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City Council Resolution 1981-34WPC: MC I I 12/7/81 I i i CERTIFICATION OF MINUTES RELATING TO $1,300,000 COMMERCIAL DEVELOPMENT REVENUE BONDS (Medical Facilities Company Project) Issuer: City of Monticello, MYnneaota • Governing Bodys .City Council --T Kind, date,-time and plac~ of meeting: A regular meeting, held on ' Monday, December 14, 198 1 at ?:30 o'clock p.m;,'at the City Hall., it Members present: Members absent: Documents Attached:, Minutes of paid ieeting (pages: 4 ~ ~ RESOLUTION N0. ' #_~ 1` ', RESOLUTION AUTHORIZING THE ACQUISITYON AND CONSTRUCTION OFjA PROJECT UNDER THE MINNESOTA • MUNICIPAL INDUSTR_~I~A~~~L_~~DEVELOPMENT ACT,`,+'THE SALE AND ISSUANCI£ OFICVi~H~18RCIAL DEVELOPMENT REVENUE `. BONDS TO FINANCE 'PHE ! P~tOJECT AND .THE EXECUTION -- OF VARIOUS DOCUMENTS - s I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as deBCribed'above, have been carefully compared with the original records of 'said corporation in my legal custody, from which they. have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions .and other actions taken and of all docu- ments approved by the governing body at said meeting, so far as they relate to said bonds •' and that said meeting was duly held by the governing body at the!time~and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by lat+. ' WITNESS my hand officially as such recording officer this 14th day of December, 1981: ~ ' signature • Gar Wieber, Cit Admin_i_ s_ trator .,,; Name an Tit e ' ~ ~ i ~9 ~ ! ~ ~. ,, Councilmember Phil White introduced the I-, following resolution and move ite adoption: ~ ,~{ 1 '~{ RESOLUTION NO . # 3 4 - 1 ~~I ,` RESOLUTION AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF A PROJECT UNDER THE MINNESOTA MUNICIPAL' INDUSTRIAL DEVELOPMENT ACT, THE SALE""' AND ISSUANCE OF~COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT AND THE EXECUTION OF VARIOUS DOCUMENTS, , BE IT RESOLVED by the City Council of the City of Monticello, Minnesota, as follows: 1. It has been proposed that the City issue its Commercial Development Revenue Bonds (Medical Facilities Company Project), Series 1981, dated as of December 1, 1981, in the princi- pal amount of $1,300,000 (the "Bonds"), to finance the cost of constructing and equipping a medical office building to be con- nected to Monticello-Big Lake Community Hospital by an underground tunnel (collectively, the "Project"), on behalf of Medical Facilities Company, a Minnesota general partnership (the "Company"). The Council gave preliminary approval to the proposal by resolution duly adopted April 27,.1981. Under the terms of a resolution duly adopted August 3, 1981, the City gave permission to the Underwriter, hereinafter identified, to offer the Bonds for sale to the public ~'~ ~" in accordance with state and federal securities laws. Pursuant to ""d the preliminary resolution, as amended, and to document the fore- going proposed transaction, the following documents relating to the Project have been submitted to the Council and are now, or shall be placed, on file in the office of the City Clerk: (a) Mortgage Loan Agreement, dated as of December 1, 1981 (the "Loan Agreement") proposed to be made and entered into between the City and the, Company; ' (b) Indenture of Trust, dated as of December 1, 1981 (the "Indenture") proposed to be made and entered into between the City and~First Trust Company of Saint Paul (the "Trustee"); (c) Official Statement, prepared by Juran & Moody, Inc., of St. Paul, Minnesot~,(the "Underwriter") relating to the offer and sale of 'the Bonds; (d) Bond Purchase Agreement, dated as of December 1, 1981, proposed to be made at~d entered into between the City, the Company and the Underwriter; and 1 - '.~ • i (e) Guaranty, dated as of December 1, 1981, proposed to be made and entered into by all the general partners of the Company. 2. It is hereby found, determined and declared that• ~~ ,, (a) the Project to be financed constitutes a "project" authorized by Section 474.02 subd. la, Minnesota Statutes; _."