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HomeMy WebLinkAbout26971 RESOLUTION NO. 26971 RESOLUTION AUTHORIZING AND PROVIDING FOR: THE ISSUANCE OF $1,325,000 AGGREGATE PRINCI- PAL AMOUNT OF HOSPITAL FACILITY REVENUE BONDS, SERIES 1980A (SCHOITZ MEMORIAL PROJECT) , OF THE CITY OF WATERLOO, IOWA, FOR THE PURPOSE OF LENDING THE PROCEEDS THEREOF TO SCHOITZ MEMORIAL HOSPITAL, A VOLUNTARY NONPROFIT HOSPITAL LOCATED IN THE CITY OF WATERLOO, IOWA, FOR THE PURPOSE OF FINANCING THE IMPROVEMENT OF THE EXISTING FACILITY OF SAID HOSPITAL; THE EXECUTION AND DELIVERY OF A SERIES A TRUST INDENTURE TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A SERIES A LOAN AGREEMENT, MORTGAGE AND SECURITY AGREEMENT BETWEEN SAID CITY AND SAID HOSPITAL PROVIDING FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BONDS AND THE SECURING OF SAID REPAYMENT OBLIGATION; THE SALE OF SAID BONDS; AND RELATED MATTERS. WHEREAS, the City of Waterloo, Iowa (the "City" ) is authorized by Chapter 419 of the Code of Iowa, 1979, as amended (the "Act" ) , to issue revenue bonds for the purpose of defraying the cost of acquiring, constructing, improving and equipping land, buildings and improvements suitable for use by any voluntary non-profit hospital and to loan the proceeds of such revenue bonds pursuant to a loan agreement to a contracting party, as defined in the Act, to be used for such purpose, which loan agree- ment shall provide for the repayment of such loan by the contracting party and which may provide for such loan to be secured or evidenced by one or more notes, debentures, bonds or other secured or unsecured debt obligations of the contracting party; and WHEREAS, Schoitz Memorial Hospital, an Iowa nonprofit corporation (the "Hospital" ) , presently owns and operates a voluntary non-profit hospital in the City; and WHEREAS, the City proposes to issue its Hospital Facil- ity Revenue Bonds, Series 1980A (Schoitz Memorial Project) , in the aggregate principal amount of $1 ,325, 000 (the "Series A Bonds" ) to obtain funds to lend to the Hospital pursuant to a loan agreement between the City and the Hospital for the purpose of defraying a portion of the cost of the improvement of the Hospital 's existing voluntary nonprofit hospital located in the City (the "Series A • Project" ) ; and WHEREAS, the Hospital is the contracting party to said loan agreement within the meaning of the Act, and said loan agree- ment will provide for the repayment by the Hospital of the loan of the proceeds of the Series A Bonds and will further provide for the Hospital' s repayment obligation to be evidenced by the secured debt obligation of the Hospital; and WHEREAS, the Series A Project will improve the general health and welfare of the inhabitants of the City; and WHEREAS, pursuant to published notice of intention this City Council has heretofore conducted a public hearing, as required by Section: 419. 9 of the Act, and this City Council has deemed it necessary and advisable to proceed with the Series A Project, the issuance of the Series A Bonds, and the loan of the proceeds of the Series A Bonds to the Hospital, and has determined that the Series A Bonds may be issued as a single series of bonds; and WHEREAS, the City proposes to sell the Series A Bonds to Dain Bosworth Incorporated (the "Underwriter") , as representatives for themselves and other purchasers; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows : -2- Section i. That, in order to finance part of the cost of the Series A Project, the Series A Bonds be and the same are hereby authorized and ordered to be issued pursuant to the Series A Trust Indenture to be dated as of May 1, 1980 (the "Series A Indenture" ) by and between the City and The National Bank of Waterloo, as trustee (the "Trustee" ) , in substantially the form attached hereto as Exhibit A and containing substantially the terms and provisions set forth therein, and the forms, terms and provisions of the Series A Bonds and the Series A Indenture are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Series A Indenture, and the Mayor and the City Clerk are further authorized and directed to execute, attest, seal and deliver the Series A Bonds (including coupons) as provided in the Series A Indenture, including the use of facsimile signatures as therein provided; and the provision of Resolution No. 97/of this City Council, adopted April 30, 1980 (the "Sale Resolution") in this regard is herewith fully ratified, approved and confirmed. Section 2. That the City lend the proceeds of the Series A Bonds to the Hospital to defray part of the cost of the Series A Project pursuant to the Series A Loan Agreement, Mortgage and Security Agreement to be dated as of May 1, 1980 (the "Series A Loan Agreement" ) , by and between the City and the Hospital, in substantially the form attached hereto as Exhibit B and containing substantially the terms and provisions (including repayment provisions and provisions with respect to securing said repayment obligations) -3- set forth therein, and the form, terms and provisions of the Series A Loan Agreement are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Series A Loan Agreement . Section 3. That the sale of the Series A Bonds at a price of 96.5% of par, plus accrued interest to the date of delivery of the Series A Bonds, to the Underwriter pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") , by and among the City, the Hospital and the Underwriter, in substantially the form previously approved by the Sale Resolution and containing substantially the terms and provisions set forth therein, and the execution and delivery of the Bond Purchase Agreement by the Mayor are hereby authorized, ratified, approved and confirmed. Section 4. That the use by the Underwriter of the Preliminary Official Statement dated April 24, 1980 is hereby approved, and the Underwriter is hereby authorized to