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HomeMy WebLinkAboutResolution 91-10RESOLUTION NO. 9!-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S BOARD AND CARE FACILITY REVENUE BONDS (ROYCE PLACE PROJECT) SERIES 1991A AND SERIES 1991B (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES DERIVED FROM REVENUES PLEDGED PURSUANT TO THE INDENTURES; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND THE RELATED DOCUMENTS~ AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS WHEREAS, the City of Columbia Heights~ Minnesota (the "Issuer") is a home ~ule city duly orEsnized and existing under the Constitution and laws of the State of Minnesota4 and WHEREAS, 'pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to can'y out the public purposes described therein and contemplated thereby by issuing its revenue bonds to provide funds to finance a combination multifamily housing development and health e~ve facility within its boundaries, and is authorized to enter into any agreements made in connection therewith and pledge those agreements as security for the payment of the principal of and interest on any such revenue bonds~ and WHEREAS, Crest View Lutheran Home, Inc., a Minnesota nonprofit corporation (the "Company") has requested the Issuer to issue its Boant and Care Facility Revenue Bonds (i~HA Insured Mortgage Loan--Royce Place Project) Series 1991A in an aggvesate principal amount of $2,??0,000 (the "Series A Bonds") to provide for the 'funding of a loan (the "Mo~gage Loann) to the Company for the propose of acquiring, const~'ucttng and equipping of a SO-unit board and care facility (the "Project")~ .and WHEREAS, the Montage Loan will be made pursuant to the terms of a Loan A~veement dated as of February 1, 1991 (the "Series A Loan ATi'eement") between the Issuer and the Company, which Mo~gage Loan will be insured by a contract of lnstwanee issued by the United States Department of Housing' and Urban Development acting t/u'ough the Pederal Housing Administration~ and WHEREAS, the Series A Bonds will be issued under an Indenture of Trust dated as of Feb~ua~j 1, 1991 (the "Series A Indenture") between the Issuer and Norwest Bank Minnesots~ N.A. (the "T~ustee"), and said Series A Bonds and the interest on said Series A Bonds shall be payable solely from the revenue pledged therefor and the Series A Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor shall constitute nor give ~ise to a pecuniary liability of the 1 Issuer or a charge against its general credit or taxing powers and shall not constitute a chic, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the issuer's interest in the Project; and WHEREAS, the Company has further requested the Issuer to issue its Board and Care l~aeili%7 Revenue Bonds (Royce Place Project) Series 1991B in an aggregate principal amount of $610,000 (the ~Series B Bonds") (the Series A Bonds and the Series B Bonds are herein eoUectively referred to u the "Bonds") to provide additions/funds to the Company to be used for the acquisition, construction and equipping of the Project; and WHEREAS, the proceeds of the Series B Bonds wi]/ be loaned to the Company pursuant to the terms of a Loan Agreement dated as of Pebruary 1, 1991 (the "Series B Loan Agreement*9 (the Series A Loan Agreement and the Series B Loan Agreement are herein collectively referred to as the "Loan A~Teements") between the Issuer and the Company and will be secured by a security interest in the Excess Cash (as defined in the Series B Loan Agreement) of the Project and a guaranty agreement executed by the Company in favor of the Trustee~ and WHEREAS, the Series B Bonds will be issued under an Indenture of Trust dated ss of February 1, 1991 (the "Series B Indenture") (the Series A Indenture and the Series B Indenture are herein collectively referred to as the "Indentures") between the Issuer and the Trustee, and said Series B Bonds and the interest on said Series B Bonds shall be payable solely from the revenue pledged therefor and the Series B Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor shall constitute nor ~tve 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 the Project~ and WHEREAS, the Issuer proposes to finance the acquisition, construction and equipping of the Project and the other related purposes under the Act by the issuance of the Bonds of the Issuer under this resolution as hereinafter defined. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL O1~ THE CITY OI~ COLUMBIA HEIGHTS, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the provision of necessary housing and health care facilities, so that adequate housing and health care services are available to residents of the State at reasonable cost, is a public purpose. 2. Pot the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Series A Bonds in a principal amount of $2,??0,000 and the Series B Bonds in a principal amount of $610,000. The Series A Bonds and the Series B Bonds shall bear interest, shall be numbered, ~sll be date~ shal/ mature~ shall b~ subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Series A Indenture and the Series B Indenture, respectively, in the forms now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Company pursuant to the Loan Agreements, and other funds pledged pursuant to the Indentures. 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 Indentures,[ and .t.o deli_vet to.. said Trustee the Indentures, and hereby authorizes and directs the execu~ton of the ~onas in accordance with the terms of the respective Indentures, an~ hereby provides that the Indentures shall provide the terms and conditions, covenants, rights, obligations, duties and a~reements of the owners of the Bonds, the Issuer nd the Trustee as set forth therein. All of the provisions of the Indentures, when executed as be deemed to be a part of this resolution as fully and to tnc.orporated verbatim herein and shall be in full force and · execution and delivery thereof. The Indentures shall be substs file with the Issuer, which are hereby approved, with such nec variations, omissions and insertions as do not materially change or as the Mayor and the Manager, in their discretion, execution thereof by the Mayor and the Manager shall be cone determination. ~thorized herein, shall :he same extent as if 'feet from the date of ntially in the forms on essary and appropriate the substance thereof, II determine, and the [usive evidence of such 4. .The Mayor and Manager are hereby authorized and ~lirected to execute and deliver the Loan A~reements and the Bond Purchase A~'een~ent to be dated on or about February 2?, 1991 and executed by the Issuer, the purel~aser of the Bonds, and the Company (the ~Bond Purchase A~reement~). All of the provisions of the Loan A~reements and the Bond Purchase A~reement, 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 n full forc® and effect from the date of execution and delivery thereof. The Loan A ~'eements and the Bond Purchase A~'eement shall be substantially in the forms on fi e with the Issuer which are hereby approved, with such omissions and insertions as d~ not materially change the substance thereof, or as the Mayor and the Manager, il their discretion, shall determine, and the execution thereof by the Mayor and :he 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 Indentures and the Loan A~.eements, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds · of the Bonds, the Loan A~reements and the other sources set forth in the Indentures. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. ?. 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 shall be necessary and appropriate in connection with the issuance, sale and dellve~y of the Bonds. 8. The Issuer has not participated in the preparation of the Official Statement to be dated on 'or about February 27, 1991 relating to the Bonds (the ~Official Statement~) and has made no independent investiKation with respect to the information contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Official Statement in the form on file with Issuer. The Official Statement is the sole material consented to by the Issuer for use in connection with the offer and sale of the Bonds. 9. All covenants, stipulations, obligations and a~'eements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and a~reements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and a~reements 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 afo~-ementioned documents shall be exercised or performed by the Issuer or by such members of the City Council, or such officers, beard, 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 a~'eement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulatign, 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. lqo provision, covenant or a~reement 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 ~ive rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the a~reements, 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 A~reements which are to be applied to the payment of the Bonds, as provided therein and in the Indentures. 10. 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, le~l 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. 11. In ease any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of ~eetion 3 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illeKal or invalid, such illeKality 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 ille~l or invalid provision had not been contained therein. 4 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, 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. 23. 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 the'm 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 a~reements 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 underta~. · 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. 14. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Columbia Heights this 25th day of February 1991. Offered by: Peterson Seconded by: Ruettlmann Roll call: All ayes o-Anne Student, Council Secretary Mayor £dwarc~ 'Mi CERTIFICATION: I hereby certify that the aforegoing resolution is a true and correct copy of the resolution presented to and adopted by the City Council of the City of Columbia Heights, at a duly authorizedj~At, le~ ~ thereof held on February 25, 1991. · n d City Clerk