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HomeMy WebLinkAbout2010-019 CITY OF ARDEN HILLS,MINNESOTA RESOLUTION NO.2010-019 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF EDUCATIONAL FACILITIES REVENUE NOTES (NORTHWESTERN COLLEGE PROJECT), - SERIES 2010; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTES AND THE RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE NOTES BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota (the "City"), as follows: Section 1. Recitals. 1.01. The City is a statutory city organized and existing under the Constitution and laws of the State of Minnesota. 1.02. Pursuant to Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), the City is authorized to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment or extension of a project, defined in the Act as including any properties, real or personal, used or useful in connection with a revenue-producing enterprise. 1.03. Northwestern College, a Minnesota nonprofit corporation(the"Borrower"), has proposed that the City issue tax-exempt revenue obligations pursuant to the Act in one or more series in the approximate principal amount not to exceed $9,000,000 (the "Notes") and loan the proceeds of the Notes to the Borrower to finance the acquisition, construction and equipping of a portion of an approximately 70,000 square foot student center facility, which will provide new dining facilities, an expanded campus store, student lounges, study areas, office space for student organizations, classrooms, and meeting spaces, to be located on the portion of the Northwestern Campus located within the City. The portion of the student center facility to be financed with the proceeds of the Notes will include student lounges, study areas, student development offices and meeting space for student organizations, common areas, offices, the print shop, mail and shipping areas, receiving area, a conference room, the bookstore, the bookstore storage area, bookstore equipment, the telecommunications room, and a proportionate share of the mechanical room, electrical, elevators, stairs, bathrooms, janitors' closets, hallways, furniture, signage, general equipment and furniture, site work, technology wiring, and technology equipment (collectively,the"Project"). 1.04. The City has 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. 1.05. Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder, requires that prior to the issuance of the Notes, the City Council of the City (the "Council") approve the Notes after conducting a public hearing thereon preceded by publication of a notice of public hearing (in the form required by Section 147(f) of the Code and 1 applicable regulations) in a newspaper of general circulation at least fourteen(14) days prior to the public hearing date. On November 30, 2009, the Council conducted a duly noticed 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 Notes. 1.06. Certain accredited investors and financial institutions (collectively, the "Purchasers") have agreed to purchase the Notes through a private placement in minimum denominations of$100,000 in a manner consistent with the policies of the City relating to the issuance and sale of non-rated conduit bonds. 1.07. The proceeds derived from the sale of the Notes are proposed to be loaned to the Borrower under the terms of a Loan Agreement, dated on or after April 1, 2010 (the "Loan Agreement"), between the City and the Borrower, and will be applied by the Borrower, together with other funds of the Borrower, to finance the acquisition, construction and equipping of the Project and the payment of certain expenses incurred in connection with the issuance of the Notes. 1.08. The loan repayments required to be made by the Borrower under the terms of the Loan Agreement will be assigned to the Purchasers under the terms of an Assignment of Loan Agreement, dated on or after April 1, 2010 (the"Assignment"),between the City and the Purchasers. 1.09. The Notes and the interest and any premium on the Notes: (1) 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; (111) 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. Section 2. The Notes. 2.01. The City acknowledges, finds, determines, and declares that: (1) the issuance of the Notes is authorized by the Act; (ii) the application of the proceeds of the Notes to finance the acquisition, construction and equipping of the Project is consistent with and furthers the purposes of the Act; and (Ili) the facilities financed with the proceeds of the Notes constitute a "project" within the meaning of Section 469.153, subdivision 2(b)of the Act. 2.02. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Notes in one or more series in the maximum aggregate principal amount not to exceed $9,000,000. The Notes shall be designated, 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 set forth in the form of the Note now on file with the City, with the amendments referenced herein. The City hereby authorizes the Notes to be issued as "tax-exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Notes, when executed as authorized herein, 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 Notes 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 aggregate principal amount of the Notes, the stated maturities of the Notes and the maturity dates, the interest rates on the Notes, and the terms of redemption of the Notes) as the Mayor of the City (the "Mayor") and the City Administrator of the City (the "City Administrator"), in their discretion, shall determine. The execution of the Notes with the 2 manual or facsimile signatures of the Mayor and the City Administrator and the delivery of the Notes by the City shall be conclusive evidence of such determination. 2.03. The Notes shall be special limited obligations of the City the proceeds of which shall be disbursed pursuant to the terms of the Loan Agreement, and the principal, premium, and interest on the Notes shall be payable solely from the proceeds of the Notes, the revenues derived from the Borrower pursuant to the terms of the Loan Agreement, and other security pledged by the Borrower to the Purchasers. Section 3. Note Documents. 3.01. The Mayor and City Administrator are hereby authorized and directed to execute and deliver the Loan Agreement and the Assignment. All of the provisions of the Loan Agreement and the Assignment, when executed and delivered as authorized herein, 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 Loan Agreement and the Assignment shall be substantially in the forms on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator shall be conclusive evidence of such determination. 3.02. The Notes shall be revenue obligations of the City the proceeds of which shall be disbursed pursuant to the terms of the Loan Agreement, and the principal, premium, and interest on the Notes shall be payable solely from the proceeds of the Notes, the revenues derived from the Loan Agreement, and other security pledged by the Borrower to the Purchasers. 3.03. The City Administrator is hereby appointed as the initial paying agent, bond registrar, and tender agent with respect to the Notes. Section 4. Closing,Documents. 4.01. The Mayor and City Administrator are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Notes, including one or more certificates of the City, an endorsement of the City to a tax certificate of the Borrower, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Notes. The City hereby approves the execution and delivery by the Borrower of a Tax Exemption Agreement, dated on or after April 1, 2010 (the "Tax Exemption Agreement"), between the Borrower and the Purchasers, and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Notes that require execution by the Borrower. 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 Notes. 4.02. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or the Council 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 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 herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any 3 member of the Council, or any officer, agent, or employee of the City in that person's individual capacity, and neither the Council nor any officer or employee executing the Notes shall be liable personally on the Notes 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 Notes, or in any other document relating to the Notes, 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 pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and the Assignment which are to be applied to the payment of the Notes, as provided therein. 4.03. The City has not participated in the preparation of any disclosure documents relating to the offer and sale of the Notes (the "Disclosure Documents"), and has made no independent investigation with respect to the information contained therein and the City assumes no responsibility for the sufficiency, accuracy, or completeness of any such information. Section 5. Miscellaneous Provisions. 5.01. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents, expressed or implied, is intended or steal.1 be construed to confer upon any person, firm, or corporation, other than the City or any holder of the Notes 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 and any holder from time to time of the Notes issued under the provisions of this resolution. 5.02. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 2.03 hereof, or of the aforementioned documents, or of the Notes 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 Notes,but this resolution, the aforementioned documents, and the Notes shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 5.03. Notwithstanding anything in this resolution to the contrary, the approvals and authorizations given herein are specifically subject to and contingent upon the receipt of an approval of the Project by the Minnesota Department of Employment and Economic Development. 5.04. The City acknowledges, finds, determines, and declares that the issuance of the Notes is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Notes and the other actions of the City under this resolution, the Notes, the Loan Agreement, and the Assignment constitute a public purpose and are in the best interests of the City. 5.05. The Notes, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Notes 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 Notes, 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 by law. 4 5.06. The officers of the City, bond counsel, other attorneys, engineers, 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 Notes for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Notes, the aforementioned documents, and this resolution. In the event that for any reason the Mayor is unable to execute and deliver the documents referred to in this resolution or carry out any of the other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution and delivery or acts on behalf of the City with full force and effect, which execution and delivery or acts shall be valid and binding on the City. If for any reason the City Administrator is unable to execute and deliver the documents referred to in this resolution or carry out any of the other acts provided herein, any persons delegated the duties of the City Administrator shall be authorized to act in the capacity of the City Administrator and undertake such execution and delivery or acts on behalf of the City with full force and effect, which execution and delivery or acts shall be valid and binding on the City. 5.07. The City understands that the Borrower will pay directly any and all costs paid or incurred by the City in connection with the transactions authorized by this resolution, whether or not the Notes are issued. 5.08. The City acknowledges that pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended by Section 1502 of the American Recovery and Reinvestment Tax Act of 2009, the Borrower has designated the Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. 5.09. This resolution shall be in full force and effect from and after its passage. 5 Adopted by the City Council of the City of Arden Hills,Minnesota,this 29th day of March,2010. CITY OF ARDEN HILLS,MINNESOTA By Atanley stead, a O Attest: By-.4-�,A im Susan Iverson,Acting City Administrator/Deputy Clerk AR200-9(JAE) 363785v2 6