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HomeMy WebLinkAbout00-107 - ADMIN Resolution - City Council - 2000/08/21RESOLUTION NO. 00-107 RESOLUTION RELATING TO VARIABLE RATE DEMAND REVENUE BONDS (CATHOLIC FINANCE CORPORATIONBENILDE-ST. MARGARET'S SCHOOL PROJECT), SERIES 2000, OF THE CITY; AUTHORIZING THE ISSUANCE THEREOF AND APPROVING AND AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota (the City), as follows: Section 1. Authonzation and Recitals. 1.01. General Authonty. The City is authonzed by Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), to issue revenue bonds to finance the acquisition and construction of properties used or useful in connection with revenue producing enterprises. 1.02 Proposed Project and Bonds This Council has been advised by representatives of Bemlde-St. Margaret's School, a Minnesota nonprofit corporation ("Benilde"), that: (i) Benilde is proposing to finance a project consisting of the construction and equipping of a new performing arts center, additional classrooms, a new library, new administrative offices, the replacement of existing bleachers, and the remodeling of existing classroom and office areas, all to be located on the campus of Benilde-St. Margaret's School at 2501 Highway 100 South in the City (the "Project"), and (n) Benilde can realize substantial debt service savings for the benefit of the Project by financing the Project through the issuance by the City of revenue bonds. Representatives of Benilde have requested that the City issue its Variable Rate Demand Revenue Bonds (Catholic Finance Corporation/Benilde-St. Margaret's School Project), Senes 2000 (the "Bonds"), pursuant to the Act, in the ongmal aggregate principal amount not to exceed $11,000,000. Pursuant to this proposal the Bonds will be issued by the City pursuant to a Trust Indenture, dated as of August 1, 2000 (the "Indenture"), between the City and U. S. Bank Trust National Association, as trustee (the "Trustee"), and the proceeds of the Bonds will be loaned by the City to Catholic Finance Corporation, a Minnesota nonprofit corporation ("CFC"), pursuant to a Loan Agreement dated as of August 1, 2000 between the City and CFC (the "CFC Loan Agreement"), and m turn CFC will loan the proceeds to Bemlde pursuant to a Loan Agreement, dated as of August 1, 2000 (the "Benilde Loan Agreement"), between CFC and Benilde, such proceeds to be used to finance the Project. Under the Benilde Loan Agreement, Benilde will agree to make payments to the Trustee sufficient to pay the pnncipal of and interest on the Bonds as the same shall become due and payable. CFC will assign the nghts and payments under the Benilde Loan Agreement to the City by an Assignment of Loan Agreement dated as of August 1, 2000. By the Indenture, the City will grant a secunty interest to the Trustee in certain revenues and payments to be received under the CFC Loan Agreement and the Bemlde Loan Agreement. The Bonds will be additionally secured dunng the Variable Rate Penod by amounts drawn under an Irrevocable Direct -pay Letter of Credit issued by Allied Irish Banks, p.l.c., New York Branch. 1.03. Public Notice and Public Hearing. On August 7, 2000, the Council conducted a public heanng with respect to the issuance of the Bonds for the benefit of Benilde and the Project. A notice of the public heanng was published in the St. Louis Park Sun -Sailor on July 5, 2000. At the public hearing all interested persons were granted an opportunity to comment on the proposed issuance of the Bonds and the financing of the Project. Resolution No. 107 -2- 1.04. Bond Documents. Forms of the following documents relating to the Project and the issuance of the Bonds (the "Documents") have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk. (a) the CFC Loan Agreement, (b) the Bemlde Loan Agreement (c) the Indenture; and (d) the Bond Purchase Agreement (the "Purchase Agreement"), among the City, Bemlde, and Dam Rauscher Incorporated, the onginal purchaser of the Bonds (the "Underwnter"). 1.05. Bank Documents. The Bonds will also be secured by an Irrevocable Direct Pay Letter of Credit (the "Letter of Credit") to be issued by Allied Irish Banks, p.l.c., New York Branch (the "Bank"). Bemlde has agreed to reimburse the Bank for draws under the Letter of Credit pursuant to the terms of a Reimbursement Agreement, dated as of August 1, 2000 (the "Reimbursement Agreement"), between Benilde and the Bank. The obligations of Benilde under the Reimbursement Agreement will be secured by the following documents (the "Bank Documents"), defined in the Reimbursement Agreement: (i) a Guaranty Agreement dated as of August 1, 2000, from the Archdiocese of Saint Paul and Minneapolis to the Bank; (ii) a Pledge and Secunty Agreement; and (Ili) such other documents and instruments required by the Bank and provided by Bemlde or others in accordance with the terms of the Reimbursement Agreement. Section 2. Findings. It is hereby found, determined and declared that: (a) the financing of the Project, the issuance and sale of the Bonds, the execution and delivery of the Documents, and the performance of all covenants and agreements of the City contained in the Documents and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding special obligations in accordance with their terms, are authorized by the Act; (b) a public hearing was held on the Project after publication of a notice in a newspaper circulating generally in the City; (c) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture, under the provisions of which certain of the City's interests in the Benilde Loan Agreement, the CFC Loan Agreement and the loan repayments thereunder will be pledged to the Trustee as secunty for the payment of the principal of and interest on the Bonds and the City has not heretofore pledged, assigned or otherwise encumbered its interest in the Benilde Loan Agreement or the CFC Loan Agreement; (d) the loan repayments contained in the Loan Agreement are determined so as to produce income and revenue sufficient to provide for prompt payment of the principal of and interest on all Bonds issued under the Indenture when due; and the Bemlde Loan Agreement also provides that Benilde is required to pay 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 all taxes and special assessments levied upon or with respect to the Project site and payable during the term of the Bemlde Loan Agreement, Resolution No. 107 -3- (e) under the provisions of the Act and as provided in the Benilde Loan Agreement, the CFC Loan Agreement and the Indenture, the Bonds are not to be payable from nor a charge upon any funds of the City other than the revenues pledged to the payment thereof; the City is not subject to any liability thereon and no holders of the Bonds shall ever have the right to complete any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City, except the revenues specifically pledged to the payment thereof pursuant to the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues specifically pledged to the payment thereof; and no Bonds shall constitute a debt of the City within the meaning of any constitutional or statutory limitation; Section 3. Approval of the Documents. The forms of the Benilde Loan Agreement, CFC Loan Agreement, the Indenture (including the form of the Bonds set forth in the Indenture), the Assignment, and the Purchase Agreement referred to in Section 1.04 are approved, subject to such modifications as are deemed appropriate and approved, by the Mayor and Kennedy & Graven, Chartered, as bond counsel to the City ("Bond Counsel"), which approval shall be conclusively evidenced by the execution by the Mayor and the City Manager of the Bonds, the CFC Loan Agreement, the Indenture, and the Purchase Agreement. The Mayor and the City Manager are directed to execute each of the Documents requiring execution by the City upon execution thereof by the other parties thereto Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor, the City Manager, the City Clerk and other officers of the City are also authorized and directed to execute such other documents, instruments, and certificates as may be required to give effect to the transactions herein contemplated. The Letter of Credit, the Reimbursement Agreement, and the Bank Documents are hereby approved substantially in the forms agreed to by Benilde and the Bank. Section 4. Disclosure Documents and Public Offenng. The Bonds are proposed to be sold by the City to the Underwnter m a negotiated sale pursuant to the terms and conditions of the Purchase Agreement. The Underwriter will reoffer the Bonds for sale to the public in denominations of $100,000 and any greater integral multiple of $5,000 in excess of $100,000. In conjunction with the reoffer and sale of the Bonds, Benilde and the Underwriter will prepare an Official Statement (the "Disclosure Documents") setting forth material information regarding Benilde, CFC, the Project, the Bonds, the security for the Bonds, and the Bank. The City has not participated in the preparation of the Disclosure Documents, has made no independent investigation with respect to the information contained therein, and assumes no responsibility for the sufficiency, accuracy, or completeness of such information. The City hereby consents to the distribution of the Disclosure Documents to prospective purchasers of the Bonds. Section 5. The Bonds; Sale and Execution. 