Loading...
Resolution 5697 - Amendments to Conduit Revenue Housing and Healthcare Facilities, Immanuel Lutheran Corp.CERTIFICATE AS TO RESOLUTION I, the undersigned, being the duly qualified and acting recording officer of the City of Kalispell, Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled: "RESOLUTION RELATING TO AMENDMENTS TO THE CITY'S OUTSTANDING CONDUIT REVENUE HOUSING AND HEALTHCARE FACILITIES REVENUE BOND (IMMANUEL LUTHERAN CORPORATION PROJECT), SERIES 2010; AND AUTHORIZING THE AMENDMENT TO CERTAIN DOCUMENTS RELATED THERETO" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a regular meeting on December 15, 2014, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following City Council members voted in favor thereof- A+k irlson, l ar(s0 rll C Giov-14 , 6KG ha^ , voted against the same: `-I"`Y���''► ��I�tES kvr��-� �Ut� MO�,e,�oY N O YLQ✓ � J abstained from voting thereon: <. O vux. or were absent: OKJL, WITNESS my handand seal officially this �tday of December, 2014. J Aimee Brunckhorst, CMC City Clerk RESOLUTION NO. 5697 RESOLUTION RELATING TO AMENDMENTS TO THE CITY'S OUTSTANDING CONDUIT REVENUE HOUSING AND HEALTHCARE FACILITIES REVENUE BOND (IMMANUEL LUTHERAN CORPORATION PROJECT), SERIES 2010; AND AUTHORIZING THE AMENDMENT TO CERTAIN DOCUMENTS RELATED THERETO. BE IT RESOLVED by the City Council (the "City Council") of the City of Kalispell, Montana (the "City") as follows: Section 1. Recitals. 1.01. The City, on December 3, 2010, previously issued its $14,000,000 Housing and Healthcare Facilities Revenue Bond (Immanuel Lutheran Corporation Project), Series 2010 (the "Series 2010 Bond"), and loaned the proceeds of the Series 2010 Bond to the Immanuel Lutheran Corporation of Kalispell, Montana, a Montana nonprofit corporation (the `Borrower"), under the terms of a Loan Agreement, dated as of December 1, 2010 (the "Loan Agreement"), between the City and the Borrower. 1.02. The Series 2010 Bond is a special, limited obligation of the City payable solely from loan payments to be made by the Borrower under the terms of the Loan Agreement and a Continuing Covenant Agreement, dated as of December 1, 2010 (the "Original CCA"), between the Borrower and Wells Fargo Bank, National Association, as purchaser of the Series 2010 Bond (the "Lender"). The Series 2010 Bond is not a general or moral obligation of the City and the full faith and credit and taxing power of the City are not pledged to the payment of the Series 2010 Bond. The Series 2010 Bond is a conduit revenue bond and the City does not have any repayment obligation with respect to the Series 2010 Bond. 1.03. The proceeds of the Series 2010 Bond were used by the Borrower to (i) finance the redemption and prepayment of various tax-exempt bonds previously issued by the City in 1997 for the benefit of the Borrower, (ii) finance, the costs of the installation, renovation, rehabilitation, and equipping of certain capital improvements to the 100-unit senior retirement apartment facility (the "Housing Facility") and the 155-bed nursing home facility known as Immanuel Lutheran Home (the "Nursing Facility") (collectively, the "2010 Project"); (iii) fund certain reserves and capitalized interest for the Series 2010 Bond; and (iv) pay a portion of the costs of issuance of the Series 2010 Bond. 1.04. The Series 2010 Bond was issued under the terms of (i) Montana Code Annotated, Title 90, Chapter 5, Part 1, as amended (the "Act"), (ii) Resolution No. 5458 of the City Council adopted on September 20, 2010 (the "Resolution"); and (iii) an Indenture of Trust, dated as of December 1, 2010 (the "Original Indenture"), between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee"). On September 20, 2010, prior to adoption of the Resolution, the City held a public hearing with respect to the 2010 Project, the use of the proceeds of the Series 2010 Bond, and the 2010 Bond after notice of such public hearing was published in accordance with the provisions of the Act and Section 147 of the Internal Revenue Code of 1986, as amended (the "Code"). 1.05. The Borrower has advised the City that it has completed the 2010 Project. 