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HomeMy WebLinkAbout2025-059 It ,-AEN HILLS CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2025-059 RESOLUTION APPROVING THE ISSUANCE OF AN EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE, SERIES 2025 (ST. ODILIA SCHOOL PROJECT) BE IT RESOLVED, by the City Council of the City of Arden Hills, Minnesota, as follows: Section 1. Definitions. The terms used in this Resolution (1) have the meanings assigned below or (2) the meanings assigned to them in the Loan Agreement, unless the context, use, or the rules of grammar indicate another or differing meaning or intent, have the meanings assigned below: a. 2017 Note: the City of North Oaks'$4,900,000 Educational Facilities Revenue Note, Series 2017 (St. Odilia School Project) dated May 4, 2017, issued to finance the Project. b. Acts: Minnesota Statutes, Sections 469.152 through 469.1655, as amended, and Minnesota Statutes, Section 471.656, as amended. C. Assignment Agreement: the Assignment Agreement to be entered into between the Issuer, the Borrower, and the Lender. d. Authorized Officers: the Mayor and City Administrator of the Issuer, or any other person authorized under Section 8 of this Resolution entitled "Absent or Disabled Officers". e. Bond Counsel: the law firm of Fryberger, Buchanan, Smith & Frederick, P.A. f. Borrower: The Church of St. Odilia, of Shoreview, Minnesota. g. Code: the Internal Revenue Code of 1986, as amended. h. Compliance Policy: the Issuer's Post-Issuance Debt Compliance Policy, previously adopted by the Issuer. i. DEED: the Minnesota Department of Employment and Economic Development. j. DEED Application: DEED's Application for Approval of Local Bond Financing — Pursuant to Minn. Stat. 469.152 — 469.1655. k. Documents: the Issuer Documents and any other documents required for the issuance of the Obligations. Yage 1 I. Financing Purposes: refinancing the Project by redeeming and prepaying the 2017 Note, and paying costs of issuance of the Obligations. M. Governing Body: the City Council of the Issuer. n. Host City: the City of Shoreview, Minnesota. o. Issuer: the City of Arden Hills, Minnesota. P. Issuer Documents: the Assignment Agreement, the Compliance Policy, the DEED Application, and the Loan Agreement. q. Issuer's Counsel: the law firm of Kennedy & Graven, Chartered, Minneapolis, Minnesota. r. Lender: Premier Bank, a Minnesota Corporation, with an office located in Maplewood, Minnesota. S. Loan: the loan of the proceeds of the Obligations by the Issuer to the Borrower pursuant to the Loan Agreement. t. Loan Agreement: the Loan Agreement to be entered into between the Issuer and the Borrower and acknowledged by the Lender. U. Obligations: the Issuer's tax-exempt 501(c)(3) Educational Facilities Revenue Refunding Note, Series 2025 (St. Odilia School Project), in the maximum aggregate principal amount of $1,700,000. V. Project: the non-religious portions of (a) the construction of an approximately 18,872 square-foot two-story addition to the current school building to include school administration offices, a multi-purpose staff/youth room, locker rooms, specialty classrooms for a learning lab and science and computer instruction, a library/media center, an elevator and ADA accessible restrooms; (b) renovations to the existing building including an addition of a new linking upper level corridor for access to the south education wing and remodeling to convert (i) the current library, computer lab space and a special services classroom into four classrooms, and (ii) two existing classrooms into a large motor skills preschool room; and (c) site improvements to the exterior of the buildings, including moving the preschool playground and bus parking improvements, all originally financed by the 2017 Note and located at 3495 Victoria Street North, Shoreview, Minnesota. W. Qualified Services and Activities: educational services and activities as an elementary, secondary, or postsecondary school with revenue-producing facilities, and as are undertaken by organizations described in Section 501(c)(3) of the Code. X. Redemption Date: the earliest date on which the 2017 Note can be redeemed in accordance with its terms and conditions. Y. Refunding: the refinancing of the outstanding principal amount of the 2017 Note, and accrued interest thereon to the Redemption Date. Z. Registered Owner: the Lender, as the initial owner of the Obligations and its successors and assigns. Page 2 aa. Registrar: bond registrar and transfer agent for the Obligations. bb. State: the State of Minnesota. Section 2. Summary of the Documents. Bond Counsel has provided the following information relating to the Documents: a. The Obligations will be issued and sold by the Issuer and purchased by the Lender. b. In the Loan Agreement, the Issuer loans the proceeds of the sale of the Obligations to the Borrower, and the Borrower agrees to repay the loan in the amounts and at the times required to pay the principal of, premium, if any, and interest on the Obligations in full when due. C. In the Assignment Agreement, the Issuer pledges and grants a security interest in all of its right, title and interest in the Loan Agreement (except for certain rights of the Issuer to payment, indemnification and enforcement) to the Lender. d. The Compliance Policy is recommended by the Internal Revenue Service and describes the steps the Issuer will take to comply with the applicable provisions of the Code, including but not limited to requiring the Borrower to assume the responsibility