Loading...
HomeMy WebLinkAboutOrdinance #1980ORDINANCE NO. 1980 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $32,000,000 AGGREGATE PRINCIPAL AMOUNT OF ADJUSTABLE RATE DEMAND HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2009 (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 A TRUST INDENTURE, LOAN AGREEMENT, TAX COMPLIANCE A GREEMENT, BOND PURCHASE AGREEMENT; AUTHORIZING THE USE AND DISTRIBUTION OF AN OFFICIAL STATEMENT WITH RESPECT TO THE BONDS; 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, Illinois (hereinafter called the "Issuer"), 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, 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 Bond Ordinance and accept the Bond Purchase Agreement, execute the Indenture and the Loan Agreement, all 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 Graham Hospital Association, an Illinois not-for-profit corporation (the "Borrower"), constituting industrial facilities to be located within the jurisdiction of the Issuer, which facilities consist of a medical office/clinic building to be located at 180 South Main Street, Canton, Illinois, and hospital facilities located at 210 West Walnut Street, Canton, Illinois (collectively, the "Facilities") and will consist of financing and refinancing various improvements to the Facilities, including without limitation, (a) (1) constructing an approximately 68,200 square foot medical office/clinic building, including furnishings and equipment therefor, to house family medicine, internal medicine, pediatrics, general and vascular surgery, orthopedics and obstetrics and gynecological surgery practices, to be located at 180 South Main Street, Canton, Illinois, and (2) constructing, renovating, furnishing and equipping hospital facilities including obstetric facilities and an endoscopy suite located at 210 West Walnut Street, Canton, Illinois (collectively, the "Project"), and (b) refinancing the Issuer's Adjustable Rate Demand Industrial Revenue Bonds, Series 2006 (Graham Hospital Association Project) (the "Refunded Bonds"), the proceeds of which were used to finance improvements to a 124 bed acute care and 54 bed skilled nursing facility at 210 West Walnut Street, Canton, Illinois, all as more fully set forth in the Indenture and the Loan Agreement, will relieve conditions of unemployment and underemployment and encourage the increase of industry and commerce within the jurisdiction of the Issuer, thereby reducing the evils attendant upon unemployment and underemployment and providing for the increased welfare and prosperity of the residents of the Issuer, and that the Issuer, by assisting with the financing of the Project through the issuance of revenue bonds in 4944790 2 the maximum aggregate principal amount of not to exceed $32,000,000, will be acting in a manner consistent with and in furtherance of the provisions of the Act; and WHEREAS, it is determined by the Issuer 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 $32,000,000 aggregate principal amount of Adjustable Rate Demand Health Care Facilities Revenue Bonds, Series 2009 (Graham Hospital Association Project) (the "Series 2009 Bonds" or the "Bonds"). NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS: Section 1. Definitions. All defined terms used herein and those not otherwise defined herein shall have the respective meanings given to them in the Trust Indenture (the "Indenture"), by and between the Issuer and a designated trust company mutually acceptable to the Borrower and the Issuer, and its successors in trust, as trustee, or such other trustee as may qualify under the Indenture (the "Trustee"). Any reference herein to the Issuer, or to any officers thereof, shall include those which succeed to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereofl, "thereby", "hereto", "hereunder" and similar terms, mean this Bond Ordinance. Section 2. Determination of Issuer. Pursuant to the Act, the Issuer hereby finds and determines that the Project constitutes facilities which relieve and will relieve conditions of unemployment and underemployment and encourage the increase of industry and commerce within the jurisdiction of the Issuer, thereby reducing the evils attendant upon unemployment and underemployment and providing for the increased welfare and prosperity of the residents of the Issuer and that all actions required under the Act to be taken by the Issuer prior to the issuance of the Bonds have been duly authorized and completed. The Issuer hereby further declares its intention to comply fully with the requirements of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), which applies to the Bonds and the applicable regulations prescribed under that Section. Section 3. Authorization of the Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, Bonds in the maximum aggregate principal amount of not to exceed $32,000,000 aggregate principal amount of Adjustable Rate Demand Health Care Facilities Revenue Bonds, Series 2009 (Graham Hospital Association Project), the proceeds of which to be used as follows: The proceeds will be held by the Trustee under the Indenture and disbursed for the purpose of, constructing and equipping the Project, refinancing the Refunded Bonds and paying a portion of the costs of issuance of the Bonds, all as set forth in the Indenture and the letters of instruction to the Trustee detailing the use of the proceeds. Section 4. Terms and Execution Bonds. The Bonds shall be issued as fully registered Bonds, without coupons, in the denominations set forth in the Indenture, numbered consecutively as set forth in the Indenture, and shall be payable at the office of the Trustee and mature as provided in the Indenture. The Bonds shall have such terms, bear such interest rates, and be subject to mandatory and optional redemption as provided in the Indenture, Bond Purchase Agreement heretofore presented to the Issuer. The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the 4944790 Mayor or any Alderman of the Issuer, acting individually or in conjunction with one another, and such signature shall be attested to by the Clerk of the Issuer. In case any officer whose signature or a facsimile thereof shall appear on the Bonds shall cease to be such officer before the issuance or delivery of the Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until after that time. The forms of the Bonds submitted to this meeting subject to appropriate insertions and revisions in order to comply with the provisions of the Indenture are hereby approved, and when the same shall be executed on behalf of the Issuer by the appropriate officers thereof in the manner contemplated by the Indenture in an aggregate principal amount not to exceed $32,000,000 shall represent the approved forms of Bonds of the Issuer. Section 5. Sale of the Bonds. The Bonds are being originally purchased by Lancaster Pollard & Co. (the "Underwriter"). The Bonds shall be publicly offered by said Underwriter on the terms and conditions described in the Bond Purchase Agreement, and shall be in such denominations, shall mature on such dates (not later than June 1, 2034), shall bear interest at variable rates (not to exceed 12% per annum), shall be in such forms, shall be subject to redemption, shall have such other terms and provisions, and shall be issued, executed and delivered in such manner subject to the provisions, covenants and agreements, as are set forth in the Indenture. The execution by the Mayor and any Alderman of the Issuer, acting individually or in conjunction with one another, and Clerk of the Issuer shall constitute and be deemed the approval of the Issuer of such final provisions therein. The Mayor and any Alderman of the Issuer, acting individually or in conjunction with one another, and Clerk of the Issuer are authorized and directed to make on behalf of the Issuer the necessary arrangements with the Underwriter to establish the date, location, procedure and conditions for the delivery of the Bonds to the purchasers to be determined by the Underwriter, and to take all steps necessary to effect due execution and delivery to the Underwriter of the Bonds (or Temporary Bonds delivered in lieu of definitive Bonds until their preparation and delivery can be effectuated) under the terms of this Bond Ordinance, the Bond Purchase Agreement, the Loan Agreement and the Indenture. It is hereby determined that the price for and the terms of the Bonds, and the sale thereof, all as provided in the aforesaid documents and certificates, are in the best interest of the Issuer and are consistent with all legal requirements. Section 6. Arbitrage Provisions. The Issuer will use its best efforts to restrict the use of the proceeds of the Bonds in such manner and to expectations at the time the Bonds are delivered to the purchasers thereof, so that they will not constitute arbitrage bonds under Section 148 of the Code and the regulations prescribed under that Section. The Mayor, any Alderman and Clerk of the Issuer, or any other officer having responsibility with respect to the issuance of the Bonds, are authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant or agent of the Issuer, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 and regulations thereunder. The Mayor, any Alderman or other appropriate officer of the Issuer, at the sole cost of the Borrower, shall furnish to the Underwriter a true transcript of proceedings, certified by said officer, of all proceedings had with reference to the issuance of the Bonds along with such information for the records as is necessary to determine the regularity and validity of the issuance of said Bonds. Section 7. Loan Agreement, Indenture, Preliminary, Official Statement, Official Statement, Bond Purchase Agreement, Tax Compliance Agreement, and all Other Documents to be Executed or Accepted by the Issuer. In order to better secure the payment of the principal of, premium, if any, and interest on the Bonds as the same shall become due and payable, the Mayor or an Alderman of the Issuer, acting individually or in conjunction with one another, and Clerk of the Issuer are authorized and directed to execute, acknowledge and deliver, and in the case of the Bond Purchase Agreement to accept, in the name and on behalf of the Issuer, the Indenture, Loan Agreement, Tax Compliance Agreement, Bond 4944790 4 Purchase Agreement and all other material documents and assignments to be executed or accepted by it in substantially the forms submitted to this Council, which are hereby approved, with such changes therein not inconsistent with this Bond Ordinance and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer without further approval of this Council if such changes do not affect terms set forth in the Act. The approval of such changes by such officers, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of said Indenture, Loan Agreement, Tax Compliance Agreement and Bond Purchase Agreement by such officers. The Issuer hereby approves and ratifies the use and distribution of a Preliminary Official Statement and an Official Statement, in substantially the form submitted to the Issuer, in connection with the issuance, sale and delivery of the Bonds. Section 8. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Ordinance, the Issuer further, covenants and agrees as follows: (a) Payment of Principal, Premium and Interest. The Issuer will, solely from the sources herein provided, pay or cause to be paid the principal of, premium, if any, and interest on each and all Bonds on the dates, at the places and in the manner provided herein and in the Bonds, and in all other documents referred to herein. (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform the agreements, covenants, undertakings, stipulations and provisions contained in the Loan Agreement, Bond Purchase Agreement, Tax Compliance Agreement and Indenture executed and delivered under this Bond Ordinance, and in all other proceedings of the Issuer pertaining to the Loan Agreement, Bond Purchase Agreement, Tax Compliance Agreement and Indenture. The Issuer warrants and covenants that it is, and upon delivery .of the Bonds will be, duly authorized by the laws of the State of Illinois, including particularly and without limitation, the Act, to issue the Bonds and to execute the Loan Agreement, Indenture and Tax Compliance Agreement, accept the Bond Purchase Agreement and all other documents to be executed by it, to provide the security for payment of the principal of, premium, if any, and interest on the Bonds in the manner and to the extent herein set forth; that all actions on its part for the issuance of the Bonds and execution or acceptance and delivery of the Loan Agreement, Indenture, Tax Compliance Agreement, Bond Purchase Agreement and all other documents to be executed or accepted by it have been or will be duly and effectively taken; and that the Bonds will be valid and enforceable special obligations of the Issuer according to the terms thereof. Each provision of the Bond Ordinance, the Indenture, each Bond and all other documents to be executed by the Issuer is binding upon such officer of the Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duty required by such provision; and each duty of the Issuer and of its officers and employees undertaken pursuant to such proceedings for the Bonds and all other documents to be executed by the Issuer is established as a duty of the Issuer and of each such officer and employee having authority to perform such duty. Section 9. No Personal Liability. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Bond Ordinance, or in the Bonds, or in the Loan Agreement, or in the Indenture, or in the Bond Purchase Agreement, or in the Tax Compliance Agreement or under any judgment obtained against the Issuer, 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, under or independent of the Loan Agreement, shall be had against any member, director, or officer or attorney, as such, past, present, or future, of the Issuer, either directly or through the Issuer, or otherwise, 4944790 for the payment for or to the Issuer or any receiver thereof, or for or to any holder of the Bonds secured thereby, or otherwise, of any sum that may be due and unpaid by the Issuer upon any of such 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 member, director, or officer or attorney, 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 Issuer or any receiver thereof, or for or to the owner or any holder of the Bonds, or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, shall be expressly waived and released as a condition of and consideration for the execution and delivery of the Loan Agreement, Indenture, Tax Compliance Agreement and the Bond Purchase Agreement and the issuance of the Bonds. Section 10. No Debt or Tax Pledee. The Bonds shall not constitute a debt or pledge of the faith and credit of the Issuer, the State or any other political subdivision thereof, and the holders or owners thereof shall have no right to have taxes levied by the Issuer, the State or other taxing authority of any political subdivision for the payment of the principal thereof or interest thereon. Moneys raised by the Issuer, the State or any other political subdivision thereof by taxation shall not be obligated or pledged for the payment of principal of or interest on the Bonds, and the Bonds shall be payable solely from the revenues and security interests pledged for their payment as authorized by the Indenture. Section 11. Severability. If any section, paragraph or provision of this Bond Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Bond Ordinance. Section 12. Reveal of Conflicting Le isles. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Bond Ordinance are, to the extent of such conflict, hereby repealed. Section 13. Public Inspection. Two (2) copies of each of the Loan Agreement, Indenture, Bond Purchase Agreement, Preliminary Official Statement and the form of the City of Canton, Illinois Adjustable Rate Demand Health Care Facilities Revenue Bonds, Series 2009 (Graham Hospital Association Project) are on file in the office of the Clerk of the Issuer for public inspection. Section 14. Public Hearing and Ayproval by Governmental Unit. A public hearing on the Bonds was held on June 16, 2009, in accordance with Section 147(f)(2) of the Code. Notice of the public hearing was published in The Canton Daily Ledger on June 2, 2009. This Bond Ordinance is intended to satisfy the public approval requirements of Section 147(f) of the Code with respect to approval by the applicable elected representative of the governmental unit. The City Council designated the Mayor as the hearing officer for the public hearing. In particular, the Mayor and the Council as the "applicable elected representative" of the Issuer for the purposes of Section 147(f) of the Code, hereby approves of the issuance of the Bonds in the aggregate face amount of not to exceed $32,000,000, the proceeds of which will be used to finance the Project and refinance the Refunded Bonds as set forth herein and in the Indenture and, the initial owner, operator or manager of the Project will be the Borrower. Section 15. Compliance with Open Door Law. It is hereby determined that all formal actions of this Council relating to the adoption of this Bond Ordinance were taken in an open meeting of this Council, that all deliberations of this Council and of its committees, if any, which resulted in formal action, were in meetings open to the public, and that all such meetings were convened, held and conducted in compliance with applicable legal requirements. Section 16. Effective Date. This Bond Ordinance shall be in full force and effect immediately upon its passage. 4944790 6 After discussion of the Bond Ordinance, including a public recital of the nature of the matter being considered and such other information as would inform the public of the business being conducted, Alderman Reed ,moved its passage, seconded by Alderman Strandberg, and upon the roll being called the following voted "Aye": Reed, Schenck, West, Sarff, Rivero, Ellis, Hartford, Strandberg. The following voted "Nay": Absent and not voting: None . 4944790 g Approved and adopted this 16`h day of June, 2009. CITY OF CANTON, FULTON COUNTY, ILLINOIS Mayor [SEAL] ATTEST: Clerk (Other business not pertinent to the above appears in the minutes of the meeting.) 4944790