Loading...
HomeMy WebLinkAboutResolution No. 2007-067RESOLUTION N0.2007-67 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY AND HEALTH CARE FACILITIES REVENUE REFUNDING BONDS (CREST VIEW PROJECT}, SERIES 2007A, AND TAXABLE MULTIFAMILY AND HEALTH CARE FACILITIES REVENUE REFUNDING BONDS (CREST VIEW PROJECT), SERIES 2007B, PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; 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 WITH RESPECT TO THE BONDS. WHEREAS, the City of Columbia Heights, Minnesota (the "City"), is a home rule city and a aolitical subdivision duly organized and existing under its Charter and 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 amended (the "Act"}, the City is authorized to carry out the public purposes described therein and. contemplated thereby by issuing its revenue bonds or other obligations to make a loan to finance a multifamily housing development, including the financing of the costs of the acquisition and preparation of a site and the construction of a new multifamily housing development for rental primarily to elderly persons; and WHEREAS, a multifamily housing development may consist of a multifamily housing development and a new health care facility if: (i) the multifamily housing development is designed and intended to be used for rental occupancy; (ii) the multifamily housing development is designed and intended to be used primarily by elderly or physically handicapped persons; and (iii) nursing, medical, al >,a n41~o health olatPrl otPt1 liainn CPr-Y)lr`PO awa availahln nn a 7d_hnnr hacie in tha perJOl1U1 hare, a1lU VLl1Vl 11V[Al Lll LVILtLV4 aJS1JLVU ll Yltl~, JVIYIVVJ Ltly atYNiluViv VII aL v ~ itVa.a VuJa.1 •at atav development to the residents; and WHEREAS, in the issuance of its revenue bonds or obligations and in the making of a loan to finance a multifamily housing development the City may exercise, within its corporate limits, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended; and WHEREAS, under the Act, the City may also issue revenue bonds for the purpose of refunding any revenue bonds of the City previously issued under the Act, including the payment of any redemption premium and any interest to accrue to the redemption. date; and WHEREAS, on August 18, 1.987, 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 amount of $4,400,000, for the benefit of Crest View Corporation, a Minnesota nonprofit corporation (the "Corporation"), formerly known as Crest View Lutheran Home, for the purpose of financing the reconstruction, improvement, rehabilitation and equipping, including the construction of a building addition to Crest View Home, a 122-unit licensed nursing facility located at 4444 Reservoir Boulevard N.E. in the City ("Crest View Home"), including the discharge and refinancing of certain. outstanding indebtedness of Crest View Lutheran Home incurred therefore; and WHEREAS, on May 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. amount of $2,770,000, and its Board and Care Facility Revenue Bands (Royce Place Project), Series 1991 B (the "Series 1991 B Bonds"), in the original aggregate principal amount of $560,000. The Series 1991A Bonds and the Series 1991B Bonds (collectively, the "Series 1991 Bonds"} were issued to provide funds to the Corporation to finance the costs of the acquisition, construction, and equipping of Royce Place, a 50-unit board and care facility located at 1515 44th Avenue N.E. in the City ("Royce Place"); and WHEREAS, on March 31, 1998, the City issued its Multifamily and Health Care Facilities Revenue Bonds (Crest View Project}, Series 1998 (the "Series 1998 Bonds"), in the original aggregate principal amount of $10,130,000. The Series 1998 Bonds were issued to defease the Series 1987 Bonds and the Series 1991 Bonds, to redeem certain other outstanding indebtedness of the Corporation, and to finance certain. improvements to the existing facilities of the Corporation; and WHEREAS, on January 24, 2002, the City issued its: (i) Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan -Crest View ONDC 1 Project), Series 2002A-1 in the original aggregate principal amount of $5,000,000 (the "Series 2002A-1 Bonds"), (ii) Multifamily Housing Revenue Bonds (GNMA Collateralized Mortsa~e Loan -Crest View ONDC I Project), Taxable Series 2002A-2 in the original aggregate principal amount of $110,000 (the "Series 2002A-2 Bonds"}; and (iii) Multifamily Housing Revenue Note (Crest View ONDC I Project), Subordinate Series 2002B (the "Series 2002 Note"), in the original aggregate principal amount of $200,000 (the Series 2002A-1 and the Series 2002A-2 Bonds are hereinafter referred to as the "Series 2002 Bonds" and the Series 2002 Bonds and the Series 2002 Note are hereinafter referred to as the "Series 2002 Obligations"); and WHEREAS, the Series 2002 Obligations were issued to finance the acquisition, development, construction, and. equipping by Crest View ONDC I, a Minnesota nonprofit corporation ("Crest View ONDC I"), of Crest View on 42nd, a 50-unit multifamily housing assisted-living and memory-loss facility for seniors located at 900 - 42nd Avenue N.E., in the City ("Crest View on 42nd"); and WHEREAS, Crest View on 42nd is currently owned and operated by Crest View ONDC I and is expected to be transferred to the Corporation in connection with. the issuance of the Series 2007 Bonds, „ a,,,.,...:w„a ,.