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Home My WebLink AboutA008 - Proceedings from October 8, 2019 meeting Mary Greeley,Hrg and Au$h 418663\00051\4820-2014-9415\3 HEARING AND AUTHORIZATION PROCEDINGS Ames, Iowa October 8, 2019 The City Council of the City of Ames, Iowa, met on the above date, at six 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, Martin,Nelson Absent: None. * * * Other Business 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 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 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. 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. -1- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Mary Greeley,Hrg and Auth 418663\00051\4820-2014-9415\3 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 Bonds. Council Member Gartin introduced the following resolution and moved that the resolution be adopted; seconded by Council Member Betcher. 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, Martin,Nelson 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 418663\00051\4820-2014-9415\3 RESOLUTION NO. 19-539 Authorizing the Sale and Issuance of Hospital Revenue Bonds, Setting Parameters and Approving a Fourth 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 $35,000,000 (the "Bonds") for the purposes of (1) financing a portion of the Hospital's improvement projects to acquire, construct, equip, renovate and furnish improvements to the medical/surgical area, children/maternal services and NICU departments, behavioral health department, inpatient rehabilitation and other areas of the hospital facilities located at the Hospital's campus at I I I I Duff Avenue, Ames, Iowa (collectively, the "Projects") and (2) financing 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 $35,000,000 at interest rates which produce an effective interest rate of not to exceed 3.0 % 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 DNT Asset Trust, a subsidiary of JPMorgan Chase Bank, National Association, or an affiliate thereof, (the "Purchaser") prior to the delivery of the Bonds. Section 2. The City hereby approves the sale of the Bonds to the Purchaser. The Mayor and City Clerk are hereby authorized and directed to execute and deliver a Bond Purchase Agreement in substantially the form as has been presented to and is on file with the City Council, with such changes, modifications, additions and deletions thereto as may be approved by the Hospital. Section 3. The Bonds are to be issued pursuant to a Fourth Supplemental Indenture of Trust (the "Fourth Supplemental Indenture") dated as of October 1, 2019 supplementing and amending an Indenture of Trust dated as of June 1, 2003 (the "Original Indenture"), as -3- DORSEY & WHITNEY LLP,ATTORNEYS, DES MOINES,IOWA Mary Greeley,Hrg and Audi 418663\00051\4820-2014-9415\3 supplemented and amended by the First Supplemental Indenture of Trust, dated as of October 1, 2011 (the "First Supplemental Indenture"), the Second Supplemental Indenture of Trust dated as of November 1, 2012 (the "Second Supplemental Indenture"), and the Third Supplemental Indenture of Trust, dated as of May 1, 2016 (the "Third Supplemental Indenture" and, together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, and the Fourth Supplemental Indenture, the "Indenture") each among the City, the Hospital and Wells Fargo Bank, National Association (the "Trustee") a form of which Fourth Supplemental Indenture has been presented to and is on file with the Council. The Fourth Supplemental Indenture is hereby authorized and approved and the Mayor and City Clerk are authorized, empowered and directed to execute and deliver the Fourth 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 Fourth 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 tax 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 actions taken by the Mayor and City Clerk, which are in conformity with the purposes and intent of this Resolution, whether heretofore or hereafter taken are hereby ratified, confirmed and approved in all respects. 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,ft and Audi 418663\00051\4820-2014-9415\3 Passed and approved this 8th day of October, 2019. Mayor Attest: 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 418663\00051\4820-2014-9415\3 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 8th day of October, 2019. City Clerk -6- DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA