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HomeMy WebLinkAbout~Master - Hospital Revenue Bonds for improvement projects for Mary Greeley Medical Center N1ar) Grccicy,418663-42,1-Irg and Auth 4814-9827-4570\2 RESOLUTION NO. 11-439 Authorizing the Sale and Issuance of Hospital Revenue Bonds, Setting Parameters and Approving a First 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), in one or more series, in the aggregate principal amount of not to exceed $65,000,000 (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) funding necessary reserve funds for the Bonds; and(3) 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 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 $65,000,000 at interest rates which produce an effective interest rate of not to exceed 6.5% 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 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. - 3 - } Mary Crecley,418663-42,Hrg and Auth 4814-9827-4570\2 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 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 an Indenture of Trust dated as of June 1, 2003 (the "Original Indenture") as amended and supplemented by a First Supplemental Indenture of Trust (the "First Supplemental Indenture") each among the City, the Hospital and Wells Fargo Bank, National Association or such other trustee identified in the hereinafter defined Indenture (the "Trustee") (the Original Indenture, as amended and supplemented by the First Supplemental Indenture is referred to herein as the "Indenture"), a form of which First Supplemental Indenture has been presented to and is on file with the Council. The First Supplemental Indenture is hereby authorized and approved and the Mayor and City Clerk are authorized, empowered and directed to execute and deliver the First 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 First 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, 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- Mare Crccley,418663-42,1-Irg and Auth 4814-9827-4570\2 Passed and approved this 13th day of September, 2011. �[�NiJ�r•+ tom'• �� Mayor Attest: City Clerk On motion and vote, the meeting adjourned ;jX4.tO �'• � Mayor Attest: yU City Clerk - 5 -