RESOLUTION No. ______, SERIES 2026
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A RESOLUTION OF THE LEGISLATIVE COUNCIL OF LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (THE “ISSUER”) AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BETWEEN THE ISSUER AND WESLEY MANOR RETIREMENT COMMUNITY, INC. (THE “CORPORATION”), A NON-PROFIT CORPORATION, AND/OR ANY WHOLLY-OWNED SUBSIDIARY OF THE CORPORATION (COLLECTIVELY KNOWN AS THE “BORROWER”) RELATING TO THE FINANCING THROUGH THE ISSUANCE OF THE ISSUER’S BOND ANTICIPATION NOTES IN A PRINCIPAL AMOUNT NOT TO EXCEED $6,200,000 (THE “NOTES”) FOR CERTAIN COSTS INCURRED PRIOR TO THE ACQUISITION, CONSTRUCTION, INSTALLATION, AND EQUIPPING OF LONG-TERM HEALTHCARE AND HEALTH RELATED FACILITIES LOCATED AT 5012 AND 5400 EAST MANSLICK ROAD, LOUISVILLE, KENTUCKY (THE “PROJECT”); AGREEING TO UNDERTAKE THE ISSUANCE OF ONE OR MORE NOTES TO EFFECT THE PROJECT FINANCING IN AN AGGREGATE AMOUNT NOT TO EXCEED $6,200,000 AND AT THE APPROPRIATE TIME TO PAY FOR COSTS OF THE PROJECT; AND TAKING OTHER PRELIMINARY ACTION.
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SPONSORED BY: COUNCIL MEMBER BATSHON
WHEREAS, Wesley Manor Retirement Community, Inc. (the “Company”), a Kentucky non-profit corporation and organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and/or any of the Company’s wholly-owned subsidiaries (collectively, the “Borrower”) in connection with the Industrial Building for Cities and Counties Act, as amended, Sections 103.200 to 103.285 of the Kentucky Revised Statutes (the “Act”) desires to (i) finance certain costs to be incurred prior to the commencement of the acquisition, construction, installation, and equipping of long-term healthcare and health related facilities located at 5012 and 5400 East Manslick Road, Louisville, Kentucky, including the construction, installation, and equipping of approximately 147 independent living units (the “Project”), as provided for in Section 103.200 of the Kentucky Revised Statutes and (ii) pay the costs of issuance; and
WHEREAS, in connection with the Project, it has been determined that Louisville/Jefferson County Metro Government (the “Issuer”) may assist the Borrower by causing the acquisition, construction, installation, and equipping of the Project, including costs certain costs incurred prior to the commencement of such construction, by entering into, at the appropriate time, a trust indenture and loan agreement with reference thereto pursuant to the authority of the Act for the purpose of issuing bond anticipation notes relating to the financing of the Project, all in furtherance of the purposes of the Act and the public and health care benefit of the residents and inhabitants of the Issuer; such trust indenture and loan agreement to be upon such terms and conditions as the Act may require and the Issuer may deem advisable; and
WHEREAS, the undertaking of the Project by the Borrower will provide health care benefits and opportunities to the residents of the Issuer, encourage the expansion of commerce in accordance with the public policy of the Commonwealth of Kentucky by promoting the economic and health care development of the Commonwealth of Kentucky and the Issuer, will relieve conditions of unemployment and will improve the economic and health welfare of the inhabitants of the Issuer; and
WHEREAS, the Issuer is further authorized by the Act to issue bonds, which term under the Act encompasses bonds, variable rate bonds, commercial paper bonds, bond anticipation notes, notes or any other obligations for the payment of money issued by a city, county or other authority pursuant to the Act, for the purpose of defraying the costs of acquiring, constructing, equipping and installing an industrial building or buildings, which term as defined in the Act specifically encompasses facilities for the use of health-care or related facilities, including extended or long-term care facilities and facilities deemed necessary or useful in connection therewith; and
WHEREAS, discussions have occurred between the Borrower and the Issuer incident to the issuance of the bond anticipation notes by the Issuer, and the Borrower and the Issuer have agreed to issue such bond anticipation notes upon compliance by the Borrower with certain conditions, requirements and obligations, and subject to the approval of the Issuer of the terms of all agreements, resolutions, municipal orders and other documents required incident to said bond anticipation note issue; and the Issuer has authorized the Borrower to proceed with the undertaking of the Project, subject to reimbursement of the initial costs of the Project from the proceeds of one series of the bond anticipation notes, when and as issued; and
WHEREAS, the Borrower and the Issuer acknowledge that 5012 East Manslick Road will need to be rezoned before the Project can be constructed (5400 East Manslick Road is already appropriately zoned), but Borrower has requested this Resolution be enacted prior to the rezoning so that the Borrower can lock in a lower interest rate, assuming that the Borrower is able to comply with and satisfy the necessary conditions, requirements and obligations, including the rezoning, between the effective date of this Resolution and any issuance of the bond anticipation notes; and
WHEREAS, there is the possibility that Legislative Council of the Louisville/Jefferson County Metro Government (the “Council”) may ultimately review and decide the rezoning of 5012 East Manslick Road, assuming (i) the Planning Commission’s recommendation is not unanimous or (ii) the Planning Commission’s recommendation is unanimous, but a timely request is made that the Council review and decide the application pursuant to Land Development Code Section 11.7.5; and
WHEREAS, the Council wishes to make clear that approving this Resolution to authorize the possibility of bond anticipation notes and the opportunity to lock in a lower interest rate, assuming all such necessary conditions, requirements and obligations are met does not commit or otherwise bind the Council to vote a particular way on the rezoning application, should it come before Council for a decision; and
WHEREAS, based upon an estimate of certain costs of the Project to be incurred prior to the commencement of construction of the Project, the Issuer together with the Borrower proposes to issue its Healthcare Facilities Revenue Bond Anticipation Notes in one or more series as determined by the Borrower and agreed to by the Issuer in an amount not to exceed SIX MILLION TWO HUNDRED THOUSAND DOLLARS ($6,200,000) for the Project (the “Notes”), such Notes to be issued and delivered by the Issuer and the Borrower to pay for certain costs of the Project to be incurred prior to the commencement of construction of the Project, together with costs incident to the authorization and issuance of such Notes, but with such contributions from the Borrower as may be necessary; and
WHEREAS, the Issuer proposes to enter into at the appropriate time a trust indenture with a trustee and loan agreement with the Borrower, with respect to the Project, whereby the Borrower will covenant and agree to pay amounts sufficient to provide for the payment of principal of and premium, if any, and interest on the Notes, together with all fees in connection with the Notes as the same become due and payable; and
WHEREAS, it is deemed necessary and advisable that a Memorandum of Agreement between the Issuer and the Borrower be executed setting forth the preliminary agreements of the parties with respect to the Project, the issuance of the Notes to defray the costs thereof and the payments to be made by the Borrower with respect to the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE LEGISLATIVE COUNCIL OF LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (THE “COUNCIL”) AS FOLLOWS:
SECTION I: It is hereby found, determined and declared that (i) the recitals set forth in the preamble to this Resolution, which are incorporated in this Section by reference, are true and correct; (ii) the total amount of money, respectively, to be provided for certain costs of the Project to be incurred prior to the commencement of the acquisition, construction, installation, and equipping of the Project to be financed by one or more series of the Notes will not exceed SIX MILLION TWO HUNDRED THOUSAND DOLLARS ($6,200,000), including the costs of issuance related to the Project; (iii) the Borrower has represented that it will have sufficient financial resources to acquire, construct, install, and equip the Project throughout the term of the Notes, meeting when due its obligations under the proposed loan agreement; and (iv) sufficient safeguards will be provided by the loan agreement to insure that all money provided pursuant to the Notes will be expended by way of direct expenditure or reimbursement for the Project.
SECTION II: It is hereby found, determined and declared that the cost of financing the Project will be paid out of the proceeds of the Notes and such contributions of the Borrower as may be necessary; THAT NONE OF THE NOTES WILL BE GENERAL OBLIGATIONS OF THE ISSUER; THAT NEITHER THE NOTES NOR THE INTEREST THEREON SHALL CONSTITUTE OR GIVE RISE TO ANY INDEBTEDNESS OF THE ISSUER OR ANY CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER, BUT THAT THE NOTES AND THE PAYMENT OF INTEREST THEREON SHALL BE SECURED AND PAYABLE SOLELY AND ONLY BY A PLEDGE OF AMOUNTS TO BE PAID BY THE BORROWER UNDER SUCH LOAN AGREEMENT; AND THAT NO PART OF SAID COSTS WILL BE PAYABLE OUT OF ANY GENERAL FUNDS, REVENUES, ASSETS, PROPERTIES OR OTHER CONTRIBUTIONS OF THE ISSUER.
SECTION III: In order to induce the acquisition, construction, installation, and equipping of the Project with the resultant public benefits and health care benefits which will flow therefrom, it is deemed necessary and advisable that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the Issuer. Accordingly, the Memorandum of Agreement by and between the Borrower and the Issuer, substantially in the form and with the contents set forth in Exhibit A attached hereto and incorporated herein by reference, be and hereby is approved by the Council and the Mayor is hereby authorized and directed to execute and deliver said Memorandum of Agreement.
SECTION IV: It is hereby found, determined and declared that the acquisition, construction, installation, and equipping of the Project should be undertaken or caused to be undertaken by the Borrower. Accordingly, the Borrower is hereby authorized to formulate and develop plans for the acquisition, construction, installation, and equipping of the Project and to enter into such contracts and undertakings as may be required for the acquisition, construction, installation, and equipping of the Project.
SECTION V: This Resolution and the Memorandum of Agreement approved hereby constitute the present intent of the Issuer to issue the Notes at a later date and bonds; provided, however, it is acknowledged and agreed that prior to the actual issuance of the series of Notes related to the Project, if to be tax-exempt, there must first be held a public hearing with reasonable public notice as required by the Tax Equity and Fiscal Responsibility Act of 1982.
SECTION VI: Stites & Harbison, PLLC, is hereby approved as Bond Counsel. Bond Counsel is authorized and directed to take any legal action necessary or appropriate in connection with the issuance of the Notes. The Issuer’s attorney is authorized and directed to assist Bond Counsel in any appropriate manner.
SECTION VII: (a) The commitment of the Issuer pursuant to this Resolution is subject to the condition that on or before one year from the date hereof or such other date as shall be agreed upon by the Issuer:
(i) the Issuer shall have agreed to acceptable terms and conditions with respect to the loan agreement referred to in this Resolution and the details of the series of the Notes to be issued; and
(ii) The Borrower has complied with all required conditions, requirements, and obligations, including the rezoning of 5012 East Manslick Road.
(b) If the events set forth in subparagraph (a) do not take place within the time set forth therein, or any agreed extension thereof, and the Notes are not issued within such time, the Borrower shall reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Borrower’s request arising from this Resolution and the performance by the Issuer of its obligations hereunder shall thereupon terminate.
SECTION VIII: To the extent any resolution, municipal order or ordinance is in conflict with this Resolution, the provisions of this Resolution shall prevail and be given effect.
SECTION IX: This Resolution shall take effect upon its passage and approval, or otherwise becoming law.
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_____________________________ Sonya Harward Clerk of the Metro Council |
________________________________ Brent Ackerson President of the Council |
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_____________________________ Craig Greenberg Mayor |
________________________________ Approval Date |
APPROVED AS TO FORM:
Michael J. O’Connell
Jefferson County Attorney
By: ________________________________
R-114-26 Inducement Resolution for Wesley Manor 8-20-26 (lf)
EXHIBIT A
MEMORANDUM OF AGREEMENT REGARDING ISSUANCE
OF REVENUE BOND ANTICIPATION NOTES
THIS MEMORANDUM OF AGREEMENT REGARDING THE ISSUANCE OF REVENUE BOND ANTICIPATION NOTES, executed as of September ______, 2026, by and between the LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT (the “Issuer”) and WESLEY MANOR RETIREMENT COMMUNITY, INC., a non-profit corporation and organization described in Section 501(c )(3) of the Internal Revenue Code of 1986, as amended, on behalf of itself and/or any wholly-owned subsidiaries (the “Borrower”, with its principal office located in Louisville, Jefferson County, Kentucky.
W I T N E S S E T H:
1. Preliminary Statement. Among the facts and circumstances that have resulted in the execution of this Memorandum of Agreement by and between the parties are the following:
(a) The Borrower, as borrower, has applied to the Issuer for the issuance of its Healthcare Facilities Revenue Bond Anticipation Notes (the “Notes”) in an aggregate amount not to exceed $6,200,000, in one or more series, to defray the costs of and finance the acquisition, construction, installation, and equipping, including certain costs incurred prior to commencement of construction, of long-term healthcare and health related facilities located at 5012 and 5400 East Manslick Road, Louisville, Kentucky, including the construction, installation, and equipping of approximately 147 independent living units (the “Project”), and pay the costs of issuance related to the Notes issued in connection with the Project.
(b) The Project proposed to be acquired, constructed, installed, and equipped constitutes an “industrial building” within the meaning of Section 103.200 of the Kentucky Revised Statutes.
