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01-66 - 11-07 - Authorize Sale Revenue Note, Courage Center Project Resolution 01-66 November 7, 2001 Member Johnson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF A REVENUE NOTE (COURAGE CENTER PROJECT), SERIES 2001, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $5,200,000 AND AUTHORIZING CERTAIN OTHER ACTIONS WITH RESPECT TO SUCH NOTE BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the "City"), as follows: 1. The City has received a proposal from Courage Center, a Minnesota nonprofit corporation (the "Borrower"), that the City undertake to finance the Project described herein pursuant to Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), through issuance by the City of its Revenue Note (Courage Center Project), Series 2001, in a principal amount of $5,200,000 (the "Note"). 2. It is proposed that, pursuant to a Loan Agreement dated as of November 1, 2001, between the City and the Borrower (the "Loan Agreement'), the City lend the proceeds of the Note to the Borrower to finance a portion of the costs related to the remodeling and refurbishment of The Courage Residence, a 64-bed skilled nursing facility located at 3915 Golden Valley Road in the City (the "Project'). The loan repayments to be made by the Borrower under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Note when due. It is further proposed that the City assign its rights to the loan repayments and certain other rights under the Loan Agreement to Wells Fargo Brokerage Services, LLC (the "Lender") as security for payment of the Note under an Assignment of Loan Agreement, dated as of November 1, 2001, among the City, the Lender and the Borrower. Payment of the Note is additionally secured by a Security Agreement, dated as of November 1, 2001 (the "Security Agreement'), from the Borrower to the Lender. 3. Forms of the Loan Agreement, the Assignment of Loan Agreement and the Security Agreement have been prepared and submitted to the City for approval and are on file with the Director of Finance. 4. It is hereby found, determined and declared that: (a) as required by the Act and by Section 147(f) of the Internal Revenue Code, the City Council conducted a public hearing on November 7, 2001, on the Project and the issuance of the Note for the financing thereof, and the Project and the issuance of the Note for the financing thereof are hereby approved for all purposes under the Act and Section 147(f) of the Internal Revenue Code. (b) it is desirable that the Note be issued by the City upon the terms set forth in the form of Note on file with the City on the date hereof; Resolution 01-66 - Continued November 7, 2001 (c) the Loan Agreement provides that the Borrower is required to pay loan repayments which are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Note when due, and 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 persons or property arising from the operation thereof; and (d) under the provisions of the Act, and as provided in the Loan Agreement, the Note is not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of the Note shall ever have the right to compel any exercise by the City of its taxing powers to pay any principal of the Note or interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Lender under the Assignment of Loan Agreement; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Lender under the Assignment of Loan Agreement; the Note shall recite that the Note is issued without obligation on the part of the state or its political subdivisions, and that the Note, including interest thereon, is payable solely from the revenues pledged to the payment thereof; and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 5. As required by the Act, the Mayor and City Manager are authorized and directed to submit an application to the Minnesota Department of Trade and Economic Development for approval of the Project. Subject to the final approval of Kennedy & Graven, Chartered as bond counsel ("Bond Counsel") and approval of the Project by the Minnesota Department of Trade and Economic Development pursuant to the Act, the Loan Agreement, the Assignment of Loan Agreement, the Security Agreement and exhibits thereto are approved, substantially in the forms on file with the City on the date hereof. The Loan Agreement and the Assignment of Loan Agreement are directed to be executed in the name and on behalf of the City by the signatures of the Mayor and City Manager. Any other documents and certificates necessary to the transaction described above shall be executed and delivered by the appropriate City officials. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Loan Agreement and Security Agreement. 6. The City shall proceed forthwith to issue the Note. The offer of the Lender to purchase the Note at a price of par, bearing interest at the rate set forth in the Note is hereby accepted. The Mayor and City Manager are authorized and directed to prepare and execute the Note and to deliver the Note to the Lender. Resolution 01-66 - Continued November 7, 2001 7. The Mayor, the City Manager and other officers of the City are authorized and directed to prepare and furnish to the Lender and to Bond Counsel certified copies of all proceedings and records of the City relating to the Note, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Note as such facts appear 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. 8. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the officials authorized herein to execute said documents, which approval shall be conclusively evidenced by the execution thereof. k,zAh",I— MaryE. $derson, Mayor ATTEST: Donald G. Taylor, City5eT6rk The motion for the adoption of the foregoing resolution was seconded by Member LeSuer and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, LeSuer and Micks; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.