Loading...
HomeMy WebLinkAbout16-128 - ADMIN Resolution - City Council - 2016/10/17RESOLUTION NO. 16-128 RESOLUTION CALLING A PUBLIC HEARING REGARDING THE ISSUANCE OF REVENUE BONDS FOR THE BENEFIT OF SHOLOM COMMUNITY ALLIANCE, LLC BE IT RESOLVED by the City Council (the "City Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: Section 1. Recitals. 1.01. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to carry out the public purposes described in the Act by providing for the issuance of revenue bonds to provide funds to finance or refinance multifamily housing developments (including nursing and assisted living facilities). 1.02. On August 10, 2006, the City issued its Revenue Refunding Bonds (Roitenberg Family Assisted Living Residence Project), Series 2006 (the "Prior Bonds"), pursuant to the Act, in the original aggregate principal amount of $12,300,000, and loaned the proceeds thereof to Sholom Community Alliance, LLC, a Delaware limited liability company (the "Company"), whose sole member is Sholom Community Alliance, a Minnesota nonprofit corporation, for the purpose of refunding the following obligations of the City: (i) the Revenue Bonds (Roitenberg Family Assisted Living Residence Project), Series 2001A (the "Series 2001A Bonds"), issued in the original aggregate principal amount of $10,000,000; (ii) the Revenue Bonds (Roitenberg Family Assisted Living Residence Project), Series 200113, Extendable Rate Adjustable Securities (EXTRAS) (the "Series 2001B Bonds"), issued in the original aggregate principal amount of $1,800,000; and (iii) the Revenue Bonds (Roitenberg Family Assisted Living Residence Project), Series 2001 C, Extendable Rate Adjustable Securities (EXTRAS) (the "Series 2001 C Bonds," and collectively with the Series 2001A Bonds and the Series 2001B Bonds, the "Series 2001 Bonds"), issued in the original aggregate principal amount of $3,200,000. 1.03. The Company applied the proceeds of the Series 2001 Bonds to finance the acquisition, development, construction, and equipping of a seventy-six (76) unit multifamily housing development located at 3610 Phillips Parkway in the City, operated as an assisted living and memory care facility for seniors (the "Project"). The Project is owned and operated by the Company and was designed and is used for rental occupancy, primarily by elderly persons. Nursing, medical, personal care, and other health-related assisted living services are available on a twenty-four (24) hour basis to residents of the Project. 1.04. The Company has proposed to refinance the Project through the redemption and prepayment of the Prior Bonds and is requesting that the City issue its revenue bonds, in one or more series, as taxable or tax-exempt obligations (the "Bonds"), in an estimated aggregate principal amount not to exceed $12,500,000, in order to (i) refinance the Project through the redemption and prepayment of the outstanding Prior Bonds; (ii) fund any required reserves; and (iii) pay costs of issuance of the Bonds. 1.05. The Company has requested that the City Council conduct a public hearing on Monday, November 21, 2016, to provide approval of the issuance of the Bonds pursuant to the requirements of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Resolution No. 16-128 -2- Section 2. Preliminary Findings. Based on representations made by the Company to the City to date, the City Council hereby makes the following preliminary findings, determinations, and declarations: (a) The Project, which will be refinanced with proceeds of the Bonds, consists of a multifamily housing development designed and intended to be used for rental occupancy primarily by seniors. (b) The proceeds of the Bonds will be loaned to the Company and the proceeds thereof, along with other available funds, will be used to refinance the Project, fund required reserve funds, and pay costs of issuance of the Bonds. The City will enter into a loan agreement (or other revenue agreement) with the Company requiring loan repayments from the Company in amounts sufficient to repay the loan of the proceeds of the Bonds when due and requiring the Company to pay all costs of maintaining and insuring the Project, including taxes thereon. (c) In preliminarily authorizing the issuance of the Bonds, the City's purpose is to further the policies of the Act. (d) The Bonds will be special, limited obligations of the City payable solely from the revenues pledged to the payment thereof, will not be a general or moral obligation of the City, and will not be secured by or payable from revenues derived from any exercise of the taxing powers of the City. Section 3. Public Hearing. The City Council shall meet at 7:30 p.m. on Monday, November 21, 2016, to conduct a public hearing on the issuance of the Bonds by the City. Notice of such hearing (the "Public Notice") will be published as required by Section 462C.04, subdivision 2 of the Act, and Section 147(f) of