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HomeMy WebLinkAbout26638-11.13.1979 RESOLUTION NO. ,', ,` RESOLUTION AUTHORIZING AND PROVIDING FOR: THE ISSUANCE OF $10,250,000 AGGREGATE PRINCI- PAL AMOUNT OF HOSPITAL FACILITY REVENUE BONDS, SERIES 1979 (ST. FRANCIS HOSPITAL PROJECT) , OF THE CITY OF WATERLOO, IOWA, FOR THE PURPOSE OF LENDING THE PROCEEDS THEREOF TO ST. FRANCIS HOSPITAL OF FRANCISCAN SISTERS A VOLUNTARY NON- PROFIT HOSPITAL LOCATED IN THE CITY OF WATERLOO, IOWA, FOR THE PURPOSE OF FINANCING THE IMPROVE- MENT OF, AND PURCHASE OF EQUIPMENT FOR, THE EXISTING FACILITY OF ST. FRANCIS HOSPITAL OF FRANCISCAN SISTERS, AND FOR THE PURPOSE OF FINANCING THE REFUNDING OF CERTAIN EXISTING IN- DEBTEDNESS OF ST. FRANCIS HOSPITAL OF FRANCISCAN SISTERS; THE EXECUTION AND DELIVERY OF A TRUST INDENTURE TO SECURE SAID BONDS; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, MORTGAGE AND SECURITY AGREEMENT BETWEEN SAID CITY AND ST. FRANCIS HOSPITAL OF FRANCISCAN SISTERS 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, 1977, 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 for the purpose of refunding any indebted- ness of such a 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, St . Francis Hospital of Franciscan Sisters, 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 1979 (St. Francis Hospital Project) , in the principal amount of $10,250,000 (the "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, and the purchase of equipment for, the Hospital's existing voluntary nonprofit hospital, and defraying a portion of the cost of refunding certain of the Hospital' s existing indebtedness (together, the "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 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 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 Project, the issuance of the Bonds, and the loan of the proceeds of the Bonds to the Hospital, and has determined that Bonds may be issued as a single series of Bonds; and -2- WHEREAS, the City proposes to sell the 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 : Section 1. That, in order to finance part of the cost of the Project , the Bonds be and the same are hereby authorized and ordered to be issued pursuant to the Trust Indenture to be dated as of November 1, 1979 (the "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 Bonds and the Indenture are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture, and the Mayor and the City Clerk are further authorized and directed to execute, attest, seal and de- liver the Bonds (including coupons) as provided in the Indenture , including the use of facsimile signatures as therein provided; and the provision of Resolution No . of this City Council , adopted November 7, 1979 (the "Sale Resolution") , in this regard is herewith fully ratified, approved and confirmed. Section 2 . That the City lend the proceeds of the Bonds to the Hospital to defray part of the cost of the Project pursuant to the Loan Agreement, Mortgage and Security Agreement to be dated as of November 1, 1979 (the "Loan Agreement" ) , by and between the -3- 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) set forth therein, and the form, terms and provisions of the Loan Agreement are hereby approved, and the Mayor and the City Clerk are hereby authorized and directed to execute, attest, seal and deliver the Loan Agreement. Section 3. That the sale of the Bonds at a price of 97% of par, plus accrued interest to the date of delivery of the 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 October 26, 1979 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 Bonds, the Indenture, the Loan Agreement and the Bond Purchase Agreement, all in connection with the reselling of the 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 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 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 limi- tation and shall not constitute nor give rise to a pecuniary liabil- ity of the City or a charge against its general credit or taxing powers , but the Bonds and interest and premium, if any, thereon shall be payable solely and only from the revenues derived from the Loan Agreement and the secured debt obligations of the Hospital delivered pursuant thereto; and no part of the cost of the Project will be payable out of the general funds or other contributions of the City (except the proceeds of the Bonds and any subsequent issues of bonds permitted under the Loan Agreement and the 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 Bonds proposed to be issued is set forth in the 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 -5- interest on the Bonds; (ii) the amount 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 Bonds and the maintenance of the Hospital 's hospital facilities including the portion thereof to be improved and equipped with Bond proceeds is set forth in the Loan Agreement and the Indenture pursuant to a formula and no other reserves are deemed necessary or advisable in connection with the retirement of the Bonds or the maintenance of the Hospital 's hospital facilities including the portion thereof to be improved and equipped with Bond proceeds or for any other purpose; (iii) the Hospital is obligated under the Loan Agreement to maintain the Hospital 's hospital facilities including the portion thereof to be improved and equipped with Bond proceeds and carry all proper insurance with respect thereto; ( iv) the Loan Agreement obligates the Hospital to complete the 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 Project; and (vi) the time of execution and delivery of the Bonds, their form, denomination and tenor, the rights of the holders thereof to register, transfer and exchange the Bonds, the installments in which such Bonds are payable including the times thereof and the places at which such installments shall be paid , the evidence of the Bonds, the investments and securities in which the proceeds of the Bonds and the special funds from the revenues of the Project may be invested and reinvested , the methods by which payment on -6- - the Bonds, the secured debt obligations of the Hospital or the Loan Agreement and performance of the terms thereof may be enforced and the other provisions with respect to the Bonds shall be as provided in the Indenture, the Loan Agreement and the Bond Purchase Agreement. Section 7 . That the 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 delivery 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 Bonds and the execution and delivery of the Loan Agreement, the Indenture the Official State- ment 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 Bonds , the Indenture, the Loan Agreement, the Bond Purchase Agree- ment 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. Section 9. That the provisions of this Resolution are hereby declared to be separable and if any section, phrase or pro- -7- 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 November 1979. i/' Mayof c2;ir::;:i., I"? .4,7,- ' Attest : City Clerk