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HomeMy WebLinkAbout1988-475-08.15.1988 Waterloo, Iowa August 15 , 1988 The City Council of the City of Waterloo, Iowa, met in regular session at 7:00 o' clock I .M. , at the Council Chambers in the City Hall in said City. The meeting was called to order and there were present Bernie McKinley, Mayor , and the following named Councilmembers: Brown, Dell, Buck, Fox, Angel, Wright and Budak Absent: None * * * * * * * * * The Mayor introduced and caused to be read Resolution No. 1988-475 entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and between the City of Waterloo, Iowa and Covenant Medical Center, Incorporated, regarding the issuance of not to exceed $15,000,000 in aggregate principal amount of City of Waterloo, Iowa, Wheaton Franciscan Services, Inc. , System Revenue Refunding Bonds, Series 1988 (Covenant Buck Medical Center , Incorporated) " , and/moved its adoption; seconded by Councilmember Fox After due consideration of said resolution by the Council, the Mayor put the question and, upon the roll being called, the following voted: Aye: Brown, Dell, Buck, Fox, Angel, Wright and Budak Waterloo, Iowa August 15, 1988 The City Council of the City of Waterloo, Iowa, met in regular session at 7:00 o' clock P.M. , at the Council Chambers in the City Hall in said City. The meeting was called to order and there were present Bernie McKinley, Mayor , and the following named Councilmembers: Brown, Dell, Buck, Fox, Angel, Wright and Budak Absent: None _ The Mayor introduced and caused to be read Resolution No. 1988-475 entitled, "A Resolution Authorizing the Execution of a Memorandum of Agreement by and between the City of Waterloo, Iowa and Covenant Medical Center, Incorporated, regarding the issuance of not to exceed $15,000,000 in aggregate principal amount of City of Waterloo, Iowa, Wheaton Franciscan Services, Inc. , System Revenue Refunding Bonds, Series 1988 (Covenant Buck Medical Center, Incorporated) " , and/moved its adoption; seconded by Councilmember Fox After due consideration of said resolution by the Council, the Mayor put the question and, upon the roll being called, the following voted: Aye: Brown, Dell, Buck, Fox, Angel, Wright and Budak Whereupon, the Mayor declared said resolution duly adopted and signed his approval thereto. * * * * * * * * On motion and vote the meeting adjourned. yor Bernard L. McKinley Atte t: Dep t City Cle k Michelle Temeyer -2- RESOLUTION NO. 1988-475 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF WATERLOO, IOWA AND COVENANT MEDICAL CENTER, INCORPORATED REGARDING `i'ili ISSUANCE OF NOT TO EXCEED $15,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF WATERLOO, IOWA WHEATON FRANCISCAN SERVICES, INC. SYSTEM REVENUE REFUNDING BONDS, SERIES 1988 (COVENANT MEDICAL CENTER, INCORPORATED) * * * * * * * WHEREAS, the City of Waterloo, a municipality and political subdivision in the County of Black Hawk, State of Iowa (the "City" ) , has heretofore issued its $10 , 250,000 Hospital Facility Revenue Bonds, Series 1979 (St . Francis Hospital Project) (the "Series 1979 Bonds" ) , its $1 , 325,000 Hospital Facility Revenue Bonds, Series 1980A (Schoitz Memorial Project) (the "Series 1980A Bonds" ) and its $4 ,965 ,000 Hospital Facility Revenue Bonds , Series 1980B (Schoitz Memorial Project) ( the "Series 1980B Bonds" and, together with the Series 1979 Bonds and the Series 1980A Bonds, the "Prior Bonds" ) pursuant to the provisions of Chapter 419 of the Code of Iowa, 1987, as amended (hereinafter sometimes referred to as the "Act" ) ; and WHEREAS, the City is authorized by the Act to issue its revenue refunding bonds in such amount as the city council deems necessary to refund any outstanding revenue bonds issued pursuant to the provisions of the Act; and WHEREAS, the proceeds of the Series 1979 Bonds were loaned by the City to St . Francis Hospital of Franciscan Sisters ( "St . Francis" ) and the proceeds of the Series 1980A Bonds and the Series 1980B Bonds were loaned to Schoitz Memorial Hospital ( "Schoitz" ) and were applied, in each case, for the construction and equipping of a "project" as such term is defined in the Act (collectively, the "Project" ) ; and WHEREAS, St. Francis and Schoitz have consolidated to form Covenant Medical Center, Incorporated, an Iowa non--profit corporation (the "Corporation" ) ; and WHEREAS, the Corporation has requested that the City issue its revenue refunding bonds pursuant to the Act to advance refund the Series 1979 Bonds and to refund the Series 1980A Bonds and the Series 1980B Bonds and the City is amenable thereto; and WHEREAS, the Project is located in the City and it is deemed necessary and advisable for the promotion of the general health and welfare of the inhabitants of the City that the Prior Bonds be refunded and advance refunded, as aforesaid, and that the City take such action as may be required under applicable statutory provisions to authorize and issue its Wheaton Franciscan Services, Inc. System Revenue Refunding Bonds, Series 