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HomeMy Public PortalAboutResolution 2019-29, Authorizing Execution Of Memorandum Of Agreement With WellSpire, LLC, Fixing Date For Public Hearing, Issuance Of Revenue Bonds Or Notes Pursuant Chapter 419 Of Iowa Code Resolution 2019-29: Memorandum of Understanding with Wellspire LLC RESOLUTION NO. 2019-29 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH WELLSPIRE,LLC, AND FIXING A DATE FOR A HEARING ON THE PROPOSED ISSUANCE OF REVENUE BONDS OR NOTES PURSUANT TO CHAPTER 419 OF THE IOWA CODE. WHEREAS,the City of Riverdale, State of Iowa(the"Issuer"), is a municipal corporation and political subdivision of the State of Iowa authorized and empowered by the provisions of Chapter 419 of the Code of Iowa, as amended (the "Act"), to issue revenue bonds or notes for a project located within, or within eight miles of, the Issuer for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment suitable for the use of any facility for an organization described in Section 501(c)(3) of the Internal Revenue Code (the "Code") which is exempt from federal income tax under Section 501(a) of the Code (a "Tax Exempt Organization") and to refund any bonds issued pursuant to the Act and any existing indebtedness relating to such facilities and paying costs of issuance associated therewith; and WHEREAS, the Issuer has been requested by WellSpire, LLC or an affiliate thereof(the "Borrower"), a Tax Exempt Organization, to issue its revenue bonds or notes in an aggregate principal amount not to exceed $10,000,000 (the "Bonds") for the purpose of providing funds to the Borrower (a) to finance a portion of the costs of constructing, equipping and furnishing facilities of a senior living campus consisting of approximately 100 independent living apartments, 32 assisted living suites and a 40 bed nursing facility, including the retirement of any existing indebtedness related thereto (the "Project") to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa and (b)to pay costs of issuance of the Bonds; and WHEREAS, it is proposed to finance the foregoing through the issuance of the Bonds and to loan the proceeds from the sale of the Bonds to the Borrower pursuant to a Loan Agreement between the Issuer and the Borrower, the obligations of which will be sufficient to provide for a portion of the financing the Project and paying for costs of issuance; and WHEREAS, the Bonds, if issued, shall be limited obligations of the Issuer, and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers, and the principal of, interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from the Loan Agreement; and WHEREAS, a Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto, has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such Agreement, to pursue proceedings necessary under the Act to issue the Bonds for such purpose and the Memorandum of Agreement does not legally commit the Issuer to issue the Bonds; NOW, THEREFORE, IT IS RESOLVED by the City Council of the Issuer, as follows: Section 1. The Memorandum of Agreement in the form and with the contents set forth in Exhibit A attached hereto is hereby approved, and the Mayor is hereby authorized to execute -2 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa *** Proof of Publication *** STATE OF IOWA SCOTT COUNTY, } ss. The undersigned, being first duly sworn, on oath does say that he/she is an authorized employee of THE QUAD -CITY TIMES, morning edition, a daily newspaper printed and published by Lee Enterprises, Incorporated, in the City of Davenport, Scott County, Iowa, and that a notice, a printed copy of which is made a part of this affidavit, was published in said THE QUAD -CITY TIMES, on the dates listed below. CITY OF RIVERDALE Mary Frances Blevins 110 Manor Drive Riverdale, IA 52722 ORDER NUMBER 51020 The affiant further deposes and says that all of the facts set forth in the foregoing affidavit are true as he/she verily believes. Ate, -\cans, Section: Notices & Legals Category: 2520 Miscellaneous Notice PUBLISHED ON: 09/12/2019 TOTAL AD COST: FILED ON: 35.16 9/13/2019 Subscribed and sworn to before me by said affiant this 13 day of VeeMlj elr 20A. Notary Pdiblic in and for Scott County, Iowa NOTICE OF INTENTION TO ISSUE REVENUE BONDS OR NOTES The City Council of Riverdale, Iowa, (the "Issuer") will meet on the 8th day of October, 2019, at 7:00 p.m, o'clock p.m., at City Hall, 110 Manor Drive in Riverdale, Iowa, for the purpose of conducting a public hearing on the proposal to issue revenue bonds or notes, of the Issuer in the aggregate principal amount not to exceed $10,000,000 (the "Bonds") and to loan said amount to WeiSpire, LLC or an affiliate thereof (the 'Borrowe"), for the purpose of providing funds to the Borrower (a) to finance a portion of the costs of constructing, equipping and furnishing facilities of a senior living campus consisting of approximately 100 Independent living apartments, 32 assis- ted living suites and a 40 bed nursing facility, including the retirement of any existing indebtedness related thereto (the "Project") to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa and (b) to pay costs of issuance of the Bonds. The Project will be owned by the Borrower. The Bonds, when issued, will be limited obligations and will not constitute general obligations of the Issuer nor will they be payable in any manner by taxation, but the Bonds will be payable solely and only from amounts received by the Issuer pursuant to a Loan Agreement between the Issuer and the Borrower, the obligations of which wit be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due. At the time and place, oral or written objections from any resident or property owner of the Issuer may be presented. At such meeting or any adjournment thereof, the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bonds. Written comments may also be submitted to the Issuer at City Hall, 110 Manor Drive, Riverdale, lowa 52722. Written comments must be received by the above hearing date, By order of the City Council of Riverdale, Iowa, is/ Mary Frances Blevins City Clerk z gat rows. sF CHERYL LOU SCHEMMEL Commission Number 815098 • My Commission Expires February 04, 2022 Resolution 2019-29: Memorandum of Understanding with Wellspire LLC said Memorandum of Agreement and the City Clerk is hereby authorized to attest the same and to affix the seal of the Issuer thereto; said Memorandum of Agreement, which constitutes and is hereby made a part of this Resolution, to be in substantially the form, text and containing the provisions set forth in Exhibit A attached hereto. Section 2. Officials of the Issuer are hereby authorized to take such further action as may be necessary to carry out the intent and purpose of the Memorandum of Agreement. The final decision whether to issue the Bonds and the final amount of the Bonds shall be subject to further action by this Council. Section 3. This Council shall meet on the 8th day of October, 2019, at City Hall in Riverdale, Iowa, at 7:00 o'clock p.m., at which time and place any resident or property owner of the Issuer may present oral or written objections on the proposal to issue the Bonds referred to in the preamble hereof. Section 4. The Clerk is hereby directed to give notice of intention to issue the Bonds, setting forth the amount and purpose thereof, the time when and place where the hearing will be held, by publication at least once not less than fifteen (15) days prior to the date fixed for the hearing, in a newspaper published and having a general circulation within the Issuer. The notice shall be in substantially the following form: (This space left blank intentionally) - 3 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC NOTICE OF INTENTION TO ISSUE REVENUE BONDS OR NOTES The City Council of Riverdale, Iowa, (the "Issuer") will meet on the 8th day of October, 2019, at 7:00 o'clock p.m., at City Hall, 110 Manor Drive in Riverdale, Iowa, for the purpose of conducting a public hearing on the proposal to issue revenue bonds or notes, of the Issuer in the aggregate principal amount not to exceed $10,000,000 (the "Bonds") and to loan said amount to WellSpire, LLC or an affiliate thereof(the "Borrower"), for the purpose of providing funds to the Borrower (a) to finance a portion of the costs of constructing, equipping and furnishing facilities of a senior living campus consisting of approximately 100 independent living apartments, 32 assisted living suites and a 40 bed nursing facility, including the retirement of any existing indebtedness related thereto (the "Project") to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa and (b) to pay costs of issuance of the Bonds. The Project will be owned by the Borrower. The Bonds, when issued, will be limited obligations and will not constitute general obligations of the Issuer nor will they be payable in any manner by taxation, but the Bonds will be payable solely and only from amounts received by the Issuer pursuant to a Loan Agreement between the Issuer and the Borrower,the obligations of which will be sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due. At the time and place,oral or written objections from any resident or property owner of the Issuer may be presented. At such meeting or any adjournment thereof, the Issuer shall adopt a resolution determining whether or not to proceed with the issuance of the Bonds. Written comments may also be submitted to the Issuer at City Hall, 110 Manor Drive, Riverdale, Iowa 52722. Written comments must be received by the above hearing date. By order of the City Council of Riverdale, Iowa. /s/Mary Frances Blevins City Clerk -4 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Welispire LLC Section 5. On the basis of representations of the Borrower, the Issuer declares (a) that the Borrower intends to undertake the Project; (b) that other than (i) expenditures to be paid or reimbursed from sources other than the Bonds, or (ii) expenditures made not earlier than 60 days prior to the date of this Resolution (or other qualifying reimbursement resolution), or (iii) expenditures amounting to the lesser of $100,000 or 5% of the proceeds of the Bonds, or (iv) expenditures constituting preliminary expenditures as defined in Section 1.150-2(0(2) of the Regulations, no expenditures for the Project have heretofore been made by the Borrower and no expenditures will be made by the Borrower until after the date of this Resolution (or other qualifying reimbursement resolution); and (c) that the Borrower reasonably expects to reimburse the expenditures made for costs of the Project out of the proceeds of the Bonds. This declaration is a declaration of official intent adopted pursuant to Section 1.150-2 of the Regulations. Section 6. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved August 27, 2019. Michael Bawden, Mayor Attest: J Mary ces Blevins, City Clerk ***Other Business*** On motion and vote,the meeting adjourned. - 5 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC STATE OF IOWA COUNTY OF SCOTT SS: CITY OF RIVERDALE I,the undersigned,do hereby certify that I am the duly appointed, qualified and acting City Clerk of the aforementioned City and that as such I have in my possession or have access to the complete official records of said City and of its Council and officers; and that I have carefully compared the transcript hereto attached with the aforesaid official records and that said transcript hereto attached is a true,correct and complete copy of all of the official records showing the action taken by the City Council of said City to authorize the execution of a Memorandum of Agreement by and between WellSpire, LLC and said City and to set a public hearing date as set forth therein. WITNESS my hand and the seal of said City hereto affixed this 23rd day of October, 2019. vlL1/�''d1 Mary rances Blevins, City Clerk (Sea'I)c r - 6 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC STATE OF IOWA COUNTY OF SCOTT SS: CITY OF RIVERDALE I, the undersigned, City Clerk of the aforementioned City, do hereby certify that I caused a notice of which the printed slip annexed to the publisher's affidavit hereto attached, is a true and complete copy, to be published in the Quad City Times, a legal newspaper, printed wholly in the English language, published in said City and of general circulation in such City as evidenced by the said affidavit. WITNESS my hand and the seal of the aforementioned City hereto affixed this 12th day of September, 2019. rt --„ vd \?.1 -:•_••• ! Mary Fraes Blevins, City Clerk (Seal)`' rLLg p 1 (PLEASE NOTE: This certificate must be dated as of or subsequent to the actual date of publication of the notice.) - 7 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Riverdale, Iowa (the "Issuer") and WellSpire, LLC (the "Borrower"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) The Issuer is authorized by Chapter 419 of the Code of Iowa, as amended (the "Act") to issue revenue bonds or notes for a project located within, or within eight miles of, the Issuer for the purpose of financing the cost of acquiring, by construction or purchase, land, buildings, improvements and equipment suitable for the use of any facility for an organization described in Section 501(c)(3) of the Internal Revenue Code (the "Code") which is exempt from federal income tax under Section 501(a) of the Code (a "Tax Exempt Organization"), refunding any bonds issued pursuant to the Act and any existing indebtedness relating to such facilities, and paying costs of issuance associated therewith. (b) The Borrower, a Tax Exempt Organization, wishes to obtain satisfactory assurance from the Issuer that, subject to the public hearing required by the Act and Section 147(f) of the Code, and to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts conditions and things required to exist, happen or be performed precedent to and in connection therewith in due time, form and manner as required by law, such bonds or notes will be issued by the Issuer in a principal amount not to exceed $10,000,000 (the "Bonds") for the purpose of providing funds to the Borrower (a) to finance a portion of the costs of constructing, equipping and furnishing facilities of a senior living campus consisting of approximately 100 independent living apartments, 32 assisted living suites and a 40 bed nursing facility, including any existing indebtedness related thereto (the"Project")to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa and (b) to pay costs of issuance of the Bonds. - 8 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC 2. Undertakings on the Part of the Issuer. (a) The Issuer will begin the proceedings necessary to authorize the issuance of the Bonds in an aggregate principal amount not to exceed $10,000,000. (b) Subject to due compliance with all requirements of law, including the provisions of and the public hearing required by the Act, it will cooperate with the Borrower in the issuance and sale of such Bonds, and the proceeds from the issuance of such Bonds shall be loaned to the Borrower upon such terms sufficient to pay the principal of and interest and redemption premium, if any, on such Bonds, as and when the same shall become due all as shall be authorized by law and mutually satisfactory to the Borrower and the Issuer. (c) The Issuer shall determine when, in what amount, and if the Bonds may be issued without causing the Issuer to lose its qualification as a"qualified small issuer"within the meaning of Section 265(b)(3)(C) of the Code. 3. Undertakings on the Part of the Borrower. (a) It will use all reasonable efforts to cooperate with the Issuer and comply with the Act and all other provisions of law relating to financing the Project and the issuance and sale of such Bonds. (b) It will enter into a Loan Agreement with the Issuer under the terms of which it will obligate itself to pay to the Issuer sums sufficient to pay the principal of and interest and redemption premium, if any, on such Bonds as and when the same shall become due and payable, such instrument to contain other provisions required by law and such other provisions as shall be mutually acceptable to the Issuer and the Borrower. (c) It will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertaking or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments on the part of the Issuer and the Borrower herein are subject to the condition that on or before one year from the date hereof(or such other date as shall be mutually agreed to) the Issuer and the Borrower shall have agreed to mutually acceptable terms relating to the issuance and sale of such Bonds, and mutually acceptable terms and conditions of the documents and proceedings referred to in paragraphs 2 and 3 hereof (b) The Borrower agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at its request arising from the execution of this Agreement and the performance by the Issuer of its obligation hereunder, including, but not limited to, legal fees,printing and publication costs and filing fees arising from the execution of this Agreement and the performance, or preparation to perform by the Issuer of its obligations hereunder, done at the request of the Borrower, whether or not such Bonds are issued. In addition,the Borrower shall pay the Issuer an issuance fee in the amount determined by the Issuer, if and when the Bonds are issued,to be paid at the time of the closing of the Bonds. - 9 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Resolution 2019-29: Memorandum of Understanding with Wellspire LLC (c) All commitments of the Issuer hereunder are further subject to the conditions that the Issuer, and its elected and appointed officials, shall in no event incur any liability for any act or omission hereunder, and that such Bonds described herein shall not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory provision and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers. The execution of this Memorandum of Agreement by the Issuer is not intended to nor does it create a binding commitment on the part of the Issuer to proceed with the issuance of the Bonds. It is further understood that the issuance of the Bonds is subject to further review by the City Council of the Issuer and compliance with all provisions of the Act, including the holding of a public hearing with respect thereto. (d) Preparation of all resolutions, agreements, instruments, certificates, or other documents in final form for adoption and execution shall be the sole responsibility of Bond Counsel. (e) In the event Sections 145 and 146 of the Code restrict the aggregate principal amount of Bonds for Tax-Exempt Organizations which the Issuer may issue in any calendar year, the Issuer may, in its discretion, rescind its commitments under Paragraph 2 hereof, without liability on the part of the Issuer. Dated as of the 27th day of August, 2019. CITY OF RIVERDALE, IOWA Michael Bawden, Mayor Attest: Mary Fces Blevins, City Clerk (Seal) t,,: WELLSPIRE, LLC -;.: By: Authorized Representative - 10 - Error!Unknown document property name. Prepared by Dorsey&Whitney,LLP,Des Moines,Iowa Memorandum of Agreement and Setting Date for Hearing Riverdale, Iowa August 27, 2019 The City Council of Riverdale, Iowa, met in regular session on the above date at 7:00 o'clock, p.m., at City Hall in Riverdale, Iowa. The meeting was called to order and there were present the Mayor and the following named Council Members: Present: Cheryl Channon,Paul D'Camp,Anthony Heddlesten,Kelly Krell,Douglas Littrel Absent: None ***Other Business*** Matters were discussed relative to a financing pursuant to Chapter 419 of the Iowa Code. Whereupon, Council Member Cheryl Channon introduced the following resolution and moved its adoption, seconded by Council Member Douglas Littrel; and after due consideration thereof by the Council, the Mayor put the question upon the motion and the roll being called, the following named members of the Council voted: Ayes: Channon, D'Camp, Heddlesten, Krell, Littrel Nays: None Whereupon,the Mayor declared the said motion duly carried and the resolution adopted as follows: -1- Error!Unknown document property name.