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HomeMy WebLinkAboutOrdinance-1992-0895 INTRODUCED BY COUNCILMEMBER SELSTAD ORDINANCE NO. 895 Series of 19 92 CO!J'lcil Bill 9 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 (MOUNTAIN VISTA HEALTH CENTER, INC. - MOUNTAIN VISTA PROJECT) SERIES 1992; AUTHORIZING THE EXECUTION AND DELIVERY BY THE CITY OF A MORTGAGE AND LOAN AGREEMENT, AN INDENTURE OF TRUST, A PlACEMENT AGENT AGREEMENT, CLOS ING DOCUMENTS, AND SUCH BONDS IN CONNECTION THEREWITH; MAKING DETERMINATIONS AS TO OTHER MATTERS RElATING 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, Mountain Vista Health Center, Inc. (the "Corporation"), is a Colorado nonprofit corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code") as exempt from federal income taxation under Section 501(a) of the Code and was formed, among other purposes, to "... 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 renovating its health-care facilities and constructing health-care (including Alzheimer'S) facilities, all facilities are located or are to be located within the "Project"); and costs of additional of which City (the WHEREAS, the Corporation has requested the City to make a loan to the Corporation to fi_nance the costs of the Project, to pay expenses of issuing the bonds, to pay capitalized interest on the Page -2- 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 50l(c)(3) Revenue Bonds (Mountain Vista Health Center, Inc. - Mountain Vista Project) Series 1992 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" within 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, if adopted on first reading by the Council, will be duly published in full on April 23, 1992 in the Wheat Ridge Jefferson Sentinel, a newspaper of general circulation in the City; and WHEREAS, a public hearing concerning the adoption of this ordinance by the Council will be held on Monday, May 11, 1992; and WHEREAS, there have been presented to the Council ( 1 ) the proposed form of a Mortgage and Loan Agreement dated as of May 1, 1992 (the "Agreement"), between the City and the Corporation; (2) the proposed form of an Indenture of Trust dated as of May l, 1991 (the "Indenture" ), between the City and First Interstate Bank of Denver, N.A., Denver, Colorado, as trustee (the "Trustee"), (3) a draft of the Preliminary Limited Offering Memorandum to be used in the marketing of the Bonds, and (4) the proposed form of Placement Agent Agreement dated as of May 1, 1992 between the City, the Corporation and Gates Capital Corp.; and WHEREAS, all of the conditions precedent to the issuance of the Bonds and the commitments of the City contained in Resolution No. 1139, Series of 1989, as extended by Resolution No. 1186, Series of 1990 and as amended by Resolution No. 1229, Series of 1990, Resolution No. 1233, Series of 1990 and Resolution No. 1289 , Series 1992, all of which resolutions were duly adopted by Council, have been fulfilled. Page -3- 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 May ll, 1992 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. 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 certificate 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 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 (Mountain Vista Health Center, Inc. - Mountain Vista Project) Series 1992" 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 May I and November 1 commencing November 1, 1992, at an interest rate not to exceed 15% per annum and maturing on May 1, 2022. The actual principal amount of the Bonds and the rate of interest thereon shall be as approved by the Mayor and the City Clerk at the time of the execution of the Indenture and the Bonds; provided, however, such amount and rate shall not exceed the maximum established herein. Page -4- 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 Gates Capital Corp. 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 Gates Capital Corp. prior to the closing on such sale. 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 Gates Capital Corp. of the Preliminary Limited Offering Memorandum, a draft of which has been 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 Gates Capital Corp 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. 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. The Mayor and the City Clerk are hereby authorized to execute and deliver to the Trustee the written order of the City for the authentication and delivery of the Bonds by the Trustee, in accordance with Section 2.07 of the Indenture. Section 10. In consideration of the purchase and acceptance of the Bonds by those who shall own the Bonds from time to time, the Page -5- 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 wi thout 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 from 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 faith 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 within 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 Colorado, nor empower the City to levy or collect any form of 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. After any of the Bonds are issued, this ordinance shall be and remain irrepealable until all the Bonds and the interest thereon shall have fully paid, cancelled, and discharged. Section 14. If any section, paragraph, clause, or provision of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidi ty 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. Page -6- 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 for -L- to -1- on the 13th day of April, 1992, ordered pUblished in full in a newspaper of general circulation in the City of Wheat Ridge and Public Hearing and consideration on final pd85age set for May 11, 1992, at 7130 p.m., in the Council Chambers, 7500 West 29th Ayenue, Wheat Ridge, Colorado. READ, ADOP~~D AND ORDERED PUBLISHED in !ull reading, as amended, by a vote of ~______ to day of May, 1992. on second and final 1 , this 11th /~) " . b d ~ L L. c., " '- {" Ray W1ng, ) Jr., M~or I ATTES'l'1 --,j/ ....._:j 1.'--,' lLJ:~ A \ /.....-'-.;. Wanda Sang, City Cle;k 1st Publication: Apri 1 21..... 1992 2nd Publication I May 21, 1992 Wheat Ridge Jefferson Sentinel Effective Date I May 22, 1992 APPROVED AS 'rP FORM BY: Cl'l'Y A'r~ _ - ""'" i (/ ( , ' I--.. _ ...- '/ ~ JOh~. Hayes, City Attorney