(c) The Borrower is developing plans, specifications and designs for the Project and has entered into discussions with the Issuer with respect to the financing of the Project.
(d) The Issuer is authorized and empowered by the provisions of Sections 103.200 to 103.285, inclusive, of the Kentucky Revised Statutes (collectively, the “Act”) to issue bonds, which term under the Act encompasses bonds, notes, variable rate bonds, commercial paper bonds, bond anticipation notes or any other obligations for the payment of money issued by a city, county or other authority pursuant to the Act, for the purpose of defraying the costs of acquiring, constructing, installing, and equipping an industrial building or buildings, which term as defined in the Act specifically encompasses facilities for the use of health-care or related facilities, including extended or long-term care facilities and facilities deemed necessary or useful in connection therewith, in order to promote the educational and general welfare, the economic development of the Commonwealth of Kentucky and the establishment, retention or expansion of industry. The Issuer is empowered, with respect to such industrial building facilities so acquired, constructed, installed, and equipped, to enter into at the appropriate time a trust indenture with a trustee and a loan agreement with a concern such as the Borrower providing for such payments by the Borrower and such other terms and conditions as the Issuer may deem advisable. The Notes, any trust indenture, any loan agreement, resolutions, and other necessary documents shall have such terms as shall be approved by Stites & Harbison, PLLC, as Bond Counsel, and by the Issuer, the purchaser(s) of the Notes, the Borrower, and the respective counsel to such parties, and the Issuer will deliver the Notes to the purchaser(s) thereof and cooperate to the fullest extent in consummating the transaction.
(e) The purposes of the Act, inter alia, are to promote the economic development of the Commonwealth of Kentucky, to relieve conditions of unemployment, to promote reconversion to a peacetime economy, to aid in the rehabilitation of returning veterans, to encourage the increase of industry in Kentucky, and to aid in the retention of existing industry by certain described means. The Issuer intends to finance the Project and to enter into at the appropriate time an indenture with a trustee and a loan agreement with the Borrower pursuant to the provisions of the Act with respect to the Project.
(f) The Borrower is ready, willing and able to cause the acquisition, construction, installation, and equipping of the Project, but has been advised by counsel that in order to warrant the issuance of the Notes by the Issuer it is necessary that official action be taken by the Issuer approving the Project and agreeing to issue at the appropriate time the Notes to finance the costs of acquisition, construction, installation, and equipping of the Project, including certain costs incurred prior to commencement of construction.
(g) Representatives of the Issuer have indicated the willingness of the Issuer to proceed with and to carry out such Notes financing in order to effectuate the purposes of the Act and have advised the Borrower that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals required by law, and to the happening of all acts, conditions and things required precedent to such financing, including (i) the rezoning of 5012 East Manslick Road (which Issuer is not committed or otherwise bound to approve pursuant to either this Memorandum of Agreement or the Resolution approving this Memorandum of Agreement), and (ii) satisfaction of all requirements of the Issuer, the Issuer, by virtue of authority of the Act, will issue together with the Borrower the Notes in one or more series as determined by the Borrower and agreed to by the Issuer in an aggregate amount not to exceed $6,200,000.
(h) The Issuer considers and determines that the acquisition, construction, installation, and equipping of the Project, and the execution of a trust indenture with a trustee and a loan agreement with the Borrower and others at the appropriate time with reference to the same, will promote and further the purposes of the Act.
(i) Pursuant to KRS 103.230(l), the Borrower has requested and hereby requests that the sale of the Notes by the Issuer be made upon a negotiated basis in a manner to be determined by the Borrower.
2. Representations and Undertakings on the Part of the Borrower. The Borrower represents, undertakes, covenants and agrees as follows:
(a) The Borrower intends to utilize the Project, or cause the Project to be utilized, at all times during the term of the loan agreement to be entered into at the appropriate time by and between the Issuer and the Borrower for the purposes hereinbefore indicated;
(b) The Project will tend to relieve conditions of unemployment and offer health care opportunities;
(c) The Borrower has caused and will cause contracts to be entered into for the acquisition, construction, installation, and equipping of the Project;
(d) Prior to or contemporaneously with the delivery of the Notes, the Borrower will enter into a loan agreement with the Issuer under the terms of which the Borrower will obligate itself to undertake and to complete both the acquisition, construction, installation, and equipping of the Project, and to pay to the Issuer sums sufficient in the aggregate to pay the principal of, interest on, and premium, if any, on the Notes as and when the Notes shall become due and payable, will pay as the same may become due, all taxes and governmental charges of any kind that may be lawfully assessed or levied against the Project, such loan agreement to contain such other provisions as shall be agreed upon by the Issuer and the Borrower; and
(e) The Borrower will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it or the Issuer may deem appropriate in pursuance thereof.
3. Undertaking on the Part of the Issuer. Subject to the fulfillment of the several conditions herein stated, the Issuer agrees as follows:
(a) It will at the appropriate time authorize or cause to be authorized the issuance of the Notes from time to time pursuant to the terms of the Act as then in force in an aggregate principal amount not to exceed SIX MILLION TWO HUNDRED THOUSAND DOLLARS ($6,200,000), or such other aggregate principal amount as shall be sufficient to pay certain costs of the Project incurred prior to construction and related costs when actually determined;
(b) It will adopt or cause to be adopted such proceedings and authorize the execution of such documents as may be necessary or acceptable for (i) the authorization and issuance of the Notes, (ii) the acquisition, construction, installation, and equipping of the Project, and (iii) providing for the payment of principal of and interest on the Notes by a trust indenture with a trustee and loan agreement with the Borrower pursuant to the Act, all as shall be authorized by the Act and upon terms which shall be satisfactory to the Issuer and the Borrower;
(c) The aggregate basic payments stipulated to be made by the Borrower under such loan agreement with reference to the Project shall be at least sufficient (in addition to covenants of the Borrower to properly operate, maintain and insure the Project) to pay the principal of, interest on and redemption premium, if any, on all of the Notes as and when the same become due and payable, whether at maturity or prior redemption or upon any acceleration of payment of principal as provided in the proceedings for the authorization of the Notes; and
(d) It will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings as it may deem appropriate.
4. General Provisions.
(a) The Borrower has requested that the sale of the Notes be negotiated in the manner permitted by statute and that the terms of the sale be subject to approval by the Borrower.
(b) All commitments of the Issuer and the Borrower pursuant to this Memorandum of Agreement are subject to the condition that on or before one year from the date hereof or such other date as shall be agreed upon by the Issuer and the Borrower:
(i) The Issuer and the Borrower shall have agreed to acceptable terms and conditions with respect to the loan agreement and Notes referred to in this Memorandum of Agreement and the details of the Note financing.
(ii) The Borrower has complied with all required conditions, requirements and obligations, including the rezoning of 5012 East Manslick Road
(c) If the events set forth in (b) of this paragraph do not take place within the time set forth therein, or any agreed extension thereof, and the Notes are not issued within such time, the Borrower agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Borrower's request arising from the execution of this Agreement, and the performance by the Issuer of its obligations hereunder shall thereupon terminate.
(d) This Memorandum of Agreement and the Resolution approving this Memorandum of Agreement constitute the present official intent of the Issuer to issue the Notes at a later date; provided, however, it is acknowledged and agreed that prior to the actual issuance of the series of Notes related to the Project, if such Notes are to be tax exempt, there must first be held a public hearing with reasonable public notice as required by the Tax Equity and Fiscal Responsibility Act of 1982.
(e) None of the Notes will be general obligations of the Issuer and neither the Notes nor the interest thereon shall constitute or give rise to any indebtedness of the Issuer or any charge against its general credit; but the Notes and the payment of interest thereon shall be secured and payable solely and only by a pledge of amounts to be paid by the Borrower under any loan agreement with the Issuer and others; and no said part of the costs related to the Project will be payable out of any general funds, assets, properties or other contributions of the Issuer.
(f) No recourse shall be had for the payment of the principal of or premium or interest on any of the Notes or for any claim based thereon or upon any obligation, covenant or agreement therein contained against any past, present or future officer, member, employee or agent of the Issuer, as such, either directly or through the Issuer, under any rule of law or equity, statute or constitution, or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, members, employees or agents as such shall be expressly waived and released as a condition of and consideration for the adoption of the accompanying Inducement Resolution and the issuance of the Notes .
IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement by their officers thereunto duly authorized as of the date set forth above.
LOUISVILLE/JEFFERSON COUNTY METRO GOVERNMENT
BY: _________________________________
Craig Greenberg, Mayor
(SEAL)
ATTEST:
_________________________
Sonya Harward
Clerk of the Metro Council
APPROVED AS TO FORM:
Michael J. O’Connell
Jefferson County Attorney
By______________________
WESLEY MANOR RETIREMENT
COMMUNITY, INC., on behalf of itself and/or any wholly-owned subsidiary
By: ___________________________
Name: ________________________
Title: __________________________