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HomeMy WebLinkAboutResolution 99-09 R ~.SOLUTION NO. 99-09 OF ~ CITY OF COI .UMRIA HEIGHTS A RESOLUTION OF THE CITY COUNCIL OF ~ CITY OF COLUMBIA HEIGHTS, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S COMMERCIAL DEVELOPMENT REFUNDING REVENUE BONDS (COLUMBIA PARK PROPERTIBS - MEDICAL CLINIC PROJECT) SERIES 1999 (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES PLEDGED THERETO: APPROVlNG THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, AND A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAD BONDS. WHEREAS, the City of Columbia Heights, Minnesota (the "Issuer") is a home rule city duly organized and existing under the Constitution and laws ofthe State of Minnesota; WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the 'Act"), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby issuing its revenue bonds to finance the cost of the acquisition, renovation, construction, improving and equipping of certain revenue 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 WHE~, the Issuer has previously issued its $5,000,000 Commercial Development Revenue Bonds (Columbia Park Propmica Project), Series 1982 (the 1982 "Bonds"); and WHEREAS, the Issuer loaned the proceeds of the 1982 Bonds to Columbia Park Properties, a Minnesota general partnership (the "Company") for the purpose of acquiring, constructing and equipping a commercial facility within the corporate boundaries of the Issuer (the "Project"); and WHEREAS, the Issuer issued its Commercial Development Refunding Revenue Bonds (Columbia Park Properties - Medical Clinic Project) Series 1992, in an aggregate principal amount of $4,785,000 (the "1992 Bonds"), to provide for the funding of a loan (the "Loan"), to the Company for the purpose ofrefunding and redeeming the 1982 Bonds in accordance with their terms; and Resolution No. 99-09 page 2 WHEREAS, the Company has requested the Issuer to issue its Commercial Development Refunding Revenue Bonds (Columbia Park Plops ties - Medical Clinic Project), Series 1999, in an aggregate principal amount of $4,16~,000 (the 'Bonds'), to provide for the funding of a loan (the "Loan") to the Company for the purpose of refunding and redeeming the 1992 Bonds in accordance with their terms; and WHEREAS, the Loan will be made pursuant to the terms of a Loan Agreement dated as of March 1, 1999 (the "Loan Agreement"), between the Issuer and the Company; and WHEREAS, the Issuer proposes to finance the refunding and redemption of the 1992 Bonds under the Act by the issuance of the Bonds ofthe Issuer under this resolution; and WHERE,aS, the Bonds will be issued under an Indenture of Trust, dated as of March 1, 1999 (the "Indenture"), between the Issuer and the tnmee named therein (the "Trustee"), and are secured by a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated as of March l, 1999 (the "Mortgage''), from the Company to the Issuer, and assigned by the Issuer to the Trustee pursuant to the Assignment of Mortgage, dated as of March l, 1999 (the '"Assignment"), 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 revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation or constitute or 8ive 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 Issuers' interest in the Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF TttE CITY OF COLUMBIA HEIGHTS, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the refunding and redemption of the 1992 Bonds, the proceeds ofwhich were used to construct the Project, is authorized by the Act and furthers the purposes of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal mount of $4,165,000. The Bonds will be numbered, shall be dated, shall bear interest, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and pwvisions as are prescribed in the Indenture substantially in the form now on file with the Issuer ( or as mended in accordance with this resolution). Resolution No. 99-09 page 3 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided pursuant to the Loan Agreement and other funds and revenues pledged pursuant to the Loan Agreement and other funds and revenues pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer (together, the "Oficials") 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 hdenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bond owners, the Issues' and the Trustee as set forth therein. 4. The Officials are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement by and among John (3. Kinnard and Company, Incorporated (the "Underwriter"), the Company and the Issuer (the "Bond Purchase Agreement"). All of the pwvisions of the Loan Agreement and the Bond Purchase Agreement when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer, with such omissions and insertions as do not materially change the substance thereof, or as the City Manager, in his discrctiort, shall determine, and the execution thereof by the City 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 form the proceeds ofthe Bonds, the Loan Agreement and mounts realized under the Security Doaunents. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Officials are hereby authorized to execute and deliver, on behalf of the Issuer, such other affidavits, certificates, and other documents as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including an 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. 8. The Issuer has not participated in the preparation of the Preliminary Official Statement or the Official Statement relating to the Bonds (the "Official Statement") and has made no independent investigation with respect to the information contained therein, including any 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 of the Official Statement by the Underwriter in connection with the sale of the Bonds. Resolution No. 99-09 page 4 9. 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 agreements shall be bindinli upon the Issuer. Except as other wise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this resolution or the aforementioned documents shall be exercised or performed by such officers, board, 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 agreement hexein 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 Issucr in that pcrson's individual capacity, and neither the City Council of the Issuer nor any officer or cmploycc executing thc Bonds shall be liable personally on the Bonds or bc subject to any personal liability or accountability by reason of the issuance thereof. No pwvision, 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 thc Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the issuer or any charge upon its gcneral 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 and revenues derived form the Loan Agreement which are to be applied to the payment ofthe Bonds, as pwvided therein and in the Indenture. 10. Except as herein other~Asc 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 owner of the Bonds issued under the pwvisions of this resolution, the aforementioned documents and all of their pwvisions being intended to be and being for the sole and exclusive benefit of the Issuer and any owners from time to time of the Bonds issued under the provisions of this resolution. 11. In any 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 effect any other pwvisions 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 pwvision has not been contained therein. Resolution No. 99-09 page S 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shah 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, e~dst and have been performed as so required by law. 13. 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, any other member 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 City Manager of the Iasuer 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 with the same force and effect as if such documents were executed and delivered by the City Manager of the Issuer. 14. This resolution shall be effective from and after the date of adoption by the City Council on the Issuer. Adopted this 25'~ day of January, 1999. Offered by: Szurek Seconded by: Jolly Roll call: All ayes