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HomeMy WebLinkAboutOrdinance #4404 - $12,650,000 Aggregate Principal of Health Care Facilities Revenue ORDINANCE NO. 4404 AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $12,650,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2024 (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 OR REIMBURSE THE ACQUISITION, CONSTRUCTION, RENOVATION AND EQUIPPING OF HEALTH CARE FACILITIES LOCATED WITHIN THE CITY OF CANTON, ILLINOIS AND THE CITY OF GALESBURG, 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 A BOND AND LOAN AGREEMENT 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 Building Revenue Bond Act, 50 ILCS 445/1 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 projects, 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 Agreement, 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 of the acquisition, 4888-7820-1014.4 construction, renovation and equipping of certain health care facilities of Graham Hospital Association, an Illinois not-for-profit corporation (the "Borrower"), constituting industrial projects to be located within the jurisdictions of the City and the City of Galesburg, Illinois (collectively, the "Project Jurisdictions"), which facilities consist of a medical office/clinic building and hospital facilities located at 210 West Walnut Street, Canton, Illinois, 530 North Seminary Street, Galesburg, Illinois, 1174 North Seminary Street, Galesburg, Illinois, 2028 North Seminary Street, Galesburg, Illinois, and 435 East Third Steet, Galesburg, Illinois (collectively, the "Facilities") and will consist of financing various improvements to the Facilities, including without limitation, the acquisition, construction, remodeling and equipping of certain health facilities constituting industrial projects under the Act, including, but not limited to, various equipment and system upgrades and related hospital infrastructure (collectively, the "Project"), all as more fully set forth in the Bond and Loan Agreement, will relieve conditions of unemployment and underemployment and encourage the increase of industry and commerce within the Project Jurisdictions, thereby reducing the evils attendant upon unemployment and underemployment and providing for the increased welfare and prosperity of the residents of the Project Jurisdictions, 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 $12,650,000, will be acting in a manner consistent with and in furtherance of the provisions of the Act; and WHEREAS, subject to consent by the County of Knox, Illinois pursuant to Section 4(a) of the Act, it is determined by the City that the amount necessary to finance or reimburse the costs of or related to the Project will require the issuance, sale and delivery of not to exceed - 2 - 4888-7820-1014.4 $12,650,000 aggregate principal amount of Health Care Facilities Revenue Bonds, Series 2024 (Graham Hospital Association Project) (the "Series 2024 Bonds" or the"Bonds"); and WHEREAS, it is necessary to authorize the execution of a Bond and Loan Agreement (the "Bond and Loan Agreement") among the City, the Borrower and such financial institution and/or trustee as may be approved by the Issuer and the Borrower, including, without limitation Clayton Holdings, LLC, or an affiliate thereof(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, 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 Purchaser; 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 Agreement; 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 May 7, 2024,pursuant to notice given by electronic posting on the City's primary public website on April 29, 2024; and 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; - 3 - 4888-7820-1014.4 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 and the financing 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 Agreement are hereby authorized and approved. The use of the proceeds of the Bonds to finance or reimburse the costs of the Project 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 Agreement be, and the same hereby is, 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 instrument in the name and on behalf of the City, and to cause the Bond and Loan Agreement to be delivered to the Borrower and the Purchaser. The Bond and Loan Agreement is to be in substantially the form attached to this Ordinance as Exhibit A and is hereby approved, and the Mayor and City Clerk are hereby authorized to make changes to the Bond and Loan Agreement as are consistent with this Ordinance. The execution of any and all documents related to the Bond and Loan Agreement, 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 Agreement 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 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 -4 - 4888-7820-1014.4 of any representations, statements, reports, financial information, offering or disclosure documents or other information submitted by the Borrower to the Purchaser relating to the Bonds, the Project, the Borrower or the history, businesses, properties, organization, management, financial condition, market area or any other matter relating to the Borrower or the Project. The Bond and Loan Agreement shall constitute and is hereby made a part of this Ordinance and copies of such document 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 $12,650,000 and subject to optional and mandatory redemption in accordance with the terms and provisions of the Bond and Loan Agreement, as executed, and bearing interest initially at a rate not to exceed twelve percent (12%) per annum as determined in accordance with the Bond and Loan Agreement, with a maturity no later than May 1, 2064, 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 Agreement (as executed and delivered); that the Bonds shall be designated "Health Care Facilities Revenue Bonds, Series 2024 (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 Purchaser; and the form of the Bonds submitted to this meeting as the same appears in the Bond and Loan Agreement, subject to appropriate insertion and revision in order to comply with the provisions of said Bond and Loan Agreement be, and the same hereby are, approved, and when the same - 5 - 4888-7820-1014.4 shall be executed on behalf of the City in the manner contemplated by the Bond and Loan Agreement and this Ordinance in the aggregate principal amount of not to exceed $12,650,000, 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 Agreement. 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 Agreement, which provisions are incorporated herein by reference. Section 5. That the sale of the Bonds to the Purchaser at a price not to exceed $12,650,000 is hereby in all respects authorized and approved. Section 6. That from and after the execution and delivery of the Bond and Loan Agreement, 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 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 - 6 - 4888-7820-1014.4 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 Agreement 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 $12,650,000 and the financing of the Project 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 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 account reasonable expectations at the time the Bonds is delivered to the Purchaser, 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 Agreement. - 7 - 4888-7820-1014.4 Section 11. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Ordinance, or in the Bond and Loan Agreement, 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 member, director, officer, employee or agent 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 Agreement, 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 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. - 8 - 4888-7820-1014.4 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 - 4888-7820-1014.4 This Ordinance is hereby passed and deposited in the office of the City Clerk this 7th of May, 2024. AYES: AldMersons Chamberlin, Grimm,Lovell, Hale, Gossett,Ketcham NAYS: None ABSENT: Alderpersons Nelson,Lingenfelter DI WALTERS, City Clerk APPROVED by me the 7th day of May, 2024. 4 1) a j 1 KENT A. MCDOWE ayor - 10 - 4888-7820-1014.4 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 May 7, 2024, insofar as same relates to the adoption of Ordinance No. 4404 ,entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $12,650,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BONDS, SERIES 2024 (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 OR REIMBURSE THE ACQUISITION, CONSTRUCTION, RENOVATION AND EQUIPPING OF HEALTH CARE FACILITIES LOCATED WITHIN THE CITY OF CANTON, ILLINOIS AND THE CITY OF GALESBURG, 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 A BOND AND LOAN AGREEMENT 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 7th day of May,2024. (SEAL) I WALTERS,City Clerk - 11 - 4888-7820-1014.4