10-10438rRESOLUTION NO. 10438
RESOLUTION GIVING PRELIMINARY APPROVAL TO THE
FINANCING OF A PROJECT UNDERTAKEN BY ACADEMY OF HOLY
ANGELS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152
THROUGH 469.165, AND AUTHORIZING THE SUBMISSION OF AN
APPLICATION TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT
AND ECONOMIC DEVELOPMENT AND THE PREPARATION OF
NECESSARY DOCUMENTS
WHEREAS, the City of Richfield, Minnesota (the "City"), is authorized by
Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "Act"), to
issue revenue obligations to finance, in whole or in part, the costs of the acquisition,
construction, reconstruction, improvement, betterment, or extension of a "project" to
be owned by a contracting party; and
WHEREAS, a "project" includes any properties, real or personal, used or
useful in connection with a revenue producing enterprise; and
WHEREAS, the Academy of Holy Angels, a Minnesota nonprofit corporation (the
"Borrower") is the owner and operator of the Academy of Holy Angels High School,
located at 6600 Nicollet Avenue South in the City (the "Facility"); and
WHEREAS, the City Council of the City has received a proposal from the
Borrower that the City issue its revenue obligations, in one or more series pursuant
to the Act, to finance costs related to the installation and repair of a roof on the
Facility (the "Project"); and
WHEREAS, the proceeds derived from the sale of the revenue obligations
proposed to be issued by the City (the "Obligations") will be loaned by the City to
the Borrower and applied by the Borrower to finance the costs of the Project; and
WHEREAS, as required by Section 469.154 of the Act, a notice of public
hearing stating the time and place of the public hearing, the general nature of the
Project, and an estimate of the principal amount of Obligations to be issued to
finance the Project was published in the Sun Current, the official newspaper of the
City and a newspaper of general circulation in the City, not less than fourteen (14)
days and not more than thirty (30) days prior to the public hearing; and
WHEREAS, a public hearing on the proposal to undertake and finance the
Project was held on November 9, 2010; and
WHEREAS, the notice and public hearing satisfy the public approval
requirements set forth in the Act and Section 147(f) of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
Minnesota, as follows:
1. Preliminary Approval; DEED Application. The Project is given
preliminary approval by the City and the issuance of the Obligations for such
purposes and in an amount not to exceed $1,400,000 is approved, subject to the
approval of the Project by the Minnesota Department of Employment and Economic
Development ("DEED"), and subject to the mutual agreement of the City, the
Borrower, and the initial purchaser of the Obligations as to the details of the
Obligations and provisions for their payment. In all events, it is understood,
however, that the Obligations shall not constitute a charge, lien, or encumbrance,
legal or equitable, upon any property of the City, and the Obligations, when, as, and
if issued, shall recite in substance that the Obligations, including interest thereon,
are payable solely from the revenues derived from the Project and the Facility and
from other property or security expressly pledged to the payment thereof, and shall
not constitute a pecuniary obligation of the City or a charge against its general credit
or taxing powers. The Obligations shall not constitute a debt of the City within the
meaning of any constitutional or statutory limitation.
2. Findings Regarding the Project. Based solely on representations
made to the City by the Borrower, it is found and determined that: (a) the Project
constitutes properties, real and personal, used or useful in connection with one or
more revenue producing enterprises within the meaning of Section 469.153,
Subdivision 2(b) of the Act; (b) the Project furthers the purposes set forth in the Act;
(c) the availability of the financing under the Act and the willingness of the City to
furnish financing m the recent past for other portions of the Facility was a substantial
inducement to the Borrower to undertake the Project; and (d) no public official of the
City has either a direct or indirect financial interest in the Project or the Facility nor
will any public official either directly or indirectly benefit financially from the Project
or the Facility.
3. Submission of DEED Application. In accordance with Section 469.154
of the Act, the City Manager of the City is authorized and directed to submit the
application for approval of the Project to DEED. The City Manager and other
officers, employees, and agents of the City are authorized to provide DEED with
any information needed for this purpose, and the City Manager is authorized to
initiate and assist in the preparation of such documents as may be appropriate to
the Project.
4. Bond Counsel. The law firm of Kennedy & Graven, Chartered is
authorized to act as Bond Counsel and to assist in the preparation and review of
necessary documents relating to the Project and the Obligations to be issued in
connection therewith. The City Manager and other officers, employees, and agents
of the City are authorized to assist Bond Counsel in the preparation of such
documents.
5. Employment Opportunities. In accordance with Section 469.154,
Subdivision 7 of the Act, the Mayor and other officers, employees, and agents of the
City are authorized and directed to encourage the Borrower to provide employment
opportunities to economically disadvantaged or unemployed individuals. Such
individuals may be identified by such mechanisms as are available to the City such
as a first source agreement in which the Borrower agrees to use a designated State
of Minnesota employment office as a first source for employment recruitment,
referral, and placement.
6. Payments by Borrower. The Borrower has agreed to pay any and all
costs paid or incurred by the City in connection with the Project and the issuance of
the Obligations whether or not the Project is approved by DEED and whether or not
the Obligations and related documents are executed and delivered. The Borrower
shall also comply with the City's deposit and fee policies respecting such revenue
bond issues.
7. Expiration of Resolution. All commitments of the City expressed
herein are subject to the condition that by December 31, 2010, the City and the
Borrower shall have agreed to mutually acceptable terms and conditions of the
Obligations, the loan agreement, and the other instruments and proceedings
relating to the Obligations and that the Obligations shall have been issued and sold.
If the events set forth herein do not take place within the time set forth above, or any
extension thereof, and the Obligations are not issued and sold within such time, this
Resolution shall expire and be of no further effect.
8. No Guaranty of City. The adoption of this Resolution does not
constitute a guaranty or firm commitment that the City will issue the Obligations as
requested by the Borrower. The City retains the right in its sole discretion to
withdraw from participation and accordingly not to issue the Obligations, or issue
the Obligations in an amount less that the amount referred to herein, should the City
at any time prior to issuance thereof determine that it is in the best interest of the
City not to issue the Obligations, or to issue the Obligations in an amount less than
the amount referred to in paragraph 1 hereof, or should the parties to the
transaction be unable to reach agreement as to the terms and conditions of any of
the documents required for the transaction.
9. Borrower Expenditures. In anticipation of the issuance of the
Obligations to finance all or a portion of the Project, and in order that completion of
the Project will not be unduly delayed when approved, the Borrower is authorized to
make such expenditures and advances toward payment of that portion of the costs
of the Project as the Borrower considers necessary, including the use of interim,
short-term financing, subject to reimbursement from the proceeds of the Obligations
if and when delivered but otherwise without liability on the part of the City.
10. Effective Date. This Resolution shall take effect immediately upon
adoption.
Adopted by the City Council of the City of Richfield, Minnesota, this 9th day of
November, 2010.
Debbie Goettel, Mayor
Attest:
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Nancy Gibbs, i y Clerk