the Code. The City Clerk of the City is hereby authorized and directed to publish the Public Notice, in substantially the form attached hereto as EXHIBIT A, in the Sun -Sailor, the official newspaper of and a newspaper of general circulation in the City, at least fifteen (15) days before the meeting of the City Council at which the public hearing will take place. At the public hearing reasonable opportunity will be provided for interested individuals to express their views, both orally and in writing, on the proposed issuance of the Bonds. Section 4. Preliminary Approval. The City Council hereby provides preliminary approval to the issuance of the Bonds in the estimated principal amount not to exceed $12,500,000, subject to: (i) a public hearing as required by the Act and Section 147(f) of the Code; (ii) final approval following the preparation of bond documents; and (iii) final determination by the City Council that the refinancing of the Project and the issuance of the Bonds are in the best interests of the City. Section 5. Costs. The Company will pay the administrative fees of the City and pay, or, upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the issuance of the Bonds, whether or not the Bonds are issued. Section 6. Commitment Conditional. The adoption of this resolution does not constitute a guaranty or firm commitment that the City will issue the Bonds as requested by the Company. The City retains the right in its sole discretion to withdraw from participation and accordingly not to issue the Bonds, or issue the Bonds in an amount less than the amount referred Resolution No. 16-128 -3- to herein, should the City at any time prior to issuance thereof determine that it is in the best interest of the City not to issue the Bonds, or to issue the Bonds in an amount less than the amount referred to in Section 4 hereof, or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the transaction. Section 7. Effective Date. This resolution shall be in full force and effect from and Attest: Mel'ss Kennedy City Clerk by the City Council October 17, 2016 Resolution No. 16-128 -4- EXHIBIT A NOTICE OF PUBLIC HEARING NOTICE OF A PUBLIC HEARING TO BE CONDUCTED BY THE CITY OF ST. LOUIS PARK, MINNESOTA TO CONSIDER THE ISSUANCE OF REVENUE BONDS FOR THE BENEFIT OF SHOLOM COMMUNITY ALLIANCE, LLC NOTICE IS HEREBY GIVEN that the City Council of the City of St. Louis Park, Minnesota (the "City"), will hold a public hearing on Monday, November 21, 2016, at or after 7:30 p.m. at City Hall, located at 5005 Minnetonka Boulevard in the City, to consider a proposal that the City approve and authorize the issuance of its revenue bonds, in one or more series, as taxable or tax-exempt obligations (the "Bonds"), pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), for the benefit of Sholom Community Alliance, LLC, a Delaware limited liability company (the "Company"), whose sole member is Sholom Community Alliance, a Minnesota nonprofit corporation. Proceeds of the Bonds are proposed to be applied to (i) the refunding the City's Revenue Refunding Bonds (Roitenberg Family Assisted Living Residence Project), Series 2006 (the "Prior Bonds"), the proceeds of which refinanced the acquisition, development, construction, and equipping of a seventy-six (76) unit multifamily housing development located at 3610 Phillips Parkway in the City, operated as an assisted living and memory care facility for seniors (the "Project"), which is owned and operated by the Company; (ii) the funding of required reserves, if any; and (iii) the payment of costs of issuance of the Bonds. The aggregate principal amount of the proposed Bonds is estimated not to exceed $12,500,000. Following the public hearing, the City Council will consider a resolution approving the issuance of the Bonds. The Bonds will be special, limited obligations of the City, and the Bonds and interest thereon will be payable solely from the revenues and assets pledged to the payment thereof. No holder of any Bond will have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon, nor to enforce payment against any property of the City except money payable by the Company to the City and pledged to the payment of the Bonds. Before issuing the Bonds, the City will enter into an agreement with the Company, whereby the Company will be obligated to make payments at least sufficient at all times to pay the principal of and interest on the Bonds when due. At the time and place fixed for the public hearing, the City Council will give all persons who appear at the hearing an opportunity to express their views with respect to the proposal. In addition, interested persons may direct any questions or file written comments respecting the proposal with the City Clerk, at or prior to said public hearing. Dated: [Date of Publication] BY ORDER OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA /s/ Melissa Kennedy City Clerk, City of St. Louis Park