Extract of Minutes of Meeting of the City Council of the City of Moorhead, Minnesota

Transcription

1 Extract of Minutes of Meeting of the City Council of the City of Moorhead, Minnesota Pursuant to due call and notice thereof, a special meeting of the City Council of the City of Moorhead, Minnesota, was duly held in the Council Chambers in City Hall on Monday, December 7, 2015, commencing at 5:45 P.M. The following council members were present: Dailey, Otto, Haney, Durand, Hulett, Elmer, Gehrtz, and Hendrickson, and the following were absent: none * * * * * * * * * Council Member Durand introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: The motion for the adoption of the foregoing resolution was duly seconded by Council Member Otto, and upon vote being taken thereon, the following voted in favor thereof: Duran, Otto, Dailey, Haney, Hulett, Elmer, Gehrtz, and Hendrickson; and the following voted against: none; whereupon said resolution was declared duly passed and adopted.

2 CITY OF MOORHEAD, MINNESOTA RESOLUTION NO. RESOLUTION GIVING PRELIMINARY APPROVAL TO THE PROPOSED ISSUANCE OF REVENUE BONDS FOR THE CONCORDIA COLLEGE CORPORATION PROJECT UNDER MINNESOTA STATUTES, CHAPTER THROUGH AND SETTING A PUBLIC HEARING WITH RESPECT THERETO WHEREAS, the City of Moorhead, Minnesota, is a home rule city duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota (the City ); and WHEREAS, the City is authorized, pursuant to Minnesota Statutes, Sections through , as amended (the "Act"), to issue revenue obligations for the purpose of promoting the welfare of the State of Minnesota (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 WHEREAS, at the request of The Concordia College Corporation, a Minnesota nonprofit corporation (the Borrower ), the City proposes to issue revenue bonds, in one or more series, to be designated Educational Facilities Revenue Bonds (The Concordia College Corporation Project) Series 2016, in an aggregate principal amount of not to exceed $45,000,000 (the "Bonds") pursuant to the Act, and loan the proceeds derived from the sale of the Bonds to the Borrower pursuant to a Loan Agreement between the City and the Borrower (the Loan Agreement ); and WHEREAS, the Borrower proposes to use the proceeds of the Bonds as follows: (i) finance the construction, equipping and renovation of certain of the Borrower s educational facilities, including a science complex, all located at the Borrower s campus, the main address of which is 901 South Eighth Street, Moorhead, Minnesota (the Renovation and Expansion Project ), (ii) (A) refund the outstanding principal amount of the $3,300,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2001, (B) refund the outstanding principal amount of the $2,300,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2003, (C) refund the outstanding principal amount of the $7,000,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2004, and (D) refund the outstanding principal amount of the $19,145,000 City of Moorhead, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2005A (collectively, the Prior Bonds ), the proceeds of which were used to finance and refinance the acquisition, construction, equipping and improvements of certain educational facilities all located at the Borrower s campus, the main address of which is 901 South Eighth Street, Moorhead, Minnesota (the "Original Project" and, together with the Renovation and Expansion Project, the "Project"), (iii) fund a debt service reserve fund, and (iv) finance the costs of issuing the Bonds. WHEREAS, the Bonds (if issued) shall be limited obligations of the City, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, and the principal of, interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from the loan agreement and security provided therefor; and

3 WHEREAS, the City has been advised that, pursuant to Section , Subd. 4, of the Act and Section 147(f) of the Internal Revenue Code (the Code ), as a condition to the issuance of the Bonds, it is necessary to conduct a public hearing on the issuance of the Bonds and to publish notice of said public hearing not less than 14 days nor more than 30 days prior to the date fixed for the hearing; and WHEREAS, the City has been advised that Clay County, Minnesota ( Clay County ) consent to the issuance of the Bonds is required under Minnesota Statutes, Chapter Subd. 12, because some of the Prior Bonds to be refinanced were originally issued by Clay County. NOW, THEREFORE, BE IT RESOLVED THAT: 1. A public hearing shall be conducted by the City Council on the issuance of said Bonds, such hearing will be held at a meeting of the City Council on Monday, January 11, 2016, beginning at 5:45 o'clock p.m. in the Council Chambers in City Hall, at which hearing all parties who appear shall be given an opportunity to express their views with respect to the issuance of the Bonds. 2. Notice of such public hearing, in substantially the form attached hereto as Exhibit A, shall be published at least once not less than 14 days prior to the date fixed for the hearing, in a newspaper having a general circulation in the City of Moorhead, Minnesota. 3. The City Council hereby finds that the Project furthers the purposes of the Act. 4. The City hereby grants preliminary approval for the issuance of the Bonds for the purposes referenced in this resolution and in an original aggregate principal amount estimated not to exceed $45,000,000 subject to (i) a public hearing with respect to the Bonds and the Project being held by the City Council and the adoption of a final resolution by the City Council authorizing the issuance of the Bonds, and (ii) consent to the issuance of Bonds by Clay County. In all events, it is understood, however, that the Bonds shall not constitute a pecuniary liability or charge, lien or encumbrance, legal or equitable, upon any funds, assets, taxing powers, or any other property of the City except the City s interest in the to-be-entered-into Loan Agreement; and the Bonds, when, as, and if issued, shall recite in substance that the Bonds, including interest thereon, are payable solely from the revenues derived from the Loan Agreement and any security provided therefor, and shall not constitute general or moral obligations of the City. The holder(s) of the Bonds shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal of the Bonds, or the interest thereon or to enforce payment thereof against any property of the City. 5. The adoption of this resolution does not constitute a guaranty or firm commitment that the City will issue the Bonds as requested by the Borrower. The City retains the right in its sole discretion to withdraw from participation and accordingly not to issue the Bonds, or issue the Bonds in an amount less that the amount referred to herein, should the City at any time prior to issuance thereof determine not to issue the Bonds, or to issue the Bonds in an amount less than the amount referred to in paragraph 4 hereof, or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the transaction. 6. This Resolution shall be in full force and effect from and after its passage.

4 I, the undersigned, being the duly qualified and acting City Clerk of the City of Moorhead, Minnesota (the City ), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City held on Monday, December 7, 2015, with the original thereof on file in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the preliminary approval for the City to issue its Bonds in one or more series in an amount not to exceed $45,000,000. WITNESS my hand as City Clerk and the corporate seal of the City this day of December, (SEAL) City Clerk City of Moorhead, Minnesota

5 EXHIBIT A FORM OF NOTICE OF PUBLIC HEARING NOTICE OF PUBLIC HEARING ON THE PROPOSED ISSUANCE OF REVENUE BONDS FOR THE CONCORDIA COLLEGE CORPORATION PROJECT NOTICE IS HEREBY GIVEN that the City Council of Moorhead, Minnesota (the City ), will hold a public hearing on Monday, January 11, 2016, at 5:45 o'clock p.m in the Council Chambers in City Hall, located at 500 Center Avenue, Moorhead, Minnesota 56561, to consider the issuance by the City of one or more series of revenue bonds, in an aggregate principal amount of not to exceed $45,000,000 (the "Bonds") pursuant to Minnesota Statutes, Sections through , as amended (the "Act"), on behalf of The Concordia College Corporation, a Minnesota nonprofit corporation (the Borrower ). The Borrower proposes to use the proceeds of the Bonds as follows: (i) finance the construction, equipping and renovation of certain of the Borrower s educational facilities, including a science complex, all located at the Borrower s campus, the main address of which is 901 South Eighth Street, Moorhead, Minnesota (the Renovation and Expansion Project ), (ii) (A) refund the outstanding principal amount of the $3,300,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2001, (B) refund the outstanding principal amount of the $2,300,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2003, (C) refund the outstanding principal amount of the $7,000,000 Clay County, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2004, and (D) refund the outstanding principal amount of the $19,145,000 City of Moorhead, Minnesota Educational Facilities Revenue Bond (The Concordia College Corporation Project), Series 2005A (collectively, the Prior Bonds ), the proceeds of which were used to finance and refinance the acquisition, construction, equipping and improvements of certain educational facilities all located at the Borrower s campus, the main address of which is 901 South Eighth Street, Moorhead, Minnesota (the "Original Project" and, together with the Renovation and Expansion Project, the "Project"), (iii) fund a debt service reserve fund, and (iv) finance the costs of issuing the Bonds. The proceeds of the Bonds will be loaned by the City to the Borrower to provide financing for the Project, and the Borrower will agree to repay the loan at times and in amounts sufficient to provide for payment in full of the Bonds when due. The Project will be owned and operated by the Borrower. The Bonds shall be a limited obligation of the City, and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, and the principal of, interest and premium, if any, on the Bonds shall be payable solely out of the revenues derived from the loan agreement and any security provided therefor. At said time and place the City Council shall give all parties who appear an opportunity to express their views with respect to the issuance of the Bonds. Following the public hearing, the City will consider adoption of a resolution granting approval to the Project and approval to the issuance of the Bonds to finance of the costs of the Project. A draft copy of the proposed application to the Department of Employment and Economic Development for approval of the Project, together with all attachments and exhibits, will be available for public inspection following the publication of this notice, at the offices of the City, during normal business hours. Dated:, 2015 City Clerk A-1