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10-10442rRESOLUTION NO. 10442 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF EDUCATIONAL FACILITIES REVENUE BONDS (ACADEMY OF HOLY ANGELS PROJECT), SERIES 2010A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $1,000,000, AND TAXABLE EDUCATIONAL FACILITY REVENUE BONDS (ACADEMY OF HOLY ANGELS PROJECT), SERIES 20108, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $250,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND CERTAIN RELATED DOCUMENTS; AND PROVIDING~FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE BONDS WHEREAS, the City of Richfield, 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 through 469-1651, 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; and WFIEREAS, the City has received a request from Academy of Holy Angels, a Minnesota nonprofit corporation (the "Borrower"), that the City issue its (i) Educational Facilities Revenue Bonds (Academy of Holy Angels Project); Series 2010A, in the original aggregate principal amount of $1,000,000 (the "Series 2010A Bonds"), and (ii) Taxable Educational Facilities Revenue Bonds, Series 20106, in the original aggregate principal amount of $250,000 (the "Series 20106 Bonds," and collectively with the Series 2010A Bonds, the "Bonds"), and loan the proceeds derived from the sale of the Bonds to the Borrower (the "Loan"); and WHEREAS, the proceeds of the Loan are proposed to be applied by the Borrower to (i) finance -costs related to the installation and repair of a roof on the Borrower's educational facility (the "Facility"), located at 6600 Nicollet Avenue South in the City (the "Project"), and (ii) pay a portion of the costs of issuance of the Bonds; and WHEREAS, the City prepared an Application to the Minnesota Department of Employment and Economic Development ("DEED") for approval of the Project pursuant to the requirements of Section 469.154 of the Act, and the City is in receipt of the approval of DEED for the Project, which approval is dated November 15, 2010; and WHEREAS, a notice of a public hearing (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 the Sun Sailor, the official newspaper of the City and a newspaper of general circulation in the City not less than fourteen (14) days nor more than thirty (30) days before the regularly scheduled meeting of the City Council of the City on November 9, 2010; and 1123Ho1y Angels Conduit Debt Final WHEREAS, on November 9, 2010, the City Council of the City conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing,,on the proposed issuance of the Bonds and the location and nature of the Project; and WHEREAS, Wells Fargo Securities, LLC (the "Lender"} has agreed to purchase the _ Bonds 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 Bonds are proposed to be loaned to the Borrower under the terms of a Loan Agreement, dated as of December 1, 2010 (the "Loan Agreement"), between the City and the Borrower, and applied by the Borrower, together with other funds of the Borrower, to finance the Project and to pay certain costs of issuing the Bonds, and WHEREAS, the loan repayments required fio be made by the Borrower under the .terms of the Loan Agreement will be assigned from the City to the Lender under the terms of an Assignment of Loan Agreement, dated as of December 1, 2010 (the "Assignment"), between the City, the Borrower, and the Lender; and WHEREAS, the Bonds and the interest on the Bonds: (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 or give rise to a pecuniary liability of the City nor 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. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA, AS FOLLOWS: 1. Authorization of Bonds. For the purpose of financing the Project and paying a portion of the costs of issuing the Bonds, there is hereby authorized the issuance of the Bonds in the original aggregate principal amount of $1,250,000 (consisting of an aggregate principal amount of $1,000,000 for the Series 2010A Bonds and an aggregate principal amount of $250,000 for the Series 20106 Bonds). The Bonds shall bear interest at such rates, be in such denomination, be numbered, dated, mature, subject to redemption prior to maturity, in such forms, and have such other details and provisions as are prescribed by the forms of the Bonds on file with the -City on the date hereof. All of the provisions of the Bonds, 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 Bonds shall be substantially in the form on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the principal amounts of the Bonds, the determination of the initial interest rates on the Bonds, and changes to the terms of redemption of the Bonds) as the Mayor and the 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. 2. Special, Limited Obligations. The Bonds shall be special limited obligations of the City payable solely from revenues of the Facility, in the manner provided in this Resolution and the Loan Agreement. The Bonds do not constitute general or moral obligations 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 Bonds 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 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 Bonds, and to the execution of the aforementioned documents have happened, exist, .and have been performed as so required by law. 3. Loan Documents. The proceeds derived from the sale of the Bonds 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 Bonds when due. 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 Bonds pursuant to the terms of the Assignment. The Bonds, 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 su_ ch determination. The Bonds, 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. 4. Disclosure. The City has not participated in the preparation of any disclosure documents relating to the offer and sale of the Bonds and has made no independent investigation with respect to the information contained in any such disclosure documents. The City assumes no responsibility for the sufFciency, accuracy, or completeness of any information set forth in any such disclosure documents. 5. Bond Proceedings. The Mayor, the City Manager, and other ofFcers 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 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the B_ onds as such facts appear from the books and records in the ofFcers' 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. 6. Additional Documents. 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 of the City are 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 Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers are specifically authorized to execute and deliver a general certificate of the City and an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038 (Rev. June 2010), relating to the Series 2010A Bonds. 7. Representations of City; No Liability. 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 respective 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 Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 8. No Other Rights or Remedies. 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 Bonds, 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 Bonds issued under the provisions of this Resolution and the Loan Agreement, and the Borrower to the extent expressly provided in the Loan Agreement. 9. Illegality. In case any one or more of the provisions of this Resolution, or of the documents mentioned herein, 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. 10. Performance of Acts and Conditions. 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 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 Bonds, 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. Further Authorizations. The members of the City. Council, officers of the City, and attorneys and other agents or employees of the City are 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 tb above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Loan Agreement, the Assignment, and the other documents referred to above, and this Resolution. 12. City Designees. 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, 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. Effective Date. This Resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Richfield, Minnesota, this 23rd day of November, 2010. 4 Debbie Goettel, Mayor Attest: Nancy Gibbs, Clerk