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HomeMy WebLinkAboutResolution 2498 Authorizing IDR bonds for Bozeman Deaconess Foundation project 'II! ,..( -~ ' RESOLUTION NO. 24qR RESOLUTION RELATING TO HOSPITAL FACILITIES REVENUE BONDS (BOZEMAN DEACONESS FOUNDATION PROJECT); MAKING FINDINGS WITH RESPECT TO THE PROJECT AND BONDS; AUTHORIZING AND APPROVING THE PROJECT AND THE SALE AND ISSUANCE OF BONDS SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE; AND AUTHORIZING THE EXECUTION OF DOCUMENTS. BE IT RESOLVED by the City Commission of the City of Bozeman, Montana, as follows: Section 1. Recitals. 1.01. The City is authorized by Title 90, Chapter 5, Montana Code Annotated (the Act) to issue and sell its revenue bonds and to loan the proceeds thereof to another person for the purpose of defraying the costs of acquiring and constructing real and personal properties suitable for use for hospital and medical facilities. Prior to the issuance of revenue bonds pursuant to the Act the City must call and hold a public hearing on the project and bonds. 1.02. Bozeman Deaconess Foundation, a Montana nonprofit corporation (the Hospital) has requested that the City issue approximately $17,000,000 of its revenue bonds (the Bonds) pursuant to the Act and loan the proceeds thereof to the Hospital for the purpose of defraying costs of acquiring and improving a project, consisting of the acquisition, construction and equipping of a new hospital and medical center facility located on land located in the City at the southeast intersection of Ellis Street and Highland Boulevard (the Project). 1.03. Pursuant to the Act, this Commission called a public hearing on the Project and Bonds, notice of which was duly published in the Bozeman Daily Chronicle, on December 2, December 7, and December 13, 1983. The hearing was held at 7:00 P.M. in the Commission Chambers at City Hall in Bozeman, Montana, on December 19, 1983, and all interested persons were afforded an opportunity to appear and be heard. .. .. Section 2. Findings. This Commission hereby finds, determines and declares as follows: (a) the Project consists of real and personal properties suitable for use as a hospital and medical facility enterprise within the meaning of and as required by the Act: (b) the issuance of the Bonds to finance the Project will substantially enhance the economic feasibility of the Project and will be a material inducement to the undertaking and completion of the Project by the Hospital: (c) the Project when completed will promote the public welfare by encouraging the provision of adequate health care and hospital services to residents of the City and surrounding area at reasonable costs and upon equal terms, by improving employment opportunities of present and future residents and by promoting and stimulating economic activity within the City: (d) the Project will not have a material adverse effect on the City or its residents: and (e) the acquisition and improvement of the Project and the issuance of the Bonds to defray costs thereof is in the public interest of the City. Section 3. Approval and Authorization. 3.01. The Project is hereby approved and the City is authorized and shall proceed to issue the Bonds in the approximate principal amount of $17,000,000 to defray the costs thereof. 3.02. In order to accomplish the foregoing the following documents have been prepared, which documents in proposed form are before the Commission at this meeting and shall be placed on file in the office of the Clerk of the City Commission. (a) a Bond Purchase Agreement (the Bond Purchase Agreement) between Piper, Jaffray & Hopwood Incorporated, as representative (the Representative) acting on behalf of the various underwriters named therein (the Underwriters), and the City, and approved by the Hospital: (b) an Inducement Letter (the Inducement Letter) from the Hospital to the Underwriters and the City: -2- ~. ~ ,. (c) a Loan Agreement (the Loan Agreement) between the City and the Hospital: (d) an Indenture of Trust (the Indenture) between the City and First National Bank of Minneapolis (a trustee to be named) (the Trustee): (e) a Mortgage and Security Agreement (the Mortgage) between the Hospital and the Trustee: and (f) a Preliminary Official Statement (the Preliminary Official Statement). 