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HomeMy WebLinkAbout11-049 - ADMIN Resolution - City Council - 2011/04/25RESOLUTION NO. 11-049 AUTHORIZING THE ISSUANCE AND SALE OF AN EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (BENILDE-ST. MARGARET'S SCHOOL PROJECT), SERIES 2011A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $7,000,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE, A LOAN AGREEMENT, AND CERTAIN RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE NOTE 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 described therein and contemplated thereby by issuing its revenue bonds or other obligations to make a loan to finance or refinance a revenue producing enterprise, including the financing and refinancing of the costs of the construction of an expansion to and remodeling of an educational facility; and WHEREAS, the City received a request from Benilde-St. Margaret's School, a Minnesota nonprofit corporation (the "Borrower"), that the City issue its Educational Facilities Revenue Refunding Note (Benilde-St. Margaret's School Project), Senes 2011A (the "Note), in an original, aggregate principal amount not to exceed $7,000,000, and loan the proceeds derived from the sale of the Note to the Borrower; and WHEREAS, the proceeds of the loan are proposed to be applied by the Borrower to (i) the redemption and prepayment of a portion of the outstanding principal amount of the Variable Rate Demand Revenue Bonds (Catholic Finance Corporation/Benilde-St. Margaret's School Project), Series 2000 (the "Prior Bonds"), issued by the City in the original aggregate principal amount of $10,345,000, and currently outstanding in the principal amount of $8,135,000; and (ii) pay a portion of the costs of issuance of the Note and other related expenses of the Borrower; and WHEREAS, at the request of the Borrower, the City Council of the City of Deephaven, Minnesota ("Deephaven"), has authorized the issuance of its Educational Facilities Revenue Refunding Note (Benilde-St. Margaret's School Project), Series 2011B (the "Deephaven Note), in an original, aggregate principal amount not to exceed $1,500,000, and a loan of the proceeds derived from the sale of the Note to the Borrower, and the proceeds of such loan are proposed to be applied by the Borrower to (i) the redemption and prepayment of the portion of the outstanding principal amount of the Prior Bonds not redeemed and prepaid with the proceeds of the Note issued by the City; and (ii) pay a portion of the costs of issuance of the Deephaven Note and other related expenses of the Borrower; and WHEREAS, the Prior Bonds were issued to finance the construction of improvements to a secondary school facility operated by the Borrower and located at 2501 Highway 100 South in the City (the "School Facility"), including a new performing arts center, additional classrooms, a new library, new administrative offices, the replacement of existing bleachers, and the equipping and remodeling of existing classrooms and office areas; and Resolution No. 11-049 -2- WHEREAS, a notice of a public hearing (in which a general, functional description of the School Facility was provided, as well as the maximum aggregate face amount of the obligations to be issued with respect to the redemption and prepayment of the Prior Bonds, the identity of the initial owner, operator, or manager of the School Facility, and the location of the School Facility by street address) was published in a newspaper circulating generally in the City at least fourteen (14) days before the regularly -scheduled meeting of the City Council of the City on April 25, 2011; and WHEREAS, on April 25, 2011, the City Council conducted a public hearing 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 Note, and the location and nature of the School Facility; and WHEREAS, Bremer Bank, N.A., a national banking association (the "Lender"), has agreed to purchase the Note in a manner consistent with the policies of the City relating to the issuance and sale of non -rated conduit revenue bonds; and WHEREAS, the proceeds derived from the sale of the Note are proposed to be loaned to the Borrower under the terms of a Loan Agreement, dated on or after May 1, 2011 (the "Loan Agreement"), between the City and the Borrower, and applied by the Borrower, together with other funds of the Borrower, to redeem and prepay the Prior Bonds, and to pay certain costs of issuing the Note; and WHEREAS, the loan repayments required to be made by the Borrower under the terms of the Loan Agreement will be assigned to the Lender under the terms of an Assignment of Loan Agreement, dated on or after May 1, 2011 (the "Assignment"), between the City, the Borrower, and the Lender; and WHEREAS, the obligations of the Borrower under the terms of the Loan Agreement and the Assignment will be secured by a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, dated on or after May 1, 2011 (the "Mortgage"), from the Borrower in favor of the Lender; and WHEREAS, the Note and the interest on the Note: (i) shall not constitute general or moral obligations of the City and 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 Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: 1. For the purpose of redeeming and prepaying a portion of the Prior Bonds and paying a portion of the costs of issuing the Note, there is hereby authorized the issuance of the Note in the original aggregate principal amount not to exceed $7,000,000. The Note shall bear interest at such rates, shall be in such denomination, 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 details and provisions as are prescribed by the form of the Note on file with the City on the date hereof. ;1.q. 1•4 rob Resolution No. 11-049 -3- The Note shall be a special limited obligation of the City payable solely from revenues of the School Facility, in the manner provided in this resolution and the Loan Agreement. The Note does not constitute a general or moral obligation of the City, or a pledge of the faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. The City hereby authorizes and directs the Mayor of the City (the "Mayor") and the City Manager of the City (the "City Manager") to execute the Note, and to deliver the Note to the Lender, and hereby authorizes and directs the execution of the Note in accordance with its terms and the terms of this resolution. The Mayor is hereby authorized to approve the interest