~,,...,. „~,a a~ u~~.,~~~~u ~~,.,~~, u„u WHEREAS, the Corporation has requested that the City issue its: (i) Multifamily and Health Care Facilities Revenue Refunding Bonds (Crest View Project), Series 2007A (the "Series 2007A Bonds"), in the approximate aggregate principal amount of $21.,500,000; and (ii) Taxable Multifamily and Health Care Facilities Revenue Refunding Bonds (Crest View Project), Series 2007B (the "Series 2007B Bonds"), in the approximate aggregate principal amount of $1,000,000 (the Series 2007A Bonds, and the Series 2007B Bonds are hereinafter referred to collectively as the "Series 2007 Bonds"); and WHEREAS, the proceeds of the Series 2007 Bonds are to be loaned to the Corporation, and the proceeds of the loan are to be applied to: (i) refund the outstanding principal amount of the Series 1998 Bonds and the Series 2002 Obligations, and pay or prepay certain other indebtedness of the Corporation; (ii) finance capital improvements (the "Improvements") to certain facilities owned by the Corporation, including Royce Place, The Boulevard, a 74-unit senior housing facility ]ocated at 4458 Reservoir Boulevard N.E. in the City ("The Boulevard"), Crest View Home; and Crest View on 42nd (collectively, the "Facilities"); (iii) fund one or more reserve funds; and (iv) pay the costs of issuing the Series 2007 Bonds; and WHEREAS, at a regular meeting of the City Council of the City conducted on April 9, 2007, the City Council adopted a resolution declaring its preliminary intention to issue the Series 2007 Bonds, subject to compliance with the terms and conditions of the Act, and subject to final agreement between the City, the Corporation, and the initial purchaser of the Series 2007 Bonds as to the terms and conditions thereof; and 2 WHEREAS, the Series 2007 Bonds are proposed to be issued pursuant to the terms of an Indenture of Trust, dated on or after May 1, 2007 (the "h~denture"), between the City and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Trustee"), and the proceeds derived from the sale of the Series 2007 Bonds will be applied to fund a loan (the "Loan") to the Corporation pursuant to the terms of a Loan Agreement, dated on or after May 1, 2007 (the "Loan Agreement"), between the City and the Corporation; and. WHEREAS, neither the City nor the State of Minnesota nor any political subdivision thereof (other than the City anal then. only to the extent of the trust estate pledged under the terms of the Indenture) shall be liable on the Series 2007 Bonds, and the Series 2007 Bonds shall never be a debt of the City or the State of Minnesota or any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged under the terms of the Indenture), and in any event shall never give rise to a charge against the general credit or taxing powers of the City, Anoka County (the "County"), the State of Minnesota, or any political subdivision thereof. NOW. THEREFORE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA THAT: Section 1. The City acknowledges, finds, determines, and declares that the issuance of the Series 2007A Bonds and the Series 2007B Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2007 Bonds and the other actions of the City under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the best interests of the City. Section 2. For the purposes set forth above, the Series 2007A Bonds are hereby authorized to be issued in an original principal amount not to exceed $21,000,000 and the Series 2007B Bonds are hereby authorized to be issued in an original principal. amount not to exceed $600,000. The Series 2007A Bonds shall bear interest at rates not to exceed. five and three-quarters percent (5.75%) per annum. The Series 2007B Bonds shall bear interest shall bear interest at rates not to exceed eight and one-half ,~+ /4 SI10%\ ,. Tho Co 0 7(1(1'7 R~.r,.lo chill hA in cn~h r~anriminatinnc shall ha rnntthararj perCeii< <v./v i~~ rer aiiiiuiii. i.i~. v~r°vu ~.vv i Lv.,u.