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Res 2015- 56 Ed Facilities Revenue Refunding Note St ThomasExtract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at City Hall in said City on Tuesday, the 21st day of July, 2015 at 7:00 o'clock P.M. The following Council members were present: Acting Mayor Petschel, Councilmembers Duggan, Norton, Povolny and the following were absent: Mayor Kiebsbach Councilmember Duggan then introduced and read the following written resolution and moved its adoption: RESOLUTION 2015-56 PROVIDING FOR THE FIRST AMENDMENT TO EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT), SERIES 2010 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Povolny, and upon vote being taken thereon the following voted in favor thereof: Duggan, Norton, Petschel, Povolny and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 716523 1 v2 RESOLUTION 2015-56 RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT), SERIES 2010 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota (the "City"), as follows: SECTION I LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findings. The City hereby finds, determines and declares as follows: (1) The City, pursuant to Resolution 10-63 adopted on August 17, 2010 (the "Note Resolution"), has previously issued its revenue note in an original aggregate principal amount of $6,310,000 to provide funds that were loaned to St. Thomas Academy, a Minnesota nonprofit corporation (the "Borrower"), to refinance the acquisition, construction, and equipping of a middle school addition and the renovation and remodeling of the Borrower's existing facilities, including the acquisition of unimproved land adjacent thereto and the expansion of a parking lot located in the City, which facilities are owned and operated by the Borrower (the "Project"). (2) The City issued the Educational Facilities Revenue Refunding Note, Series 2010 (St. Thomas Academy Project) dated September 1, 2010, (the "Note"), pursuant to Minnesota Statutes, Section 469.152 to 469.165, as amended (the "Act"), and sold the Note to U.S. Bank National Association, a national banking association (the "Lender"). (3) Pursuant to a Loan Agreement (the "Loan Agreement") dated September 1, 2010 between the City, the Borrower, and the Lender, the Borrower agreed to repay the Note 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 expenditure of proceeds of the Note, 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. (4) Pursuant to a Pledge Agreement (the "Pledge Agreement") dated September 1, 2010 between the City and the Lender, the City 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). (5) The Lender and the Borrower have informed the City that they have agreed to certain changes in the terms of the Note. (6) The form of First Amendment to Note between the City, the Borrower, and the Lender, proposed to be entered into in order to document changes in the terms of the Note has been 1 7165231v2 submitted to the City Council and is on file in the office of the City Clerk (the "Note Amendment"). (7) The form of First Amendment to Loan Agreement between the City and the Borrower and consented to by the Lender, proposed to be entered into in order to document changes in the terms of the Loan Agreement has been submitted to the City Council and is on file in the office of the City Administrator (the "Loan Agreement Amendment"). SECTION 2 AUTHORIZATION OF NOTE AMENDMENT. 2.1 Approval and Execution of Note Amendment and Loan Agreement Amendment. (1) The Note Amendment and Loan Agreement Amendment are made a part of this Resolution as though fully set forth herein and are 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 Note Amendment and Loan 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 Note Amendment and Loan 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 Note Amendment and Loan Agreement Amendment, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Note 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 Note Amendment and Loan 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. 2.2 No Liabilfty 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 Note, as amended, shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any 0 7165231v2 Res 2015-56 nor shall the City be subject to any liability thereon. The holders of the Note shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Note or the interest thereon, or to enforce payment thereof against any property of the City. The Note recites in substance that the Note, including interest thereon, is payable solely from the revenue and proceeds pledged to the payment thereof. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. SECTION 3 BANK QUALIFIED. 3.1 Qualified Tax Exempt Obligations. In order to qualify the Note as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby makes the following factual statements and representations; (1) the Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code; (2) the City hereby designates the Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code; (3) 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 City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2015 will not exceed $10,000,000; (4) not more than $10,000,000 of obligations issued by the City during the calendar year 2015 have been designated for purposes of Section 265(b)(3) of the Code; and (5) the aggregate face amount of the Note does not exceed $10,000,000. 3 7165231v2 Res 2015-56 Adopted by the City Council of the City of Mendota Heights, Minnesota this 21st day of July, 2015. ATTEST: LoYri Smith, City Clerk 0 m 7165231v2 Res 2015-56