rate or rates on the Note, approve changes to the maturity schedules, optional and mandatory redemption terms, and other terms and provisions of the Note; provided that the maturity date for the Note shall not be later than the date set forth in the form of the Note on file with the City on the date hereof. The Note shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Note and the regularity 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 Note, and to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 2. The proceeds derived from the sale of the Note shall be loaned by the City to the Borrower pursuant to the Loan Agreement. The loan repayments to be made by the Borrower under the Loan Agreement are to be fixed so as to produce revenues sufficient to pay the principal of, premium, if any, and interest on the Note when due. The loan made pursuant to the Loan Agreement (the "Loan"), and the City's rights to the Loan repayments and certain other rights under the Loan Agreement shall be assigned to the Lender as security for payment of the Note pursuant to the terms of the Assignment. The Note, the Loan Agreement, and the Assignment shall be substantially in the forms on file with the City on the date hereof, and are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Manager, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Manager shall be conclusive evidence of such determination. The Note, the Loan Agreement, and the Assignment are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager. 3. The offer of the Lender to purchase the Note at a price of par is hereby accepted. The Mayor and the City Manager are authorized to execute a purchase agreement with respect to the Note, if deemed appropriate by the City and the Lender, and Mayor and the City Manager are directed to prepare and execute the Note and deliver the Note to the Lender. 4. The City has not participated in the preparation of any disclosure documents relating to the offer and sale of the Note and has made no independent investigation with respect to the information contained in any such disclosure documents. The City assumes no responsibility for the sufficiency, accuracy, or completeness of any information set forth in any such disclosure documents. 5. 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. Resolution No. 11-049 -4- 6. 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. The Mayor, the City Manager, and other officers and employees of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by Bond Counsel, the Lender, or other persons or entities in conjunction with the issuance of the Note and the expenditure of the proceeds of the Note. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Note, a general certificate of the City, and an Information Return for Tax -Exempt Private Activity Bonds Issues, Form 8038 (Rev. June 2010). 7. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Loan Agreement, Assignment, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the City by the provisions of this resolution or of the Loan Agreement, Assignment, or other documents referred to above shall be exercised or performed by the City, or by such officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Loan Agreement, Assignment, or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any elected official, officer, agent, or employee of the City in that person's individual capacity, and neither the members of the City Council nor any officer or employee executing the Note shall be liable personally on the Note or be subject to any personal liability or accountability by reason of the issuance thereof. 8. Except as herein otherwise expressly provided, nothing in this resolution or in the Loan Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation, other than the City and the registered and beneficial owners of the Note, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Loan Agreement or any provision thereof; this resolution, the Loan Agreement and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City and the registered and beneficial owners of the Note issued under the provisions of this resolution and the Loan Agreement, and the Borrower to the extent expressly provided in the Loan Agreement. 9. In case any one or more of the provisions of this resolution, or of the documents mentioned herein, or of the Note 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 Note, but this resolution, the aforementioned documents, and the Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. iia i7a .' v Resolution No. 11-049 -5- r 10. 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 Note, and to the execution of the Loan Agreement, the Assignment, and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Note, and precedent to the execution of the Loan Agreement, the Assignment, and the other documents referred to above have happened, exist, and have been 'performed as so required by law. 11. The members of the City Council, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Loan Agreement and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Note, the Loan Agreement, the Assignment, and the other documents referred to above, and this resolution. 12. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or any officer of the City duly delegated to act on behalf of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. 13. The City hereby consents to the issuance of the Deephaven Note and the application of the proceeds derived from the sale of the Deephaven Note to the redemption and prepayment of the Prior Bonds. 14. The City hereby determines that the reasonably anticipated amount of tax-exempt obligations which will be issued by the City during calendar year 2011 does not exceed $10,000,000. For purposes of the preceding sentence, the term "tax-exempt obligation" does not include the tax-exempt obligations described in Section 265(b)(3)(C)(ii) of the Internal Revenue Code of 1986, as amended. The Note is hereby designated as a "qualified tax-exempt obligation" by the City for the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 15. This resolution shall be in full force and effect from and after its passage. (The remainder of this page is intentionally left blank.) Res . No. 11-049 -6- ted by the City Council of the City of St. Louis Park, Minnesota, on April 25, 2011. Review ministration: City Mann Attest: (J City Clerk Adop -d by he Cit Council April 25, 2011 Mayo