HomeMy WebLinkAbout18-194 - ADMIN Resolution - City Council - 2018/12/17Resolution No. 18-194
Approving amendments to the educational facilities revenue refunding note
(Benilde-St. Margaret's School Project), series 2011a, and authorizing the
execution and delivery of an amended and restated note
Be it resolved by the City Council (the "City Council") of the City of St. Louis Park,
Minnesota (the "City"), as follows:
Section 1. Recitals.
1.01. The City is a home rule charter city and political subdivision duly organized and
existing under its charter and the Constitution and laws of the State of Minnesota.
1.02. On June 23, 2011, pursuant to Resolution No. 11-049 adopted by the City
Council of the City on April 25, 2011 (the "Note Resolution"), the City issued its Educational
Facilities Revenue Refunding Note (Benilde-St. Margaret's School Project), Series 2011A (the
"Note"), in the original aggregate principal amount of $6,499,999.
1.03. The City loaned the proceeds of the Note to Benilde-St. Margaret's School, a
Minnesota nonprofit corporation (the "Borrower"), pursuant to a Loan Agreement, dated
June 23, 2011 (the "Loan Agreement"), between the City and the Borrower, for the purposes of
refinancing a portion of the construction of improvements to a secondary school facility
operated by the Borrower and located at 2501 Highway 100 South in the City, including a new
performing arts center, additional classrooms, a new library, new administrative offices, the
replacement of existing bleachers, and the equipping and remodeling of existing classrooms
and office areas.
1.04. Bremer Bank, N.A., a national banking association (the "Lender"), purchased the
Note from the City.
1.05. The Note accrues interest at a variable interest rate, and the Lender has agreed
to decrease the interest rate due on the Note (the "Amendment").
1.06. Kennedy & Graven, Chartered, has represented that such Amendment to the
terms of the Note will not be considered a significant modification of the Note and will not
result in a reissuance of the Note for tax purposes pursuant to Section 1.1001-3 of the Treasury
Regulations promulgated under the Internal Revenue Code of 1986, as amended.
1.07. There has been presented before the City Council a form of amended and restated
Note (the "Amended Note"), which incorporates the proposed Amendments to the Note.
Section 2. Approvals.
2.01. The City Council hereby consents to, approves, authorizes, and directs the
execution of the Amended Note by the Mayor and the City Manager, substantially in the form
on file with the City on the date hereof, which is hereby approved, with such changes as shall
Resolution No. 18-194
be approved by the Mayor and the City Manager; provided that the execution thereof by the
Mayor and the City Manager shall be conclusive evidence of such approval.
2.02. As provided in the Loan Agreement and the Note Resolution, the Amended Note
shall not be payable from nor charged upon any funds other than the revenues pledged to their
payment, nor shall the City be subject to any liability thereon, except as otherwise provided in
this paragraph. No holder of the Amended Note shall ever have the right to compel any
exercise by the City of its taxing powers to pay any of the Amended 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. The Amended 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.
Section 3. Effective Date.This resolution shall be in full force and effect from and
after its passage.
Attest:
Melis Kenn dy, 6ky Cl k
Adopted by the City Council Dec. 17, 2018
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