Res 2017- 47 Amend Ed Facility Rev 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 20th day
of June, 2017 at 7:00 o'clock P.M.
The foliowing Council members were present:
and the following were absent:
Council member Petschel then introduced and read the following written resolution and
moved its adoption:
A RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO
EDUCATIONAL FACILITY REVENUE NOTE
(ST. THOMAS ACADEMY PROJECT), SERIES 2012
AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO
The motion for the adoption of the foregoing resolution was duly seconded by Council
member Duggan, and upon vote being taken thereon the following voted in favor thereof: Mayor
Garlock, Councilmembers Duggan, Miller, Paper Petschel.
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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RESOLUTION 2017 - 47
RESOLUTION PROVIDING FOR THE FIRST AMENDMENT TO
EDUCATIONAL FACILITY REVENUE NOTE
(ST. THOMAS ACADEMY PROJECT), SERIES 2012
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 1 LEGAL AUTHORIZATION AND FINDINGS.
1.1 Findin�s. The City hereby finds, determines and declares as follows:
(1) The City, pursuant to Resolution 2012-26 adopted on April 17, 2012 (the "Note
Resolution"), has previously issued its revenue note in an original aggregate principal amount of
$6,000,000 to provide funds that were loaned to St. Thomas Academy, a Minnesota nonprofit
corporation (the "Borrower"), to finance the acquisition, construction, and equipping of an
addition to and renovation of the Borrower's existing facilities, including a student center,
bookstore, offices, classrooms, fine arts center, science labs, fitness center, locker room, and
gymnasium, located in the City, which facilities are owned and operated by the Borrower (the
"Proj ect").
(2) The City issued the Educational Facility Revenue Note, Series 2012 (St. Thomas
Academy Project) dated May 21, 2012, (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 May 21, 2012 between the
City, the Borrower, and the Lender, the Borrower agreed to repay the Note in specified amounts
and at speciiied 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 Proj ect.
(4) Pursuant to a Pledge Agreement (the "Pledge Agreement") dated May 21, 2012 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.
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(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
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.
(5) This resolution constitutes a supplement to the Note Resolution.
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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 Note, 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 subj ect 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 Obli at� ions. The Note, 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").
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Adopted by the City Council of the City of Mendota Heights, Minnesota this 20th day of June,
2017.
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Mayor
ATTEST: /�
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Clerk
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