HomeMy WebLinkAbout9.a. St. Joseph School Project – Approve the Amendment to an Educational Facilities Revenue Note 9 ROSEMOLINT EXECUTIVE SUMMARY
CITY COUNCIL
City Council Meeting Date: February 6, 2011
AGENDA ITEM: St. Joseph School,Project — Approve the AGENDA SECTION:
Amendment to an Educational Facilities New Business
Revenue Note
PREPARED BY: Jeff May, Finance Director AGENDA NO. q .G
ATTACHMENTS: Resolution, Amendment to Original Note APPROVED BY:
OD-)
RECOMMENDED ACTION: Motion to adopt a Resolution Approving the Amendment to an
Educational Facilities Revenue Note and Authorizing the Execution of Documents Related
Thereto (St. Joseph School Project).
ISSUE
Take the necessary action to complete the restructuring of the original financing for, the St. Joseph school
project.
BACKGROUND
This item is on the agenda for Council to approve the final resolution and authorize the execution of the
necessary documents to complete the restructuring of the original financing for the St. Joseph school
project. This original note was issued in 2008 and was the first of this type of note that the City has
undertaken since the Council adopted a Private Activity -Tax- Exempt Financing Policy on March 6th of
2006. This is also the first time that we have had a borrower come back to have their original note
restructured. This is the only step involving the financing for this project for the, City.
St. Joseph's is in cbrripliance with the City's Private Activity Tax- Exempt Financing Policy at this time.
SUMMARY
Recommend approval of the Motion listed under the Recommended Action.
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CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2012-
RESOLUTION APPROVING THE AMENDMENT -TO ,.
AN EDUCATIONAL FACILITIES REVENUE NOTE
AND,AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO
(ST. JOSEPH SCHOOL
BE IT 'RESOLVED by the City Council of the City of Rosemount, 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 2008 -87 adopted on October 21, 2008 (the "Note
Resolution ") has previously issued its revenue note in an original aggregate principal amount of
$4,775,000 to provide funds that were loaned to The Church of St Joseph of Rosemount,
Minnesota, a Minnesota religious corporation (the "Borrower ") to finance a portion of the costs of
the construction and equipping of an approxim 46,000 square foot K -8 school to be located at
13900 Biscayne Avenue in the City, which facilities will be owned and operated by the Borrower (the
"Project ").
(2) The City issued the Educational Facilities Revenue Note, Series 2008A (St. Joseph School
- Project) dated November 21, 2008 (the "Note ") pursuant to Minnesota Statutes, Section 469.152 to
469.1651, as amended (the "Act ") and sold the Note to Anchor Bank Saint Paul, National
Association, now known as Anchor Bank, N.A., a national banking association (the "Lender ").
(3) Pursuant to a Loan Agreement (the "Loan Agreement ") dated November 21, 2008 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 November 21, 2008
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 indemni
and to reimbursement for certain costs and expenses).
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(5) In order to secure it obligations under the Loan Agreement, the Borrower mortgaged and
granted a security interest in certain of its real and personal property pursuant to a Mortgage and
Security Agreement and Fixture Financing Statement and 'Assignment of Leases and Rents dated
November 21, 2008 in favor of the Lender.
(6) 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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RESOLUTION 2012 —
(7) 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 inrthe 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 is made a part of this Resolution as though fully set forth herein and
is hereby approved in substantially the form presented to the City Council. The Mayor and the
Clerk are authorized and directed to execute, acknowledge, and deliver the Note Amendment
behalf of the City with such changes, insertions, and omissions therein 'as the attorney 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 Clerk 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 Clerk and other officers of the City are authorized to furnish to the Lender,
the Borrower, and bond counsel 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 Clerk 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 father 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 fultforce 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 faxing power of the City to pay the outstanding principal on the Note of 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, are payable solely from the revenue and
proceeds pledged to the payment thereof. The Note shall riot constitute a debt of the City within
the meaning of any constitutional or statutory limitation.
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RESOLUTION 2012
SECTION 3 •BANK QUALIFIED.
3.1 Deemed Bank Qualified. The Note, as amended is deemed designated as a "qualified tax -
exempt obligation" within the meaning and pursuant to requirements of Section 265(b)(3)(D)(ii)
of the Code.
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RESOLUTION 2012 —
Adopted by the City Council of the City of Rosemount, Minnesota this 6th day of February, 2012.
Mayor
ATTEST:
Clerk
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CERTIFICATE
STATE OF MINNESOTA ) e.
