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12-072 - 10-02 - issue bonds - Breck School Resolution 12-72 October 2, 2012 Member Pentel introduced the following resolution and moved its adoption: RESOLUTION CONSENTING TO AND APPROVING THE ISSUANCE BY THE CITY OF ST. LOUIS PARK AND THE CITY OF MINNETONKA OF REVENUE OBLIGATIQNS TO FINANCE A PROJECT UNDER MINNESOTA STATUTES, SECTIQNS 469.152 THROUGH 469.1651, AS AMENQED; APPROVING AND AUTH�RIZING THE EXECUTION UF A JOINT POWERS AGREEMENT WITH THE CITY OF ST, LOUIS PARK AND THE CITY OF MINNETONKA; AND APPROVING AND AUTHORIZING CERTAIN AGTIONS RELATED THERETQ BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the "City"), as follows: Section 1. Background. 1.01. Statutory Authorization. Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), authorizes a city to issue revenue obligations ta finance, 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, whether or not operated for profit, and to pay, purchase or discharge all or any part of the outstanding indebtedness of a contracting party engaged in educational activities as an elementary, secondary or post-secondary school (as defined in the Act). 1.02. The Notes. Breck School, a Minnesota nonprofit corporation (the "Borrower"), has requested that the City of St. Louis Park, Minnesota ("St. Louis Park") issue its Revenue Note (Breck School Project), Series 2012A (the "Series 2012A Note"), in one ar more series, in the original aggregate principal amount not to exceed $6,500,Q00, and loan the proceeds derived from the sale of the Series 2012A Note to the Borrower pursuant to the terms af a Loan Agreement, to be dated on or after October 1, 2012 (the "St. Louis Park Loan Agreement"), between St. Louis Park and the Borrower. The Borrower has also requested that the City of Minnetonka, Minnesota ("Minnetonka") issue its Revenue Note (Breck School Project), Series 2012B (the "Series 2�126 Note," and together with the Series 2012A Note, the "Notes"), in one or more series, in the original aggregate principal amount not to exceed $6,500,Q00, and loan the proceeds derived from the sale of the Series 2012B Note to the Borrower pursuant to the terms of a Loan Agreement, to be dated one or after November 1, 2012 (the "Minnetonka Loan Agreement"), between Minnetonka and the Borrower. The Notes are proposed to be purchased by U.S. Bank National Association, a national banking association (the "Lender"). 1.03. The Project. The campus of the Borrower is located at 123 Ottawa Avenue North in the City. The proceeds of the Notes will be applied to finance the costs of the demolition of a significant portion of the existing Upper School on the Borrower's campus and the constructian and equipping of a new Upper School on the same site and the rehabilitation and repurposing of the existing science facilities (the "Project"). Resolution 12-72 - Gontinued October 2� 2012 1.04. Joint Powers Authoritv. (a) Pursuant to Minnesota Statutes, Section 471.656, as amended, a city may issue obligations to finance the acquisition or improvement of property located outside of the corporate boundaries of such city if the obligations are issued under a joint powers agreement in which one or more of the parties to the joint powers agreement issue such obligations and the property is located entirely within the boundaries of one or more of the parkies to the joint powers agreement. (b) Pursuant to Minnesota Statutes, Section 471.59, as amended, by the terms of a joint powers agreement entered into through action of their governing bodies, two or more cities may jointly or cooperatively exercise any power common to the contracting parties ar any similar powers, including those which are the same except for the territorial limits within which they may be exercised and the joint powers agreement may provide for the exercise of such powers by one or more of the participating governmental units on behalf of the ather participating units. (c) The City, St. Louis Park, and Minnetonka are all authorized by the Act to issue revenue obligations to finance the Project. The City, St. Louis Park, and Minnetonka are proposing to enter into a Joint Powers Agreement, to be dated on or after October 1, 2012 (the "Joint Powers Agreement"), pursuant to which the City, as host city, will consent to the issuance of revenue obligations and the financing of the Project by St. Louis Park and Minnetonka, and pursuant to which St. Louis Park and Minnetonka will agree to issue such revenue obligations to finance the Project. 1.05. Public Hearinq. On the date hereof, the City conducted a public hearing on the Project and the issuance of the Notes by St. Louis Park and Minnetonka, nvtice of which (the "Public Notice") was published as required by Section 469.154, subdivision 4, of the Act, and Section 147(f� of the Internal Revenue Code af 1986, as amended (the "Code"). The Public Notice provided a general, functional description of the Project, as we(I as the maximum aggregate face amount of the obligations to be issued for the purposes referenced above, the owner of the Project, and the location of the Project. The Public Notice was published in the Sun-Post, the official newspaper and a newspaper of general circulation in the City, on September 13, 2012, a date at least fourteen days before the meeting of the City Council on October 2, 2012. 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, an the Project and the praposed issuance of such revenue obligations by St. Louis Park and Minnetonka. Section 2. Approval of the Issuance of the Notes by St. Louis Park and Minnetonka. (a) The City hereby approves and authorizes the issuance by St. Louis Park of its Series 2012A Note and the issuance by Minnetonka of its Series 2012B Note to finance the Project. The Series 2012A Note will be issued under the terms of a resolution adopted by the City Council of St. Louis Park on September 24, 2012, and the Series 2012B Note will be issued under the terms of a resolution adopted by the City Council of Minnetonka on September 18, 2012. The estimated maximum aggregate principal amount of the Notes Resolution 12-72 - Continued October 2, 2012 combined is presently estimated not to exceed $13,QOO,Q00. Proceeds of the Not�s will be used to finance the Project. (b) The proceeds derived from the sale of the Series 2012A Note are to be loaned by St. Louis Park to the Borrower pursuant to the terms of the St. Louis Park Loan Agreement. The proceeds derived from the sale of the Series 2012B Note are to be loaned by Minnetonka to the Borrower pursuant to the Minnetonka Loan Agreement. The proceeds of such loans will be disbursed to the Borrower pursuant to the terms of the Loan Agreement and a Supplemental Agreement, to be dated on or after October 1, 2012 (the "Supplemental Agreement"), between the Borrower and the Lender. (c) The Notes are to be issued pursuant to authority conferred by the Act. The Notes will constitute obligations secured solely by revenues derived from the operation of the Project and other security provided by the Borrower. The Notes will neither constitute general or moral obligations of the City, St. Louis Park, or Minnetanka nor be secured by any taxing power of the City, St. Louis Park, or Minnetonka. (d) The City has determined that it is desirable, feasible, and consistent with the objectives and purposes of the Act, and it is in the best interest of the City, to approve the issuance of the Notes by St. Louis Park and Minnetonka to provide financing for the Praject. Section 3. Joint Powers Agreement. The Mayor and the City Manager are hereby authorized and directed to execute the Joint Powers Agreement, and when executed and delivered as authorized herein, the Joint Powers Agreement shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Joint Powers Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such forms and as the Mayor and City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. Section 4. Documents Furnished to Bond Counsel. The Mayor and City Manager 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 approval of the issuance of the Notes, 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 Notes. Without imposing any limitation on the scope of the preceding sentence, such officers, employees, and agents are specifically authorized to execute and deliver a general certificate of the City. Section 5. Costs. The Borrower will, upon demand, reimburse the City for costs paid or incurred by the City in connection with this resolution and the Joint Powers Agreement. Resolution 12-72 - Continued October 2, 2012 Section 6. Effective Date. This resolution shall be in full force and effect from and after its approval. ✓Shep d M. Harris, ayor Al-f EST: `� Susan M. Virnig, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Scanlon and upon a vote being taken thereon, the following voted in favor thereof: Clausen, Freiberg, Harris, Pentel and Scanlon; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk.