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HomeMy WebLinkAboutCity Council Resolution 2008-244CERTIFICATION OF MINUTES RELATING TO REVENUE NOTE, SERIES 2008 (WEST LUTHERAN HIGH SCHOOL PROJECT) Issuer: City of Plymouth, Minnesota Governing body: City Council Kind, date, time and place of meeting: A regular meeting held on August 12, 2008, at 7:00 p.m. at the Council Chambers of City Hall. Members present: Mayor Slavik, Councilmembers Hewitt, Murdock, Stein, Black, Willis, and Bildsoe. Members absent: None. Documents attached: Minutes of said meeting (pages): RESOLUTION NO. 2008-244 RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF OF WEST LUTHERAN HIGH SCHOOL ASSOCIATION AND ITS FINANCING UNDER MINNESOTA STATUTES, SECTIONS 469.152 TO 469.165; REFERRING THE PROPOSAL TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR APPROVAL; PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE NOTE, SERIES 2008 (WEST LUTHERAN HIGH SCHOOL PROJECT) AND EXECUTION OF RELATED DOCUMENTATION I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefiilly compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer on August 12, 2008. City Clerk The Mayor stated that this was the time and place fixed by a resolution of this City, adopted on July 8, 2008, for a public hearing to be held on the proposal that the City undertake and finance a project (the "Project') on behalf of West Lutheran High School Association, a Minnesota nonprofit corporation (the "Corporation"), pursuant to Minnesota Statutes, Sections 469.152 through 469.165, as amended. The City Clerk presented an affidavit showing publication of the notice of public hearing at least once not less than 14 nor more than 30 days prior to the date fixed for the public hearing, in the Plymouth Sun -,Sailor, the official newspaper of the City of Plymouth, Minnesota (the "City"). The affidavit was examined, found to be satisfactory and ordered placed on file with the City Clerk. The Mayor then opened the meeting for the public hearing on the proposal to undertake and finance the Project on behalf of the Corporation. The purpose of the hearing was explained, the nature of the Project and of the proposed revenue Note was discussed, the draft copy of the Application to the Minnesota Department of Employment and Economic Development with draft copies of all attachments and exhibits was available, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake and finance the Project, in response to which the following persons either appeared, were recognized and made statements, or filed written comments with the City Clerk before the date set for the hearing, summaries of which appear opposite their respective names: Name of Speaker Summary of Views 2 The City Clerk [reported that no written comments had been] [read a summary of the written comments] * filed in her office before the date of the hearing. After all persons who wished to do so had stated or filed their views on the proposal, the Mayor declared the public hearing to be closed. *Strike inappropriate language RESOLUTION NO. 2008-244 RESOLUTION GIVING APPROVAL TO A PROJECT ON BEHALF OF WEST LUTHERAN HIGH SCHOOL ASSOCIATION AND ITS FINANCING UNDER MINNESOTA STATUTES, SECTIONS 469.152 TO 469.165; REFERRING THE PROPOSAL TO THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR APPROVAL; PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE NOTE, SERIES 2008 (WEST LUTHERAN HIGH SCHOOL PROJECT) AND EXECUTION OF RELATED DOCUMENTATION BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: SECTION 1 Recitals and Findings 1.1. This Council has received a proposal that the City, pursuant to Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "Act"), issue its revenue note (the "Note") for the purpose of financing a portion or all of the cost of a proposed project (the "Project") on behalf of West Lutheran High School Association, a Minnesota nonprofit corporation (the "Corporation"), consisting of (a) refinancing certain outstanding obligations of the Corporation issued to finance the acquisition, constriction and equipping of the Corporation's facility located at 3350 Harbor Lane North, Plymouth, MN 55447 (the "Facility"); (b) financing certain improvements to the Facility and acquisition of equipment related thereto and (c) financing certain costs of issuance of the Note. 1.2. At a public hearing, duly noticed and held on the date hereof, in accordance with Section 469.154, Subdivision 4 of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, on the proposal to undertake and finance the Project, all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to undertake and finance such project and interested persons were given the opportunity to submit written comments to the City Clerk before the time of the hearing. 1.3. The City hereby finds the following: a) Based on the public hearing, such written comments (if any) and such other facts and circumstances as the Councilmembers deem relevant, the Council finds that it would be desirable and would fiirther the purposes of Minnesota Statutes, Section 469.152, for the City to finance the costs of the Project under the provisions of the Act in the maximum aggregate face amount of $3,000,000, by issuing its Revenue Note, Series 2008 (West Lutheran High School Project). The City is authorized to issue the Note. M b) The Project would not be undertaken but for the availability of Industrial Development bond financing under the Act. c) The loan payments or other amounts payable by the Corporation to the City under the Loan Agreement, as hereinafter defined, shall be sufficient to pay the principal of, and interest and redemption premium, if any, on, the Note as and when the same shall become due and payable. d) There is no litigation pending or, to the best of its knowledge, threatened, against the City relating to the Project or the Note or the Note Documents, as hereinafter defined, or questioning the organization of the City or its power or authority to issue the Note or to execute and deliver the Note Documents required to be executed by the City. e) The execution and delivery of, and the performance of the City's obligations under, the Note and the Note Documents do not and will not violate any material order of any court or other agency of government, or any material provision of any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. f) No Councilmember (i) has a direct or indirect interest in the Project, the Note Documents or the Note, (ii) has a direct or indirect interest in the Corporation, or (iii) has received or will receive any commission, bonus or other remuneration for or in respect of the Project, the Note Documents or the Note. SECTION 2 Determination To Proceed with the Project and Its Financing 2.1. Award. The sale of the Note is hereby awarded to Anchor Bank Wayzata (the "Purchaser"), and the Mayor and City Manager are hereby authorized and directed on behalf of the City to execute and deliver the Note to the Purchaser, subject to the conditions provided in Section 2.2 hereof, upon the terms and in the form provided herein. 2.2. Conditions to Issuance. All details of the Note and the provisions for payment thereof shall be subject to final approval of the Project by the Minnesota Department of Employment and Economic Development (the "Department") and may be subject to such fi rther conditions as the City may specify. 2.3. Limited Liability. No covenant, provision or agreement of the City herein or in the Note, the Note Documents or in any other document executed by the City in connection with the issuance, sale and delivery of the Note, or any obligation herein or therein imposed upon the City or breach thereof, shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers or shall obligate the City financially in any way except with respect to the Loan Agreement, as hereinafter defined, and the application of revenues therefrom and the proceeds of the Note. No failure of the City to comply with any term, condition, covenant or agreement herein or therein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Note. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fiinds or taxing powers of the City. In making the agreements, provisions and covenants set forth herein and in the Note Documents, the City has not obligated itself except with respect to the Loan Agreement and the application of revenues thereunder and the proceeds of the Note. The Note constitutes a special obligation of the City, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement, and does not now and shall never constitute an indebtedness or a loan of the credit of the City, the State of Minnesota or any political subdivision thereof or a charge against the City's general taxing powers within the meaning of any constitutional or statutory provision whatsoever. The Note shall also not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except upon the revenues specifically pledged to the payment thereof. SECTION 3 Approval of Documentation 3.1. Approval of Note Documents. Forms of the following documents relating to the issuance of the Note (the "Note Documents") have been submitted to the Council and are now on file in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement"), between the City and the Corporation, whereby, among other things, the City has agreed to sell the Note to provide fiinds to be loaned to the Corporation to pay the costs of the Project, and the Corporation has agreed to make loan repayments sufficient to pay debt service on the Note when due, and to pay related costs, expenses and fees of the City; (b) an Assignment of Loan Agreement (the "Assignment"), between the City and the Purchaser; (c) a Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage"), between the Corporation and the Purchaser; and (d) the Note. The forms of Note Documents referred to above are approved. The initial Note rate shall not exceed 9%. The Note Documents required to be executed by the City shall be executed in the name and on behalf of the City by the Mayor and City Manager in substantially the form on file, but with such changes therein, not inconsistent with the Act or other law or this Resolution, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Mayor and the City Manager are also authorized and directed to execute such closing certificates and other documents as may be necessary to 6 complete the issuance and delivery of the Note, such officers' approval of which shall be conclusively evidenced by the execution thereof. 3.2. Approval of Application. The Application to the Department (the "Application"), with attachments, is hereby approved, and the Mayor and City Manager are authorized to execute said documents on behalf of the City. In accordance with Section 469.154, Subdivision 3 of the Act, the Mayor and City Manager are hereby authorized and directed to cause the Application to be submitted to the Department for approval of the Project. The Mayor and City Manager and other officers, employees and agents of the City are hereby authorized and directed to provide the Department with any information needed for this purpose. SECTION 4 General 4.1. Execution and Delivery of Note. The Note shall be executed by the facsimile signatures of the Mayor and the City Manager, and the Note shall be delivered to the Purchaser upon payment of the agreed purchase price therefor, and upon receipt by the Purchaser of the signed legal opinion of Dorsey & Whitney LLP, of Minneapolis, Minnesota, bond counsel, and the other documents required by the Note Documents and the City. 4.2. Information Required. The Mayor, City Manager and other officers of the City are authorized and directed to prepare and fiirnish to Dorsey & Whitney LLP, bond counsel, the Corporation, and the Purchaser certified copies of all proceedings and records of the City relating to the Project and the Note, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore fiirnished, shall constitute representations of the City as to the truth of all statements contained therein. 4.3. Costs. The Corporation has agreed to pay directly or through the City any and all costs incurred by the City in connection with the Project, including the City's fee, whether or not the Project is carried to completion and whether or not the Note or Note Documents are executed. 4.4. Ongoing Compliance. The Mayor and City Manager are directed, if the Note is issued and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and 7 of the Act. Upon vote being taken thereon, the following voted in favor thereof. All members voted in favor. Whereupon the resolution was declared duly passed and adopted. 7