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HomeMy WebLinkAboutCity Council Resolution 1994-461Resolution No. 94-461 CBRTIFICATION OF MINUTES Municipality: The City of Plysouth, Minnesota Governing Body: City Council Meeting: A meeting of the City Council of The City of Plymouth was held on the lot day o! August, 1994, at 7:00 p.m. at the Plymouth City Hall, 3900 Plymouth Boulevard, Plymouth, Minnesota. Members present: Morrison, Lymangood, Helliwell, Granath, Edson, Tierney Members absent: Anderson Documents: Resolution No. A-461 - Authorising the issuance of its City of Plymouth, Minneset- Health Care Facility Revenue Bonds (Mission Farms Nursing Home Project) Series 1994 and authorising the execution of an Indenture of Trust, Loan Agreement and related documents. Certification: I. Laurie Ahrens, the City Clerk of the City of Plymouth, Minnesota, do hereby certify the following: Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City of Plyawuth, Minnesota, which resolution was adopted by the Plymouth City Council, at the meeting referred to above. Said meeting was a regular meeting of the Plymouth City Council, was open to the public, and was held at the time at which meetings of the City Council are regularly held. Member Helliwell moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member Granath A vote beim taken on the motion, the following voted in favor of the resolution: Morrison, Lymangood, Helliwell, Granath, Edson, Tierney. and the following voted against the resolution: None Whereupon said resolution was declared duly passed and adopted. Tae attached resolution is in full force and effect and no action has been taken by the City Council of the City of Plymouth, Minnesota which would in any way alter or amend the attached resolution. Pasolution No. 94-461 witness spy hand offici lly as the City Clerk of the City of Plymouth, Minneacta this 4th day of Auguat, 1994. Its City clerk 0 RESOLUTTIOM NO. !14-461 A RSSOLUTPION OF THZ CITY OF PLYMOUT1HO MIIOMSOTA AUT"MIEING TIM ISSORNQ OF ITS HEALTH CURS FACILITY RSVE= BONDS (MISSIOD: FARMS NU RSIM MOM: PROJECT), SERIES 1994 IN TIM AGGREGATE PRINCIPAL AMOUNT NOT TO SXCSED $50600,000; PRSSCRISING THS Few OF AND AUTTMORISING THS ZX2CVrIOII OF AN INDSNTME OF TROST, A IAAN AGRSSIMIT AND CERTAIN RELATED DOCUMENTS; AUTTHORIZING THS SxSCVTIOM AND SALE OF THS BONDS AND DIRSCIIN., DELIVERY TIMREOF; APPROVING A FINAL 10TH OF OFFICIAL STATEMENT; AND PROVIDING FOR THS SKMITY, RIGHTS, AND RSMSDISS OF THS ONW RS OF SAID RSVSNUX BONDS. NIQRSAS, the City of Plymouth, �..Lanesota (the •issuer`) is a hcma rule charter city duly organized and wcistinq under the Constitution and laws of the State of Minnesota; and WAMEAB, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.1 51 through 469.165 (the •Acts), the Issuer is authorised to carry out the public purposes described therein and contemplated thereby in the financing of capital projects consisting of properties used and useful in connection with a rave- us -producing enterprise, whether or not operated for prof It, engaged in providing health care services, including hospitals, nursing hales and related medical facilities, by issuing revenue bonds to defray, in whole or in part, the development costs of such facilities, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHRREAB, the Issuer desires .o expand the health care services available to residents of the City of Plymouth (the •City•) and surrounding areas and expand empl-yment opportunities within the City; and WHEREAS, the Issuer is authorised by the Act to enter into a revenue agreement with any person in such manner that payments required thereby to be made by the contracting party @hal 1 be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be 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 person@ 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 revenue agreement; and 0 e WHBRBAS, the Issuer received on behalf of Mission Farm Nursing Home, Inc., a Minnesota nonprofit corporation (the "Company"), a proposal that the Issuer finance a project for purposes consistent with the Act, consisting of the construction and equipping of an approximately 60,000 square foot replacement nursing home of 104 licensed beds on approximately 2.5 acres of land near the northwestern shore of Medicine Lake at 3401 Bast Medicine Lake Boulevard in the City (the "Project"); and WHBFBAS, following the publication of notice of a public hearing in a newspaper of general circulation in the City at least 14 days, but not more than 30 days, before the hearing, the Issuer adopted a resolution upon the completion of the public hearing on May 16, 1994 (the "Preliminary Resolution") whereby the Issuer determined that, on the basis of information provided to it by the Company and others, the effect of the Project, if undertaken, would be to encourage the development of health care facilities, including nursing homes, in the City and increase current employ..ient opportunities for residents of the City and surrounding areas, all to the benefit of the residents and taxpayers of the City; and