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HomeMy Public PortalAboutResolution 2019-57,Authorizing Loan Agreement & Issuing Healthcare Facilities Revenue Bond (WellSpire) , Series 2019A Riverdale,WellSpire,LLC,Proc Hrg Auth Issuance 509155\00006\4828-1499-5117\2 MINUTES AUTHORIZING LOAN AGREEMENT AND ISSUING HEALTHCARE FACILITIES REVENUE BOND Riverdale, Iowa December 10, 2019 The City Council of Riverdale, Iowa, met in regular session on December 10, 2019, at 7:00 o'clock p.m., at the City Hall, Riverdale, Iowa. The meeting was called to order by the Mayor and the roll being called, there were present the Mayor and the following named Council Members: Present: Cheryl Channon, Paul D'Camp, Anthony Heddlesten, Kelly Krell Absent: Douglas Littrel * * * Other Business * * * Council Member Anthony Heddlesten introduced the following resolution and moved its adoption, seconded by Council Member Cheryl Channon; and after due consideration thereof by the Council, the Mayor put the question on the motion and upon the roll being called, the following named Council Members voted: Ayes: Cheryl Channon, Paul D'Camp, Anthony Heddlesten, Kelly Krell Nays: None Whereupon, the Mayor declared the motion carried and the resolution duly adopted in substantially the form hereinafter set out. -1- DORSEY &WHITNEY,ATTORNEYS,DES MOINES,IOWA RESOLUTION 2019-57 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $10,000,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BOND (WELLSPIRE- BETTENDORF PROJECT), SERIES 2019A OF THE CITY OF RIVERDALE, IOWA, FOR THE PURPOSE OF LENDING THE PROCEEDS THEREOF TO THE BORROWER; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND THE BORROWER PROVIDING FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BOND AND THE SECURING OF SAID REPAYMENT OBLIGATION; THE SALE OF SAID BOND; THE EXECUTION OF AN ASSIGNMENT AND PLEDGE AGREEMENT;AND THE EXECUTION OF OTHER DOCUMENTS RELATED THERETO WHEREAS, the City of Riverdale, in the County of Scott, State of Iowa (the "Issuer"), is an incorporated municipality 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, or any interest therein, 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"), to refund any bonds issued pursuant to the Act, and to retire any existing indebtedness on a facility for a Tax Exempt Organization; and WHEREAS, the Issuer has been requested by WellSpire, LLC, or an affiliate thereof(the "Borrower"), a Tax Exempt Organization, to issue revenue bonds or notes, in one or more series, in an aggregate principal amount not to exceed $10,000,000 (the "Bond") pursuant to the Act 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 to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa including the retirement of existing indebtedness related thereto (the "Project") and (b) to pay costs of issuance of the Bond; and WHEREAS,the Issuer has determined that the amount necessary to defray all or a portion of the cost of the foregoing will require the issuance by the Issuer of the Bond, pursuant to the provisions of the Act, and it is proposed that the Issuer loan the proceeds of the Bond to the Borrower pursuant to a Loan Agreement between the Issuer and the Borrower pursuant to which loan payments will be made by the Borrower in amounts sufficient to pay the principal of and interest and premium, if any, on the Bond, as and when the same shall be due; and WHEREAS, the Bond, if issued, shall be a limited obligation 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 and interest and premium, if any, on the Bond shall be payable solely out of the revenues derived from the aforementioned Loan Agreement or otherwise as provided therein; and WHEREAS, pursuant to published notice of intention, this City Council has previously conducted a public hearing, as required by Section 419.9 of the Act and Section 147(f) of the Internal Revenue Code, and this City Council deems it necessary and advisable to proceed with the issuance of the Bond and the loan of the proceeds of the Bond to the Borrower; and WHEREAS, the Borrower is negotiating with West Bank (or such other lead lender selected by the Borrower, the "Lender") to purchase the Bond; NOW, THEREFORE, IT IS RESOLVED by the City Council of the Issuer, as follows: Section 1. In order to finance the Project and pay costs of issuance associated thereto, the Bond, in an aggregate principal amount not to exceed $10,000,000, is hereby authorized and ordered to be issued by the Issuer in substantially the form as has been presented to and considered by this Council and containing substantially the terms and provisions set forth therein, the Bond actually issued to be in an aggregate principal amount not to exceed $10,000,000 and an initial interest rate which will produce an initial net interest cost of not to exceed 5%per annum as may be determined by the Borrower and the Lender on or prior to the date of issuance and delivery of the Bond. The execution and delivery of the Bond by the Mayor and City Clerk shall constitute approval thereof by the Issuer and the Mayor and City Clerk are hereby authorized and directed to approve such amount and rates, within the foregoing limits by and on behalf of the Issuer. Section 2. The Issuer shall loan to the Borrower the proceeds of the Bond pursuant to a Loan Agreement in substantially the form as has been presented to and considered