05-13-2020 Council Packet - Laserfiche WebLink

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A-9 Future Plans Other than the Project, the Borrower does not contemplate any future construction or development plans at this time. PROJECT MANAGEMENT The Campus will be managed by PHS Management, LLC, a Minnesota limited liability company (the “Manager” or “PHSM”) whose sole member is PHHAL pursuant to an Amended and Restated Management Agreement dated September 9, 2019 (the “Management Agreement”). The initial term of the agreement is ten years unless sooner terminated pursuant to the terms thereof. Both of PHSM and PHHAL are controlled subsidiaries of PHS. Under the Management Agreement, PHSM provides management services, including, but not limited to: finance, accounting, human resources, information systems, operating policies and supervision of on-site personnel. For such services PHSM is paid 5% of total operating revenues and receipts derived from the operation of the independent living apartments and 3.0% from operations derived from the transitional care unit. Management fees are calculated monthly and are payable each month. PHHAL, as the sole member of PHSM, has elected to treat the Manager as a disregarded entity for federal income tax purposes and is exempt from federal income taxation as a result of PHHAL’s status under Section 501(a) of the Code by virtue of its status as an organization described in Section 501(c)(3) of the Code. Board of Governors and Officers of the Manager The Board of Governors of the Manager Mark Meyer, Chief Manager of PHSM and Chief Financial Officer at PHS. Mr. Meyer is a member of the Board of the Corporation and holds the offices of Chief Financial Officer, Secretary, and Treasurer of the Corporation. Mr. Meyer’s biography is included above under “THE BORROWER – Governance.” Daniel Lindh, Chief Financial Manager of PHSM and Chief Executive Officer at PHS. Mr. Lindh’s biography is included above under “THE BORROWER – Governance.” Heidi Peterson, Controller at PHS. Ms. Peterson has been with the organization since 1998 and provides financial accounting oversight to over 70 legal entities within PHS. This financial oversight includes financial statement preparation, annual budgeting, audit and tax preparation. Ms. Peterson graduated with her degree in Accounting from Gustavus Adolphus College. Ms. Peterson was in public accounting prior to joining PHS and is a licensed CPA. The Officers of the Manager. The officers of the Manager are Mark Meyer, Chief Manager, and Dan Lindh, Chief Financial Manager. Facilities Managed by the Manager The Manager manages facilities in Minnesota, Wisconsin, Iowa, and Washington for PHS and its affiliates. The tables below indicate the facilities that are managed by the Manager broken down by type of unit or facility as of January 31, 2020. The table lists the communities via state of location in alphabetical order of state and city in which each campus is located within a state. The table below and on the next page usesthe following abbreviations: (IL indicates Independent Living Units) (AL indicates Assisted Living Units) (SNF indicates Skilled Nursing/Transitional Care/Congregate Care Units/Beds)