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Home My WebLink AboutA051 - Letter to Dorsey & Whitney dated April 28, 2016, proceedings and resolution C � CITY OF Ames" Smart Choice April 28, 2016 Dorsey & Whitney LLP 801 Grand, Suite 4100 Des Moines, Iowa 50309 Attention Cristina Kuhn RE: Mary Greeley Medical Center Revenue Refunding Bonds Your File No. 418663-44 Dear Ms. Kuhn: Enclosed please find the proceedings from the City Council's April 26, 2016, meeting wherein it authorized the sale and issuance of the above-named Bonds and approved a Third Supplemental Indenture of Trust, Bond Purchase Agreement, and other documents in connection therewith. Resolution No. 16-223 is included in the proceedings. If you have any questions, please call. Thank you for your assistance. Sincerely, Diane R. Voss City Clerk /dry Enclosure r Mary Greeley,Hrg and Auth 4825-6146-3598\3\418663\00049 HEARING AND AUTHORIZATION PROCEDINGS Ames, Iowa April 26, 2016 The City Council of the City of Ames, Iowa, met on the above date, at 6:00 o'clock p.m., at the Council Chambers, City Hall, Ames, Iowa. The Mayor presided and the roll was called showing the following Council Members present and absent: Present: Beatty-Hansen, Betcher, Corrieri, Gartin, Nelson, Orazem Absent: None. * * * Other Business After discussion of other matters, the Council took up and considered the proposal to issue Hospital Revenue Refunding Bonds for the purpose of refinancing hospital improvement projects for the benefit of Mary Greeley Medical Center. The Council investigated and found that a notice of intention to institute proceedings for the issuance of the aforementioned Hospital Revenue Refunding Bonds had been duly published as provided by law and that this is the time and place at which the Council shall receive oral or written objections from any resident or property owner of the City. The Clerk announced that written objections had been filed by the following: None. -I- DORSEY& WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Mary Greeley,Hrc and Audi 4825-6146-3598\3\418663\00049 The Mayor called for any oral or written objections or comments from any resident or property owner of the City and the following were presented to the Council: None. After all oral or written objections or comments were received, the Mayor announced that the Council may take additional action for the issuance of the Hospital Revenue Refunding Bonds. Council Member Nelson introduced the following resolution and moved that the resolution be adopted; seconded by Council Member Corrieri. After due consideration, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes: Beatty-Hansen, Betcher, Corrieri, Gartin,Nelson, Orazem Nays: None. Whereupon, the Mayor declared the resolution duly adopted, as follows: -2- DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Mary Greeley,Hrg and Auth 4825-6146-3598\3\418663\00049 RESOLUTION NO. 16-223 Authorizing the Sale and Issuance of Hospital Revenue Refunding Bonds, Setting Parameters and Approving a Third Supplemental Indenture of Trust, Bond Purchase Agreement and other Documents in connection therewith WHEREAS, heretofore in the year 1916, the Mary Greeley Memorial Hospital (now known as the Mary Greeley Medical Center and hereinafter sometimes referred to as the "Hospital") was established in and for the City of Ames, Iowa (the "City") by lawful acceptance of a conditional gift of certain real estate and the then existing Hospital facility, deeded to the City by Mr. W. M. Greeley; and WHEREAS, the Board of Trustees of the Hospital (the "Board") has requested the City to issue its hospital revenue refunding bonds or notes (Mary Greeley Medical Center), in one or more series, in the aggregate principal amount of not to exceed $68,000,000 (the "Bonds") for the purpose of(1) refunding the City's Hospital Revenue Bonds (Mary Greeley Medical Center), Series 2011; (2) funding any necessary reserve funds for the Bonds; and (3) paying issuance expenses for the Bonds; and WHEREAS, in compliance with the provisions of Chapter 384 of the Code of Iowa, a notice of proposed action of the City Council to institute proceedings for the issuance of the Bonds has been published and a hearing has been held thereon and the City may take additional action and proceed with the sale and issuance of the Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Ames, Iowa, as follows: Section 1. The City hereby approves the issuance of the Bonds in an aggregate principal amount not to exceed $68,000,000 at interest rates which produce an effective interest rate of not to exceed 5.0% per annum and maturing on the dates and in the amounts and subject to redemption prior to maturity on such dates and in such amounts as shall be finally determined by the Hospital and Piper Jaffray & Co. (the "Underwriter") at the time of marketing of the Bonds. Section 2. The City hereby approves the sale of the Bonds to or upon the order of the Underwriter. Sale of the Bonds to the Underwriter shall be pursuant to a Bond Purchase Agreement substantially in the form as has been presented to and is on file with the City Council. The Mayor and City Clerk are hereby authorized and directed to execute and deliver the Bond Purchase Agreement on behalf of the City, the Bond Purchase Agreement to be in substantially the form now before this meeting but with such changes, modifications, additions and deletions thereto as may be approved by the parties executing the same. Section 3. The use by the Underwriter of a Preliminary Official Statement and a final Official Statement (together, the "Official Statement") relating to the Bonds is hereby approved in connection with the marketing of the Bonds to the public and the City Attorney of the City is hereby authorized and directed to assist in the preparation of such Preliminary Official Statement -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES,IOWA Mary Greeley,Hrg and Auth 4825-6146-3598\3\418663\00049 and final Official Statement by and on behalf of the City. The Official Statement as of its date will be deemed final by the City within the meaning of Rule 15c2-12(b)(1) of the Securities and Exchange Commission ("SEC") and the Mayor and City Clerk are hereby authorized to execute and deliver such certificates and undertakings as required to indicate such approval and to comply with SEC Rule 15c2-12 in connection with the offer, sale and issuance of the Bonds. Section 4. The Bonds are to be issued pursuant to a Third Supplemental Indenture of Trust (the "Third Supplemental Indenture") dated as of May 1, 2016 supplementing and amending an Indenture of Trust dated as of June 1, 2003 (the "Original Indenture"), as supplemented and amended by the First Supplemental Indenture of Trust, dated as of October 1, 2011 (the "First Supplemental Indenture") and the Second Supplemental Indenture of Trust dated as of November 1, 2012 (the "Second Supplemental Indenture" and, together with the Original Indenture, the First Supplemental Indenture and the Third Supplemental Indenture, the "Indenture") each among the City, the Hospital and Wells Fargo Bank,National Association (the "Trustee") a form of which Third Supplemental Indenture has been presented to and is on file with the Council. The Third Supplemental Indenture is hereby authorized and approved and the Mayor and City Clerk are authorized, empowered and directed to execute and deliver the Third Supplemental Indenture for and on behalf of the City to the Trustee for the security of the Bonds in substantially the form now before this meeting but with such changes, modifications, additions and deletions therein as shall be approved by the parties executing the same and that from and after the execution and delivery of the Third Supplemental Indenture, the officers and employees of the City are 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 the Indenture. Section 5. The Mayor and City Clerk are hereby authorized and directed to execute, attest and deliver any and all documents, including but not limited to a continuing disclosure agreement, redemption notices, tax certificates and closing certificates, and do any and all things deemed necessary by and on behalf of the City to effect the issuance, sale and delivery of the Bonds and to carry out the interest and purpose of this Resolution. Section 6. All resolutions or parts thereof in conflict herewith be and the same are hereby repealed to the extent of such conflict. -4- DORSEY&WHITNEY LLP, ATTORNEYS, DES MOINES,IOWA Mary Greeley,Hrg and Audi 4825-6146-3 598\3\418663\00049 Passed and approved this 26th day of April, 2016. Mayor Attest: L&t� City Clerk • • • • • Other Business • • • • • On motion and vote, the meeting adjourned. Mayor Attest: City Clerk -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Mary Greeley,Hrg and Auth 4825-6146-3598\3\418663\00049 STATE OF IOWA ) COUNTY OF STORY ) SS: CITY OF AMES ) I, the undersigned, do hereby certify that I am the duly appointed, qualified and acting City Clerk of the City of Ames, Iowa and that as such I have in my possession or have access to the complete records of the City Council of such City and that I have carefully compared the transcript hereto attached with the aforesaid official records and that the transcript hereto attached constitutes a true, correct and complete copy of the records of the City Council showing the action taken by the City Council holding a public hearing on and adopting a resolution for the issuance of Hospital Revenue Refunding Bonds. WITNESS my hand this 26 day of April, 2016. City Clerk -6- DORSEY&WHITNEY LLP, ATTORNEYS,DES MOMES, IOWA