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City Council Resolution 1995-40RESOLUTION NO. 95-40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MONTICELLO, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S SENIOR HOUSING REVENUE BONDS (PRESBYTERIAN HOMES HOUSING AND ASSISTED LIVING PROJECT) SERIES 1995 (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, A BOND PURCHASE AGREEMENT AND CERTAIN OTHER DOCUMENTS; APPROVING THE FORM OF AN OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS WHEREAS, the City of Monticello, Minnesota (the "Issuer") is a municipal corporation 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 amended ( the "Act") , the Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to finance the cost of the acquisition, construction, improving and equipping of multifamily housing facilities to be located within its corporate 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 , Presbyterian Homes Housing and Assisted Living, Inc . Center, a Minnesota nonprofit corporation (the "Corporation") has requested the Issuer to issue its Senior Housing Revenue Bonds (Presbyterian Homes Housing and Assisted Living, Inc . Project) Series 1995 in an aggregate principal amount not to exceed $3, 500 , 000 ( the "Bonds") to provide for the funding of a loan ( the "Loan") to the Corporation for the purpose of financing the acquisition, construction, improving and equipping of a 48 -unit independent living facility for the elderly (the "Project") to be owned and operated by the Corporation; and WHEREAS, the Issuer has developed its housing plan, pursuant to and in conformity with the Act (the "Housing Plan") , after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City of Monticello at least thirty (30) days before the date of the hearing, as required by the Act; and WHEREAS, on June 12, 1995 the Issuer adopted a housing program (the "Program") for the issuance of the Issuer's senior housing revenue bonds to finance the Project; and WHEREAS, the Program was adopted in conformity with the Act after public hearing thereon and after one publication of notice in a newspaper circulating SNG90086 MNI90-47 Resolution 95-40 generally in the City at least fifteen (15) days before the date of the hearing, as required by the Act; and WHEREAS, there is no active regional development commission whose jurisdiction includes the City; and WHEREAS, the Loan will be made pursuant to the terms of a Loan Agreement dated as of June 1, 1995 ( the "Loan Agreement") between the Issuer and the Corporation and will be secured by (i) a mortgage lien on and security interest in the Project and the real estate on which the Project is located, from the Corporation to the Issuer pursuant to the terms of a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of June 1, 1995 ( the "Mortgage") which Mortgage will be assigned by the Issuer to First Trust National Association, as trustee ( the "Trustee") and (ii) a Guaranty Agreement dated as of June 1, 1995 ( the "Guaranty") Presbyterian Homes Housing and Assisted Living, Inc. from Presbyterian Homes of Minnesota, Inc . , Presbyterian Homes Foundation, Johanna Shores, Inc., Presbytrian Homes Care Centers, Inc., and Presbyterian Homes Management and Services, Inc. (the "Guarantors") to the Trustee; and WHEREAS, the Issuer proposes to finance the acquisition, construction, improvement and equipping of the 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 June 1, 1995 ( the "Indenture") between the Issuer and Trustee, and will be secured by 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 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 the Project; and 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 held a public hearing on June 12, 1995, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen (14) days before the hearing; and WHEREAS, the forms of the following documents (including the exhibits referred to therein) have been submitted to the City: (a) the Indenture, providing for the issuance of the Bonds, prescribing the form thereof, pledging the trust estate described therein for the security of the Bonds, and setting forth proposed recitals, covenants and agreements by the parties with respect thereto; (b) the Loan Agreement; (c) the Mortgage from Corporation to Issuer; (d) the Assignment of Leases and Rents dated June 1, 1995 from the Corporation to the Issuer; (e) the Assignment of Mortgage and Leases and Rents dated June 1, 1995 from the Issuer to Trustee; SNG90066 MN190-a7 2 Resolution 95-40 (f) the Guaranty Agreement from Guarantors to Trustee; (g) a Bond Purchase Agreement, to be dated as of the date of execution thereof (the "Bond Purchase Agreement") , by and among the Issuer, Dougherty, Dawkins, Strand & Bigelow, Inc . , (the "Underwriter") and Corporation; and (h) a form of Preliminary Official Statement and a Final Official Statement to be delivered on or prior to the bond closing (the "Official Statement") . Theements described and referred to above in paragraphs (a) through (h) shall be hereinafter sometimes referred to collectively as the "Agreements" . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PIE ONTICELLO, MINNESOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the provision of necessary housing facilities , so ucost uate s a public housing purposfacilities e available to residents of the State at reasonable 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount of n1 t tture shall $3,500, 000. The Bonds shall be numbered, shall be da , be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescrie rest rate on the Bonds the form now on file with the Issuer. The average int shall not exceed 7.75%, which shall be determined by the Underwriter, subject to approval of the rates by the City Administrator of the Issuer - Execution of f the Issuer the Indenture and Loan Agreement by the City Administrator shall be conclusive evidence of such approval. ons o 3. The Bonds shall be sperm obliga �tif the Issuer payable solely from the revenues provided pursuant to the Loan Agreement and other funds pledged pursuant to the Indenture. The City Council of the Issuerssuer type "Mayo authorizes and directs the Mayor and the City Administrator of