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