Loading...
HomeMy WebLinkAbout2017.06.19 RESO 2017-18 Amendment to Revenue BondEXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HUGO, MINNESOTA Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hugo, Minnesota was duly held at City Hall in said City on Monday, the 19th day of June, 2017 at 7:00 o'clock P.M. The following Council members were present: Haas, Klein, Miron, Petryk, Weidt and the following were absent: None Council member Haas then introduced and read the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO EDUCATIONAL FACILITY REVENUE BOND (MINNESOTA AUTISM CENTER PROJECT), SERIES 2015 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO The motion for the adoption of the foregoing resolution was duly seconded by Council member Petryk, and upon vote being taken thereon the following voted in favor thereof: Haas, Klein, Miron, Petryk, Weidt and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 8329817v2 RESOLUTION NO. 2017-18 RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO EDUCATIONAL FACILITY REVENUE BOND (MINNESOTA AUTISM CENTER PROJECT), SERIES 2015 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO BE IT RESOLVED by the City Council of the City of Hugo, Minnesota (the "City"), as follows: SECTION 1 LEGAL AUTHORIZATION AND FINDINGS. 1.1 Finding s. The City hereby finds, determines and declares as follows: (1) The City, pursuant to Resolution 2015-55 adopted on November 2, 2015 (the "Bond Resolution"), has previously issued its revenue bond in the aggregate principal amount not to exceed $8,800,000 to provide funds that were loaned to Autism Opportunities Foundation d/b/a Minnesota Autism Center, a Minnesota nonprofit corporation (the 'Borrower"), to finance (i) the refunding of the Borrower's existing taxable debt related to the acquisition of land and the purchase of an existing structure in 2014 acquired for the purpose of establishing a private school to service students grades 4-12 diagnosed with autism spectrum disorder ("ASD"), consisting of a one-story building of approximately 35,978 square feet with 14 classrooms, a playground area, lunch room, small gym, arcade, library, and parking lot (the "Existing Facility") currently located at 3800 Tesseract Place in the City of Eagan, Minnesota ("Eagan") (the "Existing Project"), and (ii) the acquisition, construction, and equipping of an approximately 48,332 square foot two-story new school building, to be joined with the Existing Facility, which will serve primarily high school students with ASD, and will include a reception area, approximately 14 classrooms, 11 therapy/breakout rooms, 5 office/conference rooms, a library, an arcade, a lunch room, and a gymnasium, and will also include construction of a soccer field and a new parking lot all to be located adjacent to the Existing Project in Eagan, all of which is at the southwest corner of Silver Bell Road and Tesseract Place (the "Expansion Project" and, together with the Existing Project, the "Project"). (2) The City issued the Educational Facility Revenue Bond, Series 2015 (Minnesota Autism Center Project) dated November 1, 2015, (the 'Bond"), pursuant to Minnesota Statutes, Section 469.152 to 469.165, as amended (the "Act"). (3) Pursuant to a Financing Agreement (the "Financing Agreement") dated November 1, 2015 between the City, the Borrower, and Wells Fargo Bank, National Association (the "Lender"), the Borrower agreed to repay the Bond in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Bond. In addition, the Financing Agreement contains provisions relating to the expenditure of proceeds of the Bond, 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 City, the Borrower and Lender deem necessary or desirable for the financing of the Project. 8329817v2 (4) Pursuant to that certain Financing Agreement Assignment (the "Assignment") dated as of November 1, 2015 by and between the City and the Lender, the City assigned all of its rights, title, and interest in the Financing Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). (5) The Lender and the Borrower have informed the City that they have agreed to certain changes in the terms of the Financing Agreement. (6) The form of First Amendment to Financing Agreement between the City, the Lender and the Borrower and consented to by the Lender, proposed to be entered into in order to document changes in the terms of the Financing Agreement has been submitted to the City Council and is on file in the office of the City Administrator (the "Financing Agreement Amendment"). SECTION 2 AUTHORIZATION OF FINANCING AGREEMENT AMENDMENT. 2.1 M}roval and Execution of Financin- As,reement Amendment. (1) The Financing Agreement Amendment is made a part of this Resolution as though fully set forth herein and is hereby approved in substantially the form presented to the City Council. The Mayor and the Administrator are authorized and directed to execute, acknowledge, and deliver the Financing Agreement Amendment on behalf of the City with such changes, insertions, and omissions therein as bond counsel to the City may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof. (2) The Mayor and the Administrator are authorized and directed to execute and deliver all other documents which may be required under the terms of the Financing Agreement Amendment or by bond counsel, and to take such other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. (3) The Mayor and Administrator and other officers of the City are authorized to furnish to the Lender, the Borrower, and bond counsel certified copies of all proceedings and records of the City relating to the Financing Agreement Amendment, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bond 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. (4) In the event that for any reason the Mayor or the Administrator are unable to carry out the execution of any of the documents or other acts provided herein, any other officer of the City or member of its City Council as, in the opinion of the City's attorney, are authorized to act in that capacity and undertake such execution or acts on behalf of the City, shall without further act or authorization execute and deliver the Financing Agreement Amendment and do all things and execute all instruments and documents required to be done or executed by such officers, with full force and effect, which executions or acts shall be valid and binding on the City. 2 8329817v2 2.2 No Liability of City. 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 or otherwise granted to the City for this purpose. The Bond, as amended, shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property or funds of the City except the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holders of the Bond shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Bond or the interest thereon, or to enforce payment thereof against any property of the City. The Bond recites in substance that the Bond, including interest thereon, is payable solely from the revenue and proceeds pledged to the payment thereof. The Bond shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. SECTION 3 BANK QUALIFIED. 3.1 Oualified Tax Exempt ObliLations. The Bond, as amended, is deemed a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). 3 8329817v2 Adopted by the City Council of the City of Hugo, Minnesota this 19th ay of June, 2017 Mayor ATTE T: Ci � 'strator 8329817v2 CERTIFICATE STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF HUGO I, the undersigned, being duly appointed, acting and qualified City Administrator of the City of Hugo, do hereby certify that I have examined the City of Hugo records and the Minute Book of said Authority for the meeting of the 19th of June, 2017 and that the attached copy of the RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO EDUCATIONAL FACILITY REVENUE BOND (MINNESOTA AUTISM CENTER PROJECT), SERIES 2015 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO was approved and is a true and correct copy of the City Proceedings relating to said Resolution. IN WITNESS WHEREOF, I have hereunto set my hand this 1'� day of . 2017. J!�-- CityaddVnistrator City of Hugo 8329817v2