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HomeMy WebLinkAboutOrdinance-1990-0855 ORDINANCE NO. 855 Series of 1990 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $11,500,000 MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF CITY OF WHEAT RIDGE, COLORADO QUALIFIED 501 (c) (3) REVENUE BONDS (BAPTIST HOME ASSOCIATION MOUNTAIN VISTA PROJECT) SERIES 1990: AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A MORTGAGE AND LOAN AGREEMENT, AN INDENTURE OF TRUST, A PLACEMENT AGENT AGREEMENT, CLOSING DOCUMENTS, AND SUCH BONDS IN CONNECTION THEREWITH: MAKING DETERMINATIONS AS TO OTHER MATTERS RELATED TO SUCH FINANCING: AND REPEALING ACTION HERETOFORE TAKEN IN CONFLICT HEREWITH. WHEREAS, the City of Wheat Ridge (the "City") in the State of Colorado is authorized by the County and Municipality Development Revenue Bond Act, constituting Part 1 of Article 3, Title 29, Colorado Revised Statutes (the "Act"), for the benefit of the inhabitants of the State and for the promotion of their health, safety, welfare, convenience and prosperity to finance one or more projects, including any land, building or other improvements and all necessary and appurtenant real or personal properties, suitable for hospital, healthcare or nursing home facilities, upon such conditions as the city council (the "Council") of the City may deem advisable; and WHEREAS, the Act authorizes the City to issue revenue bonds or other obligations for purposes of defraying the cost of financing any such project; and WHEREAS, The Baptist (the "Corporation"), described in Section of 1986 (the "Code") under Section SOl(a) purposes, to Home Association of the Rocky Mountains is a Colorado nonprofit corporation SOl(c)(3) of the Internal Revenue Code as exempt from federal income taxation of the Code and was formed, among other ". .. provide for the establishment, construction, operation and management of retirement and/or health-care facilities and branches of either to provide adequate facilities for the care, comfort, health and general welfare of aged, infirm, convalescent or sick people ... "and WHEREAS, the Corporation proposes to finance the costs of renovating of its existing health-care facilities and constructing additional health-care and/or assisted living housing facilities, all of which facilities are located or are to be located within the City (the "Project"); and WHEREAS, the Corporation has requested the City to make a loan to the Corporation to finance the costs of the Project, to pay expenses of issuing the bonds, to pay capitalized interest on the Bonds, and to make an initial deposit into the Bond Reserve Fund (as defined in the hereinafter defined Agreement), and, to fund such loan, the City has agreed to issue its City of Wheat Ridge, Colorado Qualified 501(c)(3) Revenue Bonds (Baptist Home Association - Mountain Vista Project) Series 1990 in a maximum aggregate principal amount of $11,500,000 (the "Bonds"); and WHEREAS, the issuance of the Bonds by the City to finance the costs of the Project and the loan of the proceeds thereof to the Corporation will enable or assist the Corporation to fulfill its obligations to provide health-care facilities and services; and WHEREAS, the Corporation has represented to the City that the Project has been designed to qualify as a "project" wi thin the meaning of the Act; and WHEREAS, the City has considered the Corporation's proposal and has concluded that the economic benefit of such proposal to the City will be substantial due to an increase of employment and other economic activity within the City; and WHEREAS, the City has determined that the issuance of the Bonds will benefit the health, welfare, safety, convenience and prosperity of the inhabitants of the City; and WHEREAS, this ordinance was adopted on first reading by the Council at a regular meeting of the Council held at 7:30 p.m. on October 22, 1990 and was duly published in full on October 31, 1990 in the Applewood/Wheat Ridge Transcript, a newspaper of general circulation in the City; and WHEREAS, amendments have been proposed to this ordinance subsequent to its adoption by the Council on first reading; and WHEREAS, a public hearing concerning the adoption of this ordinance by the Council was duly held on Monday, December 10, 1990; and WHEREAS, notice of a public hearing on the Project and the issuance of the Bonds was duly published on Wednesday, October 31, 1990, in the Applewood/Wheat Ridge Transcript, a newspaper of general circulation in the City, and said hearing was held on Monday, November 26, 1990, at 7:30, p.m. and was continued to December 10, 1990 at 7:30 p.m.; and WHEREAS, the notice of the public hearing on the Project identified the owner of the Project as Mountain Vista Health Center, Inc.; and -2- WHEREAS, a second hearing on the Project is to be held on the Project on January 14, 1991 following notice thereof identifying the owner as Baptist Horne Association of the Rocky Mountains to be published on December 19, 1990 in the Applewood/Wheat Ridge Transcript, a newspaper of general