such ordinance was adopted and approved on the date and as therein set forth. I do further certify that the deliberations of the Corporate Authorities on the adoption of the above ordinance were taken openly, that the vote on the adoption of such ordinance was taken openly, that such meeting was held at a specified time and place convenient to the public, that notice of such meeting was duly given to all of the news media requesting such notice, that the agenda for the meeting was duly posted at the City Hall at least 48 hours prior to the meeting; that such meeting was called and held in strict compliance with the provisions of the open meetings laws of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the applicable provisions of such laws and their procedural rules in the adoption of such ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City of Canton, Fulton County, Illinois,this 20th day of October,2015. (SEAL) rzc ORNX P Y K,City Clerk - 11 - C\363772.4 LANCASTER ■■ POLLARD ■■ October 29,2015 City of Canton 2 North Main Street Canton, IL 61520 Attn: Nancy Rabel Re: Disclosures by Placement Agent Pursuant to MSRB Rule G-17 $48,540,000 aggregated principal amount Health Care Facilities Revenue Bond, Series 2015A&Health Care Facilities Revenue Bond, Series 2015B Dear Ms.Rabel: We are writing to provide you, City of Canton, with certain disclosures relating to the captioned bond issue (the "Bonds"), as required by the Municipal Securities Rulemaking Board (MSRB) Rule G-17 as set forth in MSRB Notice 2012-25 (May 7, 2012).1 Graham Hospital Association (the "Borrower") has engaged Lancaster Pollard & Co., LLC to serve as a placement agent, and not as an underwriter, financial advisor or municipal advisor,in connection with the issuance of the Bonds. As part of our services as placement agent, Lancaster Pollard & Co., LLC may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. As placement agent,we are required to provide any conflicts disclosures,if conflicts exist. As the issuer of the Bonds, you will be a party to loan agreements and certain other legal documents to be entered into in connection with the issuance of the Bonds, but the material financial risks described in this letter will be borne by the Borrower, as set forth in those legal documents. A copy of this letter is also being provided to the Borrower. 1 Interpretive Notice Concerning the Application of MSRB Rule G-17 to Underwriters of Municipal Securities (effective August 2,2012). 65 East State St. 16th Floor- Columbus,OH 43215 - Phone(614)224-8800 - Fax(614)224-8805 www.lancasterpollard.com I Atlanta -Austin-Columbus-Kansas City- Los Angeles-Philadelphia City of Canton, Fulton County, Illinois October 29, 2015 1. Disclosures Concerninu the Placement Agent's Role: (i) MSRB Rule G-17 requires a placement agent to deal fairly at all times with both municipal issuers and investors. (ii) In our capacity as placement agent, Lancaster Pollard&Co.,LLC is not purchasing the Bonds from the Issuer. However, if Lancaster Pollard & Co., LLC were acting as the underwriter, Lancaster Pollard & Co., LLC would have a duty to purchase the Bonds from the Issuer at a fair and reasonable price, and would be required to balance that duty with its duty to sell the Bonds to investors at prices that are fair and reasonable. 11. Disclosures Concerning;the Placement Agent's Compensation: The placement agent will be compensated by a fee that will be set forth in the engagement letter with the Borrower and entered into in connection with the issuance of the Bonds. Payment or receipt of the placement agent fee will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the placement agent may have an incentive to recommend to the Issuer a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. III. Additional Conflicts Disclosures: Lancaster Pollard & Co., LLC has not identified any additional potential or actual material conflicts that require disclosure by it. 1V. Disclosures Concerning Complex Municipal Securities Financing: Since Lancaster Pollard & Co., LLC has recommended a financing structure that may be a "complex municipal securities financing" for purposes of MSRB Rule G-17, attached is a description of the material financial characteristics of that financing structure as well as the material financial risks of the financing that are known to us and reasonably foreseeable at this time. If you or any other Issuer officials have any questions or concerns about these disclosures,please make those questions or concerns known immediately to the undersigned. In addition,you should consult with the Issuer's own financial and/or municipal,legal,accounting,tax and other advisors, as applicable,to the extent you deem appropriate. It is our understanding that you have the authority to bind the Issuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect,please notify the undersigned immediately. We are required to seek your acknowledgement that you have received this letter. Accordingly, please send me an email to that effect, or sign and return the enclosed copy of this letter to me at the address set forth herein. Depending on the structure of the transaction that the Issuer decides to pursue, or if additional potential or actual material conflicts are identified, we may be required 65 East State St. 16th Floor- Columbus, OH 43215 -Phone(614)224-8800 - Fax(614)224-8805 www.lancasterpollard.com I Atlanta-Austin - Columbus -Kansas City- Los Angeles - Philadelphia City of Canton,Fulton County, Illinois October 29,2015 to send you additional disclosures regarding the material financial characteristics and risks of such transaction and/or describing those conflicts. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures. We look forward to working with you in connection with the issuance of the Bonds. Thank you. Sincerely, LANCASTER POLLARD&CO., LLC 6 161' � ( StevenW. Kennedy, Jr. Senior Managing Director ACKNOWLEDGEMENT: City of Canton AI C2 J �'' By: - r cc: Graham Hospital Association Ice Miller:Jim Snyder jwttEnzo Ineandela eii7a.hzcaiide] ii>icemiiier.com 65 East State St. 16th Floor•Columbus,OH 43215 •Phone(614)224-8800 •Fax(614)224-8805 www.lancosterpollard.com I Atlanta •Austin • Columbus• Kansas City • Los Angeles• Philadelphia