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HomeMy WebLinkAboutResolution 98-39RESOLUTION NO. 98- ~ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA AUTHORIZING THE ISSUANCE, SALE, AND DELIVER OF ITS MULTIFAMILY AND HEALTH CARE FACILITIES REVENUE BONDS (CREST VIEW CORPORATION PROJECT), SERIES 1998, PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECIJTION AND DELIVERY OF THE BONDS AND THE RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE BONDS WHEREAS, the City of Columbia Heights, Minnesota (the "City" or the "Issue"), is a home rule 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, Chapter 462C, as mended (the "Act"), the Issuer is authorized to carry 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 care 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 ~nd interest on any such revenue bonds; and WHEREAS, on August 18, 1987, the City issued its Health Care Facility Revenue Bonds (Crest View Lutheran Home Project), Series 1987 (the "Series 1987 Bonds"), in the original aggregate principal mount of $4,400,000, for the benefit of the Crest View Corporation, a Minnesota nonprofit corporation (the "Corporation"), for the purpose of financing the reconstruction, improvement, rehabilitation and equipping, including the construction of a building addition to, the existing nursing home and rental housing facilities of the Corporation in the City, including the discharge and refmancing of certain outstanding indebtedness of Crest View Lutheran Home incurred therefor; and WHEREAS, on March 19, 1991, the City issued its Board and Care Facility Revenue Bonds (FHA Insured Mortgage Loan - Royce Place Project), Series 1991A (the "Series 1991A Bonds"), in the original aggregate principal mount of $2,770,000, and its Board and Care Facility Revenue Bonds (Royce Place Project), Series 1991B (the "Series 1991B Bonds"), in the original aggregate principal mount of $560,000, to provide funds to the Corporation to finance the costs of the acquisition, construction, and equipping of a 50-unit board and care facility (collectively, the "Series 1991 Bonds"); and WHEREAS, the Corporation has requested the Issuer to issue its Multifamily and Health Care Facilities Revenue Bonds (Crest View Corporation Project), Series 1998 (the "Bonds"), in the original aggregate principal mount of $10,130,000, to provide funds to the Corporation to defease the Series 1987 Bonds, the Series 1991A Bonds, and the Series 1991B Bonds, to redeem certain other outstanding indebtedness of the Corporation, to finance certain improvements to the existing facilities of the Corporation (the "Facility"), and to pay the costs of issuing the Bonds and fund a reserve for the Bonds; and WHEREAS, the proceeds of the Bonds will be loaned to the Corporation pursuant to the terms of a Loan Agreement, dated as of March 1, 1998 (the "Loan Agreement"), between the Issuer and the Corporation; and WHEREAS, the loan under the terms of the Loan Agreement will be secured by: (i) a Mortgage and Security Agreement, dated as of Mareh 1, 1998 (the "Mortgage"), exe~:uted by the Corporation in favor of the Issuer; (ii) an Assignment of Leases and Rents, dated as of Mareh 1, 1998 (the "Assignment of Leases and Rents"), executed by the Corporation in favor of the Issuer; and (iii) certain other security granted by the Corporation; and WHEREAS, the Bonds will be issued under an Indenture of Trust, dated as of March 1, 1998 (the "Indenture"), between the Issuer and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"), and the Bonds and the interest on the Bonds: (i) shall be payable solely from the revenue pledged therefor; (ii) shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers; and (iv) shall not c, onstimte a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the issuer's interest in the Facility; and WHEREAS, the loan repayments required to be made by the Corporation under the terms of the Loan Agreement will be assigned to the Trustee under the term of the Indenture and the Issuer's rights as mortgagee under the Mortgage and the Issuer's rights as assignee under the Assignment of Leases and Rents will be assigned to the Trustee under the terms of an Assignment of Mortgage and Security Agreement, dated as of March 1, 1998 (the "Assignment of Mortgage"), between the Issuer and the Trustee; 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 issuance of the Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds and the other actions of the Issuer under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the best interests of the City. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and. delivery of the Bonds in a principal amount of $10,130,000. The Bonds shall bear interest, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior tO maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the Issuer, with the amendments referenct, d herein. All of the provisions of the Bonds, 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 Bonds 2 shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the principal mount of the Bonds, the determination of the interest rates on the Bonds, and changes to the terms of redemption of the Bonds) as the Mayor and the City Manager of the Issuer (the "Mayor" and "Manager," respectively), in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signatures of the Mayor and the Manager and the delivery of the Bonds by the Issuer shall be conclusive evidence of such determination. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Corporation pursuant to the Loan Agreement, and other funds pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the Manager of the Issuer to execute and deliver the Indenture, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Bonds, the Issuer and the Trustee as set forth therein. All 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, the Mortgage,. the Assignment of Leases and Rents, the Assignment of Mortgage, dated as of March 1, 1998, between the Issuer and the Trustee (the '"Assignment of Mortgage"), the Escrow Agreement, dated as of March 1, 1998, among the Issuer, the Corporation, and the Trustee, relating to the defeasance of the Series 1987 Bonds (the "Series 1987 Escrow Agreement"), the Escrow Agreement, dated as of March 1, 1998, among the Issuer, the Corporation, and the Trustee, relating to the defeasance of the Series 1991 Bonds (the "Series 1991 Escrow Agreement"), and the Bond Purchase Agreement, among the Issuer, Piper Jaffray Inc. (the "Underwriter"), and the Corporation (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement, Mortgage, Assignment of Leases and Rents, Assignment of Mortgage, Series 1987 Escrow Agreement, Series 1991 Escrow Agreement, and 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 Agreement, Assignment of Mortgage, Series 1987 Escrow Agreement, Series 1991 Escrow Agreement, and 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. 3 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 revenues derived from the Loan Agreement, the revenues and assets pledged and assigned under the terms of the Mortgage, Assignment of Leases and Rents, and Assignment of Mortgage, and the other sources set forth in the Indenture. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the 7. 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, the Information Remm for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall he 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, dated March 15, 1998 (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 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 Preliminary Official Statement, in the form on file with the Issuer, and the Official Statement. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the issuer for use in connection with the offer and sale of the Bonds. The Issuer hereby approves the Continuing Disclosure Agreement, dated as of March 1, 1998 (the "Continuing Disclosure Agreement"), between the Corporation and the Tvastee, in the form now on file with the Issuer, and hereby authorizes the Trustee to execute and deliver the Continuing Disclosure Agreement. 9. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall he deemed to he the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall he binding upon the Issuer. Except as otherwise pwvided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the tssuer 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 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 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. 4 No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, sl-mll 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 fun& and revenues derived from the Loan Agreement, Mortgage, Assignment of ~s and Rents, and ,assignment of Mortgage which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 10. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be co~ to coffer 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 provisions 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 lssuer and any holder from time to time of the Bonds issued under the provisions of this resolution. 11. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to he 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 provisions had not been contained therein. 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such reciud shall he 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 Miunesota relating to the adoption of this resolution, tothe issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist and he performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The officers of the Issuer, bond counsel, other 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 execution 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. 6 Adopted by the City Council of the City of Cohunbia Heights this twenty-third day of March, 1998. Offered by: Szurek Seconded by: Sturdevant Roll call: All ayes CERTIFICATION I hereby certify that the foregoing 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 authorized meeting thereof held on March 23, 1998. City Clerk-Treasurer JCU138961 C~162-14