Loading...
HomeMy WebLinkAboutResolution - 82-172 - Authorizing Issuance of $2,550,000 MIDB's for Twin City Christian Homes - 07/06/1982 Member introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF $2 , 550 , 000 AGGRE- GATE PRINCIPAL AMOUNT OF ITS FIRST MORTGAGE NURSING HOME REVENUE BONDS (TWIN CITY CHRISTIAN HOMES PROJECT) , SERIES 1982 , AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREE- MENT AND A BOND PURCHASE AGREEMENT AND APPROVING AN OFFICIAL, STATEMENT , ALL RELATING TO SAID BONDS , AND AUTHORIZING OTHER ACTION TO BE TAKEN WITH RESPECT TO THE ISSUANCE , SALE AND DELIVERY OF SAID BONDS BE IT RESOLVED by the City Council ( the "Council" ) of the City of Eden Prairie , Minnesota (the "City" ) , as follows : 1. It has been proposed that the City issue its First Mortgage Nursing Home Revenue Bonds (Twin City Christian Homes Project) , Series 1982 (the "Bonds" ) , in the aggregate principal amount of $2, 550 ,000 , and loan the proceeds thereof to Twin City Christian Homes , a Minnesota nonprofit corporation ( the "Corporation" ) , which will use the proceeds to finance the acquisition of land located in the City and the acquisition, construction and equipping of a nursing home and certain related improvements thereon ( the "Project" ) . The Council held a public hearing on February 2, 1982, with respect to the proposal and gave preliminary approval to the proposal by resolution duly adopted February 2, 1982 , and that approval is hereby confirmed and ratified , and pursuant to that resolution drafts of the following documents relating to the Project have been submitted to the Council and are now , or shall be placed , on file in the office of the City Clerk : ( a ) Loan Agreement, dated as of July 1 , 1982 ( the "Loan Agreement" ) , proposed to be made and entered into between the City and the Corporation; (b) Indenture of Trust, dated as of July 1 , 1982 ( the "Indenture" ) , proposed to be made and entered into between the City and First Trust Company of Saint Paul, as trustee ( the "Trustee" ) ; (c) Mortgage, Agreement, dated as of July 1 , 1982 ( the "Mortgage" ) , proposed to be made and entered into between the Corporation and the Trustee ; (d) Bond Purchase Agreement ( the "Bond Purchase Agreement" ) , proposed to be made and entered into among the City, the Corporation and Miller & Schroeder Municipals, Inc . ( the "Underwriters" ) ; and ( e) Official Statement , dated June 30 , 1982 ( the "Official Statement" ) . 2 . It is hereby found , determined and declared that : ( a) based upon representations of the Corporation as to the nature and use of the Project , the real and personal property comprising the Project constitutes a project authorized by the Minnesota Municipal Industrial Development Art, Minnesota Statutes, Chapter 474, as amended ( the "Act" ) ; (b) the purpose of the Project is and the effect thereof will be to retain and improve existing health care 4 services available to residents of the City and surrounding areas and to promote the public welfare by the attraction , encouragement, retention and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment ; the development and retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities ; and halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; ( c ) the Project is located within the City limits at a site which is easily accessible to employees residing within the City and the surrounding community and to means of transportation of materials and products; (d ) the Project has been approved by the Commissioner of Energy, Planning and Development of the State of Minnesota ; (e) the financing of the Project, the issuance and sale of the Bonds , the execution and delivery of the Loan Agreement , the Indenture and the Bond Purchase -2- Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Bond Purchase Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds valid and binding obligations of the City in accordance with their terms are authorized by the Act; ( f ) it is desirable that a series of First Mortgage Nursing Home Revenue Bonds in the amount of $2, 550 , 000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which a pledge of and security interest in the City ' s interest in the Loan Agreement and the payments thereunder ( except for certain expenses and indemnification) will be granted to the Trustee as security for the payment of principal of , premium, if any , and interest on the Bonds; (g ) the loan payments contained in the Loan Agreement are fixed , and required to be revised from time to time as necessary , so as to produce income and revenue sufficient to provide for prompt payment of principal of , premium, if any, and interest on all bonds issued under the Indenture ( including the Bonds ) when due , and the Loan Agreement also provides that the Corporation is required to pay all expenses of the operation and maintenance of the Project , including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; and (h ) under the provisions of Section 474. 10 of the Act , and as provided in the Loan Agreement and Indenture, the Bonds are 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 riot subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Bond issued under the Indenture shall recite that the Bonds , including interest thereon , are payable solely from the revenue pledged to the payment thereof and that no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. -3- 3 . The forms of Loan Agreement, Indenture , Mortgage and Bond Purchase Agreement referred to in paragraph 1 are approved . The Loan Agreement , with such variations , insertions and additions as the City Attorney may hereafter deem appropriate , is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and the official seal of the City impressed thereon and attested to by the City Clerk , upon execution thereof by the Corporation. The Indenture , •with such variations , insertions and additions as the City Attorney may hereafter deem appropriate , is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and the official seal of the City impressed thereon and attested to by the City Clerk and delivered to the Trustee. The City hereby approves the language of the Official Statement in the section captioned "The City" . The City has not prepared nor made any independent investigation of the information contained in the Official Statement other than the section therein captioned "The City" and the City takes no responsibility .for such information. The Council consents to the distribution of the Official Statement by the Underwriters to dealers and prospective purchasers of the Bonds . Copies of all of the documents shall be delivered , filed and recorded as provided therein. The terms and conditions of the Bond Purchase Agreement are found to be reasonable and advantageous to the City , and the Mayor , City Manager and City Clerk are authorized and directed to execute the Bond Purchase Agreement in the name and on behalf of the City. 4 . In anticipation of the collection of payments under the Loan Agreement , the City shall proceed forthwith to issue the Bonds in the aggregate principal amount of $ 2 , 550 , 000 , in the form and upon the terms set forth in the Indenture , which terms are for this purpose incorporated in this resolution and made a part hereof . The proposal of the Underwriters to purchase the Bonds upon the terms and conditions set forth in the Bond Purchase Agreement is hereby found and determined to be reasonable and is hereby accepted . The Mayor , City Manager and City Clerk are authorized and directed to prepare and execute by facsimile signature the Bonds and the coupons appertaining thereto as prescribed in the Indenture and to deliver them to the Trustee , together with a certified copy of this resolution and other documents required by the Indenture , for authentication and delivery to the purchaser . The Trustee is hereby appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes , Section 475 . 55 . -4- 4 5 . The Mayor , City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Bonds , when issued , certified copies of all proceedings and records of the City relating to the Bonds , and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers ' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits , including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 6 . The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereof , deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents . The execution of any document by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval cf such document in accordance with the terms hereof. In the At absence of the Mayor , City Manager or City Clerk , any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor , Assistant City Manager or Deputy City Clerk , respectively. 7. This resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of Eden Prairie, Minnesota , this 6th day of J 1 " 1982. Mayor Attest: Jerk City Manager (SEA _5