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HomeMy WebLinkAboutResolution # 3777RESOLUTION N0. 3777 A RESOLUTION OF INTENTION TO ISSUE REVENUE BONDS OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, TO FINANCE ALL OR A PORTION OF THE COST OF ACQUIRING, CONSTRUCTING, IMPROVING AND EQUIPPING CERTAIN FACILITIES FOR GRAHAM HOSPITAL ASSOCIATION, AN ILLINOIS NOT- FOR-PROFIT CORPORATION; AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF CANTON, FULTON COUNTY, ILLINOIS AND SAID COMPANY; AND RELATED MATTERS. WHEREAS, Graham Hospital Association, an Illinois not-for-profit corporation (the "Company', wishes to finance all or a portion of the cost of acquiring, constructing, improving and equipping certain facilities (the "Project's to be located within the jurisdictional boundaries of the City of Canton, Fulton County, Illinois (the "Issuer', as further described in the attached Memorandum of Agreement, and wishes to have the Issuer issue one or more issues and in one or more series its revenue bonds for the Company, in an aggregate principal amount not to exceed a combined total of $17,000,000 (the "Bonds', to provide financing for all or a portion of the cost of such Project; and WHEREAS, the Issuer is a municipality duly organized and validly existing under the Constitution and the laws of the State of Illinois, and pursuant to the provisions of The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq. (the "Enabling Act's, the Issuer is authorized to issue its revenue bonds to aid in the financing and refinancing of the costs of facilities such as the Project; and WHEREAS, all or a portion of the expenditures relating to the Project (the "Expenditures' (i) have been paid within the 60 days prior to the Company's official declaration of intent to reimburse itself, or (ii) will be paid on or after the passage of said declaration; and 84489v1/JLG WHEREAS, the Issuer reasonably expects (based upon information supplied by the Company, upon which it is reasonable and prudent for the Issuer to rely) to reimburse the Company for the Expenditures with the proceeds of the Bonds; and WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such agreement, to issue the Bonds for such purpose; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, AS FOLLOWS: 1. The Issuer reasonably expects (based upon information supplied by the Company, upon which it is reasonable and prudent for the Issuer to rely) to reimburse the Expenditures with the proceeds of the Bonds. 2. The maximum principal amount of Bonds expected to be issued for the Project is $17,000,000. 3. The Mayor, the Treasurer or any Alderman of the Issuer, acting individually or in conjunction with one another, is hereby authorized to execute a Memorandum of Agreement with the Company in substantially the form as was presented to this meeting or with such changes therein consistent with the purposes of this Resolution as shall be approved by the officer of the Issuer executing such Memorandum of Agreement. 4. The Issuer hereby finds and determines that the existence of the Project will create and retain employment opportunities in the City of Canton, Fulton County, Illinois and the financing of the Project with the proceeds of the Bonds will therefore relieve conditions of 84489/JLG 2 unemployment and underemployment and encourage the increase of industry and commerce within the City of Canton, Fulton County, Illinois, thereby reducing the evils attendant upon unemployment and underemployment and providing for the increased welfare and prosperity of the residents of the City of Canton, Fulton County, Illinois. 5. The Clerk of the Issuer is hereby authorized to determine, in consultation with the Company, a date for a public hearing on the plan of financing of the Project and the proposed issuance of the Bonds, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, and to publish a public notice of such hearing in such form as approved by the Company and Peck, Shaffer & Williams LLP, as bond counsel. Said public hearing date may be the date of any regular meeting of the City Council of the Issuer or any special meeting for which notice is duly given, and the notice shall be published in such newspaper as the Clerk of the Issuer, in consultation with the Company, may determine, but in any event not less than one time not less than 14 days prior to the public hearing date in a newspaper of general circulation in the vicinity of the Project. 6. The officials, officers and employees of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purpose of the Memorandum of Agreement as executed and to cause not more than a combined aggregate principal amount of $17,000,000 of the Bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement, which Memorandum of Agreement is hereby made a part of this Resolution. All actions of the officers, agents and employees of the Issuer that are in conformity with the purpose and intent of this Resolution, whether taken before or after the adoption hereof, are hereby ratified, confirmed and adopted. 84489/JLG 3 7. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. 8. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity of such section paragraph clause or provision shall not affect any of the other provisions of this Resolution. 9. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. 10. It is hereby determined that all formal actions of this City Council relating to the adoption of this Resolution were taken in an open meeting of this City Council, that all deliberations of this City 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. 84489/JLG 4 11. This Resolution shall be in full force and effect immediately upon its passage. Alderman MeadeJSarff seconded the motion and the roll being called upon passage of the resolution, the vote resulted as follows: AYES: Aldermen Lewis, Schenck., Carl, Meade, Sarff, West, I-Iartf©rd, Berardi. NAYS: None. ABSENT: None. PASSED: November 21, 2006 iJ ~ ~~~ City Clerk 84489/JLG 5 CERTIFICATE The undersigned, City Clerk of the City of Canton, Illinois, hereby certifies that the foregoing is a true and complete copy of a resolution passed on the 21St day of November, 2006, and has not been amended or rescinded as of this date. .. Dated: November 21, 2006 ~ City Clerk, ty of Canton, Illinois 84489/JLG 6 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Canton, Fulton County, Illinois (the "Issuer's and Graham Hospital Association, an Illinois not-for-profit corporation (the "Company'. 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is authorized and empowered under the provisions of The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as amended (the "Enabling Act"), to issue revenue bonds for the purposes set forth in the Act and to permit the expenditure of the proceeds thereof to finance, among other things, any project authorized under the Act. (b) The Company wishes to finance all or a portion of the cost of acquiring, constructing, improving and equipping certain facilities, as further described in Exhibit A hereto (the "Project', to be located within the jurisdictional boundaries of the Issuer. The Company wishes to have the Issuer issue one or more issues and in one or more series its revenue bonds in an aggregate principal amount not to exceed a combined total of $17,000,000 (the "Bonds', to finance all or a portion of the costs of the Project pursuant to the provisions of the Enabling Act and the Internal Revenue Code of 1986, as amended (the "Code'. (c) The Bonds shall be limited obligations of the Issuer payable solely out of the revenues and receipts and other amounts received by or on behalf of the Issuer and the Company pursuant to a loan agreement, lease agreement or other financing agreement between the Issuer and the Company. The Bonds and the interest thereon shall not constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory provisions, and no holder of the Bonds will have the right to compel any exercise of taxing power of the Issuer to pay the Bonds, or the interest or any premium thereon. (d) Subject to due compliance with all requirements of law, the Issuer, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Company that there are one or more purchasers for the Bonds, will issue and sell one or more issues and in one or more series the Bonds in an aggregate principal amount not to exceed a combined total of $17,000,000, to pay all or a portion of the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows: (a) That it will authorize the issuance and sale of one or more issues and in one or more series the Bonds in an amount not to exceed a combined aggregate principal amount of $17,000,000, pursuant to its lawful and constitutional authority. 84489v1/JLG (b) That it will enter into a loan agreement, lease agreement or other financing agreement with the Company whereby the Company will pay to, or on behalf of the Issuer, such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the total amount of Bonds of each issue prior to requesting any further approval by the Issuer for such issue. (b) That contemporaneously with the delivery of the Bonds it will enter into a loan agreement, lease agreement or other financing agreement or such other instrument, with the Issuer, under the terms of which the Company will obligate itself to pay to or on behalf of the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. The Company will also pay directly to the Issuer its reasonable fees and expenses (including without limitation reasonable fees and expenses of its counsel and bond counsel) in connection with the issuance of the Bonds. 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the conditions that on or before three years from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Company), the Issuer and the Company shall have agreed to mutually acceptable terms and conditions of the loan agreement, lease agreement or other financing agreement or other instrument referred to in paragraph 3 and of the Bonds and other instruments or proceedings relating to the Bonds. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extension thereof and the Bonds in an amount of approximately the amount stated above are not sold within such time, the Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Company's request arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder, and this Agreement shall thereupon terminate. (c) If, by reason of any limitation under the Code or for other cause, the Issuer is prevented from fulfilling its undertakings hereunder in accordance with the intent of the parties hereto, then at the request of the Company this Agreement shall be assigned with full substitution by the Issuer to any other state or local agency or political subdivision having power to finance the Project and willing to accept such assignment, and upon such assignment all obligations of the Issuer hereunder shall terminate. (d) The Issuer agrees that any of the rights and obligations of the Company under this Memorandum of Agreement, under the loan agreement, lease agreement or other financing agreement relating to the Project and the Bonds or under other documents or resolutions relating to the Bonds, may be exercised or performed by any entity affiliated 2 with or related to the Company and such affiliated or related entity shall be treated the same as if the Company had exercised or performed such obligations. IN WITNESS WHEREOF, the parties hereto have entered into this agreement by their officers thereunto duly authorized as of the 21St; day of November, 2006. CITY OF CANTON, FULTON COUNTY, ILI By: Titl GRAHAM HOSPITAL ASSOCIATION By: Its: 3 EXHIBIT A PROJECT DESCRIPTION The Project consists of financing the costs of acquiring, constructing, installing, equipping and renovating the Company's current hospital and health care facilities, including without limitation the acquisition, construction, equipping and installation to the Company's current hospital and health care facilities (the "Facilities"), including without limitation the construction of a helipad, renovations to the Facilities south wing, renovations to the emergency room, construction of new administrative space, and the financing of various other infrastructure improvements. A-1