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HomeMy WebLinkAboutResolution - 2000-29 - Elim Homes, Inc. Project; Issuance of $1,000,000 Health Facility Revenue Note - 02/01/2000 CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2000-29 RESOLUTION RELATING TO A $1,000,000 HEALTH FACILITY REVENUE NOTE; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 469, AUTHORIZING THE SUBMISSION OF AN APPLICATION FOR APPROVAL OF SAID PROJECT TO THE COMMISSIONER OF TRADE AND ECONOMIC DEVELOPMENT OF THE STATE OF MINNESOTA AND AUTHORIZING THE PREPARATION OF NECESSARY DOCUMENTS WHEREAS, pursuant to and in accordance with the provisions of Minnesota Statutes, Sections 469.152 through 469.1651 (the "Act"), and a Resolution of the City Council of the City of Eden Prairie (the "City") adopted on December 21, 1999, by appropriate action duly taken by the City, and in furtherance of the purposes of the Act, the City has previously declared its intention to provide financing for the acquisition, construction and equipping of a corporate office facility for the Company(as defined hereinafter)located at the southeast corner of the intersection of Office Ridge Circle and Valley View Road, Eden Prairie,Minnesota(the"Project"); and WHEREAS, the City conducted a special public hearing on the Project and the proposed financing on January 18, 2000, after fourteen (14) days' prior notice thereof as required by the Act and the Internal Revenue Code of 1986; and WHEREAS, Elim Homes, Inc., a Minnesota nonprofit corporation(the "Company"), has requested the City to issue its Revenue Note of 2000 (Slim Homes, Inc. Project) (the "Bonds") in the aggregate principal amount not to exceed $1,000,000 to provide funds to finance the Project; and WHEREAS, the City proposes to finance the Project under the Act by the issuance of the Bonds of the City under this resolution; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City as follows: Section 1. Definitions. 1.1. In this Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise. Act: Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152 through 469.1651, as amended. -1- Assignment of Leases and Rents: the Assignment of Leases and Rents from the Company to the Lender. Assignment of Loan Agreement: the Assignment of Loan Agreement from the City to the Lender. Bond Counsel: the firm of Lindquist&Vennum P.L.L.P., Minneapolis, Minnesota or any other nationally recognized bond counsel experienced in tax exempt industrial revenue bond financing selected by the Company and acceptable to the Lender and the City. Cam: the City of Eden Prairie, Minnesota, its successors and assigns. Company: Elim Homes, Inc., a nonprofit corporation organized and existing under the laws of the State of Minnesota. Construction Costs: all costs paid to construct and complete the Project, including, but not limited to, site preparation costs, architectural fees, engineering fees and all costs of labor, material and services paid or incurred by the Company. Disbursing Agreement: the Disbursing Agreement among the Company, First American Title Insurance Company, as disbursing agent, and the Lender. Holder: any holder of the Note. Improvements: the improvements, including tangible personal property, constructed or installed by the Company in the Project in accordance with the plans and specifications. Land: the real property described in Exhibit A attached to the Loan Agreement. Lender: Bremer Bank, National Association, its successors and assigns. Loan Agreement: the Loan Agreement between the City and the Company, as the same may be from time to time amended or supplemented in accordance with the provisions hereof. Loan Commitment: the commitment of the Lender to the Company dated November 17, 1999. Mortgage: the Mortgage, Assignment of Rents and Security Agreement given by the Company, as mortgagor, to the Lender, as mortgagee, providing for the mortgaging of the Mortgaged Property to secure payment of the Note and interest thereon. -2- Mortgaged Property: collectively, the Land and the Project. Note: the Revenue Note of 2000 (Slim Homes, Inc. Project) to be issued by the City as authorized by the Resolution. Project: the acquisition, construction and equipping of a corporate office facility in Eden Prairie, Minnesota. Project Costs: the costs of acquisition, construction and equipping the Project. Resolution: this Resolution of the City. Section 2. Findings. It is hereby found and declared that: (a) By virtue of the Act, the City has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act. (b) Based upon representations made to the City by representatives of the Company as to the nature of the Project, the real property and improvements described in the Loan Agreement, the Disbursing Agreement and the Mortgage comprising the Project constitute a "project" authorized by the Act. (c) The City Clerk is hereby authorized and directed to submit the proposal for the above-described Project to the Commissioner of Trade and Economic Development(the "Commissioner"), requesting the Commissioner's approval and any approvals required by Subdivision 6 of Section 469.154, Minnesota Statutes, and other officers, employees and agents of the City are hereby authorized to provide the Commissioner with such information as the Commissioner may require. (d) The financing of the acquisition, construction and equipping of the Project, the issuance and sale of the Note, the execution and delivery of the Loan Agreement and the Assignment of Loan Agreement and the performance of all covenants and agreements of the City contained in the Note, the Loan Agreement and the Assignment of Loan Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Note, the Loan Agreement and the Assignment of Loan Agreement valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (e) It is desirable that the Note in the maximum amount of $1,000,000 be issued by the City upon the terms set forth herein, and that the City pledge its interest in the Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of and interest on and all other amounts due under the Note; -3- (f) The payments required by the Loan Agreement are variable and are required to be revised from time to time as necessary, so as to produce income and revenues sufficient to provide for prompt payment of principal of and interest on the Note when due, and the Loan Agreement also provide that the Company is required to pay all expenses of the operation and maintenance of the Project including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement; (g) As provided in the Loan Agreement, the Note is not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof, the City is not subject to any liability thereon; no holder of the Note shall ever have the right to compel any exercise of the taxing powers 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 charge, lien or encumbrance, legal or equitable, upon any property of the City; the Note shall recite that the Note, including interest thereon, is payable solely from the revenue pledged to the payment thereof; and the Note shall not constitute a debt of the City within the meaning of any constitutional of statutory limitation; (h) The acquisition, construction and equipping of the Project to be financed by the Note to be issued by the City are as set forth in the Loan Agreement. The maximum aggregate face amount of the Note is $1,000,000. The initial owner and manager of the Project will be the Company; and Section 3. Authorization and Sale. 3.1. Authorization. The City is authorized by the Act to issues revenue bonds and loan the proceeds thereof to nonprofit corporations to finance the acquisition and construction of "projects," as defined in the Act, and to make all contracts, execute all instruments and do all things necessary or convenient in the exercise of such authority. 3.2. Preliminary City Approval. By preliminary resolution duly adopted by the Council on December 21, 1999, this Council gave preliminary approval to the sale of a revenue obligation pursuant to the Act and the loan of the proceeds to the Company for the financing of the Project and authorized the preparation of such documents as may be appropriate to the Project. This Council hereby ratifies and confirms the preliminary resolution adopted on December 21, 1999 and finds that it remains in full force and effect. 3.3. Approval of Documents. Pursuant to the foregoing, there have been prepared and presented to the Council copies of the following documents, all of which are now, or shall be, placed on file in the office of the City Clerk: -4- (a) Loan Agreement; (b) Assignment of Loan Agreement; (c) Mortgage; (d) Note; (e) Disbursing Agreement; and (f) Assignment of Leases and Rents. The forms of the documents listed in (a) through (f) above are approved with such variations, insertions and additions as are deemed appropriate by the parties and approved by the City Attorney or Director of Finance. Section 4. Authorization. Upon the completion of the Loan Agreement and the Assignment of Loan Agreement approved in Section 3.3 hereof and the execution thereof by the Company and the Lender, as the case may be, the Mayor and the City Manager shall execute the same on behalf of the City and shall execute the Note in substantially the form approved in paragraph 5.1 hereof on behalf of the City, and shall execute such other certifications, documents or instruments as Bond Counsel or counsel for the Lender shall require, and which are approved by the City Attorney, and all certifications, recitals and representations therein shall constitute the certifications, recitals and representations of the City. Execution of any instrument or document by one or more appropriate officers of the City shall constitute, and shall be deemed the conclusive evidence of, the approval and authorization by the City and the council of the instrument or document so executed. Section 5. The Note. 5.1. Form and Authorized Amount. The Note shall be issued substantially in the form presented to the Council and set forth as Exhibit A to this Resolution with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, in the total maximum principal amount of$1,000,000. The terms of the Note are set forth therein, and such terms, including but not limited to provisions as to interest rate, dates and amount of payment of principal and interest and prepayment privileges, are incorporated by reference herein. 5.2. Execution. The Note shall be executed on behalf of the City by the signatures of the Mayor and the City Manager. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 5.3. Mutilated, Lost and Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new Note of like outstanding -5- principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the holder's paying the reasonable expenses and charges of the City in connection therewith, and, in case the Note is destroyed or lost, its filing with the City evidence satisfactory to it of such loss or destruction. 5.4. Registration. The Note shall be registered on the books of the City, subject to the conditions set forth in the form of the Note attached hereto as Exhibit A. 5.5. Delivery and Use of Proceeds. Prior to delivery of the Note, the documents referred to in Section 3.3 hereof shall be completed and executed in form and substance as approved by the City and an original, executed counterpart of each such document shall be delivered to the Lender. The City shall thereupon deliver to the Lender the Note in the total principal amount of $1,000,000, together with a copy, duly certified by the City Clerk, of this Resolution and such closing certificates as are required by Bond Counsel. Upon delivery of the Note and the above items to the Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note to the Company in reimbursement of, or to its order for payment of, Project Costs pursuant to the provisions and subject to the conditions of the Loan Agreement and the Disbursing Agreement. Section 6. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City prior to the execution of the documents. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of the Mayor, any of the documents authorized by this Resolution to be executed may be executed by the acting Mayor; in the absence or disability of the City Manager, any other officer of the City who, in the opinion of counsel to the City, may execute such documents. Section 7. Limitations of the City's Obligations. It is understood and agreed by the Company and the Lender that no covenant, provision or agreement of the City herein or in the Note or in any other document executed by the City in connection with the issuance, sale and delivery of the Note, or any obligation herein or therein imposed upon the City or breach thereof, shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers or shall obligate the City financially in any way except with respect to the Loan Agreement and the application of revenues therefrom and the proceeds of the Note. No failure of the City to comply with any term, condition, covenant or agreement therein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Note. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the City. In making the agreements, provisions and covenants set forth herein, the City has not obligated itself except -6- with respect to the Loan Agreement and the application of revenues hereunder as hereinabove provided. The Note constitutes special obligations of the City, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement and does not now and shall never constitute an indebtedness or a loan of the credit of the City, the State of Minnesota or any political subdivision thereof or a charge against the City's general taxing powers within the meaning of any constitutional or statutory provision whatsoever. It is further understood and agreed by the Company and the Lender that the City shall incur no pecuniary liability hereunder and shall not be liable for any expenses related hereto. If, notwithstanding the provisions of this Section, the City incurs any expense, or suffers any losses, claims or damages or incurs any liabilities, the Company will indemnify and hold harmless the City from the same and will reimburse the City for any legal or other expenses incurred by the City in relation thereto, and this covenant to indemnify, hold harmless and reimburse the City shall survive delivery of and payment for the Note. The liability of the Note is further restricted as provided in Section 469.162 of the Act. Section 8. Tax Exempt Status of the Bonds. The City hereby designates $1,000,000 of the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code. Adopted: February 1, 2000 :��e *JeanL. s, Mayor Attest: 4K. e6enPorta, City Clerk V -7-