Loading...
04-9472r RESOLUTION NO. 9472 RESOLUTION APPROVING AND AUTHORIZING THE ISSUANCE OF ITS EDUCATIONAL FACILITIES REVENUE NOTE (ACADEMY OF HOLY ANGELS PROJECT), SERIES 2004, UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGH 469.1651, AS AMENDED, TO FINANCE PROPERTY FOR THE BENEFIT OF ACADEMY OF HOLY ANGELS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF mE NOTE WHEREAS, under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), each municipality and redevelopment agency of the State of Minnesota (as defined in the Act), including the City of Richfield, Minnesota (the "City"), is authorized to issue revenue obligations to finance improvements to land and buildings and capital equipment for the benefit of a revenue producing enterprise to be owned by a contracting party (as defined in the Act); and . WHEREAS, pursuant to Section 469.155, Subd. 4, of the Act, the City is authorized to issue the Note (as defined below) to pay, purchase or discharge all or any part of the outstanding indebtedness of a contracting party that is an organization that is primarily engaged in educational activities as an elementary, secondary or post-secondary school and that was previously incurred in the acquisition or betterment of its existing facilities to the extent deemed necessary by the City Council of the City; and WHEREAS, the City has proposed to issue a revenue obligation to be designated the Educational Facilities Revenue Note (Academy of Holy Angels), Series 2004 (the "Revenue Note" or the "Note"), and loan the proceeds derived from the sale of the Revenue Note to Academy of Holy Angels, a Minnesota nonprofit organization (the "Borrower"), to finance and refinance a project comprised of: (i) the acquisition of land from the Sisters of S1. Joseph of Carondelet, S1. Paul Province, on which is located the Academy of Holy Angels High School (the "Facility") owned and operated by the Borrower and located at 6600 Nicollet Avenue South in the City; (ii) the refunding of outstanding indebtedness of the Borrower previously incurred to finance the land acquisition (collectively, the "Project"); and WHEREAS, the Revenue Note is proposed to be purchased by Wells Fargo Bank, National Association, a national banking association (the "Lender"), and the proceeds derived from the sale of the Revenue Note are proposed to be loaned to the Borrower pursuant to the terms of a Loan Agreement, dated as of June 1,2004 (the "Loan Agreement"), between the City and the Borrower; and WHEREAS, the payment of the principal of, premium, if any, and interest on the Revenue Note will be secured by: (i) the revenues derived from the Loan Agreement to be assigned to the Lender pursuant to the terms of a Pledge Agreement, dated as of June 1,2004 (the "Pledge Agreement"), from the City to the Lender; (ii) a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of December I, 2002, as thereafter Amended and Restated on March 26, 2003 and December 12, 2003, as amended by an amendment to be dated as of June _, 2004 (as so amended, the "Mortgage"), executed by the Borrower, as mortgagor, in favor of the Lender, as mortgagee; and (iii) such other security as may be required from the Borrower by the Lender. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA, THAT: I. The City acknowledges, finds, determines, and declares that the issuance of the Revenue Note is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Note and the other actions of the City under the Loan Agreement and this resolution constitute a public purpose and are in the best interests of the City. The City also hereby finds, determines, and declares that 72 the refunding of outstanding indebtedness of the Borrower previously incurred to finance the acquisition and betterment of the Facility is necessary for the purposes of Section 469.155, Subd. 4, of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Note in the principal amount not to exceed $3,215,190. The Note shall bear interest, 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 form of Revenue Note now on file with the City and in the form of the Loan Agreement now on file with the City. The City hereby authorizes the Revenue Note to be issued as a "tax-exempt bond" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions ofthe Revenue Note, when executed as authorized in this resolution, 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 Revenue Note shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the principal amount of the Revenue Note, the determination of the initial interest rate on the Note, and changes to the terms of redemption of the Note) as the Mayor and City Manager of the City (the "Mayor" and "City Manager," respectively), in their discretion shall determine. The execution of the Revenue Note with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Revenue Note by the City shall be conclusive evidence of such determination. 3. The Revenue Note shall not be a general or moral obligation of the City, but shall be a special, limited obligation of the City payable by the City solely from the revenues derived by the City from the Loan Agreement, assigned to the Lender pursuant to the Pledge Agreement, and from other security provided by the Borrower including the Mortgage. 