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HomeMy WebLinkAbout07-11-64 • RESOLUTION n -1 1 - 6 4 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $20,000,000 TAX EXEMPT LOAN PARTICIPATION NOTES (BOUTWELLS LANDING CARE CENTER PROJECT), SERIES 2007A AND 2007B BE IT RESOLVED by the City Council of the City of Oak Park Heights (the "City "), as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 469.152 through .1651, 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 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. VSSA Care Center, LLC, a Minnesota limited liability company (the "Company "), has requested that the City assist in financing site improvements and the construction and equipping of an approximately 108 -bed skilled nursing facility (the "Project "). 3. Plan of Financing. On December 29, 2005 the City issued its $10,000,000 Health • Care Revenue Note of 2005 (Boutwells Landing Care Center Project) (the "2005 Note ") to partially finance the Project and designated the 2005 Note as a "qualified tax - exempt obligation." $50,000 was disbursed under the 2005 Note. On December 28, 2006, the City issued its $10,000,000 Health Care Revenue Note of 2006 (Boutwells Landing Care Center Project) (the "2006 Note ") to partially finance the Project and designated the 2006 Note as a "qualified tax - exempt obligation." $50,000 was disbursed under the 2006 Note. The Company has proposed to this Council that, in order to refinance the amount disbursed under the 2005 Note and the 2006 Note the City issue its $10,000,000 Tax Exempt Loan Participation Note (Boutwells Landing Care Center Project) Series 2007A and its $10,000,000 Tax Exempt Loan Participation Note (Boutwells Landing Care Center Project) Series 2007B (collectively, the "Notes "). The Notes will be purchased by Piper Jaffray Lending, LLC (the "Lender "). The City and the Lender will enter into a Servicing Agreement dated as of December 1, 2007 (the "Servicing Agreement "). The proceeds of the Notes will be loaned to the Company pursuant to a Loan Agreement dated as of December 1, 2007 among the City, the Company and the Lender (the "Loan Agreement ") and disbursed pursuant to the Disbursing Agreement dated as of December 1, 2007, among the Company, the Lender and First American Title Insurance Company (the "Disbursing Agreement "). Repayment of the Notes will be secured by collateral provided by the Company including the Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents, dated as of December 1, 2007, from the Company to the Lender (the "Mortgage "), by which the Company grants to the Lender a mortgage lien on and security interest in the Project, as security for the payment of the Notes and assigns to the Lender its interests in all leases and rents with respect to the mortgaged property, a • Guaranty Agreement dated as of December 1, 2007, from Presbyterian Homes and Services to 2io848svi • the Lender to secure repayment of the Notes and the Company's obligations under the Loan Agreement, including guaranteeing payment of the costs of constructing the Project and a Pledge Agreement dated as of December 1, 2007 from the Company to the Lender (the "Pledge Agreement "). 4. Documents Presented. Forms of the following documents related to the Notes have been submitted to the City: (a) The Loan Agreement; (b) The Servicing Agreement; (c) The Mortgage (not executed by the City); (d) The Guaranty (not executed by the City); (e) The Disbursing Agreement (not executed by the City); and (f) The Pledge Agreement (not executed by the City). 5. Findines. It is hereby found, determined and declared that: (a) Based on Company representations to the City, the Project constitutes a health care /skilled nursing 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 Notes, the Loan Agreement or the Servicing Agreement (collectively, the "City Note Documents ") or questioning the due organization of the City, or the powers or authority of the City to issue the Notes and undertake the transactions contemplated hereby. (c) The execution, delivery and performance of the City's obligations under the City Note 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 Notes be issued by the City upon the terms set forth in the Servicing Agreement under the provisions of which the City's interest in the Loan Agreement will be pledged to the Lender, as security for the payment of principal of, premium, if any, and interest on the Notes. (e) Under the provisions of the Act, and as provided in the City Note Documents, the Notes are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement, amounts realized under the Mortgage, • the Pledge Agreement and the Guaranty, and moneys in the funds and accounts held by aiogassvi 2 the Lender which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Notes shall ever have the right to compel the exercise of the taxing power of the City to pay the Notes or the interest thereon, nor to enforce payment thereof against any property of the City; the Notes 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 Company under the Loan Agreement); and the Notes issued shall recite that the Notes, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 6. Aunroval and Execution of Documents. The forms of the Notes and the City Note Documents are approved. The City Note Documents are authorized to be executed in the name and on behalf of the City by the Mayor and the City Administrator, 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 Lender. Modifications to the forms of Guaranty, Mortgage, Disbursing Agreement and Pledge Agreement and other collateral security documents may be made at the discretion of the parties thereto. 7. Approval, Execution and Delivery of Note. The City is authorized to issue the Notes, in an aggregate principal amount of not to exceed $20,000,000, in the form and upon the terms set forth in the Servicing Agreement, which terms are for this purpose incorporated in this • resolution and made a part hereof; provided, however, that the interest rates on the Notes shall be as set forth in the final form of the Servicing Agreement, 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 rates exceed eight percent (8 %) per annum. The Lender has agreed to purchase the Notes at par. The Mayor, City Administrator and other City officers are authorized to execute the Notes as prescribed in the Servicing Agreement at such time, if any, as they may deem appropriate, and to deliver them to the Lender, together with a certified copy of this Resolution and the other documents required by the Servicing Agreement, for authentication, registration and delivery to the Lender. 8. Certificates. etc. The Mayor, City Administrator 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 Lender, certified copies of all proceedings and records of the City relating to the Notes, 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. aiosassvi 3 Adopted by the City Council of the City of MPeights, :this 27 day of November, 2007. Mayo Att / City inistrator aiosaasvi 4