Title
Resolution Authorizing Execution of Amendment to Conduit Note and Related Documents (Nativity School Project), 1900 Stanford Avenue, District 14, Ward 3
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(a) The Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”) has heretofore issued its $8,000,000 Educational Facilities Revenue Note, Series 2007 (Nativity School Project) (the “Note”) which is held by Premier Bank (the “Lender”). The proceeds of the Note financed the acquisition, construction and equipping of the school facilities owned and operated by The Church of the Nativity of Our Lord, a Minnesota non-profit corporation (the “Borrower”) located at 1900 Stanford Avenue (the “Project”) in the City of Saint Paul (the “City”).
(b) At the Borrower’s request, the Lender has agreed to (i) reduce the interest rate on the Note, prior to the scheduled interest rate adjustment date, for the five year period beginning November 1, 2016 and ending October 31, 2021, (ii) reduce the interest rate floor, (iii) adjust the interest rate adjustment dates, and (iv) extend the maturity of the Note and reduce monthly payments by amortizing the remaining principal balance of the Note over a 20-year period with a balloon maturity.
(c) The Borrower has requested that the HRA approve an Amendment No. 2 to Educational Facilities Revenue Note, Series 2007 (Nativity School Project) (the “Note Amendment”) and an Amendment No. 2 to Loan Agreement (the “Amendment to Loan Agreement”) amending that certain Loan Agreement, dated as of May 4, 2007 (as previously amended, the “Loan Agreement”) to, among other things, authorize the changes described above.
(d) In accordance with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), the HRA held a public hearing on the Project on this date following duly published notice.
NOW THEREFORE, BE IT RESOLVED By the Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “Board”) as follows:
The Note Amendment and the Amendment to Loan Agