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HomeMy WebLinkAboutResolution 87-49RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $4,400,000 HEALTH CARE FACILITY REVENUE BONDS (CREST VIEW LUTHERAN HOME PROJECT), SERIES 1987 (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 A TRUST INDENTURE, A LOAN AGREEMENT, AND A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF A COMBINATION MORTGAGE, SECURITY AGREEMENT, AND FIXTURE FINANCING STATEMENT, ASSIGNMENT OF LEASES AND RENTS AND PRELIMINARY AND FINAL OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDER OF SAID BONDS WHEREAS, the City of Columbia Heights, Minnesota (the "Issuer") is a home-rule charter 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, Chapters 462A and 462C, 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 multifamily rental housing development, 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 rental housing development that will provide decent, safe and sanitary housing for iow and moderate income residents of the City of Columbia Heights (the "City") at rents they can afford, 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, including the elimination and prevention of potential urban blight, and the proper coordination of industrial facilities with the public services, mass transportation and multifamily housing developments; and (3) to assist persons of Iow and moderate income in obtaining safe and sanitary housing at rents which they can afford, which constitute valid public purposes for the issuance of revenue bonds under the Acts, the Issuer has developed a program with respect to the issuance by the Issuer of its multifamily housing revenue bonds; and 1 WHEREAS, the Issuer has developed its Housing Plan by Resolution No. 80- 53 dated September 22, 1980, pursuant to and in conformity with the Acts (the "Housing Plan'), after public hearing thereon and after one publication of notice in a newpaper circulating generally in the City at least thirty (30) days before the date of the hearing, as required by the Acts; and WHEREAS, the Issuer by the passage of Ordinance No. 1152 on July 13, 1987 adopted a housing bond program (the ~Program") for the issuance of up to $5,000,000 of the Issuer's health care facility revenue bonds; and WHEREAS, the Program was adopted in conformity with the Acts 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, Crest View Lutheran Home, a Minnesota nonprofit corporation (the "Borrower") has requested the Issuer to issue its Health Care Facility Revenue Bonds (Crest View Lutheran Home Project) Series 1987 in the aggregate principal amount of $4,400,000 (the "Bonds") to provide for the funding of a loan (the "Mortgage Loan") to the Borrower for the purpose of constructing an addition to the Borrower's currently existing housing facility for the elderly (the "Project") and refinancing certain debt of the Borrower; and WHEREAS, the Mortgage Loan will be made pursuant to the terms of a Loan Agreement dated as of August 1, 1987 (the "Loan Agreement") between the Issuer and the Borrower; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency on July 17, 1987, which reviewed the Program, and application and determined it to be complete as of July 17, 1987. The Minnesota Housing Finance Agency did not reject the Program within the 30-day period provided by the Act; 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 a Trust Indenture dated as of August 1, 1987 (the "Indenture~) between the Issuer and Norwest Bank Minneapolis, National Association (the "Trustee"), and will be secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of August 1, 1987 (the "Mortgage") from the Borrower to the Trustee, an Assignment of Leases and Rents dated as of August 1, 1987 (the "Assignment") from the Borrower to the Trustee, and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture, 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 2 WHEREAS, in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, the City Council of the Issuer 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; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City is dependent upon the maintenance, provision, and preservation of an adequate housing stock which is affordable to persons and families of low or moderate income, that accomplishing this is a public purpose, and that many would-be providers of housing units in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit because the mortgage credit market is severely restricted. 2. For the purpose of financing an addition to the Project and refinancing certain debt of the Borrower, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal of $4,400,000. 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 in the form now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Borrower pursuant to the Loan Agreement, the Mortgage, the Assignment and other funds pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayorand the City Manager of the Issuer (the "Mayor", and the nManager", 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. Ail 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 full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in 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 Mayor and the Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 4. The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement dated August .... , 1987 executed by the Issuer, Cronin & Co., Inc. and the Borrower (the ~Bond Purchase Agreementn). Ail 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 Agreementand 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 Mayor and the Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 5. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the Loan Agreement, the Mortgage and the Assignment. 6. The forms of the Mortgage and the Assignment are hereby approved in substantially 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 Mayor and the Manager, in their discretion shall determine and the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 7. The Mayor and Manager are hereby authorized and directed to execute the Bond Purchase Agreement. All of the provisions of 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 Bond Purchase Agreement shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as are not materially inconsistent with the form on file with the Issuer or as the Mayor and the Manager, in their discretion, shall determine and execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. 8. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 9. 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 No-Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 10. The Issuer hereby consents to 'the distribution of the Preliminary Official Statement dated July 16, 1987, relating to the Bonds, in the form on file with the Issuer. The Issuer hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Official Statement dated August m, 1987 provided that the Mayor and the Manager may consent to such variations, omissions and insertions as are not materially inconsistent with the form on flle with the Issuer on the date hereof. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the City for use in connection with the offer and sale of the Bonds. 4 11. 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 a~eements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and a~'eements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges confee~ed 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 office~s, board, body or a~ency 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. 12. 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. 13. 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. 14. 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. 15. 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, the President 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 City Clerk-Treasurer, with the same force and effect as if such documents were executed and delivered by the Manager of the Issuer. 16. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the Issuer this 10th~day of August, 198/~/ / ) //--I //~ Seconded by: Paterson ~~/,~///~...~.~ ~ . Roll c811: All ayes ~Bl~ue6 Nawi~'ki,"May6r Rol~ert Boewinski, City Manager