by this Council (the "Loan Agreement") and containing substantially the terms and provisions set forth therein, and the Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement with such changes, modifications, deletions or additions as deemed appropriate by bond counsel. Section 3. Pursuant to an Assignment and Pledge Agreement (the "Pledge Agreement")to be entered into between the Issuer and the Lender,the Issuer, among other things, will grant to the Lender a security interest in all of the Issuer's rights,title and interest in and to the Loan Agreement, including, but not limited to, the right to receive Loan Repayments (as defined in the Loan Agreement). The Mayor and City Clerk are hereby authorized and directed to execute and deliver the Pledge Agreement with such changes, modifications, deletions or additions as deemed appropriate by bond counsel. Section 4. The Bond will be a special limited obligation of the Issuer. The Bond shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the Issuer be subject to any liability thereon. No holder of the Bond shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Bond or the interest thereon,nor to enforce payment thereof against any property of the Issuer. The Bond shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. Section 5. The Loan Agreement,the Pledge Agreement and the Bond are hereby made a part of this Resolution as though fully set forth herein and are hereby approved in substantially the forms presented to the City Council. The Mayor and City Clerk are authorized and directed to execute, acknowledge, and deliver said documents on behalf of the Issuer with such changes, insertions and omissions therein as the Borrower, the Lender and bond counsel may deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof. Section 6. The Mayor and City Clerk are authorized and directed to execute and deliver all other agreements, certificates and documents which may be required under the terms of the Loan Agreement, Pledge Agreement and the Bond, or by bond counsel, and to take any other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. Section 7. In order to qualify the Bond as a "qualified tax exempt obligation" within the meaning of Section 265(b)(3) of the Code, the Issuer hereby makes the following factual statements and representations: (A) The Issuer hereby designates the Bond as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code; (B) The reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(c) of the Code) which will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during this calendar year 2019 will not exceed $10,000,000; and (C) Not more than$10,000,000 of obligations issued by the Issuer during this calendar year 2019 (including the Bond) have been designated for purposes of Section 265(b)(3) of the Code. Section 8. That the provisions of this Resolution are hereby declared to be separable and if any action, phrase or provision shall for any reason by declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 9. All resolutions or parts thereof in conflict herewith are repealed, to the extent of such conflict. Section 10. That this Resolution shall become effective immediately upon its passage and approval. Passed and approved December 10, 2019. ITY ..:.VE' ALE IOWA V4,144.,cio ichael Bawden, Mayor Attest: Mary/trances Blevins, City Clerk CDORSEY'" CRISTINA KUHN (515)699-3273 kuhn.cristina@dorsey.com December 4, 2019 Mary Frances Blevins City of Riverdale, Iowa 110 Manor Drive Riverdale, Iowa 52722 Re: WellSpire Project Dear Mary Frances: Enclosed please find the signature pages and draft documents for execution by the City Clerk and the Mayor. These documents are referenced in the authorizing resolution for December 10, 2019, and will be finalized prior to the closing date of December 31, but are in substantially final form. We have enclosed multiple copies of each page that needs to be executed. The corresponding signature pages for execution are clipped to the front of the draft document. 1. Loan Agreement. Please have each signature page signed. 2. Series 2019C Bond. Please have each signature page signed. Please note that the City Clerk must sign in two places. 3. Assignment and Pledge Agreement. Please sign and have each signature page signed. 4. Closing Certificate of the Issuer. Please have each signature page signed. 5. Arbitrage Certificate. Please have each signature page signed. 6. Agreement to Purchase. Please have each signature page signed. Please return all of the signed pages to us in the enclosed overnight mailer no later than December 20, 2019, and we will hold the signature pages for closing. Please contact us if this time frame is problematic. The draft documents do NOT need to be returned. We will provide the City with a final transcript containing copies of all final documents after closing. Thank you for all of your cooperation with this financing and please call us if you have any questions. est regards, ristina Kuhn CKiso Enclosures 8oi Grand Avenue I Suite 4100 I Des Moines,IA 150309-2790 I T 515.283.1000 I F 515.283.1060 I dorsey.com RESOLUTION 2019-57 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $10,000,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH CARE FACILITIES REVENUE BOND (WELLSPIRE- BETTENDORF PROJECT), SERIES 2019A OF THE CITY OF RIVERDALE, IOWA, FOR THE PURPOSE