A RESOLUTION AUTHORIZING THE MAYOR AND COUNCIL PRESIDENT OF THE
CITY OF ST. CLAIRSVILLE, OHIO, TO EXECUTE A CERTIFICATE OF APPROVAL
IN FAVOR OF PRESBYTERIAN SENIOR LIVING FOR THE ISSUANCE OF
OBLIGATIONS QUALIFIED UNDER THE INTERNAL REVENUE CODE (CODE 1954,
AS AMENDED AND CODE 1986, AS AMENDED) AND DECLARING AN EMERGENCY
WHEREAS, Presbyterian Senior Living (the “Corporation”), a Corporation-Not-for-Profit organized and existing under Pennsylvania laws and operating non-profit health center and retirement community facilities serving the public in this City has determined to finance a project of the Corporation consisting of various capital expenditures and improvements including renovations, restorations, expansions, upgrades, alterations, repairs, capital equipment and furnishing acquisitions and construction of general capital improvements to its facilities, including Mark H. Kennedy Park located in this City (the “Project”); and
WHEREAS, the Corporation desires to finance the Project by incurring debt to be evidenced by one or more series of bonds or notes (the “Obligations”) to be issued by a governmental body for the benefit of the Corporation (the “Issuer”) in an aggregate principal amount not to exceed $30,725,000, with up to $500,000 being expended in this City for the Project; and
WHEREAS, the Issuer and the Corporation intend that the interest on the Obligations will be qualified for exemption from federal income taxation under provisions of Section 103 of the United States Internal Revenue Code of 1954, as amended (the “1954 Code”), including amendments made by the Internal Revenue Code of 1986 (the “1986 Code”), the 1954 Code and the 1986 Code being referred to herein as the “Code” (such obligations are referred to herein as “tax-exempt obligations”); and
WHEREAS, Section 147(f) of the Code requires that the governmental unit having jurisdiction over the area in which a project to be financed with tax-exempt obligations is located give its approval for the project to have the benefit of the use of tax-exempt obligations after a public hearing on the matter.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ST. CLAIRSVILLE, OHIO:
SECTION 1: The advertisement and holding of a public hearing on behalf of the City regarding the Project and the issuance of the Obligations as tax-exempt obligations, as required by Section 147(f) of the Code, is hereby authorized, approved, and ratified.
SECTION 2: The Council of this City hereby authorizes and directs the Mayor and Council President, upon receipt of a synopsis of the public hearing, to execute and deliver on behalf of the Council of this City a Certificate of Approval with respect to the Obligations, such Certificate of Approval to be substantially in the form attached hereto as Exhibit A, with appropriate insertions.
SECTION 3: The approval granted hereby shall not, in any way, pledge or obligate the credit or taxing power of this City, nor shall this City be liable for the payment of the principal of, or interest on, any obligations issued as conduit financing through the Issuer for the Project, including the Obligations.
SECTION 4: Nothing in this Resolution is intended to be, nor shall it be construed as, an approval of the Project or the Obligations by this City for any purpose other than the public approval requirement of Section 147(f) of the Code.
SECTION 5: All prior actions of this City taken in conformity with the intent and purposes of this Resolution are ratified, confirmed, and approved.
SECTION 6: All prior resolutions or parts of resolutions, insofar as such shall be inconsistent herewith, shall be and the same expressly are repealed.
SECTION 7: That this Resolution is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and welfare of the residents of the City of St. Clairsville.
PASSED at a meeting of the Council of the City of St. Clairsville on this 3rd day of July, 2023, by the affirmative vote of 5 members of the council.