1988 (Covenant Medical Center, Incorporated) ( the "Series 1988 Bonds" ) , such bonds to be issued in one or more series as determined by the City and the Corporation; and WHEREAS, the aggregate principal amount of the Series 1988 Bonds necessary, together with other available moneys, to refund and advance refund the Prior Bonds, to pay certain -2- expenses incurred in connection with the issuance of the Series 1988 Bonds and, if determined advisable by the Corporation, to establish a debt service reserve fund for the Series 1988 Bonds, has been estimated to be $15,000,000; and WHEREAS, the Corporation has requested satisfactory assurances from the City that the proceeds of the sale of the Series 1988 Bonds will be made available to the Corporation for the purposes aforesaid; and WHEREAS, a form of agreement, designated as a "Memorandum of Agreement", has been prepared under which the Corporation has stated its willingness to arrange for the refunding and advance refunding of the Prior Bonds and, at the time of delivery of the Series 1988 Bonds, to enter or to cause Wheaton Franciscan Services, Inc. ( "WFSI") , on behalf of the Corporation, to enter into a loan agreement with the City, under which the Corporation and WFSI will be obligated to make periodic payments sufficient to pay the principal of and interest and redemption premium, if any, on the Series 1988 Bonds as and when the same shall become due and payable, and such loan agreement shall contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Corporation; NOW, THEREFORE, Be It Resolved by the City Council of the City of Waterloo, Iowa, as follows : -3- Section 1. That in order to provide for the refunding or advance refunding of the Prior Bonds, with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that Series 1988 Bonds be issued in an amount sufficient, together with other moneys, to provide for the refunding and advance refunding of the Prior Bonds, the payment of related expenses and, if deemed advisable by the Corporation, the establishment of a debt service reserve fund for the Series 1988 Bonds, and that the Memorandum of Agreement be approved and executed for and on behalf of the City. Section 2. That the Memorandum of Agreement by and between the Corporation and the City, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized. Section 3. That the Mayor is hereby authorized and directed to execute and the City Clerk is hereby authorized to attest and to affix the seal of the City to the Memorandum of Agreement substantially in the form and with the contents set forth in Exhibit A attached hereto. Section 4. That the City will issue and sell the Series 1988 Bonds in an amount sufficient, together with other moneys, to provide for the refunding and advance refunding of the Prior Bonds, the payment of related expenses and, if deemed advisable by the Corporation, the establishment of a debt service reserve fund for the Series 1988 Bonds, subject to the execution -4- of the Memorandum of Agreement and upon the conditions specified in the Memorandum of Agreement. Section 5. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Adopted August 15, 1988. CITY OF WATERLOO, IOWA 4/eZIA ‘6((' Mayor Attest: Bernard L. .McKinley Deput ity Clerk Michelle Temeyer -5- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Waterloo, Iowa, a municipality of the State of Iowa (hereinafter referred to as the "City" ) , party of the first part, and Covenant Medical Center, Incorporated, an Iowa non-profit corporation (hereinafter referred to as the "Corporation" ) , party of the second part; 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this agreement are the following: (a) The City is authorized by the laws of the State of Iowa, and specifically Chapter 419, Code of Iowa, 1987 , as supplemented and amended (the "Act" ) , to issue its revenue refunding bonds in order to provide for the refunding of bonds previously issued pursuant to the provisions of the Act. (b) So as to accomplish the purposes of the Act, the City proposes to ( i ) issue one or more series of its Wheaton Franciscan Services, Inc. System Revenue Refunding Bonds, Series 1988 (Covenant Medical Center, Incorporated) ( the "Bonds" ) in an aggregate principal amount not to exceed $15,000, 000 pursuant to the provisions of the Act as then in effect for the purpose of providing a portion of the funds necessary to advance refund the outstanding principal amount of its $10,250,000 Hospital Facility Revenue Bonds, Series 1979 (St. Francis Hospital Project ) and refund the outstanding portion of its $1,325,000 Hospital Facility Revenue Bonds, Series 1980A (Schoitz Memorial Project) and its $4,965,000 Hospital Facility Revenue Bonds, Series 1980E (Schnitz Memorial Project) (collectively, the "Prior Bonds" ) , to pay certain expenses incurred in connection with the issuance of the Bonds and, if determined advisable by the Corporation, to established a debt service reserve fund for the Bonds and ( ii) enter into a loan agreement with the Corporation or Wheaton