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HomeMy WebLinkAboutResolution - 89-89 - Authorizing Issuance, Sale and Delivery of Issuer=s First Mortgage Health Care Refunding Revenue Bonds for Castle Ridge Care Center, Inc. - 05/02/1989 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S FIRST MORTGAGE HEALTH CARE REFUNDING REVENUE BONDS (CASTLE. RIDGE CARE CENTER, INC. PROJECT) SERIES 1989 (THE 'BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM 'THEREON SHALL BE PAYABLE SOLELY FROM REVENUES DERIVED FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE. OF TRUST, A LOAN AGRF.EME,NT, AN ESCROW AGREEMENT, AND A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF A COMBINATION MORTGAGE, SECURITY AGREEMENT, AND FIXTURE FINANCING STATEMENT AND OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS WHEREAS, the City of Eden Prairie, Minnesota (the "Issuer") is a statutory city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to refund, in whole or in part, bonds which it has previously issued, and the interest thereon, and is authorized to enter into any agreements made in connection therewith and pledge those agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation (the "Company") has requested the Issuer to issue its First Mortgage Health Care Refunding Revenue Bonds (Castle Ridge Care Center, Inc. Project) Series 1989 in an aggregate principal amount of not to exceed $4,000,000 (the "Bonds") to provide for the funding of a loan (the "Mortgage Loan") to the Company for the purposes of refunding the Issuer's previously issued First Mortgage Nursing Home Revenue Bonds (Twin City Christian Homes Project) Series 1982, $2,470,000 in aggregate principal amount of which are currently outstanding (the "Series 1982 Bonds"), refunding the Issuer's previously issued First Mortgage Health Care Revenue Bonds (Castle Ridge Care Center, Inc. Project) Series 1986, $1,175,000 in aggregate principal amount of which are currently outstanding (the "Series 1986 Bonds"), paying certain other costs associated with the Company's health care facility located in the City of Eden Prairie (the "Project"), and providing working capital to the Company; and 1 WHEREAS, the Mortgage Loan will be made pursuant to the terms of a Loan Agreement dated as of May 1, 1989 (the "Loan Agreement") between the Issuer and the Company; and WHEREAS, the Issuer proposes to finance the refunding of the Series 1982 Bonds and the Series 1986 Bonds and the other related purposes under the Act by the issuance of the Bonds of the Issuer under this resolution as hereinafter defined; and WHEREAS, the Bonds will be issued under an Indenture of Trust dated as of May 1, 1989 (the "Indenture") between the Issuer and First Trust National Association (the "Trustee"), and will be secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of May 1, 1989 (the "Mortgage") from the Company to the Trustee, and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture, and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary lability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Project; and WHEREAS, in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, the City Council of the Issuer will hold a public hearing on May 16, 1989, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen (14) days before the hearing; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the provision of necessary health care facilities, so that adequate health care services are available to residents of the State at reasonable cost, is a public purpose. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount of not to exceed $4,000,000. The Bonds shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture in the form now on file with the Issuer. The interest rates on the Bonds shall be determined bT Miller & Schroeder Financial, Inc., the underwriter with respect to the Bonds (the "Underwriter"), subject to approval of the rates by the City Manager of the Issuer. Execution of the Indenture and Loan Agreement by the City Manager of the Issuer shall be evidence of such approval. In no event shall the interest rate exceed nine and one-half percent (9.5%). 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Company pursuant to the Loan Agreement, the Mortgage, and other funds pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the 2 ,- Issuer (the "Mayor", and the "Manager", respectively) to execute and deliver the Indenture, by and between the Issuer and the Trustee, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution cf the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bondholders, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially ip the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially charge the substance thereof, or as the Mayor and the Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 4. The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement, the Escrow Agreement dated as of May 1, 1989 (the "Escrow Agreement") between the Issuer and First Trust National Association, as trustee with respect to the Series 1982 Bonds and the Series 1986 Bonds, and the Bond Purchase Agreement dated May 17, 1989 executed by the Issuer, the Underwriter, and the Company (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement, the Escrow Agreement, and the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement, the Escrow Agreement, and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof., or as the Mayor and the Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 5. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the Loan Agreement and the Mortgage. 6. The form of the Mortgage in substantially the form on file with the Issuer, is hereby approved, with such omissions and insertions as do not materially change the substance thereof. 7. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 8. The Mayor and Manager of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including the Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 3 r.< 9. The Issuer has not participated in the preparation of the Official f Statement dated May , 1989 relating to the Bonds (the "Official Statement") and has made no independent investigation with respect to the information contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Official Statement in the form on file with Issuer. The Official. Statement is the sole material consented to by the Issuer for use in connection with the offer and sale of the Bonds. 10. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the issuer or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such poN,ers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 11. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any holder from time to time of the Bonds issued under the provisions of this resolution . 4 12. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 13. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 14. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer• are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punetval and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the Manager of the Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by a member of the City Council or the City Clerk, with the same force and effect as if such documents were executed and delivered by the Manager of the Issuer. 15. The effectiveness of this resolution is expressly conditioned upon the holding of a public hearing with respect to the Bonds, and shall not be considered effective unless and until such public hearing is conducted. 16. This resolution shall be in full force and effect from and after its passage, subject to the terms of Section 15 hereof. Adopted by the City Council of the City of Eden Prairie this - day of May, 1989. Mayor City Clerk 5 �' 1