- (b) the purpose of the Project,was defined in the Loan Agreement and Indenture, is, and the effect thereof will be, to promote the public welfare by (i) the retention, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment, (ii) the development of industry to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities, (iii) the preservation of the economic and human resources needed as a base for providing services and facilities, and (iv) the more intensive development of land available in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; (c) the Project has been approved by the Commissioner of Securities and Real Estate of the State of,Minnesota as tending to further the purposes and policies of the Minnesota Municipal Industrial Development Act; - (d) it is desirable that the Company be authorized, in accordance with the provisions of Section 474.02(6), Minnesota Statutes, anal subject to the terms and conditions set forth in the. Loan Agreement, which terms and conditions the City determines to be necessary, desirable and proper, to provide for the acquisition and construction of the Project by such means as shall be available to the Company and in the manner determined by the Company, with or without advertisement foX bids as required for the construction and acquisition of other municipal facilities; '(e) it is desirable that the Bonds in the amount of $1,300,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement and the loan repayments receivable pursuant thereto will be pledged to the Trustee as security for the payment of principal, premium, if,any, and interest on the Bonds; • (f) the loan repayments required by the are fixed, and required to be revised from time to so as to produce income and revenue sufficient to prompt payment of principal, premium, if any, and Bonds issued under the Indenture when due, and the Loan Agreement time as necessary, provide for interest on the Loan Agreement '';1 -2- 1 ~ ~" also provides that the Company is,requirec9 to pay all expenses of ~~ the operation and maintenance of the Project including, but without limitation, adequate insurance thereon and insurance against all liability for injury; to persons o~ property arising from the operation thereof, and all taxes and 'special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement. --_- (g) under the provisions of Minnesota Statutes, Section i 474.10, and as provided in the Loan Agreement and Indenture, the ~' Bonds are not to be payable from nor charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City except the Project mortgaged by the Indenture; the Bonds shall not constitute a c1-;,rge, lien or encumbrance, legal or equitable, upon any property of the City except the Project; each of the Bonds issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof;' and none of the Bonds shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3. The forms of Loan Agreement, Indenture, Bond Purchase Agreement, and Guaranty referred to in paragraph 1 hereof are approved. The Loan Agreement, Indenture and Bond Purchase Agree- "~~~~' ment, with such variations, insertions and additions as the.City ~"' Attorney may hereafter deem appropriate, are directed to be executed in the name and on behalf of the City by the Mayor and City Administrator. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The City hereby authorizes the distribution of the Official Statement to prospec- tive purchasers of the Bonds, but assumes no responsibility for the content thereof. 4. In anticipation of the collection of revenues of the Project, the City shall proceed forthwith to issue the Bonds in the principal amount of $1,300,000, in thejform and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made part hereof. The proposal of the Underwriter to purchase the Bonds at a price of $1,248,000 plus accrued interest, upon the terms and conditions set forth in the Indenture, is hereby accepted. The Mayor and City Administrator are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a cf:rtified copy of this resolution and other docu- ments required by the Indenture, for authentication and delivery to the Underwriter. i,~ ; I -3- • ~ ,, 5. The Mayor, the City Administrator and other officers f '' of the City are authorized and directed to '.prepare and furnish to the purchaser of the Bonds and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as 'may be required by bond counsel, and approved by the City Attorney, to show the facts relating to the legality and marketability of the Bonds. r_ ~ Adopted this 14th day of December, 1981. Approved: Arve Grlmsmo, Mayor Attest: Gary Wieber, City Administrator' The foregoing resolution was duly seconded by Council member Fran Fair and upon vote being taken thereon, the following voted in favor: ~~ and the following voted against the same: whereupon the resolution was declared duly passed and adopted. ,,;~ -4- ^