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HomeMy WebLinkAboutResolution 8027 RESOLUTION 8027 CITY OF MOUNDS VIEW, MINNESOTA COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION GIVING PRELIMINARY APPROVAL TO THE PROPOSED ISSUANCE OF A HEALTH CARE FACILITY REVENUE NOTE UNDER MINNESOTA STATUTES,SECTIONS 469.152 THROUGH 469.1651,AS AMENDED BE IT RESOLVED by the City Council of the City of Mounds View, Minnesota (the"City"), as follows: Section 1. Recitals. 1.01. Statutory Authorization. Minnesota Statutes,Sections 469.152 through 469.1651,as amended(the "Act"), authorizes a city to issue revenue obligations to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment,or extension of a"project,"defined in the Act,in part,as any properties, real or personal, used or useful in connection with a revenue producing enterprise, or any combination of two or more such enterprises engaged in any business. 1.02. Series 2012 Note. Apple Tree Dental, a Minnesota nonprofit corporation, (the "Borrower"), has proposed that the City issue its Health Care Facility Revenue Note(Apple Tree Dental Project), Series 2012 (the "Series 2012 Note"), in a principal amount not to exceed $8,500,000. 1.03. Proiect. The Borrower has proposed that the proceeds of the Series 2012 Note to be issued by the City will be applied to(i)finance the acquisition,construction and equipping of an approximately 16,000 square foot building located at 2442 County Road 10 in the City to be used as a new clinic and headquarters facility, (ii)finance the acquisition, construction and equipping of an existing approximately 6,000 square foot clinic and office facility located at 210 Wood Lake Drive in Rochester, Minnesota and (iii) refinance existing indebtedness incurred in connection with the clinic facility located at 520 Main Street in Hawley, Minnesota (the"Project"); (ii) fund one or more reserve funds; and (iii) pay the costs of issuance of the Series 2012 Note and other costs related to the Project. 1.04. Public Hearing Required. Section 147(f)of the Internal Revenue Code of 1986, as amended(the "Code"), and regulations promulgated thereunder, requires that prior to the issuance of the Series 2012 Note,the City Council of the City(the"City Council")approve the Series 2012 Note after conducting a public hearing thereon. Section 469.154, subdivision 4, of the Act requires that prior to submitting an application to the Minnesota Department of Employment and Economic Development ("DEED") for approval of the Project, the City Council must conduct a public hearing on the proposal to undertake projects authorized to be financed under the terms of the Act. 1.05. Public Hearing Conducted. A notice of public hearing(the"Public Notice")was published in the Sun Focus, the official newspaper and a newspaper of general circulation in the City with respect to: (i) the required public hearing under Section 147(f)of the Code; (ii)the required public hearing under Section 469.154,subdivision 4, of the Act; and (iii) approval of the issuance of the Series 2012 Note. The Public Notice was published on November 8, 2012,which is a date at least 14 days before the date hereof. On the date hereof,the City Council of the City conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing,with respect to the proposed issuance of the Series 2012 Note and the location and nature of the Project. Section 2. City Council Approvals. 2.01. Preliminary Approval. The City hereby gives preliminary approval to the Project. The issuance of the Series 2012 Note in the original aggregate principal amount of approximately$8,500,000 to finance the Project is hereby preliminarily approved subject to the approval of the Project by DEED as required by the Act and subject to the mutual agreement of the City,the Borrower,and the initial purchaser of the Series 2012 Note as to the details of the Series 2012 Note and provisions for its payment. In all events, it is understood, however, that the Series 2012 Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City except the City's interest in the loan or revenue agreement with respect to the Series 2012 Note and the Project, and the Series 2012 Note,when, as, and if issued, shall recite in substance that the Series 2012 Note, including interest thereon, is payable solely from the revenues received from the Project and property pledged to the payment thereof, and shall not constitute a general or moral obligation of the City. The adoption of this resolution does not constitute a guaranty or firm commitment that the City will issue the Series 2012 Note as requested by the Borrower. The City retains the right in its sole discretion to withdraw from participation and accordingly not to issue the Series 2012 Note, or issue the Series 2012 Note in an amount less that the amount referred to herein, should the City at any time prior to issuance thereof determine not to issue the Series 2012 Note,or to issue the Series 2012 Note in an amount less than the amount referred to in the preceding paragraph,or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the transaction. 2.02. Approval of the Project. It is hereby found and determined that the Project furthers the purposes set forth in the Act,and the Project constitutes a"project"within the meaning of Section 469.153,subdivision 2(d), of the Act. 2.03. Submission of Project to DEED. In accordance with Section 469.154 of the Act, the City Administrator of the City is hereby authorized and directed to submit the proposal for the Project to DEED. The City Administrator and other officers,employees and agents of the City are hereby authorized to provide DEED with any preliminary information needed for this purpose,and the City Administrator is authorized to initiate and assist in the preparation of such documents as may be appropriate to the Project, if it is approved. 2.04. Approval of Bond Counsel. The law firm of Kennedy&Graven, Chartered, is authorized to act as Bond Counsel and to assist in the preparation and review of necessary documents relating to the Project and the Series 2012 Note issued in connection therewith. The Mayor, City Administrator, and other officers, employees, and agents of the City are hereby authorized to assist Bond Counsel in the preparation of such documents. Section 3. City's Costs. The Borrower will pay any administrative fees of the City and pay, or, upon demand, reimburse the City for payment of,any and all costs incurred by the City in connection with the Project and the issuance of the Series 2012 Note, whether or not the Series 2012 Note is issued. Section 4. Effective Date. This Resolution shall be in full force and effect from and after its passage. Approved by the City Council of the City of Mounds View, Minnesota, this 26th day of November, 2012. ayor ATTEST: JO✓YVL L D City Administrator (seal)