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HomeMy WebLinkAbout92-029 CITY OF ARDEN HILLS RAMSEY COUNTY, MINNESOTA . RESOLUTION NO. 92 - 19 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BOND PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED, TO PROVIDE FUNDS TO BE LOANED TO PRESBYTERIAN HOMES OF MINNESOTA, INC. FOR ELDERLY HOUSING PROJECT , BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota (the "City"), as follows: 1. Authoritv. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 462C, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of undertaking authorized housing programs and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act and to pledge revenues of the project and otherwise secure such bonds. . 2. Authorization of Bond. The City Council hereby determines that it is desirable and expedient to authorize, and the City Council does hereby authorize, the issuance of a revenue bond of the City pursuant to the Act to provide funds to be loaned to Presbyterian Homes of Minnesota, Inc., a Minnesota nonprofit corporation (the "Borrower"), to enable the Borrower to refinance certain Existing Indebtedness (as further described in the Loan Agreement referred to below), incurred with respect to its existing elderly housing facilities in the City commonly known as "Sutton Place" (together with the undertaking by the Borrower of certain improvements, rehabilitation and renovation thereof, all as more fully described in the Loan Agreement, the "Project") . . 3. Documents Presented. Forms of the following documents relating to the Project and the financing thereof have been submitted to and examined by the City and are now on file in the office of the City Clerk/Administrator: (a) Loan and Purchase Agreement (the "Loan Agreement"), dated as of April 1, 1992, between and among the City, the Borrower and Norwest Bank Minnesota, National Association (the "Lender"), whereby, among other things, the City agrees to issue and sell to the Lender and the Lender agrees to purchase from the City the City's Housing Facilities Revenue Bond (presbyterian Homes of Minnesota, Inc. Sutton Place Project) (the "Bond"), the City agrees to make a loan to the Borrower of the proceeds of the sale of the Bond, and the Borrower covenants to pay amounts sufficient to provide for the full and prompt payment when due of the principal of, premium, if any, and interest on the Bond; and . (b) Loan Agreement Assignment (the "Loan Agreement Assignment") dated as of April 1, 1992, from the City to the Lender, whereby the City assigns to the Lender all of its interest in the Loan Agreement and Loan Repayments of the Borrower thereunder (except its rights under Sections 5.02, 7.01, 8.04 and 8.05 thereof relating to indemnity and expenses of the City), for the purpose of securing the full and prompt payment of the Bond; and (c) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") dated as of April 1, 1992, from the Borrower and Johanna Shores, Inc. ("Johanna") to the Lender, whereby the Borrower grants a mortgage and security interest in the Mortgaged Property, as defined therein, as further security for the full and prompt payment of the Bond (this document not to be executed by the City); and (d) Assignment of Leases and Rents (the "Lease Assignment") dated as of April 1, 1992, from the Borrower to the Lender, whereby the Borrower and Johanna assign to the Lender the leases and rents with respect to the Project, for the further security of the Bond (this document not to be executed by the City). . 4. Findinqs. It is hereby found, determined and declared that: (a) The undertaking of the Project, as described in paragraph 2 hereof and in the Loan Agreement, is duly authorized by the Act. (b) The Project has been approved by a preliminary resolution of the City Council duly adopted on November 25, 1991, and was approved or not rejected by the Minnesota Housing Finance Agency, as required by the Act. (c) The issuance and sale of the Bond, the execution and delivery of the Loan Agreement and the Loan Agreement Assignment and the performance of all covenants and agreements of the City contained in the Bond, the Loan Agreement and the Loan Agreement Assignment and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bond, the Loan Agreement and the Loan Agreement Assignment valid and binding obligations of the City in accordance with their terms, are authorized by the Act. . (d) There is no litigation pending or, to the best of its knowledge threatened, against the City relating to the Project or to the Bond, the Loan Agreement or the Loan Agreement Assignment or questioning the organization of the -2- . City or its power or authority to issue the Bond or execute and deliver the Loan Agreement and the Loan Agreement Assignment. (e) The execution, delivery and performance of the City's obligations under the Bond, the Loan Agreement and the Loan Agreement Assignment have been fully authorized by all requisite action and do not and will not violate any charter provision or any order of any court or other agency of government, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the city charter or any such indenture, agreement or other instrument. (f) The Loan Agreement provides for payments by the Borrower to the Lender for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bond when due. No reserve funds have been deemed necessary for this purpose. The Loan Agreement obligates the Borrower to provide for the operation and maintenance of the project facilities, including provision for adequate insurance and taxes. . (g) Under the provisions of the Act, the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Borrower pursuant to the Loan Agreement, which amounts are pledged to the payment thereof, and moneys derived from foreclosure or other enforcement of the Mortgage or the Lease Assignment; no Holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against the general funds or property of the City, other than the City's interest in the Loan Agreement assigned to the Lender pursuant to the Loan Agreement Assignment; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. (i) No member of the City Council (i) has a direct or indirect interest in the project, the Loan Agreement, (ii) owns any capital stock of or other interest in the project or the Borrower, (iii) is an officer or director of the Borrower, (iv) will be involved in supervising the completion of the Project, or (v) will receive any commission, bonus or other remuneration for or in respect of the Project or the Loan Agreement. . -3- . . . 5. Approval and Execution of Documents. The forms of Loan Agreement, Loan Agreement Assignment, Mortgage and Lease Assignment referred to in paragraph 3 hereof are approved. The Loan Agreement and Loan Agreement Assignment shall be executed in the name and on behalf of the City by the Mayor and City Clerk/Administrator, or other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Mortgage and Lease Assignment may contain such revisions as may be approved by the Lender and the Borrower. 