WHEREAS, by the Preliminary Resolution, the Issuer preliminarily approved the proposal on behalf of the Company that the City undertake to provide financing for the Project and gave preliminary approval of the Project, subject to final ap.roval by the City; and WHEREAS. the Issuer is required to receive approval from the Minnesota Department of Trade and Economic Development, the Commissioner of Hilmar. Services and the Commissioner of Health of its Application for Approval of Industrial Development Bond Project, including attachments thereto, which approval has been applied for and will be received prior to the issuance of the Bonds; and WHEREAS, pursuant to the Act aid the Indenture of Trust (the "Indenture") dated as of August 1, 1934 between the Issuer and Norwest Bank Minnesota, National Association, as trustee (the, "Trustee*), the Issuer proposes to authorise, issue and sell its Health Care Facility Revenue Bonds (Mission Farms Nursing rtome Project', Series 1994 (the "Bonds") in an aggregate principal amount not to exceed $5,600,OOo, payable solely from the amounts pledged therefor under the Indenture; and WHEREAS, pursuant to a Loan Agreement ("Loan Agreement"), dated as of J�uguat 1. 1994, between the Issuer and the Company, -a- • the Issuer proposes to loan the proceeds of the Bonds to the Company, which the Company will agree to repay ': installments in amounts and at time sufficient to pay the principal of, premium, if any, and interest on the Bonds wi.an due, and which proceeds the Company will agree to use to pay a portion of the costs of the Project; and WHEREAS, concurrently with, as a condition to, and as further security for, the issuance of the Bonds the Company will enter into a Mortgage Agreement, dated as of August 1, 1994, (the "Mortgage") in favor of the City; and as further security for completion of the Project, an affiliate of the Company, Missions, Inc. Programs (the "Affiliate") will enter into a Completion Guaranty, dated as of August 1, 1994, (the "Completion Guaranty") in favor of the Trustee, as assignee of the City's interest in the Loan Repayments under the Loan Agreement; and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of the Issuer or the State of Minnesota or any political subdivision thereof (other than the Issuer and then cnly to the extent of the trust estate pledged in the Indent:ire), and in any event shall not give rise to a charge against the credit or taxing power of the Issuer, Hennepin County (the "County"), the State of Minnesota, or any political subdivision thereo-; NON, THEREFORE, BE IT RESOLVED BY THB CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA AS FOLLOWS: Section 1. The Issuer acknowledges-, finds, determines, and declares that the welfare of the State of Minnesota requires the provision of necessary health care facilities, including nursing homes, so that adequate health care services are available to residents of the state at reasonab'.e cost. The Issuer further finds that accomplishing this is a public purpose, and that conventional, commercial financing to E the cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of cunatructing and operating the Project would be reduced, but that with the aid of municipal borrowing, and its resulting lover borrowing cost, the Project is economically more feasible. -3- e e Section 2. The Issuer further finds, determines, and declares that the purpose of the Bonds is to provide financing for the Project, the proceeds of which will be loaned to the Company to finance the construction and equipping of a Project meeting the general purposes contemplated and described in Section 469.152 of the Act. Section_4. The Issuer further finds that the Bonds are payable solely from the trust estate including the Issuer's interest in the Loan Agreement and that the Bonds will be secured by a mortgage lien on and security interest in the Project and an assignment of all rents, revenues and profits of the Project. Section 4. The Issuer further finds, determines, and declares that it is in the best interests of the Issuer to (1) provide for the issuance of the Bonds, the disbursement of the proceeds and the security therefor pursuant to the terms of the Indenture; and (2) loan the proceeds of the Bonds to the Company in accordance with the provisions of the Loan Agreement. Section S. The issuance of the Bonds for the purpose of financing the Project is hereby authorised. The Bonds shall be issued in a principal amount not to exceed $5,600,000, shall bear interest at a rate not in excess of seven and three quarters percent (7.751) per annum and shall mature serially or be subject to redemption no later than 30 years from the date of issue, subject to the final terms of the Bonds as set forth in the Indenture, the substantially final form of which is on file with the Issuer. The Bonds shall be in such denomination and form, be numbered and dated, shall mature and be subject to redemption prior to maturity, and shall have such other details and provisions as are prescribed by the Indenture. Section 6. The Bonds shall be special limited obligations of the Issuer payable so*,.'