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HomeMy WebLinkAboutResolution No. 513-09 A RESOLUTION PROVIDING FOR THE ISSUANCE OF MULTIFAMILY HEALTHCARE AND HOUSING REVENUE REFUNDING BONDS (SAMARITAN BETHANY, INC. PROJECT) REFUNDING, SERIES 2009A AND MULTIFAMILY HEALTHCARE AND HOUSING REVENUE BONDS SAMARITAN BETHANY, INC. PROJECT), SERIES 2009B BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (the "City"), as follows: I. Authori . The City is, by the Constitution, its City Charter, and laws of the State of Minnesota, including Minnesota Statutes, Chapter 462A and 462C, as amended (the "Act"), authorized to issue and sell its revenue bonds or other obligations for the purpose of financing or refinancing the cost of acquiring and constructing combination housing and health care facilities, including skilled nursing facilities, and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Description of Project. Samaritan Bethany, Inc., a Minnesota nonprofit corporation (the "Borrower"), has requested that the City issue its revenue obligations pursuant to the Act to (a) refund the City's Health Care Housing Revenue Bonds, Series 2003A (Samaritan Bethany, Inc. Project) (the "Prior Bonds"), (b) expand and improve its existing senior housing with services assisted living and nursing home facilities located in the City, (c) fund a portion of the interest payable on the Bonds, hereinafter defined, and (d) pay certain transaction • costs (collectively, the "Project"). The Borrower has proposed that the City issue its Multifamily Healthcare and Housing Revenue Bonds (Samaritan Bethany, Inc. Project), Series 2009A (the "Series 2009A Bonds") and its Multifamily Healthcare and Housing Revenue Refunding Bonds (Samaritan Bethany, Inc. Project), Series 2009B (the "Series 2009B Bonds", and together with the Series 2009A Bonds, the "Bonds") to (a) refund the Prior Bonds and finance the expansion and improvements, and (b) to use the proceeds thereof to finance the Project, and (c) to fund a debt service reserve, interest during construction and to finance certain costs of issuance of the Bonds. Repayment of the Bonds will be secured by a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement from the Borrower to the Trustee (the "Mortgage"). 3. Documents Presented. Forms of the following documents related to the Bonds have been submitted to the City: (a) The Loan Agreement (the "Loan Agreement") between the City and the Borrower, pursuant to which Loan Agreement the Borrower agrees to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; (b) The Indenture of Trust (the "Indenture") between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee"), authorizing the issuance of and pledging certain revenues, including those to be derived from the Loan Agreement, • as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; 24I9255vl 2 (c) The Mortgage by which the Borrower grants to the Trustee a mortgage lien on and security interest in certain mortgaged property, as described therein, as further security for the payment of the Bonds and assigns to the Trustee its interests in all leases and rents with respect to the mortgaged property(not executed by the City); (d) The Bond Purchase Agreement (the "Bond Purchase Agreement"), among Piper Jaffray & Co. (the "Underwriter"), the Borrower and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting forth the terms and conditions of purchase; and (e) The Preliminary Official Statement describing the offering of the Bonds, and certain terms and provisions of the foregoing documents relating to the Bonds (not executed by the City). 4. Findings. It is hereby found, determined and declared that: (a) Based on the Borrower's representations to City, the Project constitutes a project authorized by and described in the Act. (b) There is no litigation pending or, to the City's actual knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Bond Purchase Agreement or the Indenture (collectively, the "City Bond Documents") or questioning the due organization of the City, or the powers or authority of the City to • issue the Bonds and undertake the transactions contemplated hereby. (c) The execution, delivery and performance of the City's obligations under the City Bond Documents do not and will not violate any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (d) It is desirable that the City's interest in the Loan Agreement be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (e) Under the provisions of the Act, and as provided in the City Bond Documents, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a general or moral obligation of the City or a charge, lien or encumbrance, • legal or equitable, upon any property of the City (other than the interest of the City in the loan repayments to be made by the Borrower under the Loan Agreement); and each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall 2419255vl 3 • not constitute or give rise to a charge against the general credit or taxing powers of the City. 5. Approval and Execution of Documents. The form of Bond and the City Bond Documents are approved. The City Bond Documents are authorized to be executed in the name and on behalf of the City by the Mayor and the Clerk, at such time, if any, as they may deem appropriate, or executed or attested by other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof; and then shall be delivered to the Trustee. Modifications to the form of Mortgage may be made at the discretion of the parties thereto. 6. Approval, Execution and Delivery of Bonds. The City is authorized to issue the Bonds, in an aggregate principal amount not to exceed $36,000,000 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; provided, however, that the initial aggregate principal amount of and the maturities of the Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture, to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 40 years and the highest interest rate on the Bonds shall not exceed 8%. The Underwriter will agree pursuant to • the provisions of the Bond Purchase Agreement and sub Enclosed is the original Note relating to the above referenced matter. The delivery instructions will be sent to you via email once I receive them.ject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and such purchase price is hereby accepted. The Mayor and Clerk are authorized to execute the Bonds as prescribed in the Indenture at such time, if any, as they may deem appropriate, and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by the Indenture, for authentication, registration and delivery to the Underwriter. 7. Official Statement. As requested by the Underwriter, the City hereby consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy, completeness or sufficiency of such information. 8. Certificates, etc. The Mayor, Clerk and other officers of the City are authorized at such time, if any, as they may deem appropriate, to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 2419255vl 4 • PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 16TH DAY OF NOVEMBER, 2009. PRESIDENT OF SAID COMMON COUNCIL ATTEST: CITY CI,ElkK Approved this f lit day of November, 2009. MAYOR OF SAID CITY • 2419255vl 5