6. Approval of Terms and Sale of Bond. The City shall proceed forthwith to issue its City of Housing Facilities Revenue Bond (presbyterian Homes of Minnesota, Inc. Sutton Place Project), in an authorized principal amount of not to exceed $625,000, consisting of a single, fully registered bond in the form attached to the Loan Agreement as Exhibit A, substantially in the form, maturing, bearing interest, payable in the installments and otherwise containing the provisions set forth in such form, which terms and provisions are hereby approved and incorporated in this Resolution and made a part hereof. As further provided herein, the Bond shall be issued and delivered to the Lender, upon payment of the purchase price, as provided in the Loan Agreement. principal of and interest on the Bond shall be payable at the office of the registered owner thereof as it appears on the registration records maintained by the City Clerk/Administrator in lawful money of the United States. The proposal of the Lender to purchase the Bond at a price equal to 100% of the principal amount thereof is hereby found and determined to be reasonable and is hereby accepted. 7. Execution. Deliverv and Endorsement of Bond. The Bond may be in typewritten or printed form and shall be executed by the manual signatures of the Mayor and City Clerk/Administrator and the official seal of the City shall be affixed thereto. When so prepared and executed, the Bond shall be delivered to the Lender upon payment of the purchase price therefor, and upon receipt of the signed legal opinion of Faegre & Benson, of Minneapolis, Minnesota, bond counsel, pursuant to the Loan Agreement. The Bond shall contain a recital that the Bond is issued pursuant to the Act, and such recital shall, to the extent permitted by law, be conclusive evidence of the validity and regularity of the issuance thereof. 8. Reqistration Records. The City Clerk/Administrator, as Bond registrar, shall keep registration records which shall set forth the name and registered address of the registered owner of the Bond from time to time. Transfer of ownership of the Bond shall be reflected in such registration -4- . . . records, as provided in Section 10 below. The City Clerk/Administrator is authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor of Ramsey County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bond on his bond register as required by the Act and Section 475.63, Minnesota Statutes. 9. Mutilated. Lost. Stolen or Destroved Bond. If the Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver to the Holder a new Bond of like amount, date, number and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Borrower evidence of such loss, theft or destruction satisfactory to the City and the Borrower, together with indemnity satisfactory to them. The City and Borrower may charge the Holder with their reasonable fees and expenses in replacing any mutilated, lost, stolen or destroyed Bond. 10. Transfer of Bond; Person Treated as Holder. The Bond shall be transferable by the Holder only on the registration records of the City, upon presentation of the Bond for notation of such transfer thereon at the office of the City Clerk/Administrator, as Bond registrar, accompanied by a written instrument of transfer in form satisfactory to the City Clerk/Administrator and the City Attorney duly executed by the Holder or its attorney duly authorized in writing. The Bond shall continue to be subject to successive transfers in such manner at the option of the Holder of the Bond. No service charge shall be made for any such transfer, but the City Clerk/Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, which the Borrower shall pay under the Loan Agreement. The person in whose name the Bond shall be issued or, if transferred, shall be registered from time to time shall be deemed and regarded as the absolute Holder thereof for all purposes, and payment of or on account of the principal of and interest on the Bond shall be made only to or upon the order of the Holder thereof, or its attorney duly authorized in writing, and neither the City, the City Clerk/Administrator, the Borrower, nor the Lender shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. The Bond shall be initially registered in the name of the Lender. 11. Amendments. Chanqes and Modifications to Documents and Bond Resolution. Except pursuant to Section 9.09 of the Loan Agreement, the City shall not enter into or make any change, -5- . ' . modification, alteration or termination of the Loan Agreement, the Loan Agreement Assignment or this Bond Resolution. 12. Pledqe to Holder. Pursuant to the Loan Agreement Assignment, the City shall pledge and assign to the Lender and its successor Holders of the Bond all interest of the City in the revenues of the Project, including all Loan Repayments to be made by the Borrower under the Loan Agreement. All collections of moneys by the City in any proceeding for enforcement of the obligations of the Borrower under the Loan Agreement or the Mortgage shall (except to the extent provided to the contrary in the Loan Agreement Assignment) be received, held and applied for the benefit of the Holder of the Bond. 13. Covenants with Holders; Enforceabilitv. All provisions of the Bond and of this Resolution and all representations and undertakings by the City in the Loan Agreement and the Loan Agreement Assignment are hereby declared to be covenants between the City and the Lender and its successor Holders of the Bond and shall be enforceable by the Lender or any Holder in a proceeding brought for that purpose. . l4. Definitions and Interpretation. Terms not otherwise defined in this Resolution but defined in the Loan Agreement shall have the same meanings in this Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in Section 9.01 of the Loan Agreement. In case any provision of this Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 15. Certifications. The Mayor,City Clerk/Administrator and other officers of the City are authorized and directed to prepare and furnish to Faegre & Benson, bond counsel, to the Borrower, to the Lender and to counsel for the Lender, certified copies of all proceedings and records of the City relating to the Project and the Bond, and such other affidavits and certificates as may be required to show the facts appearing 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. 16. Bank-Qualified Bond. The Bond is hereby designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986. The Bond is to be issued on behalf of an organization described in Section 501 (c) (3) of the Code and is to be issued as . -6- . . . a "qualified 501(c) (3) bond" under Section 145 of the Code. The City, together with all subordinate entities thereof, does not reasonably expect to issue tax-exempt obligations, including the Bond (other than private activity bonds not constituting "qualified 501(C) (3) bonds"), which, when added together with all such obligations heretofore issued by the City, or such subordinate entities, in calendar year 1992, will be in an aggregate amount exceeding $10,000,000 in calendar year 1992. Passed and adopted this 27 /day of, Jl.'pri,l, 1992. ':'~{'!;;'i ;7~:ri;A':~._. Thomas Sather,Mayor ';......' Clerk Administrator -7-