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HomeMy WebLinkAbout7. Public Hearing on a $5,675,000 Tax Exempt Loan Participation Note-St Gertrude's-Res. No. 70417 CITY OF SHAKOPEE Memorandum MEMO T0: Mayor and City Council Mark McNeill, City Administrator FROM: Julie Eddington, City Attorney RE: Holding Public Hearing and Providing Final Approval for Issuance of a Conduit Revenue Note for Benefit of St. Gertrude's Health Center DATE: September 21, 2010 INTRODUCTION AND BACKGROUND: St. Gertrude's Health Center has requested that the City issue atax-exempt conduit revenue note in the maximum amount of $6,500,000 on its behalf in order to provide financing for the costs of the acquisition, construction, and equipping of an approximately 40,500 square foot three-level building expansion with 30 new licensed skilled nursing facility beds, expanded therapy space, a large educational area, a staff lounge, laundry, housekeeping, and central supply areas and storage space, and private patient rooms at the Borrower's Health and Rehabilitation Center located at 1850 Sarazin Street. Prior to the issuance of atax-exempt obligation, the City Council must hold a public hearing. The City Council is asked to hold the public hearing this evening. Following the. public hearing, the City Council is asked to consider and approve a resolution providing final approval for the issuance of the note and approval for the execution of all documents and certificates related to the note. VISIONING RELATIONSHIP This action supports: Goal D. Maintain, improve and create strong partnerships with other public and private sector entities. RECOMMENDED ACTION: Offer Resolution No. 7041, Resolution Authorizing the Issuance, Sale and Delivery of aTax-Exempt Loan Participation Note (St. Gertrude's Health & Rehabilitation Center Project), Series 2010, in the Principal Amount of $5,675,000, for the Benefit of St. Gertrude's Health Center and Steeple Pointe Senior Living Community; Payable Solely from Revenues Pledged pursuant to a Loan Agreement and A Servicing Agreement; Approving the Form of and Authorizing the Execution And Delivery of the Note, the Loan Agreement, the Servicing Agreement, and Related Documents; And Providing for the Security, Rights and Remedies with Respect to the Note, and move its adoption. CITY OF SHAKOPEE, MINNESOTA RESOLUTION N0.7041 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF A TAX EXEMPT LOAN PARTICIPATION NOTE (ST. GERTRUDE'S HEALTH & REHABILITATION CENTER PROJECT), SERIES 2010, IN THE PRINCIPAL AMOUNT OF $5,675,000, FOR THE BENEFIT OF ST. GERTRUDE'S HEALTH CENTER AND STEEPLE POINTE SENIOR LIVING COMMUNITY; PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO A LOAN AGREEMENT AND A SERVICING AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE, THE LOAN AGREEMENT, THE SERVICING AGREEMENT, AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE NOTE BE IT RESOLVED by the City Council of t)e,. City of Shakopee, Minnesota (the "City"), as follows: Section 1: Findings. 1.01: Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), authorizes a city to issue revenue obligations to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension of a "project," defined in the Act, in part, as any properties, real or personal, used or useful in connection with a revenue producing enterprise, whether or not operated for profit, engaged in providing health care services, including hospitals, nursing homes, and related medical facilities. 1.02. St. Gertrude's Health Center, a Minnesota nonprofit corporation ("St. Gertrude's"), and Steeple Pointe Senior Living Community, a Minnesota nonprofit corporation ("Steeple Pointe," and collectively with. St. Gertrude's, the "Borrower"), have requested that the City issue a revenue obligation pursuant to the Act to be .designated the Tax Exempt Loan Participation Note (St. Gertrude's Health & Rehabilitation Center Project), Series 2010 (the "Series 2010 Note"), in the original aggregate principal amount of $5,675,000, to finance the costs of the acquisition, construction, and equipping of an approximately 40,500 square foot three-level building expansion with 30 new licensed skilled nursing facility beds, expanded therapy space, a large educational area, a staff lounge, laundry, housekeeping, and central supply areas and storage space, and private patient rooms at St. Gertrude's Health & Rehabilitation Center located at 1850 Sarazin Street in the City (the "2010 Expansion Project"), to be owned and operated by St. Gertrude's; and (ii) pay the costs of issuance of the Series 2010 Note and other costs related to the 2010 Expansion Project. 1.03. The City has prepared an Application to the Minnesota Department of Employment and Economic Development ("DEED") for approval of the. 2010 Expansion Project pursuant to the requirements of Section 469.154 of the Act. Section 469.154, subdivision 4, of the Act requires that prior to submitting an application to DEED for approval of the 2010 Expansion Project, the City Council must conduct a public hearing on the proposal to undertake projects authorized to be financed under the terms of the Act. 1.04. Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder, require that prior to the issuance of the Series 2010 Note, the City Council approve the Series 2010 Note after conducting a public hearing thereon preceded by publication of a notice of public hearing (in the form required by Section 147(f) of the Code and applicable regulations) in a newspaper of general circulation at least fourteen (14) days prior to the public hearing date. 1.05. On September 21, 2010, the City Council conducted a duly noticed public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, an the proposed issuance of the Series 2010 Note. 1.06. 'The City finds that the 2010 Expansion Project furthers the economic development purposes stated in Section 469.152 of the Act and constitutes a revenue producing "project," as defined in Section 469.153, subdivision 2(d) of the Act. 1.07. The Series 2010 Note is to be issued under the terms of this resolution and a Servicing Agreement, to be dated on or after September 1, 2010 (the "Servicing Agreement"), between the City and Piper Jaffray Lending LLC, a Delaware limited liability company, as services (the "Services"). It is further proposed that the Series 2010 Note will be sold to Piper Jaffray Lending LLC, a Delaware limited liability company, as lead lender (the "Lead Lender"), who will sell undivided interests in and to the Series 2010 Note to one or more institutional lenders (the "Lenders") pursuant to one or more participation agreements which shall be evidenced by one or more certificates of participation. The proceeds derived from the sale of the Series 2010 Note are to be loaned by the. City to the Borrower pursuant to the terms of a Loan Agreement, to be dated on or after September 1, 2010 (the "Loan Agreement"), between the City, the Borrower, and the Lead Lender. Proceeds of the Series 2010 Note will be applied by the Borrower, together with other funds of the Borrower, to finance the acquisition, construction, and equipping of the 2010 Expansion Project. 1.08. From and after the date of issuance of the Series 2010 Note, the proceeds of the Series 2010 Note are to be disbursed to the Borrower in accordance with the terms of a Disbursing Agreement, to be dated on or after September 1, 2010 (the "Disbursing Agreement"), between the Borrower, the Services, and a disbursing agent selected by the Borrower and acceptable to the Services, and applied to the payment of the costs of the acquisition, construction and equipping of the 2010 Expansion Project. 1.09. In consideration of the loan by the City of the proceeds of the Series 2010 Note to the Borrower and to secure the payment of its obligations under the Loan Agreement and the principal of, premium, if any, and interest on the Series 2010 Note when due, the Borrower will execute and deliver a Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, to be dated on or after September 1, 2010 (the "Mortgage") from the Borrower, as mortgagor, to the Services, as mortgagee. In addition, Benedictine Health System, a Minnesota nonprofit corporation which is the sole member of each of the Borrowers (the "Guarantor"), will deliver a Construction Completion Guaranty Agreement, to be dated on or after September 1, 2010 (the "Guaranty"), to the Services to guarantee completion of the acquisition, construction and equipping of the 2010 Expansion Project. 1.10. The Series 2010 Note will be issued on a parity with the following: (i} Tax Exempt Loan Participation Note (St. Gertrude's/Steeple Pointe Project), Series 2003 (the "Series 2003 Note"), issued by the City of Osseo, Minnesota (the "City of Osseo"), in the original aggregate principal amount of $9,995,000; and (ii) Tax Exempt Loan Participation Note (St. Gertrude's/Steeple Pointe Project), Series 2004 (the "Series 2004 Note"), issued by the City of Osseo in the original aggregate principal amount of $3,900,000. Proceeds of the Series 2003 Note were used to refinance (i) the construction and equipping 2 of an independent and assisted living project located in the City of Osseo; and (ii) a construction loan used to construct and equip the skilled nursing facility known as St. Gertrude's Health & Rehabilitation Center located in the City. Proceeds of the Series 2004 Note were used to ftnance the construction and equipping of an assisted living facility addition to St. Gertrude's Health & Rehabilitation Center located in the City. In the event of default with respect to the Series 2403 Note, the Series 2004 Note or the Series 2010 Note, certain collateral securing all three notes will be disbursed to the holders of such notes pursuant to the terms and provisions of an Intercreditor Agreement, to be dated on or after September 1, 2010 (the "Tntercreditor Agreement"), between the Servicer and Sterling State Bank, the servicer for the Series 2003 Note and the Series 2004 Note. 1.11. The loan repayments required to be made by the Borrower under the terms of the Loan Agreement will be assigned to the Servicer under the terms of the Loan Agreement and the Servicing Agreement. 1.12. The principal of, premium, if any, and interest on the Series 2010 Note (i) shall be payable solely from the revenues pledged and otherwise available therefor; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City. other than the City's interest in the Loan Agreement and the 2010 Expansion Project. Section 2. The Series 2010 Note. 2.01. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Series 2010 Note in an aggregate principal amount not to exceed $5,675,000. The Series 2010 Note shall bear interest at rates designated by the terms of the Servicing Agreement and the Series 2010 Note, and shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Servicing Agreement, in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2010 Note to be issued as a "tax- exempt bond" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. 2.02. All of the provisions of the Series 2010 Note, when executed as authorized herein, shall. be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2010 Note shall be substantially in the form or forms set forth in the Servicing Agreement, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the name of the Series 2010 Note, the aggregate principal amount of the Series 2010 Note, the stated maturities of the Series 2010 Note and the maturity dates of the Series 2010 Note, the interest rates on the Series 2010 Note, and the terms of optional and mandatory redemption of the Series 2010 Note) as the Mayor, the City Administrator, and the City Clerk of the City (the "Mayor," "City Administrator," and "City Clerk," respectively), in their discretion, shall determine. Upon approval .of the 2010 Expansion Project by DEED, the Mayor, City Administrator, and City Clerk are authorized and directed to prepare and execute the Series 2010 Note as prescribed in the Servicing Agreement and the Series 2010 Note shall be delivered to the Servicer on behalf of the Lead Lender and the Lenders. The execution of the Series 2010 Note with the manual or facsimile signatures of the Mayor, the City Administrator, and the City Clerk and the delivery of the Series 2010 Note by the City shall be conclusive evidence of such determination. The City Council of the City hereby authorizes and directs the Mayor, the City Administrator, and the City Clerk to execute and deliver the Series 2010 Note. 2.03. The Series 2010 Note shall be a special limited obligation of the City the proceeds of which shall be disbursed pursuant to the terms of the Servicing Agreement, the Loan Agreement, and the Disbursing Agreement, and the principal, premium, and interest on the Series 2010 Note shall be payable solely from the proceeds of the Series 2010 Note, the revenues derived from the Borrower pursuant to the terms of the Loan Agreement and the Servicing Agreement, and the security provided by the Borrower in accordance with the terms of the Loan Agreement, the Servicing Agreement, the Mortgage, and any and all other security of any kind or nature provided by the Borrower to the Servicer, subject to the terms and provisions of the Intercreditor Agreement. Section 3. The Servicing Agreement. The City Council of the City hereby authorizes and directs the Mayor, the City Administrator, and the City Clerk to execute and deliver the Servicing Agreement and hereby provides that the Servicing Agreement shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Series 2010 Note, the City, and the Servicer as set forth therein. All of the provisions of the Servicing Agreement, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Servicing Agreement shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor, the. City Administrator, and the City Clerk, in their discretion, shall determine, and the execution and delivery thereof by the Mayor, the City Administrator, and the City Clerk shall be conclusive evidence of such determination. Section 4. The Loan Agreement. The Mayor, the City Administrator, and the City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement. All of the provisions of the Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, the City Administrator, and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor, the City Administrator, and the City Clerk shall be conclusive evidence of such determination. Section 5. Disbursements of Series 2010 Note Proceeds. The proceeds of the Series 2010 Note shall be disbursed in accordance with the terms of the Loan Agreement, Servicing Agreement, and Disbursing Agreement for the payment of the costs of the 2010 Expansion Project and related costs in accordance with the terms of the Loan Agreement, the Servicing Agreement, and the Disbursing Agreement. Section 6. Other Documents. The Mayor, the City Administrator, and the City Clerk of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2010 Note, including one or more certificates of the City, an endorsement of the City to the tax certificate of the Borrower, an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Series 2010 Note. The City hereby approves the execution and delivery by the Servicer of the Servicing Agreement, the