OF LENDING THE PROCEEDS THEREOF TO THE BORROWER; THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND THE BORROWER PROVIDING FOR THE REPAYMENT OF THE LOAN OF THE PROCEEDS OF SAID BOND AND THE SECURING OF SAID REPAYMENT OBLIGATION; THE SALE OF SAID BOND; THE EXECUTION OF AN ASSIGNMENT AND PLEDGE AGREEMENT;AND THE EXECUTION OF OTHER DOCUMENTS RELATED THERETO WHEREAS, the City of Riverdale, in the County of Scott, State of Iowa (the "Issuer"), is an incorporated municipality 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, or any interest therein, 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"), to refund any bonds issued pursuant to the Act, and to retire any existing indebtedness on a facility for a Tax Exempt Organization; and WHEREAS, the Issuer has been requested by WellSpire, LLC, or an affiliate thereof(the "Borrower"), a Tax Exempt Organization, to issue revenue bonds or notes, in one or more series, in an aggregate principal amount not to exceed $10,000,000 (the "Bond") pursuant to the Act 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 to be located at the intersection of 53rd Avenue and Middle Road, Bettendorf, Iowa including the retirement of existing indebtedness related thereto (the "Project") and (b) to pay costs of issuance of the Bond; and WHEREAS, the Issuer has determined that the amount necessary to defray all or a portion of the cost of the foregoing will require the issuance by the Issuer of the Bond, pursuant to the provisions of the Act, and it is proposed that the Issuer loan the proceeds of the Bond to the Borrower pursuant to a Loan Agreement between the Issuer and the Borrower pursuant to which loan payments will be made by the Borrower in amounts sufficient to pay the principal of and interest and premium, if any, on the Bond, as and when the same shall be due; and WHEREAS, the Bond, if issued, shall be a limited obligation 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 and interest and premium, if any, on the Bond shall be payable solely out of the revenues derived from the aforementioned Loan Agreement or otherwise as provided therein; and WHEREAS, pursuant to published notice of intention, this City Council has previously conducted a public hearing, as required by Section 419.9 of the Act and Section 147(f) of the Internal Revenue Code, and this City Council deems it necessary and advisable to proceed with the issuance of the Bond and the loan of the proceeds of the Bond to the Borrower; and WHEREAS, the Borrower is negotiating with West Bank (or such other lead lender selected by the Borrower, the "Lender") to purchase the Bond; NOW, THEREFORE, IT IS RESOLVED by the City Council of the Issuer, as follows: Section 1. In order to finance the Project and pay costs of issuance associated thereto, the Bond, in an aggregate principal amount not to exceed $10,000,000, is hereby authorized and ordered to be issued by the Issuer in substantially the form as has been presented to and considered by this Council and containing substantially the terms and provisions set forth therein, the Bond actually issued to be in an aggregate principal amount not to exceed $10,000,000 and an initial interest rate which will produce an initial net interest cost of not to exceed 5% per annum as may be determined by the Borrower and the Lender on or prior to the date of issuance and delivery of the Bond. The execution and delivery of the Bond by the Mayor and City Clerk shall constitute approval thereof by the Issuer and the Mayor and City Clerk are hereby authorized and directed to approve such amount and rates, within the foregoing limits by and on behalf of the Issuer. Section 2. The Issuer shall loan to the Borrower the proceeds of the Bond pursuant to a Loan Agreement in substantially the form as has been presented to and considered by this Council (the "Loan Agreement") and containing substantially the terms and provisions set forth therein, and the Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement with such changes, modifications, deletions or additions as deemed appropriate by bond counsel. Section 3. Pursuant to an Assignment and Pledge Agreement (the "Pledge Agreement")to be entered into between the Issuer and the Lender,the Issuer, among other things, will grant to the Lender a security interest in all of the Issuer's rights,title and interest in and to the Loan Agreement, including, but not limited to, the right to receive Loan Repayments (as defined in the Loan Agreement). The Mayor and City Clerk are hereby authorized and directed to execute and deliver the Pledge Agreement with such changes, modifications, deletions or additions as deemed appropriate by bond counsel. Section 4. The Bond will be a special limited obligation of the Issuer. The Bond shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the Issuer be subject to any liability thereon. No holder of the Bond shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Bond or the interest thereon,nor to enforce payment thereof against any property of the Issuer. The Bond shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. Section 5. The Loan Agreement,the Pledge Agreement and the Bond are hereby made a part of this Resolution as though fully set forth herein and are hereby approved in substantially the forms presented to the City Council. The Mayor and City Clerk are authorized