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HomeMy WebLinkAboutCity Council Resolution 2013-321CERTIFICATION OF MINUTES RELATING TO NURSING HOME REVENUE NOTE (PHS WESTHEALTH, INC. PROJECT), SERIES 2013A Issuer: City of Plymouth, Minnesota Governing body: City Council Kind, date, time and place of meeting: A regular meeting held on October 8, 2013, at 7:00 p.m. at the City Offices. Members present: Deputy Mayor Stein, Councilmembers Johnson, Wosje, Willis, Bildsoe, and Prom Members absent: Mayor Slavik Documents attached: Minutes of said meeting (pages): RESOLUTION NO. 2013-321 RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF OF PHS WESTHEALTH, INC. AND ITS FINANCING UNDER MINNESOTA STATUTES, SECTIONS 469.152 TO 469.165; REFERRING THE PROPOSAL TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR APPROVAL; PROVIDING FOR THE ISSUANCE AND SALE OF NURSING HOME REVENUE NOTE (PHS WESTHEALTH, INC. PROJECT), SERIES 2013A AND EXECUTION OF RELATED DOCUMENTATION I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefiilly compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer on October 8, 2013. City Clerk RESOLUTION NO. 2013-321 RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF OF PHS WESTHEALTH, INC. AND ITS FINANCING UNDER MINNESOTA STATUTES, SECTIONS 469.152 TO 469.165; REFERRING THE PROPOSAL TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR APPROVAL; PROVIDING FOR THE ISSUANCE AND SALE OF NURSING HOME REVENUE NOTE (PHS WESTHEALTH, INC. PROJECT), SERIES 2013A AND EXECUTION OF RELATED DOCUMENTATION BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: SECTION 1 Recitals and Findings 1.1. This Council has previously given preliminary approval to a proposal that the City, pursuant to Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "Act'), issue its revenue bonds described in the title of this resolution (the "Bonds") for the purpose of financing a portion or all of the cost of a proposed project (the "Project') on behalf of PHS WestHealth, Inc., a Minnesota nonprofit corporation (the "Corporation"), consisting of (a) the constriction and equipping of an approximately 50 -bed skilled nursing facility to be located on the WestHealth/Allina Health Campus at 2855 Campus Drive in the City; and (b) the financing of costs of issuance of the Bonds working capital, capitalized interest, if any, on the Bonds and a reserve fiind, if required for the Bonds. 1.2. At a public hearing, duly noticed and held on August 13, 2013, in accordance with Section 469.154, Subdivision 4 of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, on the proposal to undertake and finance the Project, all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to undertake and finance the Project and interested persons were given the opportunity to submit written comments to the City Manager before the time of the hearing. 1.3. The City hereby gives final approval to issuance of the Bonds in an amount not to exceed $10,000,000. SECTION 2 Approval of Documentation 2. 1. Approval of Bond Documents. Forms of the following documents relating to the issuance of the Bonds (the "Bond Documents") have been submitted to this Council and are now on file in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement"), between the City, the Corporation, Piper Jaffray Lending LLC, as lender (the "Lender") and Piper Jaffray Lending LLC, as servicer (the "Servicer") whereby, among other things, the City has agreed to sell the Bonds to provide funds to be loaned to the Corporation to pay the costs of the Project, and the Corporation has agreed to make loan repayments sufficient to pay debt service on the Bonds when due, and to pay related costs, expenses and fees of the City; (b) a Servicing Agreement (the "Servicing Agreement"), between the City, the Corporation, the Lender, the Servicer and the City of New Hope, Minnesota, as issuer of certain obligations the proceeds of which are to be applied to the Project; (c) the Bonds. The forms of Bond Documents referred to above are approved. The rate of the Bonds shall not exceed 6.00%. The Bond Documents required to be executed by the City shall be executed in the name and on behalf of the City by the Mayor and City Manager in substantially the form on file, but with such changes therein, not inconsistent with the Act or other law or this Resolution, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Mayor and the City Manager are also authorized and directed to execute such closing certificates and other documents as may be necessary to complete the issuance and delivery of the Bonds, such officers' approval of which shall be conclusively evidenced by the execution thereof. In the absence or disability of the Mayor or City Manager, the acting Mayor or City Clerk, respectively, are authorized to execute documents in their place. 2.2. Approval of Application. The Application to the Department of Employment and Economic Development (the "Department"), with attachments, is hereby approved, and the Mayor and City Clerk are authorized to execute said documents on behalf of the City. In accordance with Section 469.154, Subdivision 3 of the Act, the Mayor and City Clerk are hereby authorized and directed to cause the Application to be submitted to the Department for approval of the Project. The Mayor and City Clerk and other officers, employees and agents of the City are hereby authorized and directed to provide the Department with any information needed for this purpose. SECTION 3 Gen era 1 3.1. Execution and Delivery of Bonds. The Bonds shall be executed by the facsimile signatures of the Mayor and the City Manager, and the Bonds shall be delivered to the Lender upon payment of the agreed purchase price therefor, and upon receipt by the Lender and Servicer of the signed legal opinion of Dorsey & Whitney LLP, of Minneapolis, Minnesota, bond counsel, and the other documents required by the Bond Documents and the City. 2 3.2. Information Required. The Mayor, City Manager and other officers of the City are authorized and directed to prepare and fiirnish to Dorsey & Whitney LLP, bond counsel, the Corporation, the Lender and the Servicer certified copies of all proceedings and records of the City relating to the Project and the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore fiirnished, shall constitute representations of the City as to the truth of all statements contained therein. 3.3. Costs. The Corporation has agreed to pay directly or through the City any and all costs incurred by the City in connection with the Project, including the City's fee, whether or not the Project is carried to completion and whether or not the Bonds or Bond Documents are executed. 3.4. Ongoing Compliance. The Mayor and City Manager are directed, if the Bonds are issued and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and 7 of the Act. 3.5. Limited Liability. No covenant, provision or agreement of the City herein or in the Bonds, the Bond Documents or in any other document executed by the City in connection with the issuance, sale and delivery of the Bonds, or any obligation herein or therein imposed upon the City or breach thereof, shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers or shall obligate the City financially in any way except with respect to the Loan Agreement, as hereinafter defined, and the application of revenues therefrom and the proceeds of the Bonds. No failure of the City to comply with any term, condition, covenant or agreement herein or therein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the City. In making the agreements, provisions and covenants set forth herein and in the Bond Documents, the City has not obligated itself except with respect to the Loan Agreement and the application of revenues thereunder and the proceeds of the Bonds. The Bonds constitute a special obligation of the City, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement, and do not now and shall never constitute an indebtedness or a loan of the credit of the City, the State of Minnesota or any political subdivision thereof or a charge against the City's general taxing powers within the meaning of any constitutional or statutory provision whatsoever. The Bonds shall also not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except upon the revenues specifically pledged to the payment thereof. 3.6. Conditions to Issuance. All details of the Bonds and the provisions for payment thereof shall be subject to final approval of the Project by the Department. Upon vote being taken thereon, the following voted in favor thereof: All members voted in favor. whereupon the resolution was declared duly passed and adopted. 4