th and the "Administrator", respectively) to execute and deliver the Indenture, by and between the Issuer and the Trustee, and to deliver said the Bondss� Indenture, and hereby authorizes and directs the execution_ accordance with the Indenture, and hereby provides that theIndenture duties and provide the terms and conditions, covenants, rights, oblige agreements of the bondholders, 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 orce and effect the e extent as if incorporated verbatim herein and s� be in f date of execution and delivery thereof this 4 . The Agreements in substantially the forms submitted to the Issuer a t meeting, are hereby approv d inserted with such necessary an pP P variations, omriate issions an as do not materially change the substance without limitation the date of any document) , or as the thereof (including and the Mayor and the Administrator) in theme'Adm�in discretion., ahoy determine, conclusive execution thereof by the Mayor and the ire the evidence of such determination. Such of the authorized anddirectedto be executed or as req execution of the Issuer are hereby SNG90096 3 my!90-47 Resolution 95-40 accepted, as the case may be, and delivered in the name and on behalf of the Issuer by its Mayor and City Administrator upon execution thereof by the parties thereto as appropriate. The Bonds and the Agreements shall be executed and delivered as provided therein. Copies of all the documents necessary for the consummation of the transactions described herein and in the Agreements shall be delivered, filed and recorded as provided herein and in the Agreements. 5. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and shale be Loan gentlely from the principal, premium and interest on the Bon the proceeds of the Bonds and the Loan Agreement. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Magor and Administrator of the Issuerare hereby authorizedto, execute asas are necessary and deliver, on behalf of the Issuer, such other or appropriate in connection with the Issuance, sale, and delivery of the Bonds, including the Arbitrage Certificate and any document necessary to comply with Securities and Exchange Commission R� b5 necessary and applicable, and an other do � he .��c��e�anad delivery of the Bonds. appropriate in connection the re aration of the Preliminary Official 8 . The Issuer is not participating P P Statement relating to the Bonds (the "preliminary Official Statement") , which Preliminary Official Statement is expected to be amended and completed e "Officiald certain pricing and other information �am ond�a and investigation with. Statement") and has made and will t Appendices respect to the information to be contained therein, cl fod� the Append ce thereto, and the Issuer assumes no �.Subjct to the foregoing, the accuracy or completeness ofer in Issuer hereby consents to the distribution and the use bfthe nderwritt and connection with the sale of the Bonds of the Preliminary Official en the Official Statement in the form on file with Issuer. The Preliminary Statement and the Official Statement are the sole materials e consented to by the Issuer for use in connection with the offer and sale of h 9. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall tbe Issube er ed to to be the covenants, stipulations, obligations and agreements o the full extent authorized or permitted by law, and all such covenants., d agreements shall be binding upon the Issuer. stipulations, obligations an Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties er or the and liabilities imposed uponthe osiementioned City Council by the Provisions of this resolution or of th documents shall be exercised or performed by the Issuer r bythsecho fembersy of the City Council, or such officers, board, body or agency be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agz'eement herein contained or contained in the aforementioned documents shall be deemedfio Cocovenant, c 1 of the stipulation, obligation or agreement of any member o y Issuer, or any officer, agent or employee of the Issuer in that person's 33x90086 4 W190-47 Resolution 95-40 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 m k� ing 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 . 10. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or impcorporation, edo�n intended or shall be than the construed to confer upon any person or firm or rp , 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 of this resolution olderfrom time to time of the Bonds issued under the provisions 11. In case any one or more of the provisions of issued hereundern, or of the shall for any aforementioned documents, or of the Bonds or Inver s shall not reason be held to be illegal or �v�dresolution,ch �olr of the aforementioned affect any other provision of this 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. 12. The Bonds, when executed and delivered, shall conttaino recital o � deey f are issued pursuant to the Act, and such recital shall be 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 en the est and be to the execution of the aforementioned documents solution, and precedent performed precedent to and in the enactment 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. 13. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do aJlis the andntiings required of them by or in connection full pnctual and complete performance of documents , and the Bonds for , Pu all the terms, covenants and agreements contained in the Bonds.* the aforementioned documents and this resolution. In the out the vent hatfor any on of any of reason the Mayor of the Issuer is unable to carry other member of the City Council of the Issuer shall the documents or other acts e be to Provided herein,act inhis capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which n reason or acts shall be valid and binding on the Issuer. Y SM90086 5 'uW190-az Resolution 95-40 the City Administrator 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, with the same force and effect as if such documents were executed and delivered by the City Administrator 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 Monticello * 12th dpy of June, 1995. ATTEST: City Administra SM9aoas 6 rN190-a7