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HomeMy WebLinkAboutResolution No. 416-03 RESOLUTION RELATING TO SAMARITAN BETHANY, INC.; AUTHORIZING THE SALE AND ISSUANCE OF HOUSING AND HEALTH CARE REVENUE BONDS (SAMARITAN BETHANY, INC. PROJECT), SERIES 2003; AND AUTHORIZING EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING TO SUCH BONDS BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota(the "City"), as follows: Section 1. Recitals and Findings, 1.1 The Council has received a proposal that the City, pursuant to Minnesota Statutes, Chapters 462A and 462C, as amended (the"Acts"), issue its revenue bonds for the purpose of financing a portion or all of the cost of a proposed project (the "Project") on behalf of Samaritan Bethany, Inc., which has represented that it is a qualified 501(c)(3) organization and a nonprofit corporation incorporated under the laws of the State of Minnesota(the-`'Corporation"), consisting of(a) the current refunding of its Nursing Home and Multifamily Housing Revenue. Bonds (Samaritan Bethany, Inc. Project), Series 1996A, which are outstanding in the aggregate principal amount of$2,545,000 as of the date hereof, and its Nursing Home and Multifamily Housing Revenue Bonds (Samaritan Bethany, Inc. Project), Series 1996B, which are outstanding in the aggregate principal amount of$4,085,000 as of the date hereof(together, the "Series 1996 Bonds"), the proceeds of which were used to finance or refinance a combined housing and health • care facility consisting of 95 units of multifamily housing for elderly persons, a 62-unit skilled nursing facility located in downtown Rochester and a 120-bed skilled nursing facility located at Samaritan Bethany Heights (together, the "Facilities") and (b)the financing of improvements to the Facilities. The Corporation has represented to the City that the Facilities are owned and operated by the Corporation and are located at 24 Eighth Street Northwest, 700 Second Avenue Northwest, and 1530 1 lth Ave. Northwest, each in the City. 1.2 At a public hearing on the proposal to undertake the Project and the Housing Program with respect thereto, all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to undertake such project and interested persons were given the opportunity to submit written comments to the Clerk before the time of the hearing. 1.3. The City has been requested to finance the costs of the Project in the maximum aggregate face amount of$7,600,000 by issuing its Housing and Health Care Revenue Bonds, (Samaritan Bethany, Inc. Project), Series 2003A (the "Series 2003A Bonds") and its Taxable Housing and Health Care Revenue Bonds (Samaritan Bethany, Inc. Project), Series 2003B Bonds (the "Series 2003B Bonds"; together with the Series 2003A Bonds, the "Bonds"). The City hereby approves the Housing Program. The issuance of the Bonds is authorized subject to the conditions provided in this Resolution. Section 2. Documents. Forms of the following documents (the"Bond Documents") is relating to the proposed issue of Bonds have now been prepared and submitted to the Council: • (a) an Indenture of Trust, dated as of September 1, 2003 (the "Indenture"), between the City and U.S. Bank National Association, as Trustee (the "Trustee"); (b) a Loan Agreement, dated as of September 1, 2003 (the "Loan Agreement"), between the City and the Corporation; (c) a Bond Purchase Agreement (the "Bond Purchase Agreement") among U.S. Bancorp Piper Jaffray Inc. (the "Underwriter"), the City and the Corporation; and (d) a Preliminary Official Statement, dated as of August 2003 (the "Preliminary Official Statement"). Section 3. Terms and Authorization. r 3.1 It is recognized that as of the date of adoption of this Resolution, the precise aggregate principal amounts, interest rates, maturity dates and amounts, redemption dates and prices, and purchase price of the Bonds have not been finalized. Therefore, the following limitations shall apply: (i) the aggregate principal amount of the Bonds shall not exceed $7,600,000; and (ii) no interest rate for the Bonds shall exceed 7.00%per annum; and (iii)none of the Bonds shall mature later than 30 years from date of issue; and (iv)the purchase price of • the Bonds (exclusive of any"original issue discount") shall not be less than 98% of their principal amount. 3.2 The forms of the Bond Documents (except for the Preliminary Official Statement) are hereby approved. When the details of the Bonds have been finalized pursuant to Section 3.1, the Mayor and City Clerk are hereby authorized, in their discretion and at such time,if any, as they may deem appropriate, in the name and on behalf of the City, to execute and deliver the Loan Agreement, Indenture and Bond Purchase Agreement in substantially the forms thereof now on file with the City; provided that said documents shall be subject to the review and comment of the City's special issuer's counsel for the Bonds, Briggs and Morgan. 3.3 The Bonds shall not constitute an indebtedness, a pecuniary liability, a moral or general obligation, a loan of the credit of the City or a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues specifically pledged to the payment thereof, and each Bond,when, as and if issued, shall recite in substance that the Bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt or pecuniary liability of the City. 3.4 The City hereby consents to the preparation and distribution by the Corporation and the Underwriters of the Preliminary Official Statement and a Final Official Statement. The City has not participated in the preparation of or reviewed, and will not participate in the preparation of or review, the Preliminary Official Statement or the Final Official Statement and has not made and will not make any independent investigation of the facts and statements is provided therein; accordingly, the City assumes no responsibility with respect thereto, including without limitation as to matters relating to the accuracy, completeness or sufficiency of the 2 Preliminary Official Statement or the Final Official Statement. 3.5 The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to the Underwriters and to Bond Counsel 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 relating to the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them. All such certified copies, affidavits and certificates, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 4. Effective Date. This Resolution shall be effective upon its passage. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER THIS 4th DAY OF AUGUST, 2003. P IDENT OF SAID=`COMMON COUNCIL Attest: CITY CLERK Approved this 6Ah day of August, 2003. MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) • 3 • CERTIFICATE AS TO RESOLUTION I, the undersigned,being the duly qualified and acting recording officer of the City of Rochester, Minnesota(the "City"), hereby certify that the attached resolution is a true copy of Resolution No. , entitled: "RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF OF SAMARITAN BETHANY, INC. AND THE RELATED HOUSING PROGRAM; AUTHORIZING THE SALE AND ISSUANCE OF HOUSING AND HEALTH CARE REVENUE BONDS (SAMARITAN BETHANY, INC.PROJECT), SERIES 2003; AND AUTHORIZING EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND OTHER DOCUMENTS RELATING TO SUCH BONDS" (the "Resolution"), on file in the official records of the City in my legal custody; that the Resolution was duly adopted by the Common Council at a meeting held on August 4, 2003, and attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. WITNESS my hand officially this_day of August, 2003. • City Clerk The Mayor stated that this was the time and place fixed by a resolution of this Common Council, adopted on July 7, 2003, for a public hearing to be held on the proposal that the City undertake and finance a project (the "Project") on behalf of and carry out a Housing Program (the "Program") with respect to Samaritan Bethany, Inc., which has represented that it is a qualified 501(c)(3) organization and a nonprofit corporation incorporated under the laws of the State of Minnesota(the "Corporation"), pursuant to Minnesota Statutes, Chapters 462A and 462C, as amended. The Mayor then opened the meeting for the public hearing on the proposal to undertake and finance the Project and Program on behalf of the Borrower. All persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake and finance the Project and Program, in response to which the following persons either appeared, were recognized and made statements, or filed written comments with the Clerk before • the date set for the hearing, summaries of which appear opposite their respective names: Name of Speaker Summary of Views The Clerk [reported that no written comments had been] [read a summary of the written comments]* filed in his office before the date of the hearing. After all persons who wished to do so had stated or filed their views on the proposal, the Mayor declared the public hearing to be closed. *Strike inappropriate language