11-14-2018 Council Packet - Laserfiche WebLink

Home Browse Search

11171070v2 2 (b) As required by the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the City on this date, held a public hearing on the issuance of one or more series of revenue notes or other obligations to finance the Project. (c) The issuance and sale of the Health Care Facilities Revenue Note (Langton Place Project) Series 2018 (the "Note") in an amount not to exceed $13,000,000 by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Note and sell the Note to Associated Bank, N.A. (the "Lender"), as provided herein. The City will loan the proceeds of the Note (the "Loan") to the Borrower in order to finance the Project. (d) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the City Council. (e) Pursuant to a Pledge Agreement to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the City Council. (f) Pursuant to a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower has secured payment of its obligations under the Loan Agreement and Note by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage has been submitted to the City Council. (g) The payment of the principal of and interest on the Note is further secured by a Corporate Guaranty Agreement (the "Guaranty"), from Presbyterian Homes and Services, a Minnesota nonprofit corporation, to the Lender. A draft of the Guaranty has been submitted to the City Council. (h) The Note will be a special limited obligation of the City. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation.