Res 2020- 44 St Thomas Refunding Note 2nd AmendmentExtract 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 4th day
of August, 2020 at 5:00 o'clock P.M.
The following Council members were present: Mayor Garlock, Councilors Duggan,
Miller, Paper, Petschel
and the following were absent: none
Council member Petschel then introduced and read the following written resolution and
moved its adoption:
RESOLUTION 2020-44
A RESOLUTION PROVIDING FOR THE SECOND 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 Mayor
Garlock, and upon vote being taken thereon the following voted in favor thereof: Mayor
Garlock, Councilors Duggan, Miller, Paper, Petschel
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted.
127012830 Res 2020-44
RESOLUTION 2020-44
RESOLUTION PROVIDING FOR THE SECOND 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 1 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 "Original
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"). The
Original Resolution was modified pursuant to Resolution 2015-56 adopted on July 21, 2015 (the
"First Amendment Resolution" and, with the Original Resolution, the "Note Resolution").
(2) The City issued the Educational Facilities Revenue Refunding Note, Series 2010 (St.
Thomas Academy Project) dated September 1, 2010, as amended by the Amendment to
Educational Facilities Revenue Refunding Note, Series 2010 (St. Thomas Academy Project)
dated September 1, 2015 (collectively, 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 dated September 1, 2010, as amended by a First
Amendment to Loan Agreement dated September 1, 2015 (collectively, the "Loan Agreement")
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).
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127012830 Res 2020-44
(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 Second 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").
SECTION 2 AUTHORIZATION OF NOTE AMENDMENT.
2.1 Approval and Execution of Note Amendment.
(1) The Note 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 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 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 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 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 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 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
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127012830 Res 2020-44
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 amended, 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, as amended, is not treated as a "private activity bond" under Section 265(b)(3)
of the Code;
(2) the Note, as amended, is deemed designated as a qualified tax-exempt obligation for
purposes of Section 265(b)(3) of the Code; and
(3) the aggregate face amount of the Note, as amended, does not exceed $10,000,000.
127012830 Res 2020-44
Adopted by the City Council of the City of Mendota Heights, Minnesota this 4th day of August,
2020.
Mayor
ATTEST: 7 ��
Clerk
Res 2020-44
127012830
CERTIFICATE
STATE OF MINNESOTA )
COUNTY OF DAKOTA )
CITY OF MENDOTA HEIGHTS )
I, Lorri Smith, duly appointed, acting and qualified Clerk of the City of Mendota Heights, do
hereby certify that I have examined the City of Mendota Heights records and the Minute Book of
said Authority for the meeting of the 4th of August, 2020 and that the attached copy of the
RESOLUTION PROVIDING FOR THE SECOND AMENDMENT TO EDUCATIONAL
FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT),
SERIES 2010 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 E;—" -day of Wl�q 12020.
_-0
Clerk
City of Mendota Heights
Res 2020-44
127012830