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Resolution - 22-17: Issuance & Sale of Revenue Bonds Council Member Hoffman introduced the following resolution and moved its adoption: CITY OF SPRING PARK SPRING PARK, MINNESOTA RESOLUTION NO. 22-17 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS (HOLY FAMILY CATHOLIC SCHOOL) WHEREAS, the City of Victoria (the"Original Issuer")issued its $23,795,000 Private School Facility Revenue Refunding Bonds (Holy Family Catholic High School Project), Series 2012 (the "Refunded Bonds"), the proceeds of which were used to refinance the acquisition, construction and equipping of school facilities operated by Holy Family Catholic High School, a Minnesota nonprofit corporation (the "Borrower") and located at 8101 Kochia Lane in the City of Victoria (the "Facilities"); WHEREAS, this City Council (the "Council") of the City of Spring Park (the "City") has received a proposal from the Borrower that the City issue up to $5,000,000 of obligations (the "Bonds") pursuant to Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), to refund a portion of the Refunded Bonds;and WHEREAS,the purpose of the Act,as found and determined by the legislature,is to promote the welfare of the State by the active attraction and encouragement and development of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment and the welfare of the State also requires the provision of necessary educational facilities, so that adequate education is available to residents of the State at reasonable cost; WHEREAS, a public hearing held on the issuance of the Bonds was held by the Council of the City on this same date, after notice was published and materials made available for public inspection at the City offices, all as required by the Act and Section 147(f of the Internal Revenue Code of 1986,as amended,at which public hearing all those appearing who desire to speak were heard and written comments were accepted; and WHEREAS,the City,the Borrower and the Lender,as defined hereinafter,have agreed upon sufficient details of the proposed revenue bonds to enable the City to adopt this resolution (the "Resolution") on this date. NOW,THEREFORE,BE IT RESOLVED by the Council of the City,as follows: 1. Proposal; Refunding. The Council has received a proposal from the Borrower that the City issue the Bonds pursuant to the Act. The proceeds of the Bonds shall be applied to refunding a portion of the Refunded Bonds and paying costs of issuance of the Bonds. 3 4875-1389-3407\5 2. Structure of Bonds. Pursuant to a Loan Agreement for the Bonds (the "Loan Agreement'), to be entered into between the City and the Borrower, a draft of which is on file with the City Clerk, the Borrower will unconditionally agree to repay the Loan made by the City under the Loan Agreement in specified amounts and at specified times sufficient to make the necessary payments of principal of, premium, if any, and interest on the Bonds, when due. In addition, the Loan Agreement contains provisions relating to the payment by the Borrower of the administrative fee of the City, indemnification, insurance and other agreements and covenants which are required by the Act or which are permitted by the Act and which the City and the Borrower deem necessary or desirable for the sale of the Bonds. Except as otherwise provided in the Loan Agreement,the interests of the City in the Loan Agreement are proposed to be pledged to Hometown Bank (the "Lender") pursuant to the terms of a Pledge Agreement between the City,the Borrower,and the Lender,a form of which is on file with the City Clerk (the "Pledge Agreement"). The Bonds are proposed to be sold to the Lender in accordance with the terms of a Continuing Covenant Agreement (the "Purchaser Agreement") by and between the Borrower and the Lender. 3. Findings. On the basis of information available to the City it appears, and the City hereby finds, that: (a) the Act authorizes the refunding of the Refunded Bonds,the issuance and sale of the Bonds, the execution and delivery by the City of the Bonds, the Loan Agreement and Pledge Agreement (collectively the "Bond Documents"), the performance of all covenants and agreements of the City contained in the Bond Documents, and the performance of all other acts and things required under the constitution and laws of the State of Minnesota to make the Bond Documents valid and binding obligations of the City in accordance with their terms; (b) it is desirable that the Bonds be issued by the City upon the terms set forth in the Loan Agreement; (c) the payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Bonds when due,and the Loan Agreement and Purchaser Agreement also provide that the Borrower is required to pay all expenses of the operation and maintenance of the Facilities,including,but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the premises of said facilities and payable during the term of the Loan Agreement; and (d) under the provisions of the Act, and as provided in the Loan Agreement, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof;the City is not subject to any liability thereon;no holder of any Bond shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which will be assigned to the Purchaser under the Pledge Agreement;the Bonds shall not constitute a charge,lien or encumbrance,legal or equitable,upon any property of the City except the interests of the City in the Loan Agreement which will be assigned to the Purchaser under the Pledge Agreement;the Bonds shall recite that the Bonds do not constitute or give rise to a pecuniary liability or moral obligation of the City, the State of Minnesota or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues 4 4875-1389-3407\5 pledged to the payment thereof; and that the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory limitation. 4. Approval of Forms: Execution. Subject to the provisions of paragraphs 7 and 8 hereof, the forms of the Bond Documents and exhibits thereto,together with any related documents and certificates necessary to the transaction described above (collectively, the "Financing Documents"), are approved substantially in the forms submitted. The Financing Documents, in substantially the forms submitted, are directed to be executed in the name and on behalf of the City by the Mayor and the City Administrator or City Clerk (the "Officials"). In the event of absence or disability of the Officials,any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Council by any duly designated acting official, or by such other officer or officers of the City as, in the opinion of legal counsel to the City,may act in their behalf. 5. Issuance,Acceptance of Offer. The City shall proceed forthwith to issue the Bonds, in the form and upon the terms set forth in the Loan Agreement and this Resolution. The Bonds shall be issued in an aggregate principal amount not to exceed $5,000,000, shall be payable or prepayable at such time or times, shall bear interest at such rate or rates, shall be purchased by the Lender at such price and shall be subject to such other terms and conditions as the officers of the Borrower and the Lender shall agree to,which agreement with respect to the Bonds shall be deemed to have been made upon execution of the Loan Agreement and Purchaser Agreement. The Officials are hereby authorized and directed,in conjunction with the appropriate officers of the City,to prepare and execute the Bonds as prescribed in the Loan Agreement and to deliver them to the Lender. 6. Records and Certificates. The Officials and other officers of the City are authorized and directed to prepare and furnish to the Lender 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 Bonds as such facts appear 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 furnished,shall constitute representations of the City as to the truth of all statements contained therein. 7. Changes in Forms Approved. The approval hereby given to the Financing Documents 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 counsel to the City and by the Officials authorized herein to execute or accept, as the case may be, said documents prior to their execution; and said Officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. 8. Future Amendments. The authority to approve, execute and deliver future amendments to Financing Documents entered into by the City in connection with the issuance of the Bonds and consents required under such Financing Documents is hereby delegated to the Officials, subject to the following conditions: (a) such amendments or consents do not require the consent of the holders of the Bonds or such consents have been obtained; (b) such amendments or consents do not materially adversely affect the interests of the City; (c) such amendments or consents do not contravene or violate any policy of the City, and (d) such amendments or consents are acceptable in 5 4875-1389-3407\5 form and substance to the counsel retained by the City to review such amendments. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Officials, shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of any Official,any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in said Official's place and stead. 9. Approval of Refunding. Pursuant to the Act and Minnesota Statutes,Section 471.656, the issuance of the Bonds is subject to the approval of the City of Victoria,which has been received by resolution adopted June 27,2022. 10. Paragraph headings in this Resolution are for convenience of reference only and are not a part hereof and shall not limit or define the meaning of any provision hereof. Capitalized terms used but not defined herein shall have the meanings given them in the Loan Agreement. The motion for the adoption of the foregoing resolution was duly seconded by Council Member Chase, and after full discussion thereof and upon vote being taken, the motion was unanimously approved. ADOPTED by the City Council of the City of Spring Park this 5th day of July, 2022. CITY OF SPRING PARK Approved: Je e ockva , Mayor Attest: J offman, City Cl 6 4875-1389-3407\5 CITY OF SPRING PARK SPRING PARK, MINNESOTA EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF SPRING PARK, MINNESOTA HELD:July 5,2022 Pursuant to due call and notice thereof,a regular meeting of the City Council of the City of Spring Park, Hennepin County, Minnesota, was duly held at the City offices on Tuesday, July 5, 2022, commencing at 7:00 P.M. The following members were present: Mayor Rockvam,Council Members' Chase, Hoffman, &Hughes. and the following were absent: Council Member Horton was absent 4875-1389-3407\5 The Mayor stated that this was the time and place fined for a public hearing to be held on the proposal that the City undertake a financing on behalf of Holy Family Catholic High School, a Minnesota nonprofit corporation (the "Borrower"),pursuant to Minnesota Statutes,Sections 469.152 through 469.1655. The City Clerk presented affidavits showing publication of the notice of public hearing on June 18,2022,in the Laker Pioneer, the official newspaper of the City,. The affidavits were 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 the financing on behalf of the Borrower. The purpose of the hearing was explained, the nature of the proposed revenue bonds was discussed, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake the financing, 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 None The City Clerk reported that no written comments had been 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 proposal, the Mayor declared the public hearing to be closed. 2 4875-1389-3407\5