3.03. The forms of the Bond Purchase Agreement, the Inducement Letter, the Loan Agreement, the Indenture and the Mortgage referred to above are approved. It is acknowledged that the purchase price of the Bonds, the principal amount of the Bonds, the maturity schedule of the Bonds and the interest rates on the Bonds have not been determined as of this date and are not reflected in the Loan Agreement, the Indenture, the Bond Purchase Agreement, the Mortgage or the Preliminary Official Statement. The City Manager and Clerk of the City Commission are hereby authorized to approve the purchase price of the Bonds, provided that the purchase price equals or exceeds 95 percent of the principal amount of the Bonds: the principal amount of the Bonds, provided that such principal amount is not in excess of $17,000,000: the maturity schedule of the Bonds, provided that the Bonds mature at any time or times in such amount or amounts not exceeding 30 years from the date thereof: the provisions for prepayment and redemption of the Bonds prior to their stated maturity: and the interest rates, provided that no interest rate exceeds 14 percent per annum. The approval of the City Manager and Clerk of the City Commission shall be conclusively presumed by the execution of the Bond Purchase Agreement by the officers of the City. The City Manager and Clerk of the City Commission are hereby authorized and directed to execute the Loan Agreement in the name and on behalf of the City, upon execution thereof by the Hospital, to execute the Indenture in the name and on behalf of the City and deliver it to the Trustee, to execute the Bond Purchase Agreement in the name and on behalf of the City upon execution thereof by the Representative and the Hospital and to execute the Inducement Letter upon execution thereof by the Hospital and the Representative. The documents shall be executed in substantially the form hereinabove approved, subject to additions therefrom approved by the officers executing the same, which approval shall be conclusively presumed upon execution thereof. The Mortgage shall be executed and delivered by the Hospital and the Trustee, and shall be in substantially the form hereinabove approved, subject to additions thereto and deletions therefrom approved by the City Manager and Clerk -3- ~. -- ~ . of the City Commission, which approval shall be conclusively presumed by the execution by the City Manager and Clerk of the City Commission of the Loan Agreement and the Indenture. 3.04. In anticipation of the collection of revenues under the Loan Agreement, the City shall proceed forthwith to issue its Hospital Facilities Revenue Bonds (Bozeman Deaconess Foundation Project), in the principal amount of up to $17,000,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof, and subject to the conditions contained in Section 3.03 hereof. Subject to the conditions contained in Section 3.03 hereof, the proposal of the Underwriters to purchase the Bonds at the price and upon the terms set forth in the Bond Purchase Agreement, is hereby found and determined to be reasonable and upon determination of the terms of the Bonds the City Manager and Clerk of the City Commission are authorized to accept that offer on behalf of the City. The City Manager and Clerk of the City Commission are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and deliver them to the Trustee, together with a certified copy of this resolution and the other documents required by the Indenture and the Bond Purchase Agreement for authentication of the Bonds by the Trustee and delivery by the Trustee of the Bonds to the Representative. 3.05. The City hereby consents to the use of the Preliminary Official Statement by the Underwriters in connection with the offer and sale of the Bonds to potential investors, and consents to the preparation and use of the final Official Statement, provided, however, that the City has not reviewed the Preliminary Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or completeness of the information contained therein, or in the final Official Statement, except as to matters relating to the City. 3.06. The City Manager and the Clerk of the City Commission and other officers of the City are authorized and directed to prepare and furnish to the Underwriters; when the Bonds are issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits, certificates and documents as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them, or an may be necessary or desirable to accomplish the issuance and sale of the Bonds, and all such certified copies, certificates, affidavits and documents, including any heretofore furnished, shall -4- , , '..1\ Ii -J constitute representations of the City as to the truth of all statements contained therein. PASSED AND ADOPTED by the City Commission of the City of Bozeman, Montana, this 30th day of Aor; 1 1984. ATTEST: iit j J.&.' ""~ ~ . I. /7'"~ R B N L. SULLIVAN Clerk of Commission . J (SEAL) . -5-