and directed to execute, acknowledge, and deliver said documents on behalf of the Issuer with such changes, insertions and omissions therein as the Borrower, the Lender and bond counsel may deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof Section 6. The Mayor and City Clerk are authorized and directed to execute and deliver all other agreements, certificates and documents which may be required under the terms of the Loan Agreement, Pledge Agreement and the Bond, or by bond counsel, and to take any other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof Section 7. In order to qualify the Bond as a "qualified tax exempt obligation" within the meaning of Section 265(b)(3) of the Code, the Issuer hereby makes the following factual statements and representations: (A) The Issuer hereby designates the Bond as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code; (B) The reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(c) of the Code) which will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during this calendar year 2019 will not exceed $10,000,000; and (C) Not more than$10,000,000 of obligations issued by the Issuer during this calendar year 2019 (including the Bond) have been designated for purposes of Section 265(b)(3) of the Code. Section 8. That the provisions of this Resolution are hereby declared to be separable and if any action, phrase or provision shall for any reason by declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 9. All resolutions or parts thereof in conflict herewith are repealed, to the extent of such conflict. Section 10. That this Resolution shall become effective immediately upon its passage and approval. Passed and approved December 10, 2019. VE';ALE, IOWA y� �I ► ichael Bawden, Mayor Attest: V) y �LQiyt � 3,,�GU Mary,Frances Blevins, City Clerk Riverdale,WellSpire,LLC,Proc Hrg Auth Issuance 509155\00006\4828-1499-5117\2 MINUTES AUTHORIZING LOAN AGREEMENT AND ISSUING HEALTHCARE FACILITIES REVENUE BOND Riverdale, Iowa December 10, 2019 The City Council of Riverdale, Iowa, met in regular session on December 10, 2019, at 7:00 o'clock p.m., at the City Hall, Riverdale, Iowa. The meeting was called to order by the Mayor and the roll being called, there were present the Mayor and the following named Council Members: Present: Cheryl Channon, Paul D'Camp, Anthony Heddlesten, Kelly Krell Absent: Douglas Littrel * * * Other Business * * * Council Member Anthony Heddlesten introduced the following resolution and moved its adoption, seconded by Council Member Cheryl Channon; and after due consideration thereof by the Council, the Mayor put the question on the motion and upon the roll being called, the following named Council Members voted: Ayes: Cheryl Channon, Paul D'Camp, Anthony Heddlesten, Kelly Krell Nays: None Whereupon, the Mayor declared the motion carried and the resolution duly adopted in substantially the form hereinafter set out. -1- DORSEY & WHITNEY,ATTORNEYS,DES MOINES,IOWA IN WITNESS WHEREOF, the Issuer has caused this Purchase Agreement to be executed in its name, all as of the Dated Date. CITY OF RIVERDALE, IOWA ‘` 'ayor Attest: By W/OLtv7����cc�v �� v City Clrk [Execution Page for Agreement to Purchase] IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed on the Dated Date. CITY OF RIVERDALE, IOWA By: ayor Attest: By: MOV-9 City Clefk [Execution Page for Arbitrage Certificate] IN WITNESS WHEREOF, the Issuer has caused this Certificate to be duly executed as of the date and year first above written. CITY OF RIVERDALE, IOWA Mayor Attest: By % lof-r �.)-(A1 Citytlerk [Execution Page for Closing Certificate of the Issuer] Riverdale/Loan Agt. IN WITNESS WHEREOF, the Issuer has caused this Loan Agreement to be executed in its name, all as of the date first above written. CITY OF RIVERDALE, IOWA 1 By Mayor Attest: By City Clerk [Execution Page for Loan Agreement] IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Bond do exist, have happened and have been performed in regular and due form as required by law. IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed by the signatures of its Mayor and City Clerk all as of the Dated Date hereof. CITY OF RIVERDALE, IOWA By . ayor Attest: By Y)01,ty-Xa41,CA? \Friiii71) City Cie k PROVISIONS OF REGISTRATION The ownership of the unpaid principal balance of this Bond and the interest accruing therein is registered on the books of the City of Riverdale, Iowa, in the name of the registered Holder last noted below. Date of Name and Address Signature of Registration of Registered Owner the City Clerk West Bank y • Dated Date West Des Moines, Iowa 1)/ ! T4- -cervi 6 IN WITNESS WHEREOF, the Issuer has caused this Pledge Agreement to be duly executed as of the day and year first above written. CITY OF RIVERDALE, IOWA By ayor Attest: By O .4ei tccev City Cleck [Execution Page for Assignment and Pledge Agreement] CITY OF , RIVERDALE • ' ' ovirli 110 MANOR DRIVE • RIVERDALE,IA 52722 'y,� �. PHONE(563)355-2511 rd Memorandum Date: December 12,2019 To: Cristina Kuhn,Dorsey&Whitney Law Firm C: Mayor Bawden,Tim Long,Lisa Kotter From: Mary Frances Blevins Subject: WellSpire Project Dear Cristina, Enclosed are the signature pages and Resolution 2019-57 from the Council Meeting, December io,2019. Thank you for all of your help and if you need more information please call. Sincerely, Mary Frances Blevins