> ~..u.. v.. ... ~uv,. uv,.v,,,..,uu.,... , ,,....,, .,.. ,....,...,.., ....., shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the terms of the Indenture, in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2007A Bonds to be issued as tax-exempt bonds the interest on which is excludable from gross income for federal income tax purposes and excludable from net taxable income for State of Minnesota income tax purposes. The City hereby authorizes the Series 2007B Bonds to be issued as taxable bonds the interest on which is includable in gross income for federal income tax purposes and excludable from net taxable income for State of Minnesota income tax purposes. Ail of the provisions of the Series 2007 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 Series 2007 Bonds shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the principal amount, the maturity schedule, optional and mandatory redemption terms, mandatory sinking fiord payment schedules, and other terms and provisions of the Bonds) as the Mayor and the City Manager of the City (the "Mayor" and "City Manager," respectively}, in their discretion, shall determine. The execution of the Series 2007 Bonds with the manual. or facsimile signatures of the Mayor and the City Manager and the delivery of the Series 2007 Bonds by the City shall be conclusive evidence of such deternination. Section 3. The Series 2007 Bonds steal} be special, limited revenue obligations of the City payable solely from the revenues of the Facilities pledged to the payment of the Series 2007 Bonds in accordance with the terms of the Indenture. The Series 2007 Bands do not constitute a general or moral 3 obligation of the City, and the City has not pledged its full faith and credit or taxing powers to the payment of the Series 2007 Bonds. The Series 2007 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The Series 2007 Bonds do not constitute an indebtedness of the City except to the extent of the trust estate pledged under the Indenture, and do not constitute an indebtedness or liability of the County or the State of Minnesota. The City hereby authorizes and directs the Mayor and the City Manager to execute the Indenture and to deliver the Indenture to the Trustee and hereby authorizes and directs the execution of the Series 2007 Bonds in accordance with the Indenture, anal hereby provides that the hndenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be apart 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 City on the date hereof, and is hereby approved, with such necessary and appropriate variations. omissions, and insertions as are not materially inconsistent with such form and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section 4. The Mayor and the City Manager are hereby designated as the representatives of the City with respect to the issuance of the Series 2007 Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement, dated on or after May 1, 2007 (the "Bond Purchase Agreement"), between Piper Jaffray & Co. (the "Underwriter"), the City, and the Corporation. 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 City on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form as the Mayor and the City T if ., ,~, tho;r .~l;o..rot;.-..-. oh.~ll rloto. r~rnvillu(1 that thn Pvarntinn th aranf by tha Mat/nr and the 1YtULLagel, ill t11V ll UlJ~1 Nt1 Vll, J11Ull uvlVf llllne; 1JiV Yl,AV4l lfiN.~ u,v veavvtwuv,a ,.uvavv,. vJ ....v ..aJ... ...... .•... City Manager shall. be conclusive evidence of such determination. Section 5. The Mayor and the City Manager are hereby authorized and directed to execute the Loan Agreement, and when executed and delivered as authorized herein, the Loan Agreement 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 ful] force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such. necessary variations, omissions, and insertions as are not materially inconsistent with such forms and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section. 6. The Mayor and the City Manager are hereby authorized and directed to execute and deliver all other instruments and documents necessary to accomplish the purposes for which the Bonds are to be issued and the Indenture, the Loan Agreement, and the Bond Purchase Agreement are to be executed and delivered. The City Council hereby authorizes the preparation and filing of Uniform Commercial Code financing statements (with respect to the assignment of the interests of the City in the Loan Agreement and the other loan documents to the Trustee, for the benefit of the owners of the Bonds, other than the rights of the City relating to repayment of expenses, indemnity, payment of attorneys' fees, and repayment of advances of the City}. Section 7. The City hereby consents to the preparation and distribution. of a Preliminary Official