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HomeMy WebLinkAboutResolution 9164RESOLUTION NO. 9164 APPROVING THE ISSUANCE AND SALE OF A CONDUIT HEALTH CARE FACILITY REVENUE REFUNDING NOTE, SERIES 2019 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (APPLE TREE DENTAL PROJECT) WHEREAS, (a) Minnesota Statutes, Sections 469.152-469.1655, as amended (the "Act"), confers upon cities the powers conferred by the Act, which include the power to issue revenue obligations to finance or refinance, 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, whether or not operated for profit, engaged in providing health care services; (b) The City Council (the "Council") of the City of Mounds View, Minnesota (the "City") has received a proposal that it issue its Health Care Facility Revenue Refunding Note, Series 2019 (Apple Tree Dental Project) (the "Note"), in the aggregate amount not to exceed $3,000,000 to provide funds to be loaned to Apple Tree Dental, a Minnesota nonprofit corporation organized under the laws of the State of Minnesota (the "Borrower") to (i) refund the outstanding portion of the Health Care Facilities Revenue Note, Series 2013A, issued in the aggregate amount of $3,395,000 (the "Series 2013 Note"), previously issued by the City in order to finance the acquisition, construction and equipping of an approximately 16,000 square foot building located at 2442 County Road 10 in the City for use as a dental clinic and headquarters facility (the "Project"); and (ii) finance certain other costs related to the Project; (c) The City desires to facilitate the availability of adequate health care facilities to residents of the City at a reasonable cost and the refinancing of the Project will assist the City in achieving those obj ectives; (d) The City has been advised by representatives of the Borrower that conventional, commercial refinancing of the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced; and (e) Based on representations of the Borrower, no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. BE IT RESOLVED by the City Council (the "Council") of the City of Mounds View, Minnesota (the "City"), as follows: Section 1. Legal Authorization and Findings. 1.01. Findings. The City hereby finds, determines and declares as follows: (a) The City is a home rule charter city duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota and is authorized under the Act to assist the revenue producing project herein referred to, and to issue and sell the Note, as hereinafter 609259v 1 M U210-272 defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the Note by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Note and to sell the Note to Bremer Bank, National Association, or another financial institution to be selected by the Borrower (the "Lender"), as provided herein. The City will loan the proceeds of the Note (the "Loan") to the Borrower in order to refinance the Project. (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for the financing or refinancing of the Project. A draft of the Loan Agreement is on file with the City. The proceeds of the Note will be disbursed to the Borrower pursuant to the Loan Agreement. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement is on file with the City. (e) Pursuant to a Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower has secured payment of amounts due under the Loan Agreement and Note by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage is on file with the City. (f) The Note will be a special, limited obligation of the City. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. Section 2. The Note. 2.01. Authorized Amount and Form of Note. The Note is hereby approved and shall be issued pursuant to this Resolution in substantially the form submitted to the Council with such appropriate variations, omissions and insertions as are necessary and appropriate and are permitted or required by this Resolution, and in accordance with the further provisions hereof. The Note shall be issued in a denomination equal to its entire principal balance; and the total aggregate principal amount of the Note that may be outstanding hereunder is expressly limited to $3,000,000, unless a duplicate Note is issued pursuant to Section 2.07. The Note shall bear interest at a variable rate as set forth therein. 2.02. The Note. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. Resolution 9164 2 609259v l MU210-272 2.03. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor and the City Administrator and shall be sealed with the seal of the City; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. In the event of the absence or disability of Mayor and the City Administrator, such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Council execute and deliver the Note. 2.04. DeliyM of Initial Note. Before delivery of the Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of the Loan Agreement, the Pledge Agreement, and the Mortgage; (2) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) a 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the "Code"); (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing. 2.05. Disposition of Proceeds of the Note. Upon delivery of the Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note for payment of Project Costs in accordance with the terms of the Loan Agreement. 2.06. Registration of Transfer. The City will cause to be kept at the office of the City Administrator a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and, subject to Section 2.09, shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Administrator, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. For value received hereby sells, assigns and transfers unto the attached Note of the City of Mounds View, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Sections 2.06 and 2.09 of the Resolution authorizing the issuance of the Note. Dated: Resolution 9164 609259v I MU210-272 Registered Owner 3 Upon such transfer the City Administrator shall Note the date of registration and the name and address of the new Lender in the applicable Note Register and in the registration blank appearing on the Note. 2.07. Mutilated, Lost or Destroyed Note. In case the Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2.08. Ownership of Note. The City may deem and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. 2.09. Limitation on Note Transfers. The Note will be issued to a "qualified institutional buyer" or an "accredited investor" (i.e. the Lender) and without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Note may not be assigned or transferred in whole or part, nor may a participation interest in the Note be given pursuant to any participation agreement, except to another a "qualified institutional buyer" or "accredited investor" in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s). The City will require, as a precondition to any transfer, that the transferee provide to the City a written letter or certificate in a form satisfactory to the City and other evidence satisfactory to the City that the transferee is a qualified institutional buyer or other accredited investor under the securities laws. 2.10. Issuance of a New Note. Subject to the provisions of Section 2.9, the City shall, at the request and expense of the Lender, issue a new Note, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the periodic installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender. Section 3. Miscellaneous. 3.01. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained herein invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 3.02. Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein. Resolution 9164 4 609259v 1 MU210-272 3.03. Authorization to Execute Agreements. The forms of the proposed Loan Agreement and the Pledge Agreement are hereby approved in substantially the form on file with the City together with 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 Bond Counsel prior to the execution of the documents. The Mayor and the City Administrator of the City are authorized to execute the Loan Agreement and the Pledge Agreement and such other documents as Bond Counsel considers appropriate in connection with the issuance of the Note, in the name of and on behalf of the City. In the event of the absence or disability of the Mayor or City Administrator such officers of the City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or authorization of the Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.04. Qualified Tax Exempt Obligation. In order to qualify the Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby makes the following factual statements and representations; (a) the Note will be issued after August 7, 1986; (b) the Note is not treated as a "private activity Note" under Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2019 will not exceed $10,000,000; (d) not more than $10,000,000 of obligations issued by the City during the calendar year 2019 have been designated for purposes of Section 265(b)(3) of the Code; (e) the aggregate face amount of the issue of the Note is not greater than $10,000,000; (f) the Series 2013 Note was previously designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code, the average maturity of the Note is not longer than the average maturity of the Series 2013 Note and the Note does not mature later than 30 years after the date the Series 2013 Note was issued and therefore the Note is deemed designated as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code to the extent the principal amount of the Note does not exceed the outstanding principal balance of the Series 2013 Note; and (g) the City hereby designates any principal amount of the Note which exceeds the outstanding principal balance of the Series 2013 Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code. 3.05. Costs: bidemnification by Borrower. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with refinancing the Project will be paid by the Borrower whether or not the Note is issued. It is understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages, costs and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Project and the financing, as further provided in the Loan Agreement. Resolution 9164 609259v l M U210-272 3.06. Effective Date. This resolution shall be in full force and effect from and after its passage. Resolution 9164 609259v1MU210-272 Adopted by the City Council of the City of Mounds View this 9" day of September, 2019 &UL/- Carol A. Mueller, Mayor ATTEST Brian Bee , A slstant City Administrator (SEAL) Extract of Minutes of a Meeting of the City Council of the City of Mounds View, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mounds View, was duly held in the City on Monday, September 9, 2019, at 6:30 o'clock P.M. Resolution 9164 609259v1MU210-272 The following members were present: and the following were absent: During said meeting Mayor Mueller introduced the following resolution and Council Member Meehlhause moved its adoption: RESOLUTION NO. 9164 CITY OF MOUNDS VIEW, MINNESOTA COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION APPROVING THE ISSUANCE AND SALE OF A CONDUIT HEALTH CARE FACILITY REVENUE REFUNDING NOTE, SERIES 2019 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (APPLE TREE DENTAL PROJECT) The motion for the adoption of the foregoing resolution was duly seconded by Council Member Bergeron, and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: Mueller Bergeron Gunn Hull Meehlhause and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. Resolution 9164 $ 609259v1MU210-272 STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MOUNDS VIEW I, the undersigned, being the duly qualified and acting City Administrator of the City of Mounds View, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council duly called and held on the date therein indicated, insofar as such minutes relate to a resolution authorizing the issuance of a revenue note. H WITNESS my hand this I day of September, 2019. City Adminis for Resolution 9164 9 609259vl MU210-272