05-09 Resolution No. 12097CITY OF RICHFIELD, MINNESOTA
RESOLUTION NO. ________
RESOLUTION APPROVING AMENDMENTS TO CERTAIN
REVENUE NOTES ISSUED FOR THE BENEFIT OF ACADEMY
OF HOLY ANGELS AND AUTHORIZING THE EXECUTION AND
DELIVERY OF ALLONGES TO THE NOTES
WHEREAS, on December 30, 2002, pursuant to a resolution adopted by the City
Council of the City of Richfield, Minnesota (the “City”) on December 10, 2002 (the “Series 2002
Note Resolution”), the City issued its Educational Facilities Revenue Note (Academy of Holy
Angels Project), Series 2002, in the original aggregate principal amount of $8,540,000, which
was amended and restated on April 30, 2004, and further amended and restated on
January 11, 2013 (collectively, the “Series 2002 Note”); and
WHEREAS, the City loaned the proceeds of the Series 2002 Note to Academy of Holy
Angels, a Minnesota nonprofit corporation (the “Borrower”), pursuant to a Loan Agreement,
dated as of December 1, 2002 (the “Series 2002 Loan Agreement”), between the City and the
Borrower, for the purposes of financing the renovation and equipping of, and the construction of
additions to, and the refinancing of certain existing indebtedness with respect to the non-religious
portions of a school for grades nine through twelve known as Academy of Holy Angels High
School, leased and operated by the Borrower, and located at 6600 Nicollet Avenue South in the
City (the “Facility”); and
WHEREAS, on December 12, 2003, pursuant to a resolution adopted by the City
Council on November 25, 2003 (the “Series 2003 Note Resolution”), the City issued its
Educational Facilities Revenue Note (Academy of Holy Angels Project), Series 2003, in the
original aggregate principal amount of $1,460,000, which was amended and restated on
April 30, 2004, and further amended and restated on January 11, 2013 (collectively, the
“Series 2003 Note”); and
WHEREAS, the City loaned the proceeds of the Series 2003 Note to the Borrower
pursuant to a Loan Agreement, dated as of December 1, 2003 (the “Series 2003 Loan
Agreement”), between the City and the Borrower, for the purposes of financing the renovation
and equipping of, and the construction of additions to, and the refinancing of certain existing
indebtedness with respect to the non-religious portions of the Facility; and
WHEREAS, First Interstate Bank, a Montana corporation (the “Lender”), is the holder of
the Series 2002 Note and the Series 2003 Note (together, the “Notes”); and
WHEREAS, as of the date hereof, interest on the Notes is calculated using the thirty
(30) day LIBOR formula; and
WHEREAS, the use of LIBOR (the London Interbank Offered Rate) is currently being
phased out and will no longer be available as of June 30, 2023; and
WHEREAS, the Lender has informed the City and the Borrower that, as of July 1, 2023,
interest on the Notes will be calculated using SOFR (Secured Overnight Financing Rate for
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Res. 12097
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United States Dollars) index, and such change (the “Amendment”) must be reflected in the
Notes; and
WHEREAS, Kennedy & Graven, Chartered, as bond counsel to the City with respect to
the issuance of the Notes, has represented that such Amendment to the Notes will not be
considered a significant modification of the Notes and will not result in a reissuance of the Notes
for tax purposes pursuant to Section 1.1001-3 of the Treasury Regulations promulgated under
the Internal Revenue Code of 1986, as amended, as the rate has been replaced with a qualified
floating rate (as defined in Treasury Regulation Section 1.1275-5(b)); and
WHEREAS, there has been presented before the City Council forms of (i) an Allonge to
the Series 2002 Note, which incorporates the proposed Amendment to the Series 2002 Note;
and (ii) an Allonge to the Series 2003 Note, which incorporates the proposed Amendment to the
Series 2003 Note; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
RICHFIELD, MINNESOTA, AS FOLLOWS:
1.The City Council hereby consents to, approves, authorizes, and directs the
execution of the Allonge to the Series 2002 Note and the Allonge to the Series 2003 Note
(together, the “Allonges”) by the Mayor and the City Manager, substantially in the forms on file
with the City on the date hereof, which are 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 the City Manager shall be conclusive evidence of such approval.
2.As provided in the Series 2002 Loan Agreement and the Series 2002 Note
Resolution, the Series 2002 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 Series 2002 Note shall ever
have the right to compel any exercise by the City of its taxing powers t o pay any of the
Series 2002 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 Series 2002 Loan Agreement and the
revenues and assets thereunder, which have been assigned to the Lender. The Series 2002
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 Series 2002 Loan Agreement, and the
revenues and assets thereunder, which have been assigned to the Lender.
3.As provided in the Series 2003 Loan Agreement and the Series 2003 Note
Resolution, the Series 2003 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 Series 2003 Note shall ever
have the right to compel any exercise by the City of its taxing powers to pay any of the
Series 2003 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 Series 2003 Loan Agreement and the
revenues and assets thereunder, which have been assigned to the Lender. The Series 2003
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 Series 2003 Loan Agreement, and the
revenues and assets thereunder, which have been assigned to the Lender.
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4.The Mayor and/or the City Manager are authorized and directed to execute and
delivery any additional documents or certificates deemed necessary to carry out the
transactions described in the Allonges and the intention of this resolution.
5.This resolution shall be in full force and effect from and after its passage.
Passed by the City Council of the City of Richfield, Minnesota this ____ day of __________, 2023.
Mary B. Supple, Mayor
ATTEST:
_____________________, City Clerk
RC145-502 (JAE)
859861v1
Dustin Leslie
9th May