for compliance, in all respects, with the provisions of the Code applicable to the Obligations. e. The DEED Application is required by the Acts to be submitted by the Issuer to DEED and to be approved by DEED as a condition precedent to the lawful issuance of the Obligations. Section 3. Recitals Regarding Proceedings. The Governing Body makes the following recitals of fact: a. The Governing Body scheduled a public hearing on issuing the Obligations and the proposal to refinance the Project, in an amount not to exceed $1,700,000. b. A notice of public hearing was published in the Pioneer Press, the Issuer's official newspaper, and a newspaper of general circulation in the Issuer, with respect to (i) the required public hearing to be held by the City under Section 147(f) of the Code; (ii) the required public hearing under Section 469.154, subdivision 4 of the Acts; and (iii) the approval of the issuance of the Obligations. The notice was published at least 10 days prior to the date of the public hearing. C. On the date hereof, the Governing Body of the Issuer conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, with respect to the proposed issuance of the Obligations and the refinancing of the Project. d. Drafts of the Documents have been submitted to the Issuer and are on file in its administrative offices. Page 3 Section 4. Recitals Regarding the Borrower and the Financing Purposes. The Governing Body makes the following recitals of fact: a. Bond Counsel has represented to the Issuer that under the Acts, the Issuer is authorized and empowered to issue revenue obligations for the Financing Purposes; b. The Borrower has represented to the Issuer that it is exempt from federal income taxation under Section 501(a) of the Code, as a result of the application of Section 501(c)(3) of the Code. The Borrower has further represented to the Issuer that: (i) it is a Minnesota religious nonprofit corporation and organization described in Section 501(c)(3) of the Code, the corporate offices of which are located at 3495 Victoria Street North; (ii) it is engaged in Qualified Services and Activities; (iii) conventional financing to refinance the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of its operations would be significantly reduced; (iv) on the basis of information submitted to the Borrower and their discussions with representatives of area financial institutions and potential buyers of tax-exempt bonds, the Obligations could be issued and sold upon favorable rates and terms to refinance the Project; (v) the Project would not have been undertaken as described but for the availability of financing under the Acts; and (vi) no public official of the Issuer has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. C. The Borrower has agreed to pay the administrative fees of the Issuer and pay, or, upon demand, reimburse the Issuer for payment of, any and all costs incurred by the Issuer in connection with the issuance of the Obligations, whether or not the Obligations are issued. d. The Governing Body has relied without independent investigation on written representations and opinions of the Borrower, its consultants, and Bond Counsel that the Project to be refinanced by the Obligations qualifies as a "project"defined in Sections 469.153, subdivision 2(b) and 469.155, subdivision 4, of the Acts. Section 5. Findings. The Governing Body finds, determines and declares as follows: a. The welfare of the State requires the provision of necessary Qualified Services and Activities so that adequate Qualified Services and Activities are available to residents of the State at reasonable cost. b. On the basis of information made available to the Issuer by the Borrower it appears, and the Issuer finds, that: (i) the Project constitutes properties, used or useful in connection with a revenue producing enterprise; (ii) the Project furthers the purposes stated in the Acts; (iii) the Project would not have been undertaken but for the availability of financing under the Acts and the willingness of the Issuer to furnish financing; (iv) the Borrower is a "qualifying organization" under Section 469.155, subdivision 4 of the Acts; and (v) due, in part, to the ability to finance and refinance the Project under the Acts, the Borrower has been able to and will continue to provide adequate Qualified Services and Activities to residents at a reasonable cost. Page 4 Section 6. The Project and the Obligations. a. The Issuer hereby authorizes the issuance of the Obligations in the aggregate principal amount to exceed $1,700,000 to refund the 2017 Note and thereby refinance the Project. The Issuer hereby further authorizes the issuance of the Obligations substantially in form and with the terms set forth in the form of the Obligations now on file with the Issuer, with such variations, omissions and insertions therein as may be necessary and appropriate and approved by Issuer's Counsel and Bond Counsel. b. The offer of the Lender to purchase the Obligations at the price of par plus accrued interest, if any, to the date of delivery at the interest rate or rates specified in the Obligations is hereby accepted. Upon approval of the Project by DEED, the Authorized Officers are authorized and directed to prepare and execute the Obligations as prescribed in the Loan Agreement and the Obligations shall be delivered to the Lender. The execution of the Obligations by the Authorized Officers as provided herein is conclusive evidence of approval of the Obligations in accordance with the terms of this Resolution. Section 7. Approval and Execution of Issuer Documents and Documents. a. The Issuer Documents are made a part of this Resolution and are approved in substantially the forms on file with the Issuer. Upon approval of the Project by DEED, the Authorized Officers are authorized and directed to prepare, execute, acknowledge and deliver (as applicable) the Issuer Documents and any other Documents with changes, insertions and omissions approved by Issuer's Counsel and by Bond Counsel. The seal of the Issuer may be omitted as allowed by law. b. The Authorized Officers and other officers and members of the Issuer (individually or with one or more other officers and members of the Issuer) are authorized and directed to (i) execute and deliver the Documents, and all other documents which may be reasonably required under the terms of the Issuer Documents or the Obligations or by Bond Counsel; (ii) take any other action required or deemed appropriate on the advice of Issuer's Counsel or by Bond Counsel for the performance of the Issuer's duties necessary to carry out the Financing Purposes, the terms of the Issuer Documents, and the requirements of the Acts and the Code; and (iii) furnish certified copies of this Resolution, all proceedings and records of the Issuer relating to the Obligations, and any other affidavits and certificates required, in the opinion of Bond Counsel, to show the facts relating to the Issuer respecting the Obligations, as the facts appear from the books and records in the Issuer's custody and control or as otherwise known to them. C. The execution by the Authorized Officers of the Issuer Documents and the Documents is conclusive evidence of their approval in accordance with the terms of this Resolution. Section 8. Absent or Disabled Officers. If any of the Authorized Officers or any other officer, employee or agent of the Issuer specifically authorized in this Resolution to execute Issuer Documents, Documents or the Obligations on behalf of the Issuer: a. ceases to be an officer, employee or agent of the Issuer after he or she has executed any certificate, instrument or other written document, the validity or Page 5 enforceability of the certificate, instrument or other written document signed by them is not affected; and b. is unable to execute and deliver documents referred to in this Resolution, such documents may be executed by any member of the Issuer's City Council or any officer of the City delegated the duties of any Authorized Officer with the same force and effect as if such documents were executed by an Authorized Officer. Section 9. Future Amendments. a. After the adoption of this Resolution, but prior to the issuance and delivery of the Obligations to the Lender, the original aggregate principal amount of the Obligations, the maturity date of the Obligations, the principal amount of the Obligations due on each payment date, the interest rate of the Obligations, the date of the documents referenced in this Resolution and the Obligations, and the terms of redemption of the Obligations may be established or modified by the Borrower with the approval of the Authorized Officers and Issuer's Counsel; provided that the aggregate principal amount of the Obligations may not be increased from the amount set forth in this Resolution. b. The authority to approve, execute and deliver, on behalf of the Issuer, future amendments to the Loan Agreement are delegated to the Authorized Officers, subject to the conditions established in the Assignment and Loan Agreement; provided that the Governing Body of the Issuer must approve any changes which, in the opinion of Issuer's Counsel and Bond Counsel affect the Unassigned Rights, as defined in the Loan Agreement. C. The authorization given above is an authorization for the execution and delivery of any certificates and related items required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Authorized Officers is conclusive evidence of the approval in accordance with the terms of this Resolution. Section 10. Registration. a. Registered Form. The Obligations must be issued only in fully registered form. The Obligations will be numbered No. R-1 and upward, if applicable, in denominations specified by the Registered Owner. b. Registration, Transfer and Exchange. The Issuer appoints the Issuer's Finance Director as Registrar. The effect of registration and the rights and duties of the Issuer with respect thereto are as follows: i. Register. The Registrar must keep a bond register for the Obligations in which the Registrar provides for the registration of ownership of the Obligations and the registration of transfers and exchanges of the Obligations. ii. Transfer of Obligations. Subject to the provisions of clause x of this subsection, upon surrender for transfer of an Obligation duly endorsed by the Registered Owner or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Registered Owner or by an attorney duly authorized by the Registered Owner in Page 6 writing, the Registrar will authenticate and deliver, in the name of the designated transferee, one new Obligation in an aggregate principal amount equal to the then outstanding principal amount of the Obligation so surrendered and of like maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date until the next interest payment date. iii. Issuance of New Obligations. Subject to the provisions of clause x of this subsection, the Issuer, at the request and expense of the Registered Owner, must issue new Obligations in aggregate outstanding principal amount equal to that of the Obligations surrendered, and of like tenor except as to number, principal amount, and, if applicable, the amount of the monthly installments payable under the surrendered Obligations, and registered in the name of the Registered Owner or transferee designated by the Registered Owner. iv. Exchange of Obligations. When an Obligation is surrendered by the Registered Owner for exchange the Registrar will authenticate and deliver one new Obligation in an aggregate principal amount equal to the then outstanding principal amount of the Obligation surrendered and of like maturity, as requested in writing by the Registered Owner or the Registered Owner's attorney. V. Cancellation. An Obligation surrendered upon any transfer or exchange will be promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer. vi. Improper or Unauthorized Transfer. When an Obligation is presented to the Registrar for transfer, the Registrar may refuse to transfer the Obligation so presented until the Registrar is satisfied that the endorsement on the Obligation or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. vii. Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name an Obligation is registered in the bond register as the absolute owner of the Obligation, whether the Obligation is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Obligation and for all other purposes, and payment so made to a Registered Owner or upon the Registered Owner's order will be valid and effectual to satisfy and discharge the liability upon the Obligation to the extent of the sum or sums so paid. viii. Taxes, Fees and Charges. For a transfer or exchange of an Obligation, the Registrar may impose a charge upon the Registered Owner sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. ix. Mutilated, Lost, Stolen or Destroyed Obligations. If an Obligation becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Obligation of like amount, number, maturity date, redemption privilege and Page 7 tenor in exchange and in substitution for and upon cancellation of the mutilated Obligation or in lieu of or in substitution for any Obligation destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar and Issuer in connection therewith; and, in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to the Registrar that the Obligation was destroyed, stolen or lost, and of its ownership, and upon furnishing to the Registrar and Issuer of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the Issuer and the Registrar must be named as obligees. An Obligation so surrendered to the Registrar will be canceled by the Registrar. If the mutilated, destroyed, stolen or lost Obligation has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Obligation prior to payment. X. Limitation on Transfers. The Obligations have been issued without registration under state or other securities laws, pursuant to an exemption for issuance; and accordingly an Obligation may not be assigned or transferred in whole or part, nor may a participation interest in an Obligation be given pursuant to any participation agreement, except in accordance with an applicable exemption from registration requirements. In no event may any participation interest in an Obligation be in an initial principal amount of less than $100,000. Section 11. Limitations. a. Special, Limited Obligations of the Issuer. The Obligations shall be special, limited obligations of the Issuer, and the principal of, premium, if any, and interest on the Obligations shall be payable solely from the proceeds of the Obligations, the revenues derived from the Borrower pursuant to the Loan Agreement, Assignment Agreement and any and all other security of any kind or nature provided by the Borrower to the Lender. The revenues and proceeds derived from the Issuer Documents are specifically pledged to the payment of the principal of and interest on the Obligations in the manner and to the extent specified in this Resolution, the Obligations, and the Documents; and nothing in this Resolution, the Obligations, or the Documents assigns, pledges or otherwise encumbers any other funds or assets of the Issuer.The Obligations do not constitute a general or moral obligation of the Issuer, or a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer, except the portion of the Project mortgaged or otherwise encumbered under the provisions and for the purposes of the Acts. Notwithstanding anything contained in the Resolution, the Obligations or the Documents or any other document referred to in the Resolution, the Obligations or the Documents to the contrary, under the provisions of the Acts, the Obligations may not be payable from nor charged upon any funds other than the revenue pledged to its payment under the Issuer Documents. No holder of the Obligations will ever have the right to compel any exercise of the taxing power of the Issuer to pay the Obligations or the interest thereon, or to enforce payment of the Obligations against any property of the Issuer except the portion of the Project mortgaged or otherwise encumbered under the provisions and for the purpose of the Acts. The Obligations are not a debt of the Issuer within the meaning of any constitutional or statutory limitation. However, nothing impairs the rights of the holder of the Obligations to enforce covenants made for the security of the Obligations as provided in Section 469.163 of the Acts. Page 8 b. Limitation of Liability. The Issuer is not subject to any liability on the Obligations. No agreement, covenant