5.01. Authonzation and Sale. The City hereby authorizes the issuance of the Bonds in the form and upon the terms set forth in the Indenture and this Resolution. It is recognized by the City that the initial interest rates on the Bonds, the exact pnncipal amount of the Bonds, certain redemption provisions with respect to the Bonds, and certain other terms with respect to the Bonds have not as yet been determined and are not contained in the form of the Indenture referred to in Section 1 04. The Mayor and City Manager are authorized to approve the initial variable interest rates, the exact principal amount of the Bonds, provided that the pnncipal of the Bonds does not Resolution No. 107 -4- exceed $11,000,000, the redemption provisions and other terms of the Bonds. Such approval shall be conclusively evidenced by the execution and delivery by the Mayor and City Manager of the Indenture. The sale of the Bonds to the Underwriter, at a price of par (or at a price net of the fee of the Underwriter) plus accrued interest on the pnncipal amount of the Bonds from the dated date of the Bonds to the date of delivery of the Bonds, is hereby approved. 5.02. Execution. The Mayor, the City Manager, and the City Clerk are hereby authonzed and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents, and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is hereby appomted the initial authenticating agent, registrar, and tender agent with respect to the Bonds. 5.03. Modifications; Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom, and additions thereto as may be necessary and appropnate and approved by the Mayor and Bond Counsel. 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. In the absence or disability of the Mayor, any of the documents authonzed by this resolution to be executed, may be executed by the acting Mayor or any other member of the Council and in the absence or disability of the City Manager by the City Clerk, any member of the Council, or such other officer of the City who, in the opinion of Bond Counsel, is authonzed to execute such documents. Section 6. Authentication of Proceedings. The Mayor, the City Manager and the City Clerk and other officers of the City are authorized and directed to furnish to the Trustee and Bond Counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's 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 of fact contained therein. Section 7. Closing Certificates The Mayor, the City Manager, and the City Clerk shall execute and deliver such other certifications, forms, documents, or instruments as are recommended by Bond Counsel (including a City Tax Certificate, an Information Return for Tax -Exempt Private Activity Bond Issues—Form 8038, and Project Closing Information and Notice of Issue—Form L), and all certifications, recitals and representations therein shall constitute the certificates, recitals and representations of the City. Execution of any instrument or document by one or more appropnate officers of the City shall constitute and shall be deemed the conclusive evidence of the approval and authorization by the City and the City Council of the instrument, document, form, or certification so executed. Section 8. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds, the CFC Loan Agreement, the Benilde Loan Agreement, the Indenture, the Purchase Agreement, or any other documents, instruments, or security delivered to secure the Bonds, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor a charge upon any funds other than the revenues specifically pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing • • • • • • Resolution No. 107 -5- power of the City to pay the Bonds or the interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the CFC Loan Agreement and the Benilde Loan Agreement which have been pledged to the Trustee by the Indenture, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the CFC Loan Agreement and the Benilde Loan Agreement which have been pledged to the Trustee by the Indenture. The agreement of the City to perform the covenants and other provisions contained in this Resolution, and Bonds, the CFC Loan Agreement, and the Indenture shall be subject at all times to the availability of revenues furnished by Benilde sufficient to pay all costs of such performance or enforcement thereof, and neither the City nor any of its officers or employees shall be subject to any personal or pecuniary liability thereon other than as stated above. Review... for Administration: ✓L(" ity Manager Attest: City/Clerk Adopted b Mayor uncil August 21, 2000