1.06. The Borrower and the Lender are proposing to lower the interest rate on the Series 2010 Bond for the period to December 1, 2021 and the City has been advised by its bond counsel, Barnes & Thornburg LLP (`Bond Counsel"), that such adjustment in interest rate must be approved by the City in order for interest on the Series 2010 Bond to continue to be exempt from federal income tax. 1.07. In order to provide for the adjustment of the interest rate on the Series 2010 Bond, the Borrower and the Lender will be entering into a First Amendment to Continuing Covenant Agreement, dated on or after December 1, 2014 (the "CCA Amendment" and together with the Original CCA, the "CCA") and the Borrower and the Lender have requested that the City and the Trustee execute and deliver a First Supplemental Trust Indenture, dated on or after December 1, 2014 (the "First Supplemental Indenture" and together with the Original Indenture, the "Indenture"), and any other documents and certificates as requested by Bond Counsel. 1.08. The Borrower and the Lender are not proposing to change the final maturity date of the Series 2010 Bond or borrow any additional funds under the Series 2010 as part of the interest rate adjustment being done by the Borrower in order to lower its borrowing costs associated with the Series 2010 Bond. 1.09. Bond Counsel has advised the City that the adjustment to the change of the terms of the Series 2010 Bond as presented by the Borrower and the Lender does not require a public hearing under the Act or the Code. 1.10. Bond Counsel has advised the City that consenting to and approving of the interest rate adjustment for the Series 2010 Bond in 2014 will allow for the City to maintain its $10,000,000 "bank qualification" limit under the Code for any possible borrowing of the City in calendar year 2015. Section 2. Approval of Interest Rate Adjustment Transaction and Related Documents. 2.01. The City hereby approves the adjustment of the interest rate on the Series 2010 Bond. All commitments of the City in this resolution are subject to the condition that the Borrower and the Lender adjust the interest rate on the Series 2010 Bond prior to January 1, 2015. 2.02. The Mayor and City Manager (collectively, the "City Officials") are authorized to execute and deliver (i) the First Supplemental Indenture, (ii) a replacement Series 2010 Bond, and (iii) such other documents, certificates, and instruments, including but not limited to a general certificate of the City and a new Information Return for Tax -Exempt Private Acitiviety Bond Issues; Form 8038, as required by Bond Counsel, the Borrower or the Lender. The approval hereby given includes the approval of such additional details as may be necessary and appropriate and such modifications, including additions and deletions, as may be necessary and appropriate and approved by the City Officials and Bond Counsel, which approval shall be conclusively evidenced by the execution thereof. In the event that any of the City Officials are not available to execute and deliver the necessary documentation referenced in this resolution, then any other member of the City Council is authorized to sign on behalf of the Mayor and any other officer of the City is authorized to sign on behalf of the City Manager. Section 3. Miscellaneous. 3.01. In case any one or more of the provisions of this resolution shall for any reason be helf to be invalid or illegal, such invalidity or illegality shall not affect any other provision of this resolution or of the Series 2010 Bond, and this resolution and the Series 2010 Bond shall be construed and endorsed as if such illegal or invalid provision had not been contained herein. 3.02. Nothing in this resolution, the Indenture, or the Series 2010 Bond, express or implied, is intended or shall be construed to confer any personal liability on any members of the City Council or officers or staff of the City with respect to the Indenture, the Series 2010 Bond, or the transaction discussed in this resolution. 3.03. The City Officials, City staff, and Bond Counsel are authorized to take all actions necessary in connection with this resolution and the approvals contained herein. 3.04. This resolution shall be in full force and effect from and after is passage. Passed by the City Council of the City of Kalispell, Montana, this 15th day of December, 2014. Mark Johnson Mayor Attest: eQi- Ailnee Brunckhorst, CMC City Clerk ...... J"COIJ �i 0 5&'U