circulation in the City; and WHEREAS, there have been presented to the Council (1) the proposed form of a Mortgage and Loan Agreement dated as of December 15, 1990 (the "Agreement"), between the City and the Corporation; (2) the proposed form of an Indenture of Trust dated as of December 15, 1990 (the "Indenture"), between the City and First Interstate Bank of Denver, N.A., Denver, Colorado, as trustee (the "Trustee"), (3) the Preliminary Limited Offering Memorandum dated December , 1990 to be used in the marketing of the Bonds, and (4) the proposed form of Placement Agent Agreement dated as of December 15, 1990 between the City and George K. Baum & Company; and WHEREAS, all of the conditions precedent to the issuance the Bonds and the commitments of the City contained Resolution No. 1139, Series of 1989, as extended Resolution No. 1186, Series of 1990 and as amended Resolution No. 1229, Series of 1990 and Resolution No. 1233 Series 1990, all of which resolutions were duly adopted the Council, have been fulfilled. of in by by , by NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO: Section 1. All actions (not inconsistent with the provisions of this ordinance) heretofore taken by the Council and the officials of the City directed toward the financing of the cost of the Project and the issuance and the sale of the Bonds therefor be, and the same are, hereby ratified, approved, and confirmed. Section 2. Subject to the provisions of the following sentence, the City shall finance the costs of the Project in accordance with the provisions of the Agreement. The Mayor of the City, following the adoption hereof by the Council and the public hearing on the Project to be held on January 14, 1991 is hereby authorized, in his discretion, to execute an approval certificate indicating public approval of the Bonds and the Project by the applicable elected representative of the City for purposes of Section 147(f) of the Internal Revenue Code of 1986. Section 3. The City hereby finds and determines that the issuance of the Bonds by the City to finance the costs of the Project is in the public interest and will enable or assist the Corporation to fulfill its obligations to provide nursing home facilities and services. -3- Section 4. The City hereby finds and determines that the Project, to the extent required by law, has been reviewed and approved by the appropriate regional and state health planning agency and has been granted the appropriate certification by such agency. Section 5. To defray the costs of the Project, to pay capitalized interest on the Bonds, to make an initial deposit into the Bond Reserve Fund created by the Indenture, and to finance certain incidental expenses incurred in issuing the Bonds, there is hereby authorized and created an issue of qualified 501(c)(3) revenue bonds designated "City of Wheat Ridge, Colorado Qualified 501(c)(3) Revenue Bonds (Baptist Home Association - Mountain Vista Project) Series 1990" to be issued in a maximum aggregate principal amount of $11,500,000, as fully registered bonds in the denomination of $100,000 or any integral multiple of $5,000 in excess thereof, dated as provided in the Indenture, bearing interest from their date payable semiannually on each June 15 and December 15 commencing June 15, 1991, at the rate of 100% per annum and maturing on December 15, 2020. The Bonds shall be payable, shall be subject to redemption prior to maturity and shall be in substantially the form provided in the Indenture. The Bonds shall be privately placed by George K. Baum & Company pursuant to the terms contained in the Placement Agent Agreement presented at this meeting and shall be sold to a purchaser or purchasers to be identified by George K. Baum & Company prior to the closing on such sale, at a purchase price equal to 100% of their principal amount. Section 6. The forms, terms, and provisions of the Agreement, the Indenture and the Placement Agent Agreement be, and they hereby are, approved and the City shall enter into the Agreement, the Indenture and the Placement Agent Agreement substantially in the form of each of such document presented to the Council at this meeting, with only such changes therein as shall be approved by the Mayor and the City Clerk at the time of the execution of such documents; and the Mayor and the City Clerk are hereby authorized to execute and deliver the Agreement, the Indenture and the Placement Agent Agreement, their execution thereof conclusively evidencing the approval of the terms contained therein by the City. Section 7. The form of and the distribution and use by George K. Baum & Company of the Preliminary Limited Offering Memorandum presented at this meeting is hereby ratified, approved and confirmed. The Mayor is authorized and directed to approve, on behalf of the City, a final Limited Offering Memorandum for use in connection with the private placement with, and sale of the Bonds to, the purchaser or purchasers to be identified by George K. Baum & Company prior to the closing of such sale. The execution of the final