4. The City hereby authorizes and directs the Mayor and the City Manager to execute and deliver the Loan Agreement and the Pledge Agreement in the forms now on file with the City. All of the provisions of the Loan Agreement and the Pledge Agreement when executed as authorized in this resolution shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim in this resolution and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Pledge Agreement shall be substantially in the forms now on file with the City, which are hereby approved, with such necessary and appropriate variations, omissions and insertions as the Mayor and the City Manager in their discretion shall determine. The execution of the Loan Agreement and the Pledge Agreement with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Loan Agreement and the Pledge Agreement by the City shall be conclusive evidence of such determination. 5. The Revenue Note shall be a revenue obligation of the City the proceeds of which shall be disbursed pursuant to the Loan Agreement, and the principal, premium, and interest on the Revenue Note shall be payable solely from the proceeds of the Revenue Note, the revenues derived from the Loan Agreement, and the other sources set forth in the Loan Agreement. 6. The Mayor and the City Manager are hereby authorized to execute and deliver, on behalf of the City, such other instruments, certificates, and documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Note, including the City Tax Certificate, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other instruments, certificates, and documents which are requested by the Borrower or the Lender to be executed and delivered by the City in connection with the issuance, sale, and delivery of the Revenue Note and which Kennedy & Graven, Chartered, as bond counselor the City Attorney, deems necessary or appropriate. 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 Revenue Note. 7. All covenants, stipulatio~s,obligations, and ~greements of the City contained in this resolution and the aforementioned docrtments shall be. deemed to be the covenants, stipulations, obligations, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, 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 or the City Council of the City 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 authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement contained in this resolution 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 nor any officer or employee of the City executing the Revenue Note shall be liable personally on the Revenue Note 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 Revenue Note or in any other document relating to the Revenue Note, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise 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 payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment ofthe Note, as provided therein and in the Loan Agreement. 8. Except as otherwise expressly provided in this resolution, 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, other than the City, the Borrower, and the Lender or any other holder of the Revenue Note issued under the provisions of this resolution, any right, 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, the Borrower, the Lender, and any other holder from time to time of the Revenue Note issued under the provisions of this resolution. 9. In case anyone or more of the provisions of this resolution, other than the provisions contained in Section 3 of this resolution, or of the aforementioned documents, or of the Revenue Note issued under this Resolution 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 Revenue Note, but this resolution, the aforementioned documents, and the Revenue Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 10. The Revenue Note, when executed and delivered, shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Revenue 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 Revenue Note, 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 bylaw. 11. The officers of the City, Kennedy & Graven, Chartered as bond counsel of the City and other attorneys, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Revenue Note for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Revenue Note, the aforementioned documents and this resolution. In the event that for any reason the Mayor is unable to carry out the execution of any of the documents or other acts provided in this resolution, any person delegated the authority to execute documents in the absence or incapacity of the Mayor is hereby authorized to act in the capacity of the Mayor 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 is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any person delegated the authority to execute documents in the absence or incapacity of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. 12. The Borrower will pay the administrative fees of the City as set forth in the Loan Agreement and pay, or upon demand, reimburse the City for payment of, any and all costs and expenses paid or incurred by the City in connection with the Project and the issuance of the Revenue Note, whether or not the Revenue Note is issued. 13. The Cityherebydesignates the Revenue Note as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that the City does not reasonably anticipate that the City will issue in calendar year 2004 more than $10,000,000 of bonds or other tax-exempt obligations (excluding "private activity bonds" other than "qualified 50l(c)(3) bonds," as such terms are defined in the Code, and excluding certain refunding obligations, that are not included in the $10,000,000 limitation set forth in Section 265(b)(3)(C)(i) ofthe Code). 14. This resolution shall be in full force and effect from and after its passage. Adopted by the City of Richfield, Minnesota, this 8th day of June, 2004. /~~W Martin J. Kirsch, ayor Attest: ~~.~ Nancy Gibbs, C".. Clerk