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HomeMy WebLinkAbout22-067 - ADMIN Resolution - City Council - 2022/04/18Resolution No. 22-067 Resolution approving amendments to the Revenue Note (Breck School Project), Series 2012A, and authorizing the execution and delivery of documents related thereto Be it resolved by the City Council (the “City Council”) of the City of St. Louis Park, Hennepin County, Minnesota (the “City”) as follows: Section 1. Recitals. 1.01. On October 24, 2012, the City issued its Revenue Note (Breck School Project), Series 2012A (the “Series 2012A Note”), in the original aggregate principal amount of $6,500,000, pursuant to Minnesota Statutes, Sections 469.152 through 469.1655, as amended, Minnesota Statutes, Section 471.656, as amended, and a resolution adopted by the City Council on September 24, 2012 (the “Note Resolution”). The City loaned the proceeds of the Series 2012A Note (the “Loan”) to Breck School, a Minnesota nonprofit corporation (the “Borrower”), pursuant to the terms of a Loan Agreement, dated as of October 1, 2012 (the “Loan Agreement”), between the City and the Borrower. The City assigned its rights to the basic payments and certain other rights under the Loan Agreement to U.S. Bank National Association, a national banking association (the “Lender”), pursuant to a Pledge Agreement, dated as of October 1, 2012 (the “Pledge Agreement”), between the City and the Lender. The Borrower and the Lender entered into the Supplemental Agreement, dated as of October 1, 2012, which set forth certain covenants with respect to the Series 2012A Note and the Revenue Note (Breck School Project), Series 2012B (the “Series 2012B Note”), issued by the City of Minnetonka, Minnesota on November 8, 2012, in the original aggregate principal amount of $6,500,000. 1.02. The Borrower used the proceeds of the Series 2012A Note and the Series 2012B Note to finance the cost of the demolition of a significant portion of the existing Upper School on the Borrower’s campus located at 123 Ottawa Avenue North, Golden Valley, Minnesota, the construction and equipping of a new Upper School on the same site, and the rehabilitation and repurposing of the existing science facilities (the “Project”). 1.03. The Lender has agreed to amend certain terms of the Series 2012A Note (the “Amendments”), including changes to covenants in the documents related to the Series 2012A Note, changes to the prepayment terms of the Series 2012A Note, and adjustments to the interest rate calculation. 1.04. The City has been advised by Kennedy & Graven, Chartered, acting as bond counsel (“Bond Counsel”), that the proposed Amendments constitute a significant modification of the Series 2012A Note and will cause a “reissuance” of the Series 2012A Note for tax purposes pursuant to Section 1.1001-3 of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”). For tax purposes, the Series 2012A Note will be treated as being refunded on the effective date of the Amendments. 1.05. On the date hereof, the City Council held a duly noticed public hearing regarding the approval of the Amendments, where all persons interested were given the opportunity to be heard. 1.06. There has been presented before the City Council an amended and restated form of the Series 2012A Note, which incorporates the Amendments. DocuSign Envelope ID: 2B678B39-EA1A-42F2-AC8C-72D476C6304C Resolution No. 22-067 2 Section 2. Findings; Authorizations and Approvals. 2.01. The City Council hereby consents to and approves the Amendments to the Series 2012A Note and authorizes and directs the Mayor and the City Manager to execute the amended and restated Series 2012A Note substantially in the form on file with the City on the date hereof, which is hereby approved, with such changes as shall be approved by the Mayor and the City Manager; provided that the execution thereof by the Mayor and t he City Manager shall be conclusive evidence of such approval. 2.02. The Mayor and the City Manager are hereby designated as the representatives of the City with respect to the Amendments to the Series 2012A Note. The Mayor, the City Manager, the Finance Director, and other officers of the City are authorized and directed to execute and deliver any and all certificates, agreements, or other documents which are required by the Loan Agreement, or deemed necessary by Bond Counsel in connection with the reissuance of the Series 2012A Note, or are required by Bond Counsel to complete the Amendments to the Series 2012A Note and establish the validity or enforceability of the Series 2012A Note or the exclusion from gross income of interest on the Series 2012A Note for purposes of federal income taxation and State of Minnesota taxation (including but not limited to the execution of an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038). 2.03. As provided in the Loan Agreement and the Note Resolution, the Series 2012A Note shall not be payable from nor charged upon any funds other than the revenues pledged to its payment, nor shall the City be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the Series 2012A Note shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Series 2012A Note or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement and the revenues and assets thereunder, which have been assigned to the Lender pursuant to the Pledge Agreement. The Series 2012A Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, except the interests of the City in the Loan Agreement, and the revenues and assets thereunder, which have been assigned to the Lender pursuant to the Pledge Agreement. Section 3. Effective Date. This resolution shall be in full force and effect from and after its passage. Reviewed for Administration: Adopted by the City Council April 18, 2022 Kim Keller, city manager Jake Spano, mayor Attest: Melissa Kennedy, city clerk DocuSign Envelope ID: 2B678B39-EA1A-42F2-AC8C-72D476C6304C