or obligation contained in this Resolution or in the Documents is an agreement, covenant or obligation of any member of the Governing Body, or of any officer, employee or agent of the Issuer in that person's individual capacity. Neither the members of the Governing Body, nor any officer executing the Obligations or the Documents, is liable personally on the Obligations or subject to any personal liability or accountability by reason of the issuance of the Obligations or execution of the Documents. C. Limitation on Rights Conferred. Nothing in this Resolution or in the Documents will or is intended to be construed to confer upon any person (other than as provided in the Obligations, the Issuer Documents, and the other agreements, instruments and documents by approved in this Resolution) any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision of this Resolution. Section 12. Offering and Disclosure Materials. The Issuer has not participated in the preparation of or reviewed any offering or disclosure materials with respect to the offer and sale of the Obligations and the Issuer makes no representations or warranties whatsoever regarding the necessity, sufficiency, accuracy, fairness, completeness or adequacy of any disclosure with respect to the offer and sale of the Obligations. Section 13. Conditions Precedent. a. Notwithstanding anything in this Resolution to the contrary, the issuance and delivery of the Obligations is subject to and contingent upon the following: i. the Host City has consented to the issuance by the Issuer of the Obligations refinancing the Project; ii. the receipt of approval of the Project by DEED; and iii. the Issuer Documents, Documents, and all other documents required for the issuance of the Obligations have been executed and delivered to the Issuer, Issuer's Counsel, Lender, Borrower, and Bond Counsel, as applicable. Section 14. Refundinq. a. It is found and determined that based on representations of the Borrower, the proceeds of the Obligations along with other moneys available to the Borrower are sufficient to prepay the entire amount of the outstanding principal of, accrued interest on and redemption premium (if any) on, the 2017 Note on the Redemption Date. b. The Issuer authorizes the refunding and redemption of the 2017 Note on the Redemption Date and authorizes the Borrower and its officers and agents to take all actions required to provide for the refunding and redemption of the 2017 Note in accordance with its terms, including mailing or publishing or both, any required notice of call for redemption. Page 9 Section 15. DEED Approval; Conditions Precedent. a. The Authorized Officers are authorized and directed to work with Bond Counsel to facilitate submission of the DEED Application to DEED, and other officers, employees and agents of the Issuer are authorized to provide DEED with any information it requires. Bond Counsel is authorized and directed to submit the DEED Application to DEED requesting approval. b. Notwithstanding anything in this Resolution to the contrary, delivery of the Obligations, the Issuer Documents and Documents is subject to and contingent upon approval by DEED. Section 16. Bank Qualification. In order to qualify the Obligations as "qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the Code, the Issuer makes the following factual statements and representations: a. based upon representations of the Borrower, the Obligations are not treated as "private activity bonds" under Section 265(b)(3) of the Code, as they are"qualified 501(c)(3) bonds" under Section 145 of the Code; b. the Issuer hereby designates the Obligations as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; C. the reasonably expected amount of all tax-exempt obligations which have been and will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during the calendar year in which the Obligations are issued will not exceed $10,000,000; and d. not more than $10,000,000 of tax-exempt obligations issued by the Issuer during the calendar year in which the Obligations have been issued have been or are expected to be designated for purposes of Section 265(b)(3) of the Code. Section 17. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. Section 18. Effective Date. This resolution shall be in full force and effect from and after its approval.The approvals contained in the Resolution are effective for one year after the date hereto. Page 10 Adopted: September 8, 2025. Mayor ATTEST: City Ad nr§tr To view the final document, access adopted Resolutions via Arden Hills Public Laserfiche Weblink by visiting cityofardenhills.org and clicking on Archived Documents under Helpful Links on our main webpage. Page 11 EXTRACT OF MINUTES OF A REGULAR MEETING OF THE COUNCIL OF THE CITY OF ARDEN HILLS, MINNESOTA Pursuant to due call and notice, a regular meeting of the City Council of the City of Arden Hills, Minnesota, was duly called and held at City Hall located at 1245 West Highway 96, on Monday, September 8, 2025, at 7:00 p.m. The following members were present: Mayor Grant and Councilmembers Holden, Monson, Rousseau and Weber and the following members were absent: None MOTION: Member Monson moved to adopt Resolution No. 2025-059, entitled "RESOLUTION APPROVING THE ISSUANCE OF AN EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE, SERIES 2025 (ST. ODILIA SCHOOL PROJECT)" SECOND: Member Holden RESULT: On a roll call vote the motion was carried. Ayes: Mayor Grant, Councilmembers Holden, Monson, Rousseau and Weber Nays: Not Voting: Absent: