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HomeMy WebLinkAbout#4167 Graham Hospital Series 2015A ORDINANCE NO. 4167 AN ORDINANCE PROVIDING FOR THE APPROVAL BY THE CITY OF CANTON, FULTON COUNTY, ILLINOIS OF THE EXECUTION AND DELIVERY OF AMENDMENTS TO BOND AND LOAN AGREEMENTS AND BONDS IN CONNECTION WITH THE OUTSTANDING HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2015A (GRAHAM HOSPITAL ASSOCIATION PROJECT) AND HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2015B (GRAHAM HOSPITAL ASSOCIATION PROJECT); AND RELATED MATTERS. WHEREAS,the City of Canton,Fulton County,Illinois(the"Issuer"), 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 Acf,1lleBegist_tered Bond Art,the Bond Authoriztinn A .t and th .Loi a] . oye.T1 m nt 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 each First Amendment to Bond and Loan Agreement, as hereinafter identified, and all other documents to be executed by it, upon the terms and conditions provided therein; and WHEREAS, the Issuer on October 20, 2015 adopted a resolution authorizing the issuance and delivery of its $21,785,000 original principal amount Health Care Facilities Revenue Bonds, Series 2015A (Graham Hospital Association Project) and $26,755,000 original principal amount Health Care Facilities Revenue Bonds, Series 2015B (Graham Hospital Association Project) (together, the "Bonds"); and C\1393031.5 WHEREAS,the Bonds were issued pursuant to Bond and Loan Agreements,each dated as of November 1, 2015 (the "Bond and Loan Agreements"), among the Issuer, Graham Hospital Association, an Illinois not for profit corporation(the "Borrower") and BMO Harris Bank N.A., a national banking association (the "Original Purchaser"); and WHEREAS, the Borrower has requested the Issuer and the Original Purchaser to amend certain provisions of the Bond and Loan Agreements, in order to provide for certain amendments relating to the interest rate borne by the Bonds and make certain other changes; and WHEREAS, it is necessary and proper for the interests and convenience of the Issuer to authorize such amendments to the Bond and Loan Agreements; and WHEREAS,the Issuer has caused to be prepared and presented to this meeting drafts of the First Amendments to Bond and Loan Agreements and the new Bonds, each to be dated as of September _, 2019 (the "Amendments"), among the Issuer, the Borrower and BMO Harris Investment Company LLC, a Nevada limited liability company, as assignee of the Original Purchaser(the"Purchaser"),which the Issuer proposes to enter into and which amend the Bond and Loan Agreements and the Bonds; and WHEREAS, the City Council is the applicable elected representative body required to approve the forms of the Amendments and the reissuance of the Bonds on behalf of the City within the meaning of the Internal Revenue Code of 1986, as amended (the"Code"); and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, AS FOLLOWS: Section 1. That the form,terms and provisions of the proposed'Amendments 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 - 2 - C\1393031.5 on behalf of the Issuer, and to cause the Amendments to be delivered to the Borrower and the Purchaser. The Amendments are to be in substantially the forms attached to this Ordinance and are hereby approved, and the Mayor and City Clerk are hereby authorized to make changes to the Amendments as are consistent with this Ordinance. The execution of any and all documents related to the Amendments, and the Bonds by officials of the City of Canton shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Amendments hereby approved; and that from and after the execution and delivery of such instruments,the officials,agents and employees of the Issuer 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 such instruments as executed. The Amendments shall constitute and are hereby made a part of this Ordinance and copies of such document shall be placed in the official records of the Issuer, and shall be made available for public inspection. Section 2. That from and after the execution and delivery of the Amendments,the proper officials,agents and employees of the Issuer 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 documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. The Mayor and the City Clerk be, and they are each hereby, further authorized and directed for and on behalf of the Issuer, to execute all papers, documents, certificates, the Amendments, 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 Issuer executing the - 3 - C\1393031.5 same, and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the Issuer under the Amendments and to discharge all of the obligations of the Issuer thereunder. For purposes of certifying to matters of arbitrage,the Mayor is hereby designated an officer responsible for issuing the Bonds. Section 3. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Ordinance and in furtherance of the amendment of the Bonds be, and the same hereby are, in all respects, approved and confirmed. Section 4. That the Issuer hereby approves the Amendments and the issuance of new Bonds to incorporate the terms of the Amendments pursuant to Section 147(f) of the Code. Section 5. 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 or provisions. Section 6. 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 7. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. -4 - C\1393031.5 PASSED this 17th day of September, 2019. APPROVED this 17th day of September, 2019. AYES: Aldermen Justin Nelson Angela Lingenfelter,Angela Hale Quin Mayhew,Ryan Mayhew NAYS: None ABSENT: Aldermen Jeff Fritz ABSTAIN: Aldermen Craig West, John Lovell ayor ATTEST: City Clerk - 5 - C\1393031.5