Franciscan Services, Inc. ("WFSI" ) , on behalf of the Corporation, with respect to the loan of the proceeds .of the Bonds to the Corporation. (c) It is deemed necessary and advisable, to accomplish the purposes of the Act, that the refunding and advance refunding of the Prior Bonds be undertaken at the earliest practicable date, and the Corporation has requested satisfactory assurances from the City that the proceeds of the sale of one or more series of the Bonds of the City will be made available for such purpose. (d) Representatives of the City have indicated the willingness of the City to proceed with and effect such financing and have advised the Corporation that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financing, the City by virtue of the Act or such other statutory authority as may now or hereafter be conferred, will issue and sell one or more series of the Bonds in an aggregate amount sufficient, together with other moneys, to provide for the refunding or advance refunding of the Prior Bonds, the payment of certain expenses and, if determined advisable by the Corporation, the establishment of a debt service reserve fund. 2. Undertakings on the Part of the City. Subject to the conditions above stated, the City agrees as follows: (a) That it will authorize or cause to be authorized, the issuance and sale of one or more series ' of the Bonds, in an aggregate principal amount sufficient, together with other moneys, to provide for the refunding or advance refunding of the Prior Bonds, the payment of certain expenses and, if determined advisable by the Corporation, the establishment of a debt service reserve fund. (b) That it will adopted, or cause to be adopted, such proceedings and authorize and direct the execution of such documents and take, or cause to be taken such actions as may be necessary or advisable to effect the authorization, issuance and sale of the Bonds and the refunding and advance refunding of the Prior Bonds and the entering into and performance of a loan agreement with the Corporation with respect to the loan of the proceeds of the Bonds all as then shall be authorized by law and mutually satisfactory to the City and the Corporation. -3- (c) That the aggregate periodic payments to be used to pay the principal of, and interest and premium, if any, on the Bonds payable under the loan agreement with the Corporation shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall be come due and payable. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. • 3. Undertakings on the Part of the Corporation. Subject to the conditions above stated, the Corporation agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the Bonds. (b) That contemporaneously with the delivery of the Bonds, it will enter into a loan agreement with the City under the terms of which the Corporation and WFSI will obligate itself to pay sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable, any such loan agreement to contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the City and the Corporation. -4- (d) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of the Corporation under Paragraph 3 hereof are subject to the conditions that, on or before two years from the date hereof (or such other date as shall be mutually satisfactory to the City and the Corporation) , ( i) - the City and the Corporation shall have agreed to mutually acceptable terms for the Bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the agreement referred to in paragraph 3, ( ii) the proceedings referred to in paragraphs 2 and 3 hereof shall have been taken and ( iii ) all regulatory or other governmental approvals requisite to the execution of such documents and the issuance and sale of the Bonds shall have been obtained. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extensions thereof and the Bonds are not sold within such time, the Corporation will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur at the Corporation' s request arising from the execution of this Memorandum of Agreement and the performance by the City of its 5- obligations hereunder, and this Memorandum of Agreement shall thereupon terminate. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement by their officers thereunto duly authorized as of the 15th day of August, 1988. CITY OF WATERLOO, IOWA ai ed./IA.11, (SEAL) ° ' ' or Y Bernard L. McKinley r AtteSLI � 1 l Cit Ch rk ly Deput Y Michelle Temeyer COVENANT MEDICAL CENTER, INCORPORATED (SEAL) President Attest : Secretary -6- HazC") C" ;h f� z ' O tr1 H O C) O H H u• FAcn L HtrJ OtCO CD r-1-' co hd FA FA coO Fri triCH �, c o O H C� zaZz z trl CD l7 Ht Fd 7 'pdtt���--11'' 'T1Ca. CDnttrl �-ch00a `� a CON 000 i rrI1 � u, � p 1-3 rri HA co C') OriH tri N co trlr� aCDtdo H � H o tri z 1 trl tHr1tTJ7.10t179HO Zvi, Fri• CD CD bd 0 ~dzi-ct'1 H H log t7 C) zHZZ (..) z < O C) 0 00t7tr1 OO• aO;d 'T zt1H LTJtr1aHH o Hcom9HHttrIz tri- a H v) trl � U) O � C", ttr1z hd 0 • trJzhd t7H rd TJzHxa H �;;TddiHC) C) t'i C!) rl a C) t-1 H0 h- n hd 'TJ Lo cod) 03 C� to H C7 C!)