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Home My WebLink About1988-550-09.26.1988 Waterloo, Iowa September 26, 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, in the chair, and the following named Councilmembers: Brown, Dell, Buck, Fox, Angel Wright. Absent: Budak * * * Councilmember Buck introduced and caused to be read Resolution No. 1988-550 entitled, Resolution Authorizing Issuance of Bonds for Covenant Medical Center, Incorporated Refinancing and moved its adoption, seconded by Councilmember Wright . After due consideration of said resolution by the Council, the Mayor put the question on the motion and upon the roll being called the following named Councilmembers voted: Aye: Brown, Dell, Buck, Fox, Angel, Wright. Absent: Budak. Nay: Whereupon the Mayor declared said resolution duly adopted and signed his approval thereto. * * * Upon motion and vote the meeting adjourned. 7-17 /Ber an.2-4 1�Ic1Ki-'ni Y I Mayor Attest: Lac 7 . urger City Clerk CITY OF WATERLOO, IOWA RESOLUTION NO. 1988-550 RESOLUTION AUTHORIZING ISSUANCE OF BONDS FOR COVENANT MEDICAL CENTER, INCORPORATED REFINANCING BACKGROUND OF RESOLUTION The City of Waterloo, Iowa (the "City") is authorized by Chapter 419 of the Code of Iowa, 1988, as amended (the "Act") to issue revenue bonds for the purpose of retiring any existing indebtedness of a voluntary nonprofit hospital. Wheaton Franciscan Services, Inc. , an Illinois not-for-profit corporation (the "Borrower") has made application to the City for the issu- ance of revenue bonds pursuant to the Act to provide funds to refinance certain existing indebtedness incurred by Covenant Medical Center, Incorporated, an Iowa nonprofit corporation (the "Hospital") relating to the City' s Hospital Facility Revenue Bonds, Series 1979 (St. Francis Hospital Project) , Hospital Facility Revenue Bonds, Series 1980A (Schoitz Memorial Project) and Hospital Facility Revenue Bonds, Series 1980B (Schoitz Memorial Project) (collectively, the "Prior Bonds") including the . funding of a debt service reserve fund, if required (the "Refinancing") and to finance related expenses incurred in connection with the issuance of the Bonds (the "Related Costs") . This Resolution authorizes the issuance and sale by the City of not to exceed $13 , 500, 000 in principal amount of its Wheaton Franciscan Services, Inc. System Revenue Refunding Bonds, Series 1988A (the "Series 1988A Bonds") to provide funds for the Refinancing and, in an amount not to exceed 2% of the face amount of the Series 1988 Bonds, the Related Costs. The Series 1988A Bonds are to be issued under a Trust Indenture between a bank to be named by the Borrower, as Trustee (the "Trustee") , and the City (the "Indenture") . The City will sell the Series 1988A Bonds pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") between the City and the underwriter(s) identified in the Bond Purchase Agreement (whether one or more, the "Underwrit- er") and approved by the Borrower. The proceeds derived from the sale of the Series 1988A Bonds will be loaned to the Borrower pursuant to a Loan Agreement between the Borrower and the City (the "Loan Agreement") . The Borrower, to evidence and secure its obligation to repay the loan, will deliver to the City a Master Note (the "Note") to be issued pursuant to a Master Trust Indenture dated as of June 1, 1985 as heretofor supplemented and as further supplemented by a Sixth Supplemental Master Trust Indenture (collectively, the "Master Indenture") . The Note will provide the City with revenues sufficient to pay principal of, premium, if any, and interest on the Series 1988A Bonds when due. The Borrower will cause the proceeds from the sale of the Series 1988A Bonds to be applied to the Refinancing and the Related 4 Costs. Under the Indenture, the Loan Agreement and Note will be assigned by the City to the Trustee for the benefit of the owners of the Series 1988A Bonds. There have been submitted to the City forms of the Inden- ture, the Loan Agreement, the Bond Purchase Agreement, an Official Statement with respect to the Bonds (the "Official Statement") and Escrow Deposit Agreements relating to the refunding and 'redemption of the Prior Bonds (the "Escrow Agreements") . RESOLVED THAT: 1. Issuance of Series 1988A Bonds. The City will issue the Series 1988A Bonds for the purpose of financing the Refinanc- ing and the Related Costs. The Series 1988A Bonds will be sold to the Underwriter at a price equal to not less than 98% of their principal amount. Additional compensation to the Underwriter may be paid by the Borrower. The Series 1988A Bonds will bear interest at the rates the Mayor, City Clerk or other officer of the City executing the Indenture approves provided that the weighted average interest rate on the Series 1988A Bonds may not exceed 8i% per annum. The Series 1988A Bonds or certain of them may be sold at an original issue discount of not to exceed 10% of their principal amount but only so long as the resulting effective weighted average interest rate on the Series 1988A Bonds does not exceed the rate stated above. The Series 1988A Bonds are to be issued pursuant to the Act and the Indenture. The Series 1988A Bonds are to be designated, be dated, be in substantially the form, be in the denominations as provided in the Indenture and shall have the maturities, not exceeding 25 years, and mandatory sinking fund redemptions requested by the Borrower. All terms, conditions and details pertaining to the Series 1988A Bonds as provided in the Indenture are adopted by the City. 2 . Limited Obligations. The Series 1988A Bonds are payable solely from the sources described in the Indenture. The principal of an interest on the Series 1988A Bonds shall never constitute an indebtedness of the City, within the meaning of any state constitutional provision or statutory 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. 3 . Execution and Delivery of Documents. Subject to the changes which the City Attorney, Quarles & Brady, Bond Counsel and the officers of the City executing them may approve, the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Escrow Agreements and the Official Statement in substantially the forms submitted to the City are approved. The Mayor, the City Clerk and each of them are authorized on behalf of the City to execute, file, seal and deliver the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Escrow Agreements and - 2 - the Official Statement with the final principal amount, interest rates, maturities, underwriter' s discount and original issue discount and any other terms and changes, consistent with this Resolution, as may be approved by the officers executing them, which approval is conclusively evidenced by their execution of them. The Mayor and the City Clerk and each of them are au- thorized to prepare, to have prepared and to execute, file and deliver, as appropriate, all documents and closing or post-closing instruments (including but not limited to amendments to the Indenture, the Loan Agreement and the Escrow Agreements not requiring the consent of the owners of the Series 1988A Bonds) as may be required by this Resolution or deemed necessary or appropriate by those officers, by the City Attorney and by Bond Counsel in the consummation of the transactions contemplated by this Resolution. JSH83C - 3 - I, LARRY P. BURGER, being first duly sworn, do hereby depose and certify that I am the duly appointed, qualified and acting City Clerk of the City of Waterloo, in the County of Black Hawk, State of Iowa, and as such I have in my possession, or have access to, the complete corporate records of said City and of its Council and officers; that I have carefully compared the tran- script hereto attached with the aforesaid corporate records and that said transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the action taken by the City Council of said City on September 26, 1988, in connection with the proposal to issue Wheaton Franciscan Services, Inc. System Revenue Refunding Bonds, Series 1988A of said City. WITNESS my hand and the corporate seal of said City hereto affixed at Waterloo, Iowa, this day of 1988. 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