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HomeMy WebLinkAbout1994-039 r RESOLUTION NO. ~ 9 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152 to 469.1651, ON BEHALF OF RIVER VALLEY PROFESSIONALS, A MINNESOTA GENERAL PARTNERSHIP BE IT RESOLVED by the city council of the City of stillwater, Minnesota (the "City"), as follows: 1. Authoritv. The city is, by the Constitution and laws of the State of Minnesota, including Minnesota statutes, Sections 469.152 to 469.1651, as amended (the "Act"), authorized to issue and sell its revenue bonds and refunding revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. '" 2. Authorization of Pro;ect: Documents Presented. River Valley Professionals, a Minnesota general partnership (the "Borrower"), has proposed to this Council that the City issue and sell its $1,125,000 City of stillwater Industrial Development Refunding Revenue Bonds (River Valley Professionals Project), Series 1994, in substantially the form set forth in the hereinafter-mentioned Trust Indenture (the "BondS") pursuant to the Act, and loan the proceeds thereof to the Borrower in order to refinance costs incurred in the acquisition and construction of certain medical and dental clinic facilities located at 1701 CUrve Crest BoUlevard in the City (the "Project"), owned by the Borrower. The Bonds are to be issued for the specific authorized purpose of causing to be refunded the City'S outstanding Commercial Development Revenue Bonds (River Valley professionals Project), series 1982, issued in the original aggregate principal amount of $1,700,000 (the "Refunded Bonds") and currently outstanding in the aggregate principal amount of $1,350,000. Forms of the following documents relating to the Bonds have been submitted to the city and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement") dated as of February 1, 1994, between the City and the Borrower, whereby the city agrees to make a loan to the Borrower of the gross proceeds of sale of the Bonds and the Borrower agrees to cause the Refunded Bonds to be refunded in full, and to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; and r- (b) Trust Indenture (the "Trust Indenture") dated as of February 1, 1994, between the City and National city Bank of Minneapolis, as Trustee, authorizing the issuance of the I I ,-,; Bonds and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") dated as of February 1, 1994, from the Borrower to the Trustee, granting a mortgage lien against the Project Facilities in order to provide security for the Bonds (this document not to be executed by the city); and (d) Assignment of Leases and Rents (the "Lease Assignment") dated as of February 1, 1994, from the Borrower to the Trustee, assigning to the Trustee for the further security of the Bonds all leases and rents with respect to the Project Facilities (this document not to be executed by the city); and r (e) Guaranty Agreement (the "Guaranty") dated as of February 1, 1994, from certain named individuals and professional associations constituting the principals in the Borrower and certain spouses (collectively, the "Guarantors") to the Trustee, guaranteeing payment of the Bonds (this document not to be executed by the City); and r (f) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Miller, Johnson & Kuehn -Incorporated (the "Underwriter"), the Borrower, and the city, providing for the purchase of the Bonds from the city by the Underwriter and setting the terms and conditions of purchase; and (g) Preliminary Official Statement and form of final Official Statement, the form of the Preliminary Official Statement, together with the insertion of such underwriting details as the interest rates to be borne by the Bonds and -related matters, and including all Appendices thereto, intended to constitute the form of the final Official Statement (together referred to as the "Official statement"), describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. 3. Findinas. It is hereby found, determined and declared that: (a) The Project constitutes a project authorized by and described in the Act. r (b) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or to the Bonds, the Loan Agreement, the Bond -2- I I ,. r Purchase Agreement or the Trust Indenture or questioning the organization, powers or authority of the city. (c) The execution, delivery and performance of the City's obligations under the Bonds, the Trust Indenture, the Bond Purchase Agreement and the Loan Agreement do not and will not violate any charter provision, or any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. r (d) It is desirable that the Bonds be issued by the city upon the terms set forth in the Trust Indenture, under the provisions of which the City's interests in the Loan Agreement (except for rights of the City to indemnity and repayment of expenses and advances) will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (e) The Loan Agreement provides for payments tly the Borrower to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement otlligates the Borrower to pay for or cause to be paid all costs of operation and maintenance of the project Facilities, including adequate insurance, taxes and special assessments. (f) Under the provisions of the Act, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds of the city other than amounts payable by the Borrower pursuant to the Loan Agreement and related security provided in connection therewith, and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the city (other than the City'S interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); the Bonds shall not constitute a charge, lien or encumbrance, legal or equitatlle, upon any property of the City (other than the City'S interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); and each Bond issued under the Trust Indenture shall recite that the Bond, (" -3- II Ii r ( ('" ... I ; 1 I I. including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the city. 4. ADDroval and Execution of Documents. The forlllS of Loan Agreement, Trust Indenture, and Bond Purchase Agreement, referred to in paragraph 2, are approved. The Loan Agreement, Bond Purchase Agreement and Trust Indenture are hereby authorized to be executed in the neme and on behalf of the city by the Mayor and the City Clerk, or other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. Copies of all documents shall be delivered and filed as provided therein. 5. Annroval. Execution and Deliverv of Bonds. The city is hereby authorized to proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $1,125,000, in the form and upon the terms set forth or to be set forth in the Trust Indenture, as such Trust Indenture is to be executed and delivered pursuant to the provisions of this Resolution, and which terms are accordingly incorporated in this Resolution and made a part hereof; provided, however, that the maturities of the Bonds, the interest rates thereon, and the rights of optional or mandatory redemption with respect thereto shall only be as set forth in the final form of Indenture to be approved, executed and delivered by the officers of the city authorized to do so by the provisions of this Resolution, and such approval of such terms shall be conclusively evidenced by such execution and delivery; and provided further, however, that, in no event, shall such maturities exceed 20 years or such rates of interest produce a net interest cost in excess of 8.00% per annum. The Mayor and city Clerk and other city officers are hereby authorized to execute the Bonds as prescribed in the Trust Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Trust Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Trust Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Official Statement. The City hereby consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not participated in the preparation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or -4- r warranties as to, the accuracy or completeness of such information. 7. $10 Million Election. The city hereby elects that the $10 million election with respect to the Bonds and certain prior issues and capital expenditures, as provided under section 144(a) of the Internal Revenue Code of 1986, as amended (or any applicable predecessor section), shall apply to the Bonds. 8. certificates. etc. The Mayor, City Clerk anel other officers of the city are hereby authorized to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, 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 appearing 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 therein. r 9. Authorization. The city Clerk and other officers of the City are hereby authorized to deliver a certified copy of this Bond Resolution to the County Auditor, together with .uch other information as such County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register to the extent required by the Act and Section 475.63, Minnesota Statutes. Adopted on: February 15, 1994. Attest: rJJ:}~ -~ I~JJ~fY) Cler MFI'OEDD5. WP5 ( -5- I I I ~