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HomeMy WebLinkAbout84-121 - ADMIN Resolution - City Council - 1984/08/06CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA Resolution No. 84- 121 A RESOLUTION OF THE CITY OF ST. LOUIS PARK, HENNE- PIN COUNTY, MINNESOTA, AUTHORIZING THE ISSUANCE OF $9,500,000 AGGREGATE PRINCIPAL AMOUNT CITY OF ST. LOUIS PARK, MINNESOTA, FLOATING RATE MONTHLY DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS (UNICARE HOMES, INC., PROJECT) SERIES 1984, DATED AS OF THE DATE OF DELIVERY THEREOF, WHICH BONDS AND THE IN- TEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED PURSUANT TO THE LOAN AGREEMENT, THE LETTER OF CREDIT, OR OTHER DISPOSITION OF THE PROJECT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING THE AUTHENTICATION AND DELIVERY THEREOF; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, BY AND BETWEEN THE CITY OF ST. LOUIS PARK, MINNESOTA, AND UNICARE HOMES, INC., A DELAWARE CORPORATION, AS BORROWER; AUTHORIZING THE CONFIRMATION AND ACCEPTANCE OF THE BOND PURCHASE AGREEMENT; AUTHORIZING AND APPROVING THE FORM OF THE OFFICIAL STATEMENT; AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, the Municipal Industrial Development Act, Min- nesota Statutes, Chapter 474, as amended (the "Act"), de- clares that the welfare of the State of Minnesota (the "State") requires active promotion, attraction, encourage- ment and development of economically sound industry and commerce through governmental action to prevent, so far as possible, emergence of blighted lands and areas of chronic unemployment, and it is the policy of the State to facili- tate and encourage action by local government units to pre- vent the economic deterioration of such areas to the point where the process can be reversed only by total redevelop- ment through the use of local, state and federal funds de- rived from taxation with the attendant necessity of relo- cating displaced persons and of duplicating public services in other areas; and WHEREAS, the Act further finds and declares that such governmental action is required by technological change that has caused a shift to a significant degree in the area of opportunity for educated youth to processing, transporting, marketing, service and other industries, and unless existing and related industries are retained and new industries are developed to use the available resources in each community, a large part of the existing investment of the community and of the State as a whole in educational and public service facilities will be lost, and the movement of talented, edu- cated personnel of mature age to areas where their services may be effectively used and compensated and the lessening attraction of persons and businesses from other areas for the purposes of industry, commerce and tourism will deprive the community and the State of the economic and human re- sources needed as a base for providing governmental services and facilities for the remaining population; and WHEREAS, the Act further finds and declares that such governmental action is required by the increase in the amount and cost of governmental services and the need for more intensive development and use of land to provide an adequate tax base to finance these costs; and WHEREAS, Section 474.02, Subdivision lc, and Section 474.01, Subdivision 9, of the Act further authorize the financing of properties, including nursing homes, whether or not already in existence, used in providing health care services, to the end that adequate health care services be available at reasonable cost; and WHEREAS, the City of St. Louis Park, Hennepin County, Minnesota (the "Issuer"), is authorized by the Act to enter into a revenue agreement with any person, firm or public or private corporation or federal or state governmental sub- division or agency in such manner that payments required thereby to be made by the contracting party shall be fixed and revised from time to time as necessary so as to produce income and revenues sufficient to provide for the prompt payment of the principal of, premium, if any, 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 a project, including, but without limitation, adequate insurance thereon and insurance against all liabil- - 2 - ity for injury to persons or property arising from the oper- ation 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 WHEREAS, the Act further authorizes the Issuer to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, installation, completion, recon- struction, improvement, betterment or extension of any such project; and WHEREAS, Unicare Homes, Inc., a Delaware corporation (the "Borrower"), proposes to acquire and improve two nursing homes (the "Project") in the City of St. Louis Park, to be owned by the Borrower, and the Issuer desires to finance said Project upon the terms and conditions as re- quired by the Act and as in the