.y from and secured by a pledge of the trust estate under the Indenture, including the Issuer's interest in the Loan Agreement, Mortgage and Completion Guaranty, in the manner provided 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 snd credit or any taxing power of the Issuer, the County, the State of Minnesota, or any political subdivision thereof. Thi Issuer hereby authorises and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute under the corporate seal of the -4- e Issuer, the Indenture, and to deliver to said Trustee the Indenture, and hereby authorises and directs the execution and delivery of the Bonds in accordance with the indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the Issuer and the Trustee as not forth therein. All of the provisions of the Indenture, when executed as authorised herein, shall he 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 skull be substantially in the form on file with the Issuer 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, in her discretion, shall determine; provided chat the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 7. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and the Mayor is hereby authorised and directed to accept, execute and deliver the Bond Purchase Agreement (the "Bond Purchase Agreement") among the Issuer, the Company and Dougherty, Dawkins, Strand i Bigelow Incorporated (the "Underwriter"). All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorised 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 Issuer on the date hereof, and is hereby approved with such necessary and appropriate variations, omissions, and insertions is are not materially inconsistent with such form as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Saction a. The Mayor and the City Manager are hereby authorised and directed to execute and Celiver the Loan Agreement with the Company, and when executed and delivered as authorised 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 -5- e Loan Agreement shall be substantially in the form on file with the Issuer on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in her discretion, shall determine] provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. section 9. The Mayor is hereby authorised and directed to accept the Completion Guaranty. The Completion Guaranty shall be substantially in the form on file with the Issuer 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, in her discretion, shall determines provided that the acceptance thereof by the Mayor shall be conclusive evidence of such determination. section Ia. The Mortgage to be executed by the Company in favor of the Issuer, in substantially the form on fila with the City, is hereby approved, and the Issuer is hereby authorised to receive the Mortgage in accordance with its terms. Section il. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this resolution or of the Indenture or other documents referred to above shall be exercised or performed by the Issuer, or by such 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 Indenture or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of stay officer, agent, or employee of the Issuer in t.iat person's individual capacity, and neither the members of the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personallv on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. -6- No provision, covenant or agreement contained in the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Completion Guaranty, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general obligation of the Issuer or any charge upon its general credit or taxing powers. In the making the agreements, provisions, covenants and representations set forth in the indenture, the Loan Agreement, the Bond Purchase Agreement, the Completion Guaranty, the Bonds or in any other document relating to the bonds, the Issuer has not obligated itself to pay or remit any funds or revenues other than the trust estate described in the Indenture. section U. Rxcept as herein otherwise expressly provided, nothing in this resolution or in the Indenture, exprassed or implied, is intended or shall be construed to confer upon any person, other than the Issuer, the owners of the Bonds, and the Trustee, as fiduciary for owners of the Bonds, 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 Issuer, the owners of the Bonds, and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. Section U. 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 not forth in the Indenture, the pledge of revenues derived from the Loan Agreement referred to 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 said revenues, collateral, and other moneys are all commitments, obligations, and agreements on the part of the Issuer contained in the. Indenture, and the invalidity of the Ir lenture shall not affect the commitments, obligations, and agreements on.the part of the Issuer to create such funds and to apply said revenues, other moneys, and proceeds of the Bonds -7- for the purposes, in the manner, and acr:ording to the terms and conditions fixed in the Indenture, it baing the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Indenture. $action U. All acts, conditions, and things required b the law of the State of Minnesota, relating to the adoptionof this resolution, to the issuance of the Bonds, and to the execution of the Indenture and the othir 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 Bonds, and precedent to the exet:ution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 15. The members of the city Council of the Issuer, officers of the Issuer, and t•-.torneys and other agents or employees of the Issuer are hereb-.1 authorised to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agree-nnts contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 16. A draft of a Preliminary Official Statement related to the Bonds is on file with the Issuer as of the date hereof. The Issuer hereby consents to the distribution of the Preliminary Official Statement by the Underwriter to potential purchasers of the Bonds in substa-:ially the form on file with the Issuer as of the date hereof, and the distribution by the Underwriter of an Official Statement in substantially the form of the Preliminary Official Statement to purchasers of the Bonds; provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this City Council on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Preliminary Official Statement and the Official Statement are the sole materials authorised by the Issuer for use in connection with the offer and sale of the Bonds, except that copies of the documents referenced above may be provided upon request. Section 17. The Mayor and the City Manager are authorised and directed to execute and deliver any and all certificates, agreements or other documents which ire required by the Indenture, the Loan Agreement, the Bond Purchase Agreement, the -8- Completion Guaranty, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indentures or the other documents referred to in this resolution, or to evidence compliance with Section 149 of the Internal Revenue Code of 1996, as amended; and to take such other administrative action as is permitted br required by the Indenture, thr Loan Agreement, the Bond Purchase Agreement, and the Completion Gnrranty. All such agreements or representations when made sbn.l be deemed to be agreements or representrtions, as the case may be, of the Issuer. Section 19. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, the Deputy Mayor or an} other member of the City Council of the Issuer may execute and deliver such documents with the same fcree and effect as if such documents were executed by the Mayor. If for any reason the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and ..:livered by any member of the City Council it the Assistant City Manager with the same force and effect as if wuch documents were executed and delivered by the City Manager. Section 19. This resolution shall be :.n full force and effect from and after its passage. 1994. ADOPTED AhM APPROVED thi • 1s1day of kwl bad ��rlN/�\1•p1_I.er THE CITY OF PLYMOUTHe MINNESOTA -/s/ Joycelyn H. Tierney Mayor to\�1N\Nq�l\tWl -9- CITY OF PLYMOUTH RESOLUTION M -461 SETTING CONDITIONS TO BE WW PRIOR TO FMING OF THE RELATED FINAL PLAT FOR HOLIDAY COMPANIES FOR PROPERTY LOCATED AT THE NORTHEAST CORNER OF SOUTH SHORE DRIVE AND HIGHWAY SS (93100) WHEREAS, the City Council has approved the Final Plat and Development Contract for Holiday Companies for property locoed at the northeast corner of South Shoe Drive and Highway SS; NOW, 'IHERMIORB, BE IT HER>ElBY RESOLVED BY THE CITY COUNCIL OF THE QTY OF PLYMOUTH, MQMINBSOT'A, that it d=M and hereby does approve the fdkmbg to be met, prior to r000sdbrg of, and related to aid plat: 1. Compliance with the City Engineer's Me monndum. 2. Paymemt of park dedication fees -in -Hou of dedication in accordance with the Dedication Policy is effect at the time of building permit issuance. 3. No buildimg permits shall be lamed until a contract has been awarded for the conttnction of municipal sewer and water. 4. Compliance with Policy Reaolutiom 79-80 regarding minimum floor elcvadons for am structures in subdivW= adjacent to, or comaining any open scam water dmimp facility. S. A Subdivide Code Variance h granted for a lot with an avenge depth of 12S feet bated an the finding that the request meet: the Variance Criteria art forth in the Subdivision Code. 6. Submittal of required utility and drainage easements u approved by the City Beginner prior to"the Final Plat. 7. Submittal of the deed for Outlot A prior to itunnce of a Certificate of Oocupamcy. B. No Certificate of Occupancy will be issued until the Final Plat h recorded with Hennepin County. Permits for the installation of underground tanks may be issued prior to filing the Final Plat. 9. Private driveway access shall be Whited to internal public roads and prohibited from Highway SS and South Sbor Drive. 10. The Development Contract, u approved by the City Council, shall be fully executed prior to release of the Final Plat. Adopted by the City Council on August 13, 1994.