Limited Offering Memorandum by the Mayor shall be conclusively deemed to evidence the approval of the form and contents thereof by the City. -4- Section 8. The form, terms, and provisions of the Bonds, substantially in the form contained in the Indenture, be and they hereby are approved, with only such changes therein as shall be approved by the Mayor and the City Clerk at the time of the execution of the Bonds; and the Mayor and the City Clerk are each hereby authorized to execute the Bonds, either by manual or facsimile signature, their execution thereof conclusively evidencing the approval of the terms contained therein by the City and each is authorized to deliver the Bonds, and the seal of the City or a facsimile thereof is hereby authorized to be affixed to the Bonds. Section 9. authorized to order of the Bonds by the Indenture. The Mayor and the City execute and deliver to the City for the authentication Trustee, in accordance wi th Clerk are Trustee the and delivery Section 2.07 hereby written of the of the Section 10. In consideration of the purchase and acceptance of the Bonds by those who shall own the Bonds from time to time, the provisions of this ordinance shall be part of the contract of the City with the owners of the Bonds, and shall be deemed to be and shall constitute a contract between the City and the owners, from time to time, of the Bonds. Section 11. The members of the Council and officials of the City shall take all actions necessary or reasonably required by the parties to the Agreement to effectuate its provisions and shall take all actions necessary or desirable, in conformity with the Act, to finance the costs of the Project and for carrying out the transactions contemplated by this ordinance, including without limitation the execution and delivery of any closing documents to be delivered in connection with the sale and delivery of the Bonds. Section 12. The costs of the Project will be paid out of the proceeds of the Bonds, and the Bonds shall not constitute or become an indebtedness, a debt or a liability of the State of Colorado, or of any county, city, city and county, town, school district, or other subdivision or body corporate and politic within the State of Colorado other than the City (to the extent provided in the Indenture) and neither the State of Colorado, nor any county, city, city and county, town, school district or other subdivision of the State of Colorado other than the City (to the extent provided in the Indenture) shall be liable thereon nor shall the Bonds constitute the giving, pledging or loaning of the fai th and credit of the City, the State of Colorado, or of any county, city, city and county, town, school district, or other subdivision or body corporate and pOlitic wi thin the State of Colorado, but shall be payable solely from the funds pledged therefor pursuant to the Indenture. The issuance of the Bonds shall not, directly or indirectly or contingently, obligate the City, the State of Colorado or any subdivision of the State of -5- Colorado, nor empower the City to levy or collect any form of taxes or assessments therefor or to create any indebtedness payable out of taxes or assessments therefor or make any appropriation for their payment, and such appropriation or levy is prohibited. Nothing in the Act shall be construed to author ize the City to create a debt of the City wi thin the meaning of the City's home rule charter or the Constitution or laws of the State of Colorado or authorize the City to levy or collect taxes or assessments. Neither the members of the Council nor any person executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 13. ordinance shall and the interest and discharged. After any of the Bonds are issued, this be and remain irrepealable until all the Bonds thereon shall have been fully paid, cancelled, Section 14. If any section, paragraph, clause, or provision of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceabili ty of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this ordinance. Section 15. All ordinances and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any ordinance or resolution, or part thereof. Section 16. This ordinance shall be in full force and take effect the day following final publication. INTRODUCED, READ, AND ADOPTED on first reading by a vote of 6 to 1 on the 22nd day of October, 1990, ordered published in full in a newspaper of general circulation in the City of Wheat Ridge and Public Hearing and consideration on final passage set for November 26, 1990, at 7: 30 p.m., in the Council Chambers, 7500 West 29th Avenue, Wheat Ridge, Colorado. 11/26/90 Postponed to December 1~, 1990. READ, ADOPTED AND ORDERED PUBLISHED in full on second and final reading, as amended, by a vote of 7 to 1 , this 10th day of December, 1990. ~~_(d..- Dan Wilde, Mayor Attest: Wanda-s~~g~ ({ity Cler,k 1st Publication: 2nd Publication: Applewood/Wheat Transcript Effective Date: 10/31/90 12/19/90 Ridge APPROVED AS TQ ~ ~Y CITY ATTOry<, ./ / i- / / //_______ John ~/HayeS' Cit~~ttorney 12/20/90 -6-