prepare and use a final Official Statement substantially in the form of said Preliminary Official Statement but with such changes therein as are required to conform the same to the terms of the Series A Bonds, the Series A Indenture, the Series A Loan Agreement and the Bond Purchase Agreement, all in connection with the reselling of the Series A Bonds to the public, and the provision of the Sale Resolution in this regard and the execution and delivery by the Mayor of said final Official Statement are herewith ratified, approved and confirmed; provided that this authorization does not apply to information with respect to the Hospital and its -4- financial condition included therein, but nothing herein shall be construed as prohibiting the Underwriter from including such information therein pursuant to authorization from the Hospital. Section 5. That it is hereby found, determined and declared that the Series A Bonds and interest and premium, if any, thereon shall never constitute the debt or indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, but the Series A Bonds and interest and premium, if any, thereon shall be payable solely and only from the revenues derived from the Series A Loan Agreement and the secured debt obligations of the Hospital delivered pursuant thereto; and no part of the cost of the Series A Project will be payable out of the general funds or other contributions of the City (except the proceeds of the Series A Bonds and any subsequent issues of bonds permitted under the Series A Loan Agreement and the Series A Indenture) . Section 6. That the City hereby finds, determines and declares that (i) the amount necessary in each year to pay the principal, of, premium, if any, and interest on the Series A Bonds proposed to be issued is set forth in the Series A Loan Agreement and the secured debt obligations of the Hospital delivered pursuant thereto as a formula which will insure that the Hospital is obligated to pay amounts sufficient to pay the principal of, premium, if any, and interest on the Series A Bonds; (ii) the amount -5- necessary to be paid each year into any reserve funds which this City Council deems advisable to establish in connection with the retirement of the Series A Bonds and the maintenance of the Hospital 's hospital facilities including the portion thereof to be improved with Series A Bond proceeds is set forth in the Series A Loan Agreement and the Series A Indenture pursuant to a formula and no other reserves are deemed necessary or advisable in connection with the retirement of the Series A Bonds or the maintenance of the Hospital 's hospital facilities including the portion thereof to be improved with Series A Bond proceeds or for any other purpose; (iii) the Hospital is obligated under the Series A Loan Agreement to maintain the Hospital 's hospital facilities including the portion thereof to be improved with Series A Bond carry proceeds all proper insurance with respect thereto; (iv) the Series A Loan Agreement obligates the Hospital to complete the Series A Project without any cost or liability to the City; (v) no land acquired by the City by the exercise of condemnation through eminent domain will be used to effectuate the purposes of the Act in connection with the Series A Project; and (vi) the time of execution and delivery of the Series A Bonds, their form, denomination and tenor, the rights of the holders thereof to register, transfer and exchange the Series A Bonds, the installments in which such Series A Bonds are payable including the times thereof and the places at which such install- ments shall be paid, the evidence of the Series A Bonds, the investments and securities in which the proceeds of the Series A -6- Bonds and the special funds from the revenues of the Series A Project may be invested and reinvested, the methods by which payment on the Series A Bonds, the secured debt obligations of the Hospital or the Series A Loan Agreement and performance of the terms thereof may be enforced and the other provisions with respect to the Series A Bonds shall be as provided in the Series A Indenture, the Series A Loan Agreement and the Bond Purchase Agreement. Section 7. That the Series A Bonds shall not be subject to the general provisions of law, if any, presently existing or that may hereafter be enacted, respecting the execution and delive 'y of the bonds of a municipality and respecting the retaining of options of redemption in proceedings authorizing the issuance of municipal securities. Section 8. That the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver any and all documents and do any and all things deemed necessary to effect the issuance and sale of the Series A Bonds and the execution and delivery of the Series A Loan Agreement, the Series A Indenture the Official Statement and the Bond Purchase Agreement, and to carry out the intent and purposes of this Resolution, including the preamble hereto; the execution by the Mayor and, if required, the City Clerk of the Series A Bonds, the Series A Indenture, the Series A Loan Agreement, the Bond Purchase Agreement and the Official Statement shall constitute conclusive evidence of their approval and this City Council 's approval thereof and of any departures therein from the respective forms thereof now before this meeting. -7- Section 9. That the provisions of this Resolution are hereby declared • to be separable and if any section, phrase or pro- vision shall for any reason be declared to be invalid, such declara- tion shall not affect the validity of the remainder of the sections , phrases and provisions. Section 10. That this Resolution shall become effective immediately upon its passage and approval. Passed and approved May 12, 1980. Mayor Attest: y Clerk Following the completion of other business before the Council, the meeting duly adjourned. • Leo Rooff //le Lary P. rger, Cit lerk -8-