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Home My WebLink About19575 / 78-01t CITY OF OSHKOSH, G�ISCONSIN RESOLUTION NO. 1 AUTHORIZING HOSPITAL FACILITY REVENUE BONDS, SERIES 1978 (MERCY MEDICAL CENTER OF OSHKOSH,_INC. PROJECT) WHEREAS, the City of Oshkosh, Winnebago County, Wis- consin (the "City"j is authorized by Section 66.521, Wisconsin Statutes, as amended {the "Act"} to construct, equip, reequip, acquire by gift, lease or purchase, install, reconstruct, re- build, rehabilitate, improve, supplement, replace, maintain, repair, enlarge, extend or remodel projects including, but not limited to, hospital fac?lities and facilities to provide service activities in conjunction therewith, and t� enter i.nto revenue agreements for the same in order to promote the right to gainful employment, business opportunities and general welfare of its inha.bitants and to borrow money and issue revenue bonds to fi- nance costs related to such projects, which bonds are to be payable solely out of the revenues derived pursuant to the reve- nue agreement pertaining to the project to be financed by the bonds so issued or, in the event of default of such agreement as may be authorized by this Common Council and by 1aw, and �ahich bonds may be secured by a mortgage and/or security interest in the project or other security; and WHEREAS, in Resolution No. 26 adopted March 16, 1978 by this Common Council, the City expressed its intent, and author- ized and directed its officers, to work toward the consummation of a financing agreement pursuant to which the City would (a) issue its hospital.facility revenue bonds pursuant to the Ac� in an amount not to exceed $17,000,000 for the purpose of financing the costs to be incurred by Mercy P�tedical Center of Oshkosh,Ine. (the "Hospital") in connection with a project (the "Project") consist- ing of the remodeling and equipping of, and the construction and equipping of an addition to, the Hospital's existing facility in the City, the acquisition of additional land and the undertaking of related demolition and improvements; and WHEREAS, in reliance upon such resolution, the Hospital has taken steps to commence the acquisition, construction and equipping of the Project in the City, has entered into negotia- tions with Dillon, Read & Co. Inc. and Robert W. Baird & Co. Incorporated (the "Representatives") on behalf of themselves and ceri.airi ai.he� �u�chase�5 � c�ille��.��1� , tne �'iTnci�rw� i�:ers°7 j tor purchase of the bonds to be so issued and has caused to be pre- pared and herewith submitted to this Common Council forms of the following documents: (a) Mortgage and Security Agreement between the Hos- pital and the City pursuant to which the City agrees to loan the proceeds of the Original Bonds to the Hospital to finance the cost of the Project and related costs, together with the Hospital's First Mortgage Note, No. 1(the "Note") containing its promise to repay such loan with interest as set forth therein (annexed hereto as Exhibit "A", incorporated herein by reference and referred to herein as the "Nlortgage"); (b) Trust Indenture between the City and First Wisconsin National Bank of Oshkosh, Oshkosh, Wisconsin, as Trustee (the "Trustee") (annexed hereto as Exhibit "B", incorporated herein by reference, and referred ta herein as the "Indenture"); (c} Bond Purchase Agreement among the City, the Hospital and the Representatives (annexQd hereto as Exhibit "C", incorporated herein by reference, and x-eferred to as the "Contract" ) ; (d) Preliminary Official. Statement dated May 22, 1978 respecting the bond issue authori2ed by this Resolution (annexed hereto as Exhibit "D", incorparated herein by ref- erence and referred ta herein as the "k�relimi.narX Of£icial Statement"); and '; (e) Official Statement dat�d June 5, 1978 respecting the bond issue authorized by this Resolution (annexed hereta as Exhibit "E", incorporated herein by reference and referred to herein as the "Official Statenient" ). WHEREAS, the acquisition, �onstruction and equipping af the Project and the issuance of the Original Bonds by the City, as herein recited and provided, in the judgment �� this Common Council, will serve the intended accomplishments and in a11 respects conform to the provisions and requirements of the Act; and . WHEREAS, the Hospital h�s made representations to Common Council that the estimated cost af the Project is an amount not less than $13,910,000 and that the useful life of Project is estimated to be at least thirty-one years; and this the WHEREAS, the Hospital r�presents and aqrees that it will enter in�o the Mortgage with respect to the Project as described above, issue the Note, pay all expenses with respect thereto, and comply with all the terms and provisions of the Mortgage and the Note so that full debt service will be provided in order to meet payments of principal of, premium, if any, and interest on the Original Bonds and the Hospital agrees that its re�r.e�ent�t�.on� r�y� �eeri exp��ssl�� ielie� u�G� �y t�i� �ity i�3 the adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OSHKOSH, WISCONSIN, THAT: 1. Definitions. The terms "Hospital Facility", "Hospital Gross Revenues", "Indenture Debt", "Original Bonds" and "Revenues" shall have the same meanings as defined in the In- denture and the Mortgage. -2- 2. Determination. This Common Council hereby finds and determines that: (a) the estimated cost of the Project including all costs in connection therewith permitted to be finance��1 with the Original Bonds under the Act is $13,910,000; (b) the useful life of the Project is not less than thirty-one (31) years; and (c) the payments to be made in each year under the P�ortgage and the Note are sufficient to pay the principal of, premium, if any, and interest on the Original Bonds, 3. Authorization and Terms of Oriqinal Bonds. The City shall issue the Original Bonds in the amount of Thir�een Million Nine Hundred Ten Thousand Dollars {$13,91Q,000) for the purpose of financing the cost of the Project. The Original Bonds shall be sold ta the Underwriters in accordance with the terms and conditions set forth in the Contract. The Original Bonds shall be issued pursuant to the �ct; shall be issuable as coupon Bonds in the denomination of $5,000, registrable as to principal only, and as fully registered Bonds without coupons in th� denom� inations of $5,000 or any integral multiple thereof; shal� be interchangeable as provided in the Indenture; and shall mature �n the years and amounts and bear interest payable semiannually as follows: Maturity July 1 1981 1982 1983 1984 1985 1�86 1987 1988 1989 1990 1991 1.99� 1993 1994 1995 2009 Principal Amounts $ 150,000 165,000 175, 000 190,000 200, o00 215,0�0 230,000 250,000 265,000 285,000 310,00� �� y �/ll� 355,000 380,000 405,000 10,005,000 Interest Rates 5 � 0 5.20 5.40 5.60 5.70 5.85 6 6 6.10 6.20 6 1/4 J . J u 6.40 6 1/2 6.60 7 3/8 AI1 details pertaining to the Original Bonds as pro- vided in the Indenture are hereby adopted and approved by this Com�on Council as and for the details for the Original Bonds. The Original Bonds and interest coupons appertaining thereto shall be executed on behalf of the City by its Cit� Manager and its City Clerk, may be executed with the facsimile signature of -3- such officials, provided that each Original Bond shall be manually executed by at least one such official, and shall be zmpressed or imprinted with the official corporate seal of the City. 4. Original Bonds Not Any Liability of City. The Original Bonds shall not constitute a general obligation or indebtedness of the City within the meaning of any Wisconsin constitutional provision or statutory limitatian or give rise to a pecuniary liability of the City or a charge ag�inst its general credit or taxing powers, but shall be payable solely from Revenues, or, in the event of default of th� Mortgage, as a�herwise author- ized by this Common Council and permitted by law. In no event shall the Original Bonds or the interest �hereon or any other costs or expenses in connection therewith or witri. the Projec� ever be payable from any funds of the City other �han Revenues. Payments by the Hospital under the Mortgage and the Note shall be paid directly to the Trustee for the account of the City so long as any of the Original Bonds shall be outstanding and unpaid. 5. Approval and Ex�cution of Documents� Subject to such changes or revisions therein as Bond Counsel or Counsel for the City may require or.approve, the Mortgage, the Indenture and the Contract in substantially their respective forms presented to this meeting and attached hereto, are hereby appr�ved, The City Manager, the City Cler� and the Comptroller are authorized on behalf of the City to execute, acknowledge, seal and deliver the Mortgage, the Indenture and the Contract subject to such revisions, changes or deletions as may be approved by the signatories thereof, which approval shall be conclusively evidenced by their execution of such documents. The �ity Manager, the City CI_erk, the Comptroller and the City Treasurer and their authorized deputies and other officials of the City are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appropriate, all st�ch documents, financing statements, opinions, certificates, affidavits, and closing or post-closing instruments (including, but not limited to amendments of the Indenture and the Mortgage not requiring the cansent of the holders of Indenture Debt pur- suant to Sections 901 a�Zd 1001, res�ectively, of the Inde�ture) as may be required by this Resolution or deemed necessary by said officials or by Bond Counsel. 6. Appointment of Trustee; Funds; Investment Direc- tions. First Wisconsin Natlonal Bank of Oshkosh, Oshkosh, Wis- consin is Yiere�i� d�s:ic�Y��tea �.s �'rustee �uriu�r ic'rie �na�n�.ure. There are hereby created by the City and ordered established with the Trustee the following Funds: (a) Expense Fund pursuant to Section 301 of the Inden- ture; (b) Construction Fund pursuant to Section 302 of the Indenture; (c) Interest Fund pursuant to Section 402 of the Indenture; Q� (d) Principal Fund pursuant to Section 403 of the Indenture; (e) Debt Service Reserve Fund pursuant to Section 404 of the Indenture; (f) Depreciation Reserve Fund pu�suant to Section 405 of the Indenture; and (g) Optional Redemptio� Fund pursuant to Section 406 of the Indenture; each said Fund being hereby est�alished far the ��urpos�s and in the manner set forth in the respective aforesaid seci.ions of the Indenture. The Trustee is hereby authorized and directed to deposit such su.