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
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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
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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,
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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
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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.
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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
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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
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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.
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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
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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
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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
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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
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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.