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HomeMy WebLinkAbout~Master - Issuance of Hospital Revenue Refunding Bonds in an amount not to exceed $68,000,000 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 21. 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 comnection 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 Audi 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 LLR ATTORNEYS; DES MOINES,IOWA Mary Greeley,Hrg and Aut 4825-6146-3598\3\418663\00049 Passed and approved this 26th day of April, 2016. Mayor Attest: City Clerk • • • • • Other Business • • • • • On motion and vote, the meeting adjourned. Mayor Attest: CA, V � City Clerk -5- DORSEY &WHITNEY LLP, ATTORNEYS,DES MOINES, IOWA