HomeMy WebLinkAbout99-032
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CITY OF ARDEN HILLS
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION NO. 99-32
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF SENIOR HOUSING REVENUE BONDS TO PROVIDE FUNDS
FOR A SENIOR HOUSING AND HEALTH CARE PROJECT
(PRESBYTERIAN HOMES OF ARDEN HILLS, INC. 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 "Housing Program Act) and
Minnesota Statutes, Scctions 469,152 through 469,165, as amended (the "Industrial
Development Act") (collectively, the "Act"), authorized to issue and sell its revenue
bonds for the purpose of financing the cost of health care facilities and housing
developments for the elderly and to enter into agreements necessary or convenient in the
exercise of the powers granted by the Act.
2. Authorization of Project: Documents Presented.
Presbyterian Homes of Arden Hills, Inc" a Minnesota nonprofit corporation (the
"Corporation"), has proposed to this Council that the City issue and sell its
$18,605,000 Health Care and Housing Revenue Refunding Bonds (Presbyterian
Homes of Arden Hills, Inc, Project), Series 1999A (the "Series 1999A Bonds")
and its $7,161,000 Variable Rate Demand Health Care and Housing Revenue
Bonds (Presbyterian Homes of Arden Hills, Inc, Project), Series 1999B (the
"Series 1999B Bonds" and together with the Series 1999A Bonds, the "Bonds"),
in substantially the form set forth in the Indentures described below, pursuant to
the Act and loan the proceeds thereof to the Corporation, in order to provide
financing with respect to costs of the refinancing, acquisition, construction or
renovation by the Corporation of housing and/or health care facilities as more
particularly described in Exhibit A (the "Project"). The Corporation's obligation
to repay the Bonds in accordance with the Loan Agreements described below will
be initially secured by irrevocable letters of credit issued by U.S. Bank National
Association. Forms of the following documents relating to the Bonds have been
submitted to the City:
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Resolution 99-32
Page Two
September 27,1999
a, the two Loan Agreements (the "Loan Agreements") each dated as of
September I, 1999 between the City and the Corporation relating to the
Series 1999A Bonds and the Series 1999B Bonds; and
b. the two Indentures of Trust (the "Indentures") each dated as of September
1,1999, between the City and U.S. Bank Trust National Association, as
trustee (the "Trustee') relating to the Series I 999A Bonds and the Series
1999B Bonds; and
c. the Joint Powers Agreement (the "Joint Powers Agreement") among the
City and the Cities of Little Canada, Spring Park, and Bloomington, MN;
and Ankeny, lA, pursuant to Minnesota Statutes, Section 471.59 and Iowa
Statutes, Chapter 28E; and
d. the two Bond Purchase Agreements (the "Bond Purchase Agreements"),
each among U.S. Bancorp Piper Jaffray Inc. (the "Underwriter''), the
Corporation and the City'; and
e,
the two Preliminary Official Statements, which together with all
Appendices thereto and the insertion of the final underwriting details of the
Bonds, including the interest rates thereon, and any other changes deemed
necessary or desirable, is intended to constitute the form of the final
Official Statements (together the "Official Statements").
3. Findings.
It is hereby found, determined and declared that;
a, The Project constitutes a senior residential rental project authorized by and
described in the Housing Act. In addition, the Project constitutes
properties, real and personal, used or useful in connection with a revenue
producing enterprise within the meaning of Subdivision 2(b) of Section
469,153 of the Industrial Development Act.
b, Thcrc is no litigation pending or, to the best of its knowledge, threatened
against the City relating to the Bonds, the Loan Agreements, the Bond
Purchase Agreements or the Indentures or questioning the due organization
of the City, or the powers or authority of the City to issuc the Bonds and
undertake the transactions contemplated hereby.
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Resolution 99-32
Page Three
September 27, 1999
c. The execution, delivery and performance of the City's obligations under the
Bonds, the Indentures, the Bond Purchase Agreements and the Loan
Agreements 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.
d. It is desirable that the Bonds be issucd by the City upon the terms set forth
in the Indentures, under the provisions of which the City's interest in the
Loan Agreements will be pledged to the Trustee as security for the payment
of principal of, premium, if any, and interest on the Bonds.
e.
The Loan Agreements provide 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 ot: premium, if any, and interest on the Bonds when due.
The Loan Agreements obligate the Corporation to pay for all costs of
operation and maintenance of the Project facilities, including adequate
insurance, taxes and special assessments.
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f. Under the provisions of the Act, and as provided in the Loan Agreements
and Indentures, the Bonds are not to be payable from nor charged upon any
funds other than amounts payable pursuant to the Loan Agreements and
moneys in the funds and accounts held by the Trustee which arc pledged to
the payment thereot; 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 ofthc City; the Bonds shall
not constitute a charge, lien or encumbrance, legal or equitable, upon any
property of the City (other than the interest ofthe City in the Loan
Repayments to be made by the Corporation under the Loan Agreements);
and each Bond issued under the Indentures shall recite that such Bond,
including interest thereon, shall not constitute or give rise to a charge
against the general credit or taxing powers of the City,
4.
Approval and Execution of Documents.
The forms of Loan Agreements, Indentures, Joint Powers Agreement and Bond
Purchase Agreements referred to in paragraph 2, are approved, The Loan
Agreements, Indentures, Joint Powers Agreement and Bond Purchase Agreements
shall be executed in the name and on behalf of the City by the Mayor and the City
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Resolution 99-32
Page Four
September 27, 1999
Administrator, 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.
5.
Avvroval, Execution and Delivery of Bonds.
The City shall proceed forthwith to issue the Bonds, in the aggregate principal
amount, in the form and upon the terms set forth in the Indentures, which terms
are for this purpose incorporated in this resolution and made a part hereof;
provided, however, that the initial aggregate principal amount of and 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 ofthe 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 thirty (30) years or such rates of interest
produce a net interest cost in excess of six percent (6%) per annum, except, under
certain circumstances, on Bonds bearing a fixed rate. The Underwriter has agreed
pursuant to the provisions of the Bond Purchase Agreements, and subject to the
conditions therein set forth, to purchase the Bonds at the purchase price set forth in
the Bond Purchase Agreements, and said purchase price is hereby accepted. The
Mayor, City Administrator and other City officers are authorized and directed to
prepare and execute the Bonds as prescribed in the Indentures and to deliver them
to the Trustee, together with a certified copy of this Resolution and the other
documents requircd by Section 2.1 ofthe Indentures, for authentication,
registration and delivery to the Underwriter. As provided in the Indentures, each
Bond shall contain a recital that it is issued pursuant to thc Act, and such recital
shall be conclusive evidence of the validity and regularity of the issuance thereof.
6. Official Statements.
The City hcrcby approves the form of and consents to the circulation by the
Underwriter of the Official Statements in offering the Bonds for sale; provided,
however, that the City has not participated in the preparation of the Official
Statements or independently verified thc information in the Official Statements
and takes no responsibility for, and makes no representations or warranties as to,
the accuracy or completeness of such information.
7.
Certificates, Additional Agreements. etc.
The Mayor, City Administrator and other officers of the City are authorized and
directed to prepare and furnish to bond counsel and the purchaser of the Bonds,
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Resolution 99-32
Page Five
September 27,1999
when issued, certified copies of all proceedings and records of the City relating to
the Bonds, such additional agreements as may be necessary in connection with the
issuance of 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 an
affidavits, including any heretofore furnished, shall constitute representations of
the City as to the truth of all statements contained therein.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN
HILLS THIS 27m DAY OF SEPTEMBER, 1999.
ATTEST:
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TERRANCE R. POST, INTERIM CITY ADMINISTRATOR
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