Loading...
RES 2009-72 - 14666RESOLUTION NO. 2009 - 72 RESOLUTION APPROVING THE AMENDMENT OF THE CITY OF FRIDLEY, MINNESOTA EDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2002 (TOTINO -GRACE HIGH SCHOOL PROJECT) AND THE LOAN AGREEMENT RELATING THERETO AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the City of Fridley (the "City ") is authorized under Minnesota Statutes, Section 469.152 to 469.165 1, as amended (the "Act ") to issue certain revenue bonds. WHEREAS, the City issued its revenue Note (defined below) in the aggregate principal amount of up to $4,000,000 to provide funds to be loaned to Grace High School, a nonprofit corporation organized under the laws of the State of Minnesota (d /b /a Totino -Grace High School) (the 'Borrower ") to finance and refinance the non - religious portions of the renovation and equipping of, and construction of additions to, a high school known as Totino -Grace High School, owned and operated by the Borrower and located at 1350 Gardena Avenue NE in the City (the "Project "). The land (the "Land ") upon which the existing school and the Project is located is owned by the Archdiocese of St. Paul and Minneapolis (the "Archdiocese ") and leased to the Borrower. WHEREAS, the City Council held a public hearing on December 9, 2002, on the issuance of the Note to finance the Project. WHEREAS, the City issued its Educational Facilities Revenue Note, Series 2002 (Totino -Grace High School Project) (the "Note ") to finance the Project. The Note was purchased by North American Banking Company, a Minnesota corporation (the "Lender "). The City loaned the proceeds of the Note (the "Loan ") to the Borrower to finance and refinance the Proj ect. WHEREAS, that certain Loan Agreement, dated as of December 1, 2002 (the "Loan Agreement "), was entered into between the City and the Borrower. WHEREAS, pursuant to a Pledge Agreement (the "Pledge Agreement ") entered into between the City and the Lender, the City pledged and assigned all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights and interests of the City, including indemnification and to reimbursement for certain costs and expenses). WHEREAS, the Note does not constitute an indebtedness, a pecuniary liability, a moral or general obligation or a loan of the credit of the City, and the Note is not and may not be secured by, and is not and may not be a charge, lien or encumbrance, legal or equitable, against the property, funds, general credit or taxing powers of City. The Note is a special and limited revenue obligation of the City payable solely from the revenues provided for the payment thereof pursuant to the Loan Agreement or pursuant to a mortgage, a security agreement or such other security (if any) as may be provided to the Lender by the Borrower. 24367750 Resolution No. 2009 -72 Page 2 WHEREAS, the Lender has agreed to loan additional amounts up to $5,750,000 to the Borrower pursuant to a separate new direct bank loan to finance additional improvements to the Borrower's school facilities (the "Bank Loan "). WHEREAS, the City has received a request from the Borrower and the Lender to amend the Note and the Loan Agreement to accommodate the Bank Loan by adjusting principal amortization of the Note and expressly providing that the Archdiocese may grant a mortgage lien in the Land and that the Borrower may grant a security interest in its property to secure the Bank Loan. WHEREAS, in order to accomplish these amendments, the Borrower and the Lender have requested that the City approve and authorize the execution of a First Amendment to Loan Agreement (the "First Amendment to the Loan Agreement "), a First Amendment to the Note (the "First Amendment to the Note ") and documents related thereto. BE IT RESOLVED by the City Council (the "City Council ") of the City as follows: 1. The amendment of the Note and Loan Agreement to adjust the principal amortization, accommodate the granting of security for the Bank Loan and related changes is hereby approved. The forms of the proposed First Amendment to the Note and the proposed First Amendment to the Loan Agreement are hereby approved in substantially the form heretofore presented to the City Council together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel or required by special counsel to the City prior to the execution of the documents, and the Mayor and City Manager are authorized to execute and deliver the First Amendment to the Note and the First Amendment to the Loan Agreement in the name of and on behalf of the City. In the event of the absence or disability of the Mayor or the City Manager such officers of the City as may act in their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 2. The officers of the City are authorized to furnish to Bond Counsel certified copies of this Resolution and affidavits or certificates as to all other matters within their knowledge and control and such other certifications as may be reasonably requested. 3. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this 24367750 Resolution No. 2009 -72 Page 3 Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY ON THE 14TH DAY OF DECEMBER, 2009. 044tg'-10 SCOTT J. LUND, MAYOR '& � I amas.e DEBRA A. SKOGEN ITY CLERK 2436775x3