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HomeMy WebLinkAbout95-062 . . f City of Arden Hills Ramsey County RESOLUTION NO. 95- 62 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING AND HEALTH CARE FACILITIES REVENUE BONDS, TO PROVIDE FUNDS FOR A PROJECT ON BEHALF OF JOHANNA SHORES, INe. BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota (the "City"), as follows: I. Authority. 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 and refunding revenue bonds for the purpose of financing and refinancing costs of combination housing and health care developments, and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Project: Documents Presented. Johanna Shores, Inc., a Minnesota nonprofit corporation (the "Corporation"), and an affiliate of The Presbyterian Homes of Minnesota, Inc., a Minnesota nonprofit corporation, has proposed to this Council that the City issue and sell its City of Arden Hills Housing and Health Care Facilities Revenue Bonds (The Presbyterian Homes of Minnesota, Inc. Project), Series 1995, in substantially the form set forth in the hereinafter-mentioned Indenture (the "Bonds"), pursuant to the Act and loan the proceeds thereof to the Corporation in order to ref mance, rehabilitate and renovate and acquire and construct improvements, including site improvements, to the Corporation's existing housing and health care facilities located at 3220 Lake Johanna Boulevard and 3120 Lake Johanna Boulevard in the City, including acquisition and installation of all related furnishings and equipment (collectively referred to herein as the "Project"). Refinancing of such facilities will include the refunding of the City's outstanding Housing Facilities Revenue Bond (The Presbyterian Homes of Minnesota, Inc. Sutton Place Project) (sometimes referred to as the "Prior Bond"). Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement") dated as of September I, 1995 between the City and the Corporation, whereby the City agrees to make a loan to the Corporation of the gross proceeds of sale of the Bonds and the Corporation agrees to complete the Project and to provide for the refunding and redemption in whole of the Prior Bond, as more fully provided therein, and to . pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds when due; and (b) Trust Indenture (the "Indenture") dated as of September I, 1995, between the City and a national association, trust company or other corporate trustee named therein, as trustee (the "Trustee"), authorizing the issuance of and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage"), dated as of September 1, 1995, from the Corporation to the City, and to be assigned by the City to the Trustee pursuant to an Assignment of Mortgage of even date therewith (the "Assignment of Mortgage"), by which the Corporation grants, as security for the payment of the Bonds, a mortgage lien on and security interest in the property described therein, as mortgaged thereunder, all as more fully described therein; and . (d) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Miller, Johnson & Kuehn Incorporated (the "Underwriter"), the Corporation, and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting the terms and conditions of purchase; and (e) Preliminary Official Statement and form of final Official Statement, the form of the Preliminary Statement, together with the insertion of the final underwriting details of the Bonds, including the interest rates thereon, and any other changes deemed necessary or desirable, intended to constitute the form of the fmal Official Statement, and including all Appendices thereto (together referred to as the "Official Statement"), describing the offering of the Bonds, and certain terms and provisions ofthe foregoing documents. 3. Findings. It is hereby found, determined and declared that: (a) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Mortgage, the Assignment of Mortgage, the Bond Purchase Agreement or the rndenture or questioning the due organization of the City, or the powers or authority of the City to issue the Bonds and undertake the transactions contemplated hereby. . - 2- . . . . (b) The execution, delivery and performance of the City's obligations under the Bonds, the Indenture, the Bond Purchase Agreement, the Mortgage, the Assignment of Mortgage, and the Loan Agreement do not and will not violate any order of any court or other agency of government of which the City is aware or in which the City is a party, 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 any such indenture, agreement or other instrument. (c) The Bonds will be issued by the City upon the terms set forth in the rndenture, and the City's interests in the Loan Agreement (except for its rights to indenmity and payment of expenses and repayment of advances) will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (d) The Loan Agreement provides for payments by the Corporation to the Trustee 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 Bonds when due. (e) Under the provisions 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 other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee under the rndenture which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the 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 (other than the interest ofthe City in the Loan Repayments to be made by the Corporation under the Loan Agreement); and each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers ofthe City. 4. Approval and Execution of Documents. The forms of Loan Agreement, Indenture, Bond Purchase Agreement, Mortgage and Assignment of Mortgage, referred to in paragraph 2, are approved. The Bond Purchase Agreement, the Loan Agreement, the Indenture, the Mortgage and the Assignment of Mortgage shall be executed in the name and on behalf of the City by the Mayor and the City Clerk, or executed or attested by 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 and then shall be delivered to the Trustee. - 3 - . . . 5. Approval. Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $2,250,000, in the form and upon the terms set forth in the rndenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the original aggregate principal amount of the Bonds, the maturities of the Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 30 years or such rates of interest produce a net interest cost in excess of 7.50% per annum. The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and said purchase price is hereby found to be favorable and is hereby accepted. The Mayor, City Clerk and other City officers are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall to the extent permitted by law be conclusive evidence ofthe validity and regularity of the issuance thereof. 6. Official Statement. The City hereby approves the form of and consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not participated in the preparation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or completeness of such information. 7. Certificates. etc. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to bond counsel and 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 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 and heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 8. Authorization. The City Clerk and any other officer or employee of the City is authorized to deliver a certified copy of this Bond Resolution to the County Auditor, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register as and to the extent required by Section 475.63, Minnesota Statutes. - 4- . . . . 9. Oualified Tax-Exempt Obligations. The Bonds are hereby designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds are to be issued on behalf of an organization described in Section 501(c)(3) of the Code and are to be issued as "qualified 501(c)(3) bonds" 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 Bonds (other than private activity bonds not constituting "qualified 50 I (c)(3) bonds"), which, when added together with all such obligations heretofore issued by the City, or such subordinate entities, in calendar year 1995, will be in an aggregate amount exceeding $10,000,000 in c,lendar year 1995. PASSED AND ADOPTED BY THE CITY COUNCIL OF! THIS 28TH DAY OF AUGUST, 1995. ;:: C? OF ARDEN HILLS / V ATTEST: Ml:0046482.01 - 5 -