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City Council Resolution 1987-06` CERTIFICATION OF MINUTES REI,p,TING TO $1,125,000 COMMERCIAL DEVELOPMENT CURRENT REFUNDING REVENUE BONDS (Medical Facilities Company Project) Issuer: City of Monticello, Minnesota Governing Body: City Council and place of meeting: A regular meeting, Kind, date, time, 1987 at 7.30 o'clock p.m., at the held on Monday, March 9, • City Hall. Members present: Members absent: Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 87-6 RESOLUTION AUTHORIZING THE SALEMANNESOTA~COMMERCIAL .$1,125,000 CITY OF MONTICELLO, MEDICAL DEVELOPMENT CURRAENyTpROJECT)NSERIESN198gONDS FACILITIES COMP being the duly qualified and acting I, the undersigned, ublic corporation issuing the bonds recording officer of the p referred to in the title of thaescribedlabove,chavefbeenat t e documents attached hereto, as carefully compared with the origifromrwhichstheyshave been corporation in my legal custody, transcribed; that said documents are a correct overninglbody of transcript of the minutes of a meeting of the g said corporation, and correns taken andeof allldocuments resolutions and other actlbod at said meeting, so far as they approved by the governing Y was duly held by relate to said bonds; and that said meeting at the time and place and was attended the governing body ursuant to call and throughout by the members indicated above, p notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this day of March, 19 [SEAL] Thomas Eidem Cit Administrator Name and Title Councilmember ~j , ~.c.._. ~~i ~-- introduced the following resolution and moved its adoption: RESOLUTION NO. 87-6 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $1,125,000 CITY OF MONTICELLO, MINNESOTA, COMMERCIAL DEVELOPMENT CURRENT REFUNDING REVENUE BONDS (MEDICAL FACILITIES COMPANY PROJECT) SERIES 1987 BE IT RESOLVED by the City Council of the City of Monticello, Minnesota (the City), as follows: SECTION 1. RECITALS AND FINDINGS 1.1) On April 27, 1981, the City held a public hearing on a proposal presented to it that the City undertake and finance a project pursuant to the Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the Act) consisting of the acquisition of fifty thousand (50,000) square feet of land located in the City and the construction thereon and equipping of an approximately twenty thousand (20,000) square foot medical clinic building and related facilities (the Project). The street address of the Project is 1107 Hart Boulevard in the City. The public hearing was duly called, noticed, and held, and all interested parties were afforded an opportunity to be heard. 1.2) The Commissioner of Securities and Real Estate of the State of Minnesota (predecessor to the Commissioner of the Minnesota Department of Energy and Economic Development), approved the Project pursuant to a letter addressed to the Mayor of the City, dated May 12, 1981. 1.3) On December 14, 1981, the City adopted Resolution No. 1981-34, which authorized the sale and issuance of the $1,300,000 City of Monticello, Minnesota, Commercial Development Revenue Bonds (Medical Facilities Company Project) Series 1981 (the Original Bonds) to aid in financing the cost of acquiring and constructing the Project. The Original Bonds were issued by the City on December 16, 1981. 1.4) The Project has now been completed substantially as contemplated in the documents authorizing the issuance of the Original Bonds. The proceeds of the Original Bonds have been expended for costs of the Project, with the exception of $150,000 held in the Reserve Fund created by the Indenture of Trust executed with respect to the Original Bonds, dated as of December 1, 1981, between the City and First Trust Company of Saint Paul, as trustee (the Original Indenture). 2. 1.5) The Original Indenture provides for optional redemption of the Original Bonds, at the direction of the Company, on each June 1 and December 1 beginning June 1, 1987, and ending on December 1, 2005. 1.6) The Project is owned by Medical Facilities Company, a Minnesota partnership (the Company). The Company was the developer of the Project and is the entity responsible for repaying the principal, premium, and interest on the Original Bonds. The Company .has determined to exercise its option to redeem the Original Bonds in order to reduce the outstanding amount of bonds issued to assist in financing the Project and to realize savings on debt service due to lower interest rates now available, and to provide for the payment of the redemption price of said Original Bonds by requesting that the City issue and sell its commercial development current refunding revenue bonds (the Bonds), the proceeds of which will be used to pay and refund the Original Bonds and to pay part of the costs of issuance of the Bonds. The proceeds of the Bonds will be loaned by the City to the Company, and the Company will agree to make payments sufficient to pay the principal, premium (if any), and interest on the Bonds, all pursuant to the terms of the Loan Agreement (as hereinafter defined). 1.7) At a public hearing duly called, noticed, and held on January 26, 1987, in accordance with the provisions of the Act and Section 147(f) of the Internal Revenue Code of 1986 (the Code), all parties desiring to appear were afforded an opportunity to be heard. Based on such public hearing, and on such other facts and circumstances as this Council deems relevant and on information provided to this Council by representatives of the Company, this Council hereby finds, determines, and declares as follows: (O1) The City is authorized by Section 474.03, subd. 12, of the Act to issue revenue bonds to refund, in whole or in part, bonds previously issued by the City; (02) Issuance of the Bonds by the City will result in a reduction of the amount of outstanding bonds issued to assist in financing the Project and will result in a reduction of the debt service due to lower interest rates now available; and (03) The Reserve Fund of the Original Bonds will be used to redeem a portion of the Original Bonds and no reserve fund will be required for the Bonds. 1.8) The Bonds will be issued and sold in accordance with the Act and will provide that the Bonds are payable solely from amounts received by the City pursuant to the Loan Agreement and other property pledged to their payment. The Bonds will not be a general obligation of the City or be payable from any other property or funds of the City. 3. 1,g) Neither the State of Minnesota nor any political other than the City, and then only to the subdivision thereof ( ledged in the Indenture and the extent of the trust estate p hereinafter defined)) shall be liable on the Bonds, and then Bonds shall not be a debt offthothertthan thenCitya or an political subdivision thereo ( led ed in the only to the extent of the trusshallanotpgive rise to a charge Indenture),: and in any event, the State of against the credit or taxing power of the City, Minnesota, or any political subdivision thereof. as amended, 1.10) Pursuant to the preliminary resolution, the and to document the foregoing proposed transaction, 'n documents relating to the Project have been submitted follows g or shall be placed, on file in the to the Council and are now, office of the City Administrator: 1987 reement, dated as of March 1, (O1) Mortgage Loan Ag the Loan Agreement), proposed to be made and entered into between the City and the Company; dated as of March 1, 1987 (the (02) Indenture of Trust, Indenture), proposed to be made and entethe Trustee)ween Inc. the City and First Trust Company, the Official dated March 2, 1987 ( (03) Official StatemenJuran & Moody, Inc., of St. Paul, Statement) prepared by relating to the offer Minnesota (the Original Purchaser), and sale of the Bonds; 1987 reement, dated as of March 1, (04) Bond Purchase Ageement), proposed to be made and (the Bond Purchase the City, the Company, the Guarantors, entered into among and the Original Purchaser; dated as of March 1, 1987 (the Guaranty), (05) Guaranty, all the general proposed to bhemCompany;entered into by partners of 06 First Amended and Restated Master Lease, dated as of ( ) the Lease) among the Guarantors (other than March 1, 1987 Thomas E. McKee) and the Company; 07 Assignment of Leases and Rents, dated as of March 1, ( ) g ro osed to be made and entered into 1987 (the Assi nment), p P by the Company; and (08) A specimen Bond. 1.11) The City Councilha~.the City hereby finds, determines, and declares t 4. (O1) It is desirable that the Bonds in the amount of $1,125,000 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; (02) The loan repayments required by the Loan Agreement are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal, premium, if any, and interest on the Bonds issued under the Indenture when due, and the Loan Agreement also provides that the Company is required 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 or 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. (03) Under the provisions of Minnesota Statutes, Section 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 charge, 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. SECTION 2. AUTHORIZATION OF ISSUANCE OF BONDS AND EXECUTION OF DOCUMENTS AND RELATED MATTERS 2.1) The forms of Loan Agreement, Bonds, Indenture, Official Statement, Bond Purchase Agreement, Guaranty, Lease, and Assignment referred to in paragraph 1 hereof are approved. 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 prospective purchasers of the Bonds, but assumes no responsibility for the content thereof. 5. 2.2) For the purpose of paying a portion of the cost of refunding the Original Bonds, there is hereby authorized the' issuance of the Bonds in an amount not exceeding $1,125,000. The Bonds shall be in such principal amount, shall mature, shall bear interest, shall be in such denomination, shall be numbered, shall be dated, 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 Indenture. 2.3) The Bonds shall be special obligations of the City payable solely from the revenues of the Project and other amounts included in or derived from the trust estate described in the Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. The City Council of the City hereby authorizes and directs the Mayor of the City and the City Administrator to execute, on behalf of and under the corporate seal of the City, the Indenture, and to deliver to the Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall set forth the terms and conditions, covenants, rights, obligations,. duties, and agreements of the bondholders, the City, and the Trustee. 2.4) 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 City on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and City Administrator, in their discretion, shall determine, including without limitation, a reduction in some or all of the rates of interest for the various maturities; provided that the execution thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. 2.5) The Mayor and the City Administrator are hereby authorized and directed to accept the offer of Juran & Moody, Inc. (the Original Purchaser), contained in the Bond Purchase Agreement and to execute such Bond Purchase Agreement on behalf of the City under the corporate seal of the City, and to deliver such Bond Purchase Agreement to the Original Purchaser. 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 6. 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, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and the City Administrator, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Administrator shall be conclusive evidence of such determination. 2.6) The Mayor and City Administrator are hereby authorized and directed to execute and deliver 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 full 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, and is hereby approved, with such necessary variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and City Administrator, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. 2.7) All covenants, stipulations, obligations, representations, and agreements of the City contained in this Resolution or contained in the Bonds, the Indenture, the Loan Agreement, the Bond Purchase Agreement, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, 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. Exceowers, and otherwise provided in this Resolution, all rights, p privileges conferred, and duties and liabilities imposed upon the City or the City Council by the provisions of this Resolution or of the Bonds, the Indenture, the Loan Agreement, the Bond Purchase Agreement or other documents referred tsuch above shall be exercised or performed by the City, or by members, 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 herein contained or contained in the Bonds, the Indenture, the Loan Agreement, the Bond Purchase Agreement or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any 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 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement 7. contained in the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general obligation of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Bonds or in any other document related to the Bonds, the City has not obligated itself to pay or remit any funds or revenues, other than the trust estate described in the Indenture. 2.8) Except as herein otherwise expressly provided, nothing in this Resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the holders of the Bonds, the Trustee, and the Company to the extent expressly provided in the Indenture, 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 provision 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 holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. 2.9) In case any one or more of the provisions of this Resolution or of the Indenture or of the 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 Indenture or of the Bonds, but this Resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of all revenues, collateral, and other monies 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 monies, and proceeds of the 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 and apart from the Indenture. 2.10) The City Council of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this Resolution and the Indenture and the 8. other documents referred to complete performance of all agreements contained in the documents referred to above, above for the full, punctual, the terms, covenants, and Bonds, the Indenture and the and this Resolution. and other 2.11) The Mayor and City Administrator are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Bond Purchase Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this Resolution, or to evidence compliance with Section 148 of the Code; and the Mayor and the City Administrator are hereby designated as officers of the City for the purposes of executing the Certification of the City and the No Arbitrage Certificate; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. 2.12) If for any reason the Mayor of the City is unable to execute and deliver the documents referred to in this Resolution, any other member of the City Council of the City 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 the City Administrator 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 other officer of the City or member of the City Council with the same force and effect if such documents were executed and delivered by the City Administrator of the City. 2.13) All costs incurred by the City in connection with the issuance, sale, and delivery of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, or the Bond Purchase Agreement, or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Company or reimbursed by the Company to the City. 2.14) This Resolution shall be in full force and effect from and after its passage. 2.15) The Mayor, the City Administrator, and other officers 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. 9. Adopted this 9th day of March, 1987. Z' i -~.'~'"'-- Approved: Mayor Attest: City Administrator The foregoing resolution was duly seconded by Council member `~~ov~i~ ~-~ , 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. 10. ~ r STATE OF MINNESOTA COUNTY OF WRIGHT. CLTY OF MONTICELLO I, the undersigned, being the duly qualified and acting City Administrator of the City of Monticello, Minnesota, or an appropriate official of said City authorized to execute documents on behalf of said City Clerk, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true, and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to the authorization of the issuance of the City's $1,125,000 Commercial Development Current Refunding Revenue Bonds (Medical Facilities Company Project) Series 1987, and the approval of an Indenture of Trust, a Loan Agreement, and a Bond Purchase Agreement. WITNESS my hand and seal this day of March, 1987. I (SEAL) Ci y dministr for SOK:DHO 11.