Agreement (as hereinafter defined) set forth; and WHEREAS, the Issuer proposes to undertake said facili- ties as a project authorized under the Act and to finance the cost thereof by the issuance of revenue bonds of the Issuer under the Indenture (as hereinafter defined); and WHEREAS, the Issuer proposes to enter into an Indenture of Trust, dated as of,August 1, 1984 (the "Indenture"), with The Bank of New York, in New York, New York (the "Trustee"), to provide, among other things, for the issuance by the City of St. Louis Park, Minnesota, of its Floating Rate Monthly Demand Industrial Development Revenue Bonds (Unicare Homes, Inc., Project) Series 1984, dated as of the date of delivery thereof, in the aggregate principal amount of $9,500,000 (the "Bonds"), and the Issuer and the Borrower have proposed to enter into a Loan Agreement, dated as of August 1, 1984 (the "Agreement"), so as to, among other things, loan the proceeds of the Bonds to the Borrower to be used to acquire, construct and install the Project, and the Borrower and the Trustee have proposed to enter into a Mortgage, Security Agreement and Fixture Financing Statement, dated as of August 1, 1984 (the "Mortgage"), so as to secure the perfor- mance of the Borrower's obligations under the Agreement, and the Guarantor (as defined in the Indenture) has proposed to execute and deliver to the Trustee a Guaranty Agreement, dated as of August 1, 1984 (the "Guaranty"), pursuant to which the Guarantor shall guarantee the full and prompt payment of the principal of, interest and premium, if any, on the Bonds, and the Borrower proposes to obtain an Irrevocable Letter of Credit from Banque Paribas, Chicago Branch, to secure the Bonds; and copies of the proposed Agreement, Indenture, Mortgage and Guaranty have been placed on file in the office of the City Manager; and WHEREAS, the Bonds issued under the Indenture will be secured by a pledge and assignment of the loan repayments to be paid to the Issuer by the Borrower as required by the Agreement (the "Loan Repayments") and other revenues derived by the Issuer from the Mortgaged Property and the Issuer's rights (except certain rights as to indemnification and reimbursement of expenses) under the Agreement and the Mort- gaged Property under the Mortgage (the "Mortgaged Prop- erty"), and the Bonds shall be further secured by an Irre- vocable Letter of Credit issued by Banque Paribas, Chicago Branch, and the principal of, premium, if any, and interest on the Bonds shall be payable solely from the revenues pledged therefor, and the Bonds shall not constitute a debt of the Issuer within the meaning of its Home Rule Charter or within the meaning of any constitutional or statutory limi- tation nor shall constitute or give rise to a pecuniary liability _of the Issuer or a charge against the Issuer's general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer other than its interest in said Proj- ect; and WHEREAS, the Issuer proposes to loan the proceeds of the Bonds to the Borrower to acquire, construct and install the Project, and the Borrower desires to borrow the proceeds from the Issuer to finance the Project upon the terms and conditions as required by the Act and as set forth in the Agreement; and WHEREAS, under the Agreement, the Borrower is to pay to the Issuer sufficient moneys each year to pay the principal of, premium, if any, and interest on the Bonds issued to finance the Project, and the Borrower is to provide the cost of maintaining said Project in good repair, the cost of keeping the Project properly insured and any payments re- quired for taxes; and WHEREAS, Miller Securities Incorporated, Minneapolis, Minnesota,'and A. G. Becker Paribas, New York, New York (the "Original Purchaser"), has proposed to purchase the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, THAT: Section 1. The loan to the Borrower under the Agreement I— - to finance the acquisition, construction and installation of the Project is hereby authorized and approved. Section 2. For the purpose of financing the cost of the acquisition, construction and installation of the Project, there is hereby authorized the issuance of $9,500,000 aggre- - 4 - gate principal amount City of St. Louis Park, Minnesota, Floating Rate Monthly Demand Industrial Development Revenue Bonds (Unicare Homes, Inc., Project) Series 1984, dated as of the date of issuance thereof (the "Bonds"). The Bonds shall be issued in fully registered form, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall bear interest, 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 Inden- ture. Section 3. The Bonds shall be special obligations of the Issuer, payable solely from the revenues received by the Issuer from the Agreement, in the manner provided in the Indenture. As security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata and without preference of any one Bond over any