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HomeMy WebLinkAbout08-03RESOLUTION NO. 08-03 RESOLUTION APPROVING THE ISSUANCE AND SALE OF THE HOUSING AND REDEVELOPMENT AUTHORITY OF LAKEVILLE, MINNESOTA EDUCATIONAL FACILITIES REVENUE NOTE (ALL SAINTS SCHOOL PROJECT), SERIES 2008 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO BE IT RESOLVED by .the Board of Commissioners of the Housing and Redevelopment Authority of Lakeville, Minnesota (the "Authority"), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS; THE LOAN. l .l Findings. The Authority hereby finds, determines and declares as follows: (a) The Authority is authorized under Minnesota Statutes, Section 469.152 to 469.1651, as amended (the "Act") to assist the revenue producing project herein referred to, and to issue and sell the Note,. as hereinafter defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The Authority has received a proposal that it issue its revenue Note in the aggregate principal amount of up to $2,000,000 to provide funds to be loaned to All Saints Church of Lakeville, Dakota Co., Minnesota, a religious corporation organized ,under the laws of the. State of Minnesota and constituting. a nonprofit corporation under the laws of the State of Minnesota and a entity described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") by virtue of being listed in the Official Catholic Directory (the "Borrower"), to refinance a .portion of the indebtedness incurred by the Borrower (the "Project Indebtedness") in connection with non-religious portions of the renovation and equipping of, and construction of additions to, a school for grades kindergarten through 8th grade known as All Saints School, owned and operated by the Borrower and located at 19795 Holyoke. Avenue in Lakeville (the "Project"). (c) As required by the Act and Section 147(f) of the Code, the Authority has, on March 17, 2008, held a public hearing on the Project and the issuance of the Note to refinance the Project Indebtedness. (d) The issuance and sale of the Authority's Educational Facilities Revenue Note (All Saints School Project), Series 2008, to be dated the date of issuance and delivery (the "Note"), by the Authority pursuant to the Act is in the best interest of the Authority, and the .Authority hereby determines to issue the Note and to sell the Note to Bremer Bank, a Minnesota banking corporation (the "Lender"), as provided herein. The Authority will loan the proceeds of the Note (the "Loan") to the Borrower to prepay a portion of the Project Indebtedness pursuant to a loan agreement by and between the Authority and the Borrower (the "Loan Agreement"), which Loan Agreement and Note will be assigned, except for certain reserved rights, by the Authority to the Lender as security for the payment of the Note. 2148978v3 (e) Pursuant to a Loan Agreement, the Borrower has agreed to make repayments of the Loan in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, .and interest on the Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the Authority and the Borrower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the Authority. (f) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the Authority and the Lender, the Authority has pledged and granted a security interest in all of its rights,. title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the Authority. (g) Pursuant to a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, to be dated as of the date of the Note, by and between the Borrower, as mortgagor, and the Lender, as mortgagee, (the "Mortgage") and a Security Agreement (the "Security Agreement") to be dated as of the date of the Note, and to be executed by the Borrower in favor of the Lender, the Borrower has secured payment of amounts due under the Note by granting to the Lender a mortgage lien and security interests in the property described therein. (h) .The Note will be a special limited obligation of the Authority. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the Authority be subject to any liability thereon. No holder of the Note shall ever have the right. to compel any exercise of the taxing power of the Authority to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the Authority. The Note shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation. (i) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note, for the purpose of refinancing the Project Indebtedness. 12 Authorization of the Loan. The Authority hereby authorizes and approves the making of the Loan to the Borrower pursuant to the terms of, and consistent with the provisions of, this Resolution, the Loan Agreement and the Pledge Agreement. 1.3 Authorization of the Forms of Documents. The forms of the Loan Agreement and the Pledge Agreement presented to the Authority at this meeting are hereby approved in all respects, and the Loan Agreement and the Pledge Agreement are authorized, together with other documents listed in Section 3.3 of this Resolution, to be executed on behalf of the Authority as set forth in Section 3.3 of this Resolution. All documents before this meeting and to be prepared subsequent to this meeting are subject to completion prior to issuance of the Note in a manner not inconsistent with this Resolution. 2148978x3 2 1.4 Security for the Loan. The Authority hereby acknowledges and agrees that the Loan Agreement, .the Note and the respective obligations of the parties to all or certain of these and other agreements may be secured by liens and security interests granted by the Borrower to the Lender; provided, however, the Authority shall not be liable or responsible for the terms, validity, perfection, value or enforcement of any such security. SECTION 2. THE NOTE. 2.1 Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form submitted to the Authority on the date hereof, and shall bear interest at the rates, mature in .the years and amounts and be subject to redemption as therein specified, as such may be modified by agreement of the Lender, the Borrower and the City. The total aggregate principal amount of the Note that may be initially issued is expressly limited to up to $2,000,000, unless a duplicate Note is issued pl~rsuant to Section 2.7; provided, however, the Note maybe initially issued in a lesser maximum principal amount by agreement of the Borrower and the Lender. The initial interest rate on the Note shall be % per annum. The offer of the Lender to purchase the Note at an aggregate purchase price of such amount as is actually disbursed there under is hereby accepted. 2.2 The Note. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the. times and in the manner, .shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. 2.3 Execution. The Note shall be executed on behalf of the Authority by the manual or facsimile signatures of its Chair and Secretary. and shall be sealed with the seal of the .Authority; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery.. of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such signatory had remained in office until delivery. In the event of the absence or disability of the Chair and Secretary such officers of the Authority as, in the opinion of the Authority's Attorney or Special Counsel to the Authority, may act in their behalf, shall without further act or authorization of the Authority execute and deliver the Note. 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender the following items: (a) an executed copy of each of the following documents: (i) the Loan Agreement; (ii) the Pledge Agreement; (iii) the Mortgage, in form and substance acceptable to the Lender; and (iv) the Security Agreement, in form and substance acceptable to the Lender; 2148978v3 (b) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (c) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (d) evidence that the Borrower is an .organization ,described in Section 501(c)(3) of the Code and is exempt from income taxation under Section 501(c)(3) of the Code; (e) approval of the Project from the Minnesota Department of Employment and Economic Development;. and (f) Such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (c) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Note Proceeds. Upon delivery of the Note to Lender, the Lender shall, on behalf of the Authority, disburse the proceeds of the Note for payment of the portion of the Project Indebtedness to be prepaid in accordance with the terms of the Loan Agreement. 2.6 Registration of Transfer. The Authority will cause to be kept at the office of the Authority's Secretary a Note Register in which, subject to such reasonable regulations as it-may prescribe, the Authority shall provide for the registration of transfers of ownership of the Note.. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of such Note together with a written instrument of transfer satisfactory to the Secretary, duly executed by the Lender. or its duly authorized agent. The following form of assignment shall be sufficient for said purpose: For value received hereby sells, assigns and transfers unto the within Note of the Housing and Redevelopment Authority of Lal~eville, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer the Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with t11e provisions of Section 2.9 of the Resohztion authorizing the issuance of the Note. Dated: Registered Owner Upon such transfer, the Authority's Secretary shall note the date of registration and the name and address of the new Lender in the Note Register and in the registration blank appearing on such Note. 2148978x3 4 2.7 Mutilated, Lost or Destroyed Note. In case any Note issued hereunder shall become mutilated or be destroyed or lost, t11e Authority shall, if not then prohibited by law, cause to be executed and delivered, anew Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the Authority in connection therewith, and in the case of a Note destroyed or lost, the filing with the Authority of evidence satisfactory to the Authority with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2.8 Ownership of Note. The Authority may deem and treat the person in whose name a Note is last registered in the Note Register and by notation on such Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes whatsoever, and the Authority shall not be affected by any notice to the contrary. 2.9 Limitation on Note Transfers. The Note has been issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Note may not be assigned or transferred in whole or part, nor may a participation interest in the Note be given pursuant to any participation agreement, except as an exempt security or as an exempt transaction. 2.10 Issuance of New Notes. Subject to the provisions of Section 2.9 of this Resolution, the Authority shall, at the request and expense of the Lender, issue a new note, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the monthly installments payable there. under, and registered in the name of the Lender or such transferee as may be designated by the Lender. 2.11 Limited Obli ag tion. Nothing in this Resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues derived from the- Project. The Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the Authority except the revenue and proceeds pledged to the payment thereof, nor shall the Authority be subject to any liability thereon. The holder of the Note shall never have the right to compel any exercise of the taxing power of the Authority to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment thereof against any property of the Authority.. The Note shall recite in substance that the Note, including interest thereon, are payable solely from the revenue .and proceeds pledged to the payment thereof. The Note shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation.- SECTION 3. MISCELLANEOUS 3.1 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 2148978x3 S 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. 3.2 Authentication of Transcript. The officers of the Authority are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certificates and affidavits,. including any heretofore furnished, shall constitute recitals of the Authority as to .the correctness of all statements contained therein. 3.3 Authorization to Execute Agreements. The forms of the proposed Note, Loan Agreement and the Pledge Agreement are hereby approved in substantially the form heretofore presented to the Authority together with such additional. details therein as may be necessary and appropriate and such modifications thereof, deletions there from and additions thereto as may be necessary and appropriate and approved by Bond Counsel and the Authority's Attorney prior to the execution of the documents, and the Chair and Secretary are authorized to execute the Note, the Loan Agreement and the Pledge Agreement in the name of and on behalf of the Authority and such other documents, certifications and statements, including without limitation a tax exemption agreement and Internal. Revenue Service Form 8038, as Bond Counsel considers appropriate in connection with the issuance of the Note. In the event of the absence or disability of the .Chair or the Secretary such officers of the Authority as, in the opinion of the Authority's Attorney or Special Counsel to the Authority, may act in their behalf, shall without further act or authorization of the Board do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.4 Oualified Tax Exempt Obligation. In order to qualify the Note as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"),.the Authority hereby makes the following factual statements and representations; (a) the Note is not treated. as a "private activity bond" under Section 265(b)(3) of the Code; (b) the Authority hereby designates the Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the Authority (and all entities whose obligations will be aggregated with those of the Authority) during the calendar year 2008 will not exceed $10,000,000; and 2148978v3 6 (d) Not more than $10,000,000 of obligations issued by the Authority during the calendar year 2008 has been designated for purposes of Section 265(b) (3) of the Code. 3.5 Effective Date. This Resolution shall take effect immediately upon adoption. Adopted by the Board of Commissioners of the Housing and Redevelopment Authority of Lakeville, Minnesota, this day of , 2008. Attest: Kerri wecker, Secretary ~~ Laurie ieb, Chair 2148978v3 7 CERTIFICATION BY SECRETARY STATE OF MINNESOTA ) COUNTY OF DAKOTA ) ss. CITY OF LAKEVILLE } I, the undersigned, being the duly qualified and acting Secretary of the Housing and Redevelopment Authority of Lakeville, Minnesota, hereby certify that I have carefully compared the attached and foregoing Resolution No. with the original thereof on file in my office and the same is a full, true and complete transcript there from, insofar as the same relates to a Resolution Approving the Issuance and Sale of the Authority's Educational Facilities Revenue Note (All Saints School Project), Series 2008 and Authorizing the Execution of Documents Relating Thereto. WITNESS my hand officially as such Secretary and- the corporate seal of the Housing and Redevelopment Authority of Lakeville, Minnesota, this day of , 2008. Kerrin Swecker, Secretary (SEAL) 2148978v3 8