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HomeMy WebLinkAboutResolution No. 362-09 RESOLUTION BE IT RESOLVED by the Common Council of the City of Rochester that the city does hereby approve the issuance of up to $30,000,000 in health care facilities revenue bonds on behalf of Samaritan Bethany, Inc., for the following purposes: 1. Refinance its Healthcare and Housing Revenues Bonds, Series 2003A in the approximate amount of$5,000,000; 2. Finance the addition and remodeling of the existing multi-family senior rental housing facilities located at 700 Second Avenue N.W; 3. Finance the expansion and remodeling of the nursing home facilities located at 24 Eighth Street N.W; and 4. Pay issuance costs of this bond as well as any capitalized interest and reserve fund requirements. The Mayor and City Clerk are authorized to execute any and all documents necessary to complete this transaction. • PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 77.q DAY OF t.ST , 2009. U /. PRESIDENT OF SAID COMMON COUNCIL ATTEST: // z Ax. j CITY CLERK APPROVED THIS ���� DAY OF ��" , 2009. Tr MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) ResM\Approve.RevBonds2 • • Extract of Minutes of a Meeting of the Common Council of the City of Rochester, Minnesota Pursuant to due call and notice thereof, a regular meeting of the Common Council of the City of Rochester, Minnesota, was duly held at the Council/Board Chambers in the Government Center on August 17, 2009, commencing at 7:00 p.m. The following members were present: and the following were absent: Member Bob Nowicki introduced the following resolution and moved its adoption: CITY OF ROCHESTER COUNTY OF OLMSTED STATE OF MINNESOTA • RESOLUTION NO.369 -09 RESOLUTION RECITING A PROPOSAL FOR A FINANCING PROGRAM FOR A COMBINED MULTI-FAMILY HOUSING AND HEALTH CARE DEVELOPMENT,GIVING APPROVAL TO THE PROJECT AND THE PROGRAM PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C (SAMARITAN BETHANY PROJECT) WHEREAS. Minnesota Statutes, Chapter 462C (the "Act") confers upon cities the power to issue revenue obligations to finance a program for the purposes of planning, administering, making or purchasing loans with respect to one or more multi-family housing project developments within the boundaries of the city; and WHEREAS, the City of Rochester, Minnesota (the "City"), has heretofore issued its Health Care and Housing Revenue Bonds, Series 2003A (Samaritan Bethany, Inc. Project) dated as of August 1, 2003 (the "Prior Bonds") to finance or refinance improvements to a combined housing and health care facility consisting of multifamily senior housing facilities and skilled nursing facilities owned and operated by Samaritan Bethany, Inc., a Minnesota nonprofit corporation (the "Borrower"); and • WHEREAS, the City has received a proposal from the Borrower that the City undertake to issue one or more revenue obligations (the "Note") pursuant to a housing program (the 2385864v1 I • "Housing Program") to provide funds to refund the Prior Bonds, to finance the addition and remodeling of the existing multifamily senior rental housing facilities located at 700 Second Avenue Northwest, and the expansion and remodeling of the nursing home facilities located at 24 Eight Street NW in the City(collectively,the "Project"); and WHEREAS, the proposal calls for the City to loan the proceeds realized upon the sale of the Note to the Borrower pursuant to a revenue agreement wherein the Borrower will be obligated to make payments at the times and in amounts sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Note and all costs and expenses of the City incident to the issuance and sale of the Note; and WHEREAS, the City desires to help the Borrower reduce its debt service costs by refunding the Prior Bonds and to facilitate the expansion and consolidation of senior housing facilities and nursing home facilities within the City; and the Project will assist the City and Borrower in achieving those objectives; and WHEREAS, a public hearing on the Housing Program and the Project was held on this date following duly published notice, at which time all persons that desired to speak were heard; and WHEREAS, no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the • Project; and NOW, THEREFORE, BE IT RESOLVED THAT: 1. The Common Council hereby gives preliminary approval to the proposal of the Borrower that the City undertake the Project, described above, and the program of financing therefor, pursuant to Minnesota Statutes, Chapter 462C, consisting of the refunding of the Prior Bonds and the expansion and consolidation of senior housing facilities and nursing home facilities in the City pursuant to the Borrower's specifications and to a revenue agreement between the and the Borrower on such terms and conditions with provisions for revision from time to time as necessary so as to produce income and revenues sufficient to pay, when due, the principal and interest on the Note in the total principal amount of approximately $30,000,000 to be issued pursuant to the Act to finance the Project; and said agreement may also provide for the entire interest of the Borrower therein to be mortgaged to the purchaser of the Note, and the City, hereby undertakes preliminarily to issue the Note in accordance with such terms and conditions. 2. On the basis of information available to the City it appears, and the City hereby finds, that the Project constitutes a combined housing and health care facility within the meaning of subdivision 7 of Section 462C.05 of the Act; that the availability of the financing under the Act and the willingness of the City to furnish such financing will be a substantial inducement to the Borrower to undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the provision of combined housing and health care facilities to residents of the City, and to promote more intensive development and use of land within the • City. 2385864v1 2 • 3. The Project and the program to finance the Project by the issuance of the Note is hereby given approval by the City subject to final approval by the City, the Borrower and the purchaser of the Note as to ultimate details of the financing of the Project; 4. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Project whether or not the Project is carried to completion and whether or not approved by City will be paid by the Borrower; 5. Briggs and Morgan, Professional Association, acting as bond counsel, and Piper Jaffray & Co. ("Piper"), are authorized to assist in the preparation and review of necessary documents relating to the Project and the financing program therefor, to consult with the Borrower, Piper and the purchaser of the Note as to the maturities, interest rates and other terms and provisions of the Note and as to the covenants and other provisions of the necessary documents and submit such documents to the City for final approval; 6. Nothing in this Resolution or the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues derived from the Project or otherwise granted to the City. The Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holder of the Note shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Note or the interest thereon, or to enforce payment thereon against any property of the City. The Note shall recite in substance that Note, including the interest thereon, are payable solely from the revenue and proceeds pledged to the payment thereof. The Note shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. 7. In anticipation of the issuance of the Note to finance all or a portion of the Project, and in order that completion of the Project will not be unduly delayed when approved, the Borrower is hereby authorized to make such expenditures and advances toward payment of that portion of the costs of the Project to be financed from the proceeds of the Note, as the Borrower considers necessary, including the use of interim, short-term financing, subject to reimbursement from the proceeds of the Note if any when delivered but otherwise without liability on the part of the City. The motion for the adoption of the foregoing resolution was duly seconded by member Bruce Snyder and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: President Dennis Hanson, Councilmembers Mark Bilderback, Ed Hruska, Sandra Means, Bob Nowicki, Bruce Snyder, Michael Wojcik and the following voted against the same: None Whereupon said resolution was declared duly passed and adopted. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF • ROCHESTER, MINNESOTA, THIS 17t'DAY OF AUGUST, 2009. 2385864v1 3 PRE IDENT OF SAID COMMON COUNCIL ATTEST: CITY CLERK Approved this 17th day of August, 2009. (Seal of the City of Rochester, Minnesota) MAYOR OF SAID CITY • i 2385864v1 4 • CERTIFICATION I, the undersigned City Clerk of the City of Rochester, Minnesota, do hereby certify the following: The foregoing is true and correct copy of a Resolution on file and of record in the offices of the City, which Resolution relates to giving preliminary approval to'a project on the program for the Samaritan Bethany, Inc. Project. Said Resolution was duly adopted by the Rochester Common Council at a regular or special meeting of the Council held on the date therein indicated. Said meeting was duly called and regularly held and was open to the public and was held at the place at which meetings of the Council are regularly held, a quorum of the Council being present and acting throughout. Councilmember Bob Nowicki moved the adoption of the Resolution, which motion was seconded by Councilmember Bruce Snyder . A vote being taken on the motion, the following members of the Council voted in favor of the Resolution: President Dennis Hanson, Councilmembers Mark Bilderback, Ed Hruska, Sandra Means, Bruce Snyder, Bob Nowicki, Michael Wojcik and the following voted against the same: None Whereupon said Resolution was declared duly passed and adopted. The Resolution is in full force and effect and no action has been taken by the Council which would in any way alter or amend the Resolution. WITNESS MY HAND officially as the City Clerk of the City of Rochester, Minnesota, this /'?iA day of August, 2009. Cler�k " City of Rochester, Minnesota • 2385864v1 5 E • NOTICE OF PUBLIC HEARING ON A HOUSING PROGRAM FOR A MULTIFAMILY HOUSING PROJECT Notice is hereby given that the Common Council of the City of Rochester, Minnesota(the "City"), will hold a public hearing on Monday, August 17, 2009, at a meeting of the Common Council beginning at approximately 7:00 p.m., in the Council/Board Chambers located in the Government Center, 151 4ch Street Southeast,to consider the proposal of Samaritan Bethany, Inc., a Minnesota nonprofit corporation(the "Borrower"), as amended. That the City finance a project hereinafter described,pursuant to Minnesota Statutes, Chapter 462C, by the issuance of revenue bonds of the City and adopt a housing program therefor(the "Program"). Description of Housing Program and Project The Project consists of the addition and remodeling to the existing multifamily senior rental housing facilities located at 700 Second Avenue NW(the "Housing Facilities"), the expansion and remodeling to the existing nursing home facility located at 24 Eighth Street NW(the "Nursing Home Facilities"), and the refunding of the City's Health Care and Housing Revenue Bonds, Series 2003A (Samaritan Bethany, Inc. Project) (the "Prior Bonds"). The addition to the Housing Facilities consists of approximately 16 new assisted living units and 16 memory care assisted living units and improvements to the dining facilities; serving kitchen and other common areas. The Housing Facilities and the Nursing Home Facilities are owned and operated by the Borrower. The maximum aggregate estimated principal amount of bonds or other obligations to be issued by the City to finance the project is $30,000,000. The bonds or other obligations if and when issued will not constitute a charge, lien or encumbrance upon any property of the City except the revenues to be derived from the Project, and such revenue bonds or obligations will not be a charge against the City's general credit or taxing powers but will be payable from sums to be paid by the Borrowers pursuant to a revenue agreement. A copy of the housing program will be on file with the City Finance Director at the City Hall Monday through Friday commencing on July 29, 2009, until the date of the Public Hearing. At the time and place fixed for the Public Hearing, the Common Council of the City will give all persons who appear at the hearing an opportunity to express their views with respect to the proposal. In addition, interested persons may file written comments respecting the proposal with the City Finance Director, Dale Martinson, at(507) 328-2861, at or prior to such public hearing. 23800841