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City Council Resolution 2014-81follows: CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA RESOLUTION NO. 2014-081 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF A REVENUE REFUNDING NOTE FOR THE BENEFIT OF MONTICELLO YOUTH HOCKEY PROGRAM, INC.; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE AND RELATED DOCUMENTS; AND GRANTING APPROVAL FOR CERTAIN OTHER ACTIONS WITH RESPECT THERETO BE IT RESOLVED by the City Council of the City of Monticello, Minnesota (the "City "), as Section 1. Back rg ound. 1.01. Statutory Authorization. The City is authorized by Minnesota Statutes, Sections 469.152 through 469.1655, as amended (the "Act "), to issue revenue obligations to finance or refinance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension of a "project," defined in the Act, in part, as any properties, real or personal, used or useful in connection with a revenue producing enterprise, or any combination of two or more such enterprises engaged in any business. 1.02. The Proj ect. The Monticello Youth Hockey Program, Inc., a Minnesota nonprofit corporation (the "Borrower "), has acquired, constructed, and equipped a 425 -seat ice arena open to the public (the "Project ") and located at 302 Washington Street in the City on land leased from Independent School District No. 882 (Monticello Public Schools) (the "School District") pursuant to a Ground Lease, dated January 20, 2004, as amended on September 8, 2004, and June 7, 2005, from the School District to the Borrower. The construction and equipping of the Project was initially financed through short-term construction financing. On February 17, 2006, the City issued its Revenue Note (Ice Arena Project), Series 2006A (the "Prior Note "), in the original aggregate principal amount of $1,380,000. Proceeds of the Prior Note, along with the proceeds of the Revenue Note (Ice Arena Project), Series 2006B, issued by the City in the original aggregate principal amount of $490,000 and no longer outstanding, were loaned to the Borrower for the purposes of providing permanent financing for the Project. 1.03. The Note. The Borrower has requested that the City issue its Revenue Refunding Note (Ice Arena Project), Series 2014 (the "Note "), in one or more series, in an aggregate principal amount not to exceed $1,111,000. The proceeds of the Note will be applied to refinance the Project through the redemption and prepayment of the outstanding Prior Note. The City will loan the proceeds of the sale of the Note to First Minnesota Bank, a Minnesota banking corporation (the "Lender "), to the Borrower pursuant to a Loan Agreement, to be dated on or after September 1, 2014 (the "Loan Agreement "). 1.04. Tax - Exempt Status of Borrower. The Borrower has represented to the City that it is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code "), as a result of the application of Section 501(c)(3) of the Code. 1.05. Loan Repayments. The loan repayments to be made by the Borrower under the Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Note when due. The City will assign its rights to the basic payments and certain other rights 447216v2 JAE MN190 -144 under the Loan Agreement to the Lender pursuant to the terms of an Assignment of Loan Agreement, to be dated on or after September 1, 2014 (the "Assignment of Loan Agreement "), between the City and the Lender. 1.06. Security for the Note. The payment of the principal of, premium, if any, and interest on the Note will be secured by: (i) the revenues derived from the Loan Agreement to be assigned to the Lender pursuant to the Assignment of Loan Agreement; (ii) the Amended and Restated Mortgage and Security Agreement, to be dated on or after September 1, 2014 (the "Leasehold Mortgage "), executed by the Borrower to convey its leasehold interests in the Project to the Lender; and (iii) certain other security granted by the Borrower. The Borrower has requested that the City authorize the execution of a consent to the Leasehold Mortgage (the "Consent to Leasehold Mortgage ") in order to permit the Borrower to deliver the Leasehold Mortgage as security for the Borrower's obligations pursuant to the Loan Agreement and the Note. The School District is required to make payments to the holder of the Leasehold Mortgage pursuant to the Recreation Agreement, dated July 1, 2004, and amended by Amendment No. 1 to Recreation Agreement, dated June 7, 2005 and further amended by Amendment No. 2 to Recreation Agreement, dated December 1, 2005 (collectively, the "Recreation Agreement"). The Borrower will assign its right, title, and interest in the payments to be received under the Recreation Agreement to the Lender pursuant to the Assignment of Recreation Agreement, to be dated on or after September 1, 2014 (the "Assignment of Recreation Agreement"). The Borrower has also requested that the City authorize the execution of a consent to the Assignment of Recreation Agreement (the "Consent to Assignment of Recreation Agreement "). 1.07. Disbursement of Note Proceeds. The proceeds of the Note will be disbursed by the Lender to the Borrower pursuant to the Loan Agreement. 1.08. Documents. Forms of the following documents have been submitted to the City and are now on file with the City: (i) the Note; (ii) the Loan Agreement; (iii) the Assignment of Loan Agreement; (iv) the Leasehold Mortgage, which includes the Consent to Leasehold Mortgage; and (v) the Consent to Assignment of Recreation Agreement. 1.09. Public Hearing. Section 147(f) of the Code, and regulations promulgated thereunder, requires that prior to the issuance of the Note, the City Council of the City must approve the Note after conducting a public hearing thereon. A notice of public hearing (the "Public Notice ") was published in the Monticello Times, the official newspaper and a newspaper of general circulation in the City, with respect to the required public hearing under Section 147(f) of the Code and the approval of the issuance of the Note. The Public Notice was published once at least fourteen (14) days before a regular meeting of the City Council conducted on the date hereof. On the date hereof, the City Council 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 Note. Section 2. Issuance of the Note. 2.01. Findings. The City Council hereby finds, determines, and declares that: (a) The issuance and sale of the Note, the execution and delivery by the City of the Loan Agreement, the Assignment of Loan Agreement, the Consent to Leasehold Mortgage, and the Consent to Assignment of Recreation Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Assignment of Loan Agreement, the Consent to Leasehold Mortgage, and the Consent to Assignment of Recreation Agreement are undertaken pursuant to the Act. 447216v2 JAE N N190 -144 2 (b) The Project furthers the economic development purposes stated in Section 469.152 of the Act and constitutes a revenue producing "project," as defined in Section 469.153, subdivision 2(b), of the Act. (c) The loan repayments to be made by the Borrower under the Loan Agreement are fixed to produce revenues sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Note issued under this resolution when due, and the Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, 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 lawfully imposed taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement. (d) As provided in the Loan Agreement, the Note shall not be payable from nor charged upon any funds other than the revenues pledged to its payment, nor shall the City be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the Note shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Note 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 and the revenues and assets thereunder, which will be assigned to the Lender under the Assignment of Loan Agreement. The Note 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, and the revenues and assets thereunder, which will be assigned to the Lender under the Assignment of Loan Agreement. The Note shall recite that the Note is issued pursuant to the Act, and that the Note, including interest and premium, if any, thereon, is payable solely from the revenues and assets pledged to the payment thereof, and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitations. 2.02. Issuance and Sale of the Note. The City hereby authorizes the issuance of the Note in a principal amount not to exceed $1,111,000, in one or more series, in the form, and with the terms set forth in the form of the Note now on file with the City. The aggregate principal amount of the Note, the interest rate of the Note, the terms for adjustment of the interest rate on the Note, the date of the documents referenced in this resolution and the Note, and the terms of redemption of the Note may be established or modified with the approval of the City. The execution and delivery of the Note shall be conclusive evidence that the City has approved such terms as subsequently established or modified. The offer of the Lender to purchase the Note at the price of par plus accrued interest, if any, to the date of delivery at the interest rate or rates specified in the Note is hereby accepted. The Mayor and the City Administrator of the City are authorized and directed to prepare and execute the Note as prescribed in the Loan Agreement and the Note shall be delivered to the Lender. The Mayor and City Administrator of the City are hereby authorized to execute and deliver any agreements with any depository institution, including any representation letter or amendment to any existing representation letter, in the event the City and the Lender elect to register the Note in book -entry form. 2.03. Approval of Documents. The Loan Agreement, the Assignment of Loan Agreement, the Consent to Leasehold Mortgage, and the Consent to Assignment of Recreation Agreement are hereby approved in substantially the forms on file with the City on the date hereof. The terms of the Loan Agreement, the Assignment of Loan Agreement, the Consent to Leasehold Mortgage, and the Consent to Assignment of Recreation Agreement may be established or modified with the approval of the City. The execution and delivery of such documents shall be conclusive evidence that the City has approved such terms as subsequently established or modified. The Mayor and City Administrator of the City are authorized and directed to execute and deliver the Loan Agreement, the Assignment of Loan Agreement, the Consent to Leasehold Mortgage, and the Consent to Assignment of Recreation Agreement. Copies of all 447216v2 JAE MN190 -144 3 of the documents necessary to the transaction herein described shall be delivered, filed, and recorded as provided herein and in the Loan Agreement. 2.04. Certifications of the City. The Mayor, the City Administrator, and the Finance Director of the City and other officers, employees, and agents of the City are hereby authorized and directed to prepare and furnish to bond counsel and the Lender certified copies of all proceedings and records of the City relating to the issuance of the Note, including a certification of this resolution. Such officers, employees, and agents are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Lender, or other persons or entities in conjunction with the issuance of the Note. Without imposing any limitation on the scope of the preceding sentence, such officers, employees, and agents are specifically authorized to execute and deliver one or more certificates of the City, an endorsement of the City to the tax certificate of the Borrower, an 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 Note. The City hereby authorizes Kennedy & Graven, Chartered, acting as bond counsel, to prepare, execute, and deliver its approving legal opinion with respect to the Note. 2.05. Security for Loan Repayments. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Loan Agreement and for payment of the Note, including the Leasehold Mortgage, as is agreed upon by the Borrower and the Lender, and the City hereby approves the execution and delivery of such security. 2.06. Bank Qualification Designation. The City hereby designates the Note as a "qualified tax - exempt obligation" pursuant to Section 265(b)(3) of the Code. Section 3. Miscellaneous. 3.01. Agreements Binding. All agreements, covenants, and obligations of the City contained herein and in the above - referenced documents shall be deemed to be the agreements, covenants, and obligations of the City to the full extent authorized or permitted by law, and all such agreements, covenants, and obligations shall be binding on the City and enforceable in accordance with their terms. No agreement, covenant, or obligation contained in this resolution or in the above - referenced documents shall be deemed to be an agreement, covenant, or obligation of any member of the City Council, or of any officer, employee, or agent of the City in that person's individual capacity. Neither the members of the City Council nor any officer executing the Note shall be liable personally on the Note or be subject to any personal liability or accountability by reason of the issuance of the Note. 3.02. Rights Conferred. Except as herein otherwise expressly provided, nothing herein or in the Loan Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City and the registered and beneficial owners of the Note, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Loan Agreement or any provision thereof; this resolution, the Loan Agreement and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City and the registered and beneficial owners of the Note issued under the provisions of this resolution and the Loan Agreement, and the Borrower to the extent expressly provided in the Loan Agreement. 3.03. Valid i . In case any one or more of the provisions of this resolution, or of the documents mentioned herein, or of the Note 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 Note, but this resolution, the aforementioned documents, and the Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. If for any 447216v2 JAE N4N190 -144 4 reason the Mayor or the City Administrator of the City, or any other officers, employees, or agents of the City authorized to execute certificates, instruments, or other written documents on behalf of the City, shall for any reason cease to be an officer, employee, or agent of the City after the execution by such person of any certificate, instrument, or other written document, such fact shall not affect the validity or enforceability of such certificate, instrument, or other written document. If for any reason the Mayor or the City Administrator is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Mayor or the City Administrator with the same force and effect as if such documents were executed and delivered by the Mayor or the City Administrator. 3.04. Effective Date. This resolution shall be in full force and effect from and after its approval. APPROVED BY the City Council of the City of Monticello, Minnesota, this 11th day of August, 2014. CITY OF MONTICELLO Clint Herbst, Mayor ATTEST: J� Jegorvl City Administrator 447216v2 JAE MN140 -144 CERTIFICATION STATE OF MINNESOTA COUNTY OF WRIGHT I hereby certify that the foregoing is a true and correct copy of Resolution #2014 -081 duly passed, adopted and approved by the Monticello City Council at their scheduled meeting on August 11, 2014, and recorded in minutes of said meeting. Cath M. Shuman, Deputy Clerk Notary Public: dz-�l A��& Date: 4-Q !& F %A^^^VICKI JAN LEERHOFF Notary Public- Minnesota My Commission FVjrSq Jen 31, 2016 A 447216v2 JAE MN190 -144 6