other Bond, the City Council of the Issuer hereby authorizes and directs the Mayor and/or the City Manager to execute and the City Clerk to attest under the corporate seal of the Issuer the Inden- ture and to deliver to the Trustee the Indenture and does hereby authorize and direct the execution of the Bonds by the facsimile signatures of the Mayor and/or the City Man- ager and does hereby provide that the Indenture shall pro- vide the terms and conditions, covenants, rights, obliga- tions, duties and agreements of the holders of the Bonds, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, 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 effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file in the office of the City Manager with such neces- sary and appropriate variations, omissions and insertions as permitted or required or as the City Manager, in his discre- tion, shall determine, and the execution thereof by the City Manager shall be conclusive evidence of such determination. Section 4. The Mayor and/or the City Manager and/or the City Clerk are hereby authorized and directed to execute, attest and deliver the Agreement by and between the Issuer and the Borrower. All of the provisions of the 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 effect from the date of execution and de- livery thereof. The Agreement shall be substantially in the form on file in the office of the City Manager with such necessary and appropriate variations, omissions and inser- tions as permitted or required or as the City Manager, in - 5 - his discretion, shall determine, and the execution thereof by the City Manager shall be conclusive evidence of such determination. Section 5. The offices of the City are hereby autho- rized and directed to accept and confirm the Bond Purchase Agreement, respecting the Bonds (the "Bond Purchase Agree- ment"), from the Original Purchaser, and accepted by the Issuer, the Borrower and the Guarantor. All of the provi- sions of the Bond Purchase Agreement, when accepted and confirmed 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. Section 6. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and contained in the Indenture, the Agreement and the Bond Pur- chase Agreement shall be deemed to be the covenants, stipu- lations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations 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 or the City Council thereof by the provisions of this resolution or the Indenture, the Agreement or the Bond Purchase Agreement shall be exercised or performed by the Issuer or by such members of the City Council or by such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Agreement or the Bond Purchase Agreement shall be deemed to be a cove- nant, stipulation, obligation or agreement of any member of the City Council or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer 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. Section 7. Except as herein otherwise expressly pro- vided, nothing in this resolution or in the Indenture, ex- press or implied, is intended or shall be construed to con- fer upon any person or firm or corporation other than the Issuer, the holders of the Bonds issued under the provisions of this resolution and the Indenture and the Trustee 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 and the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. Section 8. In case any one or more of the provisions of this resolution, the Indenture, the Agreement, the Bond Purchase Agreement or any 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 provi- sion of this resolution, the Indenture, the Agreement, the Bond Purchase Agreement or the Bonds, but this resolution, the Indenture, the Agreement, the Bond Purchase Agreement and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Inden- ture, the Agreement and the Bond Purchase Agreement, the pledge of revenues and other sums payable under the Agree- ment, the creation of the funds provided for in the Inden- ture, the provisions relating to the handling of the pro- ceeds derived from the sale of the Bonds pursuant to and under the Indenture and the handling of said revenues and other moneys are all commitments, obligations and agreements on the part of the Issuer contained in the Indenture, and the invalidity of the Indenture, the Agreement and the Bond Purchase Agreement shall not affect the commitments, obliga- tions and agreements on the part of the Issuer to create such funds and to handle said revenues, other moneys and proceeds of the Bonds for the purposes, in the manner and according to the terms and conditions fixed in the Inden- ture, it being 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, the Agreement and the Bond Purchase Agreement. Section 9. The Bonds shall contain a recital that the Bonds are issued pursuant to the Act to finance a "project" within the meaning of Section 474.02, Subdivision lc thereof, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and all acts, conditions and things required by the Home Rule Charter of the Issuer, the Constitution and the laws of the State relating to the adoption of this reso- lution, to the issuance of the Bonds and to the execution of the Indenture, the Agreement and the Bond Purchase Agreement to happen, to exist and to be performed precedent to and in the enactment of this resolution and precedent to the issu- ance of the Bonds and precedent to the execution of the Indenture, the Agreement and the Bond Purchase Agreement have happened, do exist and have been performed as so re- quired by law. - 7 - Section 10. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Indenture, the Agreement and the Bond Purchase Agreement for the full, punctual and complete performance of all the terms, cove- nants and agreements contained in the Bonds, the Indenture, the Agreement the Bond Purchase Agreement and this resolu- tion. Section 11. The Issuer hereby approves the form of the Official Statement prepared for the Bonds and hereby rati- fies and confirms its use and distribution by the Original Purchaser in connection with the sale of the Bonds and con- sents to the distribution of the final Official Statement to prospective purchasers of the Bonds; however, the Issuer assumes no responsibility for the contents of said Official Statement. Section 12. The Trustee is hereby designated as the paying, authenticating and transfer agent and registrar for the Bonds. Section 13. The City Manager of the Issuer is hereby designated and authorized to act on behalf of the Issuer as the issuer representative under the Agreement. The City Clerk of the Issuer is hereby designated and authorized to act on behalf of the Issuer as an alternate issuer represen- tative. Section 14. This resolution shall be in full force and effect from and after its passage. Council Member Martin moved the adoption of the foregoing resolution, the reading of which was dis- pensed with by unanimous consent, which motion was seconded by Council Member Mitchell , and upon vote being taken thereon, the "Ayes," "Abstains" and "Nays" were as follows: AYES Backes Martin Duffy Mitchell The motion was adopted. ABSTAINS NAYS thereupon - 8 - Meland declared duly carried and • +� Adopted by the City Council Augu 6, 1984. A tes City Clerk MayWr Reviewed for a ministration: Approved as to form and legality: (Ila• Gam`' amu_. City Manager Cit Attorney Council Member Martin moved the adoption of the foregoing resolution, the reading of which was dis- pensed with by unanimous consent, which motion was seconded by Council Member Mitchell , and upon vote being taken thereon, the "Ayes," "Abstains" and "Nays" were as follows: AYES ABSTAINS NAYS Backes Meland Duffy Martin Mitchell The motion was thereupon declared duly carried and adopted. 0 CITY OF ST. LOUIS PARK ) COUNTY OF HENNEPIN ) I, the undersigned, being City Clerk of the City of St. certify as follows: CITY CLERK'S CERTIFICATE the duly qualified and acting Louis Park, Minnesota, hereby The foregoing resolution, regarding the issuance and sale of the City's $9,500,000 Floating Rate Monthly Demand Industrial Development Revenue Bonds (Unicare Homes, Inc., Project) Series 1984 dated as of the date of delivery thereof, was duly adopted by the St. Louis Park City Council at a meeting thereof duly called and regularly held on August 6, 1984. I further certify that the foregoing is a true and cor- rect copy of such resolution as on file in my office. IN WITNESS WHE EOF, I have hereunto set my hand and official seal on , 1984. (SEAL) City Cle k St. Louis Park, Minnesota STATE OF MINNESOTA ) DIRECTOR OF PROPERTY TAXATION'S CERTIFICATE OF BOND COUNTY OF HENNEPIN ) REGISTRATION I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the City Council of the City of St. Louis Park, Minnesota on August 6, 1984, authorizing the issuance and sale of the City's Floating Rate Monthly Demand Industrial Development Revenue Bonds (Unicare Homes, Inc., Project) Series 1984, dated as of the date'of delivery thereof, in the aggregate principal amount of $9,500,000, has been filed in my office and that said Bonds have been entered on the register of obligations in my office. WITNESS My hand and official seal this day of , 1984. Director of Property Taxation Hennepin County, Minnesota By (SEAL) Deputy EXTRACT FROM THE MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA HELD ON: AUGUST 6, 1984 The City Council of the City of St. Louis Park, Minne- sota, met at a regular meeting at St. Louis Park, Minnesota, at approximately 7:30 o'clock p.m., C.T., on August 6, 1984. The meeting was called to order, and upon roll call, those members presenc and absent were as follows: PRESENT Ronald Backes Thomas Duffy Jerry Martin Keith Meland Larry Mitchell ABSENT Lyle Hanks Richard Strohl