Disbursing Agreement, the Interereditor Agreement, and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series .2010 Note that require execution by the Servicer. The City hereby authorizes Kennedy & Graven, Chartered to prepare, execute, and deliver its approving legal opinion with respect to the Series 2010 Note. 4 Section 7. Servicer Authorized to Act. The Servicer is hereby authorized to accept the Mortgage in order to secure payment of the Series 2010 Note and is hereby authorized to take all actions necessary or appropriate under the terms of the Mortgage to ensure timely payment of the principal of, premium, if any, and interest on the Series 2010 Note. The Servicer is further authorized to accept the Guaranty in order to guarantee the completion of the 2010 Expansion Project. Section 8. Disclosure Documents. The City has not participated in the preparation of any official statement or other disclosure document relating to the offer and sale of the Series 2010 Note and the City assumes no responsibility for the sufficiency, accuracy, or completeness of any information set forth in any such disclosure document. Section 9. The Citv and Its Officers, Employees and Agents. 9.01. As required by the terms of Section 469.154 of the Act, the employees, officers, and agents of the City are hereby authorized and directed to submit an application to DEED for approval of the 2010 Expansion Project and the issuance of the Series 2010 Note. 9.02. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body, or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. 9.03. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council of the City, or any officer, agent, or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Series 2010 Note shall be liable personally on the Series 2010 Note or be subject to any personal liability or accountability by reason of the issuance thereof. 9.04. No provision, covenant, or agreement contained in the aforementioned documents, the Series 2010 Note, or in any other document relating to the Series 2010 Note, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and the Servicing Agreement which are to be applied to the payment of the Series 2010 Note, as provided therein and in the Servicing Agreement. 9.05. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any holder of the Series 2010 Note issued under the provisions of this resolution, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holders from time to time of the Series 2010 Note issued under the provisions of this resolution. Section 10. Severability. In case any one or more of the provisions of this resolution, other than the provisions contained in Section 2 hereof, or of the aforementioned documents, or of the Series 2010 Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Series 2010 Note, but this resolution, the aforementioned documents, and the Series 2010 Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. Section 11. Validity of the Series 2010 Note. The Series 2010 Note, when executed and delivered, shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Series 2010 Note and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Series 2010 Note, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. Section 12. Authorization for Other Acts. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Series 2010 Note for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2010 Note, the aforementioned documents and this resolution. In the event that for any reason .the Mayor of the City is unable to carry out the execution of any. of the documents or other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. If for any reason the City Administrator of the City is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any person delegated the duties of the City Administrator, with the same force and effect as if such documents were executed and delivered by the City Administrator of the City. If for any reason the City Clerk of the City is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any person delegated the duties of the City Clerk, with the same force and effect as if such documents were executed and delivered by the City Clerk of the City. Section 13. Payment of Costs. The Borrower has agreed to pay directly or through the City any and all costs paid or incurred by the City in connection with the transactions authorized by this resolution, whether or not the Series 2010 Note is issued. Section 14. Designation as Bank-Qualified Bond. The City acknowledges that pursuant to Section 265(b)(3) of the Code, as amended by Section 1502 of the American Recovery and Reinvestment Tax Act of 2009, the Borrower has designated the Series 2010 Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code. Section 15. Effective Date. This resolution shall be in full force and effect from and after its passage. (The remainder of this page is intentionally left blank.) 6 2010. Approved by the City Council of the City of Shakopee, Minnesota, this. 21st day of September, CITY OF SHAKOPEE, MINNESOTA Mayor Attest: City Clerk SHISS-233 (JAE) 373762v3 7