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HomeMy WebLinkAbout01-047 - ADMIN Resolution - City Council - 2001/06/04RESOLUTION NO. 01-047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS EDUCATIONAL FACILITY REVENUE BONDS (GROVES ACADEMY PROJECT), SERIES 2001, PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND THE RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE BONDS WHEREAS, the City of St Louis Park, Minnesota (the "City"), is a home rule city and political subdivision duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469 152-469 165, as amended (the "Act"), the City is authorized to carry out the public purposes descnbed therein and contemplated thereby by issuing its revenue bonds or other obligations to make a loan to finance a revenue producing enterprise, including the financing of the costs of the construction of an expansion to and remodeling of an existing educational facility, and WHEREAS, the City received an application for pnvate activity revenue bond financing from Groves Academy, a Minnesota nonprofit corporation (the "Corporation"), with respect to the renovation, expansion, and improvement of its independent co-educational day school facilities located at 3200 Highway 100 South in the City (the "Project"); and WHEREAS, the City has prepared an Application to the Minnesota Department of Trade and Economic Development ("DTED") for approval of the Project pursuant to the requirements of Section 469.154 of the Act. WHEREAS, a notice (the "Public Notice") of a public heanng (in which a general, functional description of the Project was provided, as well as the maximum aggregate face amount of the obligations to be issued with respect to the Project, the identity of the initial owner, operator, or manager of the Project, and the location of the Project by street address) was published in a newspaper circulating generally in the City at least fifteen (15) days before the regularly -scheduled meeting of the City Council of the City on June 4, 2001, the City Coumcil has conducted a public heanng at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in wnting, on the proposed issuance of the Bonds (as defined below), and the location and nature of the Project; and WHEREAS, the proceeds denved from the sale of revenue bonds to be issued to finance the Project (the "Bonds") will be loaned to the Corporation pursuant to the terms of a Loan Agreement, dated as of June 1, 2001 (the "Loan Agreement"), between the City and the Corporation, and WHEREAS, the loan under the terms of the Loan Agreement will be secured by a Combination Mortgage, Security Agreement, and Fixture Financing Statement and Assignment of Leases and Rents, dated as of June 1, 2001 (the "Mortgage"), executed by the Corporation in favor of the City, and Resolution No. 01-047 -2- WHEREAS, the Bonds will be issued under a Trust Indenture, dated as of June 1, 2001 (the "Indenture"), between the City and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), and the Bonds and the interest on the Bonds: (i) shall be payable solely from the revenues pledged therefor; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Project and the Loan Agreement; and WHEREAS, the loan repayments required to be made by the Corporation under the terms of the Loan Agreement will be assigned to the Trustee under the terms of the Indenture and the City's nghts as mortgagee under the Mortgage will be assigned to the Trustee under the terms of an Assignment of Mortgage and Security Agreement, dated as of June 1, 2001 (the "Assignment of Mortgage"), between the City and the Trustee; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST LOUIS PARK, MINNESOTA, AS FOLLOWS: 1 The publication of the Public Notice is hereby ratified and approved in all respects. 2 The City Manager is hereby authonzed to do all other things and take all other actions as may be necessary or appropnate to prepare and submit the application to DTED required by the terms of the Act and to take all other actions related thereto and required by any other applicable laws and regulations. 3. The City acknowledges, finds, determines, and declares that the issuance of the Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds and the other actions of the City under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the best interests of the City. 4. The City understands that the Corporation will pay directly or through the City any and all costs incurred by the City in connection with the Project, whether or not the Project is completed, and whether or not the Bonds are issued. 5. In order to apply all or a portion of the proceeds of the Bonds to reimburse the Corporation for Project expenditures paid prior to the date of issuance of the Bonds, Treasury Regulations, Section 1.150-2 (the "Regulations"), require that the City adopt a statement of official intent to reimburse such original expenditures not later than sixty days after payment of the original expenditures The Regulations also generally require that the Bonds be issued and the reimbursement allocation made from the proceeds of the Bonds occur within eighteen months after the later of: (i) the date the expenditure is paid; or (n) the date the Project is placed in service or abandoned, but in no event more than three years after the date the expenditure is paid. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the Bonds. The City expects to reimburse the Corporation for the expenditures made for costs of the Project from the proceeds of the Bonds in an estimated- maximum aggregate pnncipal amount not to exceed $1,000,000 after the date of payment of all or a portion of the costs of the Project All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Regulations and also qualifying expenditures under the Act. Resolution No. 01-047 -3- 6. For the purposes set forth above, there is hereby authonzed the issuance, sale and delivery of the Bonds in one or more senes in the maximum aggregate principal amount not to exceed $5,500,000. The Bonds shall bear interest at a rate not to exceed 8.00 percent per annum. The Bonds shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City, with the amendments referenced herein. The City hereby authonzes the Bonds to be issued as "tax- exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bonds shall be substantially in the forms in the Indenture on file with the City, which forms are hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds and the maturity dates, the interest rates on the Bonds, the terms of redemption of the Bonds, and variation from City policies regarding methods of offering conduit bonds) as the Mayor and the City Manager (the "Mayor" and "City Manager"), in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. 7 The Bonds shall be special limited obligations of the City payable solely from the revenues provided by the Corporation pursuant to the Loan Agreement, and other funds pledged pursuant to the Indenture. The City Council of the City hereby authonzes and directs the Mayor and the City Manager to execute and deliver the Indenture, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Bonds, the City and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not matenally change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 8 The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Loan Agreement, the Assignment of Mortgage, and the Bond Purchase Agreement, between the City, Miller Johnson Steichen Kinnard, Inc (the "Underwriter"), and the Corporation (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement, Mortgage, Assignment of Mortgage, and Bond Purchase Agreement, when executed and delivered as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement, Assignment of Mortgage, and Bond Purchase Agreement shall be substantially in the forms on file with the City which are hereby Resolution No. 01-047 -4- approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 9. The Bonds shall be revenue obligations of the City the proceeds of which shall be disbursed pursuant to the terms of the Indenture and the Loan Agreement, and the pnncipal, premium, and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the revenues derived from the Loan Agreement, the revenues and assets pledged and assigned under the terms of the Mortgage and the Assignment of Mortgage, and the other sources set forth in the Indenture. 10. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 11. The Mayor and City Manager of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including the City Tax Certificate, the Tax Exemption Agreement, the Information Return for Tax -Exempt Pnvate Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropnate in connection with the issuance, sale, and delivery of the Bonds. The City hereby approves the execution and delivery by the Trustee of the Indenture and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Bonds that require execution by the Trustee. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinion with respect to the Bonds. 12. The City has not participated in the preparation of the Preliminary Official Statement or the Official Statement relating to the offer and sale of the Bonds (the "Official Statement"), and has made no independent investigation with respect to the information contained therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Official Statement, in the form on file with the City. The Official Statement is the sole matenal consented to by the City for use in connection with the offer and sale of the Bonds. The City hereby approves the Continuing Disclosure Agreement, dated as of June 1, 2001 (the "Continuing Disclosure Agreement"), between the Corporation and the Trustee, in the form now on file with the City, and hereby authorizes the Trustee to execute and deliver the Continuing Disclosure Agreement. The Bonds are not rated but will be publicly offered in minimum denominations of $5,000 to individuals and other non -institutional investors. The City Council elects to depart from its guidelines (as set forth in Part III - Miscellaneous Matters of its Procedure for Application to City of St. Louis Park, Minnesota for Private Activity Revenue Bond Financing) with respect to the public offer and sale of non -rated bonds due to the level of ment and public purpose of the Project, the good standing of the Corporation in the City, and the reputation and expenence of the Underwnter. Resolution No. 01-047 -5- 13. Except as otherwise provided in this resolution, all nghts, powers and pnvileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authonzed by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give nse to any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues denved from the Loan Agreement, Mortgage, and Assignment of Mortgage which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 14. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any holder of the Bonds issued under the provisions of this resolution, any nght, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holder from time to time of the Bonds issued under the provisions of this resolution. 15 In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 7 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein 16. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regulanty of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist and be performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law Resolution No. 01-047 -6- 17 The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authonzed to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the City is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the City shall be authonzed to act in his capacity and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. If for any reason the City Manager of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager of the City. 18 This resolution shall be in full force and effect from and after its passage. Reviewed for Administration: City Manager Attest: C Clerk Adopted by the City Council June 4, 2001