��s into said Fun.ds, and to disburse such sums therefrom, as are required to be so deposited and disbursed by the applicable sections of the Indenture. The City authorizes and directs the Trustee to invest and reinvest moneys in the above men.tioned �unds as set forth in Section 407 of the Indenture. i� Preliminary Official 5tztemept and Official Statement. The distribution and use by the Urderwriters in connection with any public offering of the Original Bonds of the Preliminary Official Statement in the form of Exhibit "D'� presented to this meeting is hereby ratified, con�irmed and approved. The final Official Statemen� for the Original. Bonds, in substantially the form of Exhibit "E" presented to this meeting and referred to as the "Official Statement" in the Contract, and the use thereof by the Underwriters in connection with the public sale of the Original Bonds, is hereby authorized, apnroved and confirmed. The final Official Statement is hereby autho�ized to be executed and de- Iivered on behalf af the City by its City rlanagey�, with such additions, deletions or other changes or am�°ndments or supple- ments as he may approve. 8. additional Security for Bonds. The payment of principal of, premium, if any, and interest on the Original Bonds shall be further secured by a mortgage . covering the Hospital Facility, including additions and improve- r��eiii�s ��er�'cc�, �� rrov; �ed_ �n, tt�e ?nc�P��r u��u d��utity interest in the Hospital Gross Revenues �,nd the Hospital's equipment. 9. Certain Provisions of the Mort a e. The Mortgage provides, inter alia, that: (a) The maintenance and repair costs of the Hospital Facility, taxes in connectian the�ewith, other charges and insurance protecting the City with respect to the Hospital Facility will be taken out, assumed and paid by the Hospital. The City has no obligation with respect thereto. The pro- ceeds of any recovery under the foregoing insurance policies shall be used and disposed of in the manner provided in the Mortgage ard the Indenture. -5- , , �. (b) The Hospital sha11 make payments pursuant to the P�lortgage and the Note (directly to the Trustee for deposit in the Interest Fund and the Principal Fund and for the account of the City) in amounts sufiicient for payment from such Funds when due of the principal of, premium, if any, and interest on the Original Bonds: 10. Covenants Binding U on City. All covenants, stipulations, obligations and agreements of the City contained in this Resolution and in the Original Bon�s, the Indenture, the Mortgage and the Contract shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by la=,a, �xzcl su��, covex�.arts, stipu- lations, obligations anci agreements shall be binding upan the City and its successors from �ime �.o t11IlE and upon an.y bodx ta which any powers or duties affecting such covEnants, stipulations, obligations and agreements shall be transferred by or in accard- ance with law. Except as otherwis� provided in this Resolution, all rights, powers and privileges conferred anc� duties and liat bilities imposed upon the �ity ar the offieers ��hereof by the provisions of this Resolution, the Oriqinal Bonds, the Indenture, the Mortgage and the Contract shall be exercised or perf�rmed by the City or by such officers, board or b�dy as may be required by law to exercise such powers and tc? periarm �uch duties< No covenan�t, stipulation, obligai.ion or agreement herein contained or contained in the Original Bonds, the Inden- ture, the Mortgage or the Contract shall be deemed to be a cove- nant, stipulation, obligation or agreement of any officer, agent or employee of the City or of this Comman C�uncil in his or her individual capacity and neither the m�mbers of this Common Coun- cil nor any officer executing the Ori.ginal Bonds shall be liable personally on the Original Bonds or be subject to any p�rsanal liability or accountabili,ty by reason of the issuance thereof. 11. Severability. If any section, paragraph or provi-- sion of this Resolution shall be held to be invalid or unenforce- able for an�r ieason, the invalicii�y or uzzenfarc�a�i].i�� of such section, paragraph, or provision shall not affect any of the remaining provisions of this Resolution. 12. Repeal of Conflicting Resolutions and Effective Date. All ordinances, resolutions, and orders, or parts thereof, 12.� cn�1f��C�t k:�t?'� thc^: �,iC)`ii�i�iliS oi 1:�`iiS P.�S��.�t1.o3�.; c:.��, �cy i:iic extent of such conflict, hereby repealed and this Resolution shall be in immediate eff�ct from and after its adoption. Adopted: � G _.__._._.__._____._..._..____._._..�.,._..__.__......_.._ _i �t.�.�'_--_ ;App�o�ec�: ...... �--s I �%7� e ; ; � � ' � ; ��" � C�t�' �� ..�, �=-�- - - - . � -.,,_,� �. . F - 6 - .. �,.,�,.�� .,- '2 � � Convers , Marks, Clerk 1' / �'"� 9-' ,� _ � �/.��'��. �� ,��%'��-� William D. 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