COUNTY OF DAKOTA
CITY OF ROSENIOUNT )
I, , duly appointed, acting and qualified Clerk of the City of Rosemount, do
hereby certify that I have examined the City of Rosemount records and the Minute Book of said
Authority foi the meeting'of the 6th of February, 2012 and that the attached copy of the
RESOLUTION APPROVING THE AMENDMENT TO AN °EDUCATIONAL FACILITIES
REVENUE NOTE AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED
TH ERETO (ST. JOSEPH SCHOOL PROJECT) 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 day of February, 2012.
Clerk
City of Rosemount"
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA'
CITY OF ROSEMOUNT
FIRST AMENDMENT TO EDUCATIONAL FACILITIES REVENUE NOTE,
SERIES 2008A
(ST. JOSEPH SCHOOL PROJECT)
WHEREAS, on November 21, 2008, the City of Rosemount, Minnesota (the "Issuer ")
issued its $4,775,000 ,Educational Facilities Revenue Note, Series 2008A (St. Joseph School
Project) (the "Series 2008 Note ") promising to pay Anchor Bank Saint Paul, National
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Association, now known as Anchor Bank, ^ N.A. (the "Lender "); and
WHEREAS, Anchor Bank Saint Paul; National Association changed its name to Anchor
Bank, N.A. as a result of merger, consolidation, amendment to charter or articles of
incorporation or association, or conversion of articles of incorporation or charter from federal to
state, state to federal, or from one form of entity to another; and
WHEREAS, pursuant to a Loan Agreement (the "Loan Agreement ") dated November 21,
2008 between the Issuer, The Church of St. Joseph of Rosemount, Minnesota, a Minnesota
religious corporation (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 Series 2008 Note; and
WHEREAS, pursuant to a Pledge Agreement (the "Pledge Agreement") dated November
21, 2008 between the Issuer and the Lender, the Issuer 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); and
WHEREAS, the Lender and the Borrower have informed the Issuer that they have agreed
to certain changes in the terms of the Series 2008 Note; and
WHEREAS, pursuant to a resolution of the Issuer adopted on February 6, 2012 (the
"Resolution "), the Issuer has agreed to the requested changes ° to the terms of the Series 2008
Note; and
`WHEREAS, this First Amendment is authorized to be attached to the Series 2008 Note to
evidence the amendments made hereby.
1. The name° of the Lender in the Series 2008 Note is hereby amended to read
"Anchor Bank, N.A." in all instances where it may appear.
2. The Series 2008 Note is hereby amended by deleting paragraph 1(a) in its entirety
and replacing it with the following:
(a) From the date of issuance until and through February , 2012, this Note
shall
bear interest at the rate of four and twenty -six hundredths percent (4.26 %) per
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annum; and from February _, 2012 until and through November 20, 2016, this Note
shall bear interest at the rate of three and one - quarter percent (3.25 %) per annum.
3. The Series 2008 Note is hereby amended by deleting, in paragraph 1(b) of the
Series 2008 Note, the dates reading "November 21, 2013, November 21, 2018, November 21,
2023, and November 21, 2028" and replacing them with the dates reading "November 21, 2016, r�
November 21, 2021, November 21, 2026, and November 21, 2031. "
4. The Series 2008 Note is hereby amended by deleting paragraph 10 in its entirety
and replacing it with the following:
10. This Note may be prepaid in whole or in part at any time; without a
prepayment penalty if the prepayment is made from a source other than financing,
proceeds received from a lender or creditor other than the Lender. In the event of a
prepayment with proceeds received from a financing with a lender or creditor other than
the Lender, the Borrower shall pay a penalty equal to an amount expressed as a
percentage of the principal amount to be prepaid as follows:
rt
Prepayment Date Penalty
February , 2012 through February _, 2013 10% ,
February _, 2013 through February _, 2014 8%
February , 2014 through February _, 2015 6 %'
February _, 2015 through February _, 2016 4%
February _, 2016 through February _,. 2017 2%
February _, 2017 and thereafter 0%
In the event of prepayment of this Note, the Lender shall apply any such prepayment
against the accrued interest on the Principal Balance of this Note then outstan ding and
then to the Principal Balance of this Note:
5. All other terms and provisions of the Series 2008 Note remain in full force and
`effect.
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IN WITNESS WHEREOF; the City of Rosemount, Minnesota, The Church of St. Joseph
of Rosemount, Minnesota, and Anchor Bank, N.A. have caused this First Amendment to Note to
be duly executed in their names and have caused this First Amendment to Note.to be dated as of
February , 2012
CITY OF ROSEMOUNT, MINNESOTA
By
Its Mayor.
{ By
Its Clerk
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