HomeMy WebLinkAboutResolution No. 2002-110 VOA Bond SaleRESOLUTION P 0.2002-110
A RESOLUTION AUTHOR] ING AND PROVIDIN
FOR THE ISSUANCE AND SALE C F HEALTH CARE FA(
REVENUE BONDS PURSUANT TO MINNESOTA STA -1
SECTIONS 469.152 TO 469.165, S ENDED, AT THE RE,
VOA CARE CE TE S, MINNESOTA,
AND APPROVING T E RMS OF REQUIRED
DOCUMENTS IN CO N CTION THEREWITH
BE IT RESOLVED by the City Council of the City of Edina,
follows:
1. Authority: Pursuant to Minnesota $ta
(the "Act"), the City is authorized to issue reuen
public or private sale as may be determined by
the proceeds of its revenue bonds or notes f
authorized projects, all as further provided in t
the Act. Such revenue bonds or notes may be s
by the City from a loan agreement with the leo
be deemed advantageous. Under the provisions
City shall be special, limited obligations of the
the City, within the meaning of any state constit
rise to a pecuniary liability of the City or a char
2. The Bonds and the Project. VOA C
corporation (the "Borrower") has proposed to u
by the Borrower of assisted living facilities Iloc
the construction of improvements thereto an
equipment therein, and (ii) to refund the buts
(Volunteers of America Care Facilities Projects
behalf of the Borrower, the proceeds of whi
incurred in the acquisition, construction and 6qu
of the City and in the City of Crystal, Minnes
expansion and improvements thereto (together,
City issue and sell its Health Care Facilities) Re
in such forms and subject to the terms and c�Ond
below (the "Bonds"), pursuant to the Act, an
finance the Project.
3. Public Hearin. Following not less the
a newspaper of general circulation in the City,
the date hereof with respect to the Project and t11
an opportunity to express their views with tesp(
Based on the information presented, the City hei
the Project and the issuance of the Bonds are in
of the Act.
City Hall
4801 WEST 50TH STREET
EDINA, MINNESOTA 55424-1394
:LITIES
JTES,
UEST OF
(the "City"), as
t tes, Sections 469.152 to
o
h
e
rro
g
n
c
o
69.165, as amended
u bonds or notes and sells
ch bonds or notes at
t is body to be most adv an
ageous; and to loan
the purpose of financin
permitted costs of
Act, or to refund bonds
notes issued under
ed by a pledge of the re
enues to be derived
er, and by such other se
rity devices as may
f the Act, any bonds or n
tes so issued by the
ity, and shall not constitu
an indebtedness of
u ional provision or statuto
limitation, nor give
against its general credit
taxing powers.
e Centers, Minnesota, a
innesota nonprofit
ertake a project consistin
of (i) the acquisition
a ed in the City of Coon R
pids, Minnesota and
d the acquisition and ins
Nation of items of
t nding Health Care Facil
ties Revenue Bonds
Series 1995, previously '
sued by the City on
were used to refinance
certain indebtedness
i ping of nursing home favi
ities of the Borrower
a and to provide funds fo
certain renovations,
e "Project"), and has fu
er proposed that the
enue Bonds, in one or mo
a series substantially
i ions as are set forth in th
Indenture referred to
loan the proceeds there
to the Borrower to
14 nor more than 30 da
' published notice in
.e City Council conducte
a public hearing on
issuance of the Bonds.
1 persons present had
t to the Project and the i
suance of the Bonds.
)y finds and determines t
at the undertaking of
e public interest and will
promote the purposes
(952) 927-8861
FAX (952) 826-0390
TDD (952) 826-0379
4. Joint Powers Agreement. Pursuant to
Agreement") to be entered into by the City,he
City of Crystal ("Crystal") pursuant to MinnIsot,
Minnesota Statutes, Section 47,1.656, subdivi ion
the issuance of the Bonds by the City to finance of
their jurisdictions.
5. Application to Dgpartment of Trade am
The Project is hereby approved by the City,
Commissioner of Trade and Economic Deveopr
the Act. The Mayor, the City Manager and o er
action as may be required to obtain the ap rovs
Trade and Economic Development of the Pr 'ecl
relating to the issuance of the revenue bonds, he
reimbursed by the Borrower.
6. Documents Presented. Forms of the foll
Project have been submitted to the City and ai e nc
a. Loan Agreement (the "Lo m i
between the City and the Borrower; and
b. Trust Indenture (the "den e'
City and U.S. Bank National Association, as t ste
c. Bond Purchase Agreement the
Dougherty & Company LLC (the "Underwrit r"),
d. Combination Mortgage, Se urit
and Assignment of Leases and Rents (the " ort€
Borrower to the Trustee; and
e. Guaranty Agreement (the `Gu;
2002, from Volunteers of America Care acili
"Guarantor") to the Trustee; and
f. Continuing Disclosure A greet
"Continuing Disclosure Agreement"), betwee the
g. Joint Powers Agreement; an
h. Preliminary Official Statem nt n
7. Approval and Execution of Docu�2en
Bond Purchase Agreement, Continuing Dis lose
Powers Agreement, referred to in paragraph 5,
Bond Purchase Agreement and Joint Powers Ag
behalf of the City by the officers identified in pang
with all such changes therein as may be ap roi
approval shall be conclusively evidenced by t e e
8. Official Statement. The City hereb co
the Preliminary Official Statement and the fi al (
Bonds; however, the City makes no repress
responsibility for the sufficiency, accuracy, c6mp
Statement or the final Official Statement. To sa
Securities Exchange Commission, as amend d, tl
of the City to deem the information relating to
Statement to be final as of its date.
2
Joint Powers Agreement (the "Joint Powers
ity of Coon Rapids ("Con
Rapids") and the
Statutes, Section 469.155
subdivision 9, and
;(4), Coon Rapids and Crystal
will consent to
-efinance the portions of t4e
Project located in
?conomic Development-,, roval of Project.
tbject only to the appy(val thereof by the
;nt of the State of Minne' ota, as required by
fficers of the City are aut orized to take such
of the Commissioner ol the Department of
as required by the Act. All costs of the City
ter or not successfully iss ied, shall be paid or
,ing documents relating the Bonds and the
on file in the offices oft e City:
reement") dated as of ecember 1, 2002,
dated as of December 1 2002, between the
(the "Trustee"); and
3ond Purchase Agreement"), by and between
to Borrower and the City' and
Agreement and Fixture Financing Statement
;e") dated as of Decemb r 1, 2002, from the
ranty Agreement") dated as of December 1,
ies, a Minnesota nonprofit corporation (the
Lent dated as of December 1, 2002, (the
Borrower and the Trusteei and
ited to the Bonds.
The forms of Loan A
Agreement, Guaranty,
approved. The Loan Ali
-meat shall be executed i
-aph 12, in substantially
1 by the officers execu
cution thereof.
ents to the distribut"on b'
:ficial Statement to p ten
I.ations with respe t t ,
.eness or contents of, the F
;fy the requirements of
City Manager is hereby 1
e City contained in the
-ment, Indenture,
)rtgage and Joint
-ment, Indenture,
the name and on
forms on file, but
the same, which
the Underwriter of
.1 purchasers of the
and assumes no
reliminary Official
.ile 15c2-12 of the
tthorized on behalf
reliminary Official
9. Approval, Executiop and Delivery f tj ie Bonds. The officers of he City are hereby
authorized and directed to execute and issue the 3onds, and the Bonds sha.1 be issued in such
series and shall be substantially in such forms, ma ure, bear interest, and be V ayable according to
such terms and shall otherwise contain such terms and provisions as a set forth in the
Indenture, which terms are for this purpose inc rporated in this resoluti and made a part
hereof; provided, however, that the aggregat principal amount of each seri.-s of the Bonds, the
interest rates thereon, the amount and dates f theprincipal payments requi ed to be made with
respect thereto, and the rights of optional and an atory redemption with re ect thereto shall all
be set forth in the Indenture as executed s 11 all be subject to the al approval of the
officers of the City who execute and deliver he ndenture in accordance w th the provisions of
this resolution, such approval to be conclusi ely evidenced by the executi n thereof; provided
further, however, that, in no event shall th agj regate principal amount f the Series 2002A
Bonds described in the Indenture exceed $ 0,0 0,000, shall the final m turity of the Series
2002A Bonds be in excess of 30 years from he to of issuance thereof, or hall the net interest
cost with respect thereto exceed 7.00% per u ; and provided further that in no event shall the
aggregate principal amount of the Series 00 B Bonds described in t e Indenture exceed
$350,000, shall the final maturity of the Se 'es 2)02B Bonds be in excess Of 30 years from the
date of issuance thereof, or shall the net i ere t cost with respect theret exceed 6.00% per
annum. The Bonds shall recite that they are }ssu d pursuant to the Act and such recital shall, to
the fullest extent permitted bylaw, conclusively establish the legality and va idity thereof.
The Bonds shall be sold to the Unde er in accordance with anupon the terms and
conditions set forth in the Bond Purchase A ree ent. The Mayor and City Manager are hereby
authorized to approve the purchase price of the 3onds, provided that the urchase price of the
Series 2002A Bonds (exclusive of accrued interest, if any) shall not be less 8% of the principal
amount thereof, less any portion of the principal amount which reprc sents original issue
discount, and the purchase price of the Series 200 2B Bonds (exclusive of aci rued interest, if any)
shall not be less than 85% of the principal amount thereof, less any po ion of the principal
amount which represents original issue discount.
10. Certificates, etc. The officers of the City are authorized to inds,
pare and furnish to
Dorsey & Whitney LLP, Minneapolis, Minnes ta, as Bond Counsel, anto the Underwriter,
certified copies of all proceedings and recon s o the City relating to the and such other
affidavits and certificates as may be requir d tc show the facts appearing from the books and
records in the officers' custody and control r as otherwise known to them; and all such certified
copies, certificates and affidavits, including any heretofore furnish d, shall constitute
representations of the City as to the truth of all st itements of fact contained herein.
11. Nature of City's Obligations. All lcov nants, stipulations, obligal 'ons, representations,
and agreements of the City contained in this esolution or contained in the aforementioned
documents shall be deemed to be the covenant , stipulations, obligations representations, and
agreements of the City to the full extent authorized or permitted by law, d all such covenants,
stipulations, obligations, representations, and a eements shall be binding pon the City. Except
as otherwise provided in this Resolution, all ri Is, powers, and privileges conferred, and duties
and liabilities imposed upon the City by Me provisions of this solution or of the
aforementioned documents shall be exercis�d or performed by such office or agents as may be
required or authorized by law to exercise s ch wers and to perform such duties. No covenant,
stipulation, obligation, representation, or I agr ement herein contained or contained in the
documents referred to above shall be deemed to be a covenant, sti' ulations, obligation,
representation, or agreement of any City Qoun it Member, officer, agen , or employee of the
City in that person's individual capacity, and n ither any member of the City Council nor any
officer or employee executing the Bonds or sucl
Bonds or be subject to any representation, prsoi
issuance thereof. No provision, representatio , cc
this Resolution or in any other document relat d tc
imposed upon the City or the breach thereof, sha
obligation, or indebtedness or pecuniary liability o
or taxing powers. In making the agreements, prov
in the Bonds or in any other document relate to t
remit any funds or revenues, except for rev nue
pledged to the payment of the Bonds/
12. Authorized Officers. The Bonds d tl
to be executed on behalf of the City by its M yor
the event that either of those officers shall be anal
the Bonds or any other document to be entered
other officer of the City, acting alone or with one
authorized to do so on behalf of the City.
ATTEST: & " ,
City Clerk
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE
I, the undersigned duly appointed and
certify that the attached and foregoing
Council at its Regular Meeting of Dece
said Regular Meeting.
WITNESS my hand and seal of said City
G
documents shall be liable personally on the
al liability or accountabil' y by reason of the
venant or agreement conti ined in the Bonds,
the Bonds, and no oblig n therein or herein
I constitute or give rise to a general or moral
the City or any charge upi 3n its general credit
sions, covenants and representations set forth
ie Bonds, the City has not obligated to pay or
derived from the Loan Ak2reement that are
documents referred to h rein are authorized
id City Manager; provid d, however, that in
lable or for any reason unable to execute
o by the City in conne ion therewith, any
- more other officers, is ereby directed and
ity Clerk for the City o:
.on was duly adopted 1
2002, and as recorded
day of
Edina do hereby
y the Edina City
In the Minutes of
,20
City Clerk