Statement and an Official Statement with. respect to the offer and sale of the Series 2007 Bands (collectively, the "Official Statement") as requested by the Underwriter and the Corporation; provided 4 that it is understood that the City has not been requested to participate in the preparation of or to review the Official Statement and has not done so. The City has made no independent investigation of the facts and statements set forth in the Official Statement; accordingly, dze City assumes no responsibility with respect thereto including, without limitation, as to matters relating to the accuracy, fairness, completeness, or sufficiency of the Official Statement. Section $. The Mayor, the City Manager, and other officers of the City are authorized upon. request to furnish certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Series 2007 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained herein. Such officers, employees, and agents of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Trustee, or other persons or entities in conjunction with the issuance of the Series 2007 Bonds and the expenditure of the proceeds of the Series 2007 Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Series 2007 Bonds, an order to the Trustee, a general certificate of the City, and an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038 (Rev. January 2002). Section 9. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, the Loan Agreement, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the City by the provisions of this resolution or of the Indenture, the Loan O rtraamant nr nthar rlnrnmantc rafarrarl try ahnva chap ha avarricar~ nr r~arfnrmarl tw ttia ('itv nr by cn~ti officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement contained in this resolution or contained in the Indenture, the Loan Agreement or other documents referred to above shall be deemed to be a covenant, stipulation, obligation., representation, or agreement of any elected official, officer, agent, or employee of the City in that person's individual capacity, and neither the members of the City Council of the City nor any officer or employee executing the Bonds shall. be liable personally on the Series 2007 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 10. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the Corporation, and the Trustee, as fiduciary for owners of the Series 2007 Bonds, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provisions thereof; this resolution, the Indenture and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City, the Corporation, and the Trustee, as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture. Section 11. In case any one or more of the provisions of this resolution, or of the documents mentioned. herein, or of the Series 2007 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 Bands, but this resolution, the aforementioned documents, and the Series 2007 Bands shall be construed and endorsed as if such illegal or invalid provisions had not been contained thea-ein. The terms and canditions set forth in the Indenture, the pledge of revenues derived from the Facilities, the pledge of collateral derived from the Facilities referred to in the Indenture, the 5 creation of the funds provided for in the h~denture, the provisions relating to the application of the proceeds derived from the sale of the Series 2007 Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other money are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other money, and proceeds of the Series 2007 Bonds for the purposes, in the manner, and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate acid apart from the Indenture. Section 12. 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 Series 2007 Bonds, and to the executio-~ of the Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series 2007 Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section I3. If for any reason the Mayor of the City is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the City, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason tl~e City Manager of the City is unable to execute and deliver the documents referred to in this Resolution, such. documents may be executed and. delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. Section l4. This resolution shall be in hill force and effect from and after its passage. Date of passage: May 14, 2007. Offered by: Diehm , .------_., „ Second by: Kelzenberg _ ~~~ ~~. Roll Call: Ayes: Diehm, Kelzenberg, Nawrocki, Peterson, Williams ~~` I ~..~ ~ r_ A .___ --•,w ~~ ~-:x~ ayor ary L. Peterson Attest: t , . x .~ i ,' ~; r .. ,_w _.. -~ ~_ Ce~ , . s ~ ~~ ~ ~~ -~ ~-. Carole J. Blowers ~~` Secretary Pro Tern `' 6