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HomeMy WebLinkAboutA060 - Proceedings from Bond Counsel dated November 13, 2012 Mary Greeley,41866i-44,Auth 4814-1124-K25\2 AUTHORIZATION PROCEEDINGS Ames, Iowa November 13, 2012 The City Council of the City of Ames, Iowa, met on November 13, 2012, at seven o'clock p.m., at the City Council Chambers, 515 Clark Avenue, Ames, Iowa. The Mayor presided and the roll was called showing the following Council Members present and absent: Present: Davis, Goodman, Larson, Orazem, Szopinski, Wacha Absent: None After discussion of other matters, the Council took up and considered the proposal to issue Hospital Revenue Bonds for the purpose of financing hospital improvement projects and refunding prior bonds issued for the benefit of Mary Greeley Medical Center. Council Member Davis introduced the following resolution and moved that the resolution be adopted; seconded by Council Member Goodman. After due consideration, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes: Davis, Goodman, Larson, Orazem, Szopinski, Wacha Nays: None Whereupon, the Mayor declared the resolution duly adopted, as follows: - 1 - Mary Greeley,418663,44,Auth 4814-1124-3025\2 RESOLUTION NO. 12-579 Authorizing the Sale and Issuance of Hospital Revenue Bonds, Setting Parameters and Approving a Second 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 bonds or notes (Mary Greeley Medical Center Project), in one or more series, in the aggregate principal amount of not to exceed $26,000,000 (the "Bonds") for the purpose of (1) financing a portion of the costs of the Hospital's improvement projects to acquire, construct, equip, furnish, expand and remodel portions of its existing hospital facilities, including a new patient tower, a new support service building, a new main entrance, an expanded emergency room department, related land/site improvements thereto, and other improvements to the hospital facilities, all located at 1111 Duff Ave, Ames, Iowa (the "Project"); (2) refunding the City's Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003 (the "Prior Bonds"); (3) funding necessary reserve funds for the Bonds; and (4) funding 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 took additional action to proceed with the issuance of the Bonds and the City has determined to 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 $26,000,000 at interest rates which produce an effective interest rate of not to exceed 3.5% 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 MB Financial Bank(the "Purchaser") prior to the delivery of the Bonds. Section 2. The City hereby approves the sale of the Bonds to the Purchaser. Sale of the Bonds to the Purchaser 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. - 2 - Mary Greeley,418663-44,Auth 4814-1124-3025\2 Section 3. The Bonds are to be issued pursuant to a Second Supplemental Indenture of Trust (the "Second Supplemental Indenture") dated as of November 1, 2012 supplementing and amending the Original 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, together with the Original Indenture and the Second Supplemental Indenture, the "Indenture") each among the City, the Hospital and Wells Fargo Bank, National Association (the "Trustee") a form of which Second Supplemental Indenture has been presented to and is on file with the Council. The Second Supplemental Indenture is hereby authorized and approved and the Mayor and City Clerk are authorized, empowered and directed to execute and deliver the Second 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 Second 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 4. 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, 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 5. All resolutions or parts thereof in conflict herewith be and the same are hereby repealed to the extent of such conflict. Passed and approved this 13th day of November, 2012. Mayor Attest: C�t City Clerk - 3 - Mary Greeley,41866.1-44,Auth 4814-1124-3025\2 On motion and vote, the meeting adjourn Mayor Attest: City Clerk - 4 - Mary Greeley,418663-44,Auth 4814-1124-3G25\2 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 Bonds. WITNESS my hand this 13 day of November, 2012. City Clerk - 5 -