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HomeMy WebLinkAboutResolution - 86-181 - Final MIDB Castle Ridge - $1, 175, 000 - RESOLUTION NO. ,K A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $1,175,000 CITY OF EDEN PRAIRIE, MINNESOTA, FIRST MORTAGE HEALTH CARE REVENUE BONDS (CASTLE RIDGE CARE CENTER, INC. PROJECT) SERIES 1986 (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 AGREEMENT, AND A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AN AMENDMENT TO MORTGAGE AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDERS 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, Chapter 474, as amended (the "Acts"), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a 21-unit assisted living facility and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds (the "Program"); and WHEREAS, to provide a means of financing the cost of a 21-unit assisted living facility that will provide housing and health care for elderly residents of the City of Eden Prairie (the "City") and further (1) to provide for and promote the public health, safety, morals and welfare; (2) to provide for efficient and well- planned urban growth and development; and (3) to assist elderly persons in obtaining safe and sanitary housing, which constitute valid public purposes for the issuance of revenue bonds under the Act, the Issuer has developed a program with respect to (i) the issuance by the Issuer of its First Mortgage Health Care Revenue Bonds (Castle Ridge Care Center, Inc. Project) Series 1986 (the "Bonds") in the aggregate principal amount of $1,175,000 and (ii) the use of the Bond proceeds by the Issuer to provide for funding of a loan (the "Mortgage Loan") to Castle Ridge Care Center, Inc., a Minnesota non-profit corporation (the "Developer"), pursuant to a Loan Agreement dated as of July 1, 1986 between the Issuer and the Developer (the "Loan Agreement") to permanently finance construction of a 21-unit assisted living facility (the "Project"); and 1 WHEREAS, the Issuer by the passage of Resolution No. 86-144 (the "Preliminary Resolution") dated June 17, 1986 given preliminary approval for the issuance of up to $1,175,000 of the Issuer's first mortgage health care revenue bonds; and WHEREAS, the Preliminary Resolution was adopted in conformity with the Act after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least fifteen (15) days before the date of the hearing, as required by the Act; and WHEREAS, the Project has been submitted to the Minnesota Department of Energy and Economic Development; and WHEREAS, on June 19, 1986 the Issuer made application for an allocation from the competitive pool pursuant to Minn. Laws 1986 Ch. 465, Article 1, Section 19, Subdivision 2; and WHEREAS, on June 25, 1986 the Minnesota Department of Energy and Economic Development granted to the Issuer a Certificate of Allocation; and WHEREAS, the Issuer proposes to finance the undertaking of said Project 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, as hereinafter defined, and will be secured by an Amendment to Mortgage Agreement dated as of July 1, 1986 (the "Mortgage") from the Developer to First Trust Company, Inc., as trustee (the "Trustee") and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture of 'Trust, 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 liability 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 said Project; and WHEREAS, in order to comply with the requirements of Section 103(k) of the Internal Revenue Code of 1954, as amended, the City Council has previously held a public hearing, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen (14) days before the hearing. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: 1. For the purpose of financing the acquisition, construction and installation of the Project, there is hereby authorized the issuance, sale and delivery of the Bonds in the principal amount of $1,175,000. The Bonds shall bear interest at the rates, shall be numbered, shall be dated, shall mature, shall be in such principal amount, 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 of Trust, dated as of July 1, 1986 (the "Indenture"), between the Issuer and the Trustee, in the form now on file with the Issuer. 2 2. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Developer pursuant to a Loan Agreement dated as of July 1, 1986 (the "Loan Agreement") between the Issuer and the Developer, 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 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 of 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 Rill force and effect from the date of execution and delivery thereof. The Indenture shall be in substantially the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Manager, in his discretion, shall determine, and the execution thereof by the Manager shall be conclusive evidence of such determination. 3. The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement executed by the Issuer, Miller & Schroeder Financial, Inc. and the Developer (the "Bond Purchase Agreement"). All of the provisions of the Loan 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 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 Manager, in his discretion, shall determine, and the execution thereof by the Manager shall be conclusive evidence of such determination. 4. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and the Disbursing Agreement (as defined in the Indenture), 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. 5. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 6. 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 3 shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 7. The Issuer hereby consents to the distribution of the Official Statement dated July 28, 1986, relating to the Bonds, in substantially the form now on file with the Issuer. The Issuer hereby consents to the use by the Underwriters in connection with the sale of the Bonds of the Official Statement, substantially in the form of the Preliminary Official Statement described above; provided that the ;Manager may consent to such variations, omissions and insertions as are not materially inconsistent with the form on file with the Issuer on the date hereof. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. 8. 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 powers 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. 9. 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 10. In case any one or more of the provisions of this resolution, 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. 11. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Acts, 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. 12. 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, punctual 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 Assistant to City Manager, with the same force and effect as if such documents were executed and delivered by the Clerk of the Issuer. 13. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Eden Prairie this ` day of July, 1986. (SEAL) y D.1 E terson Mayor est John D. Frane ,r City Clerk 5