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
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*** 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)
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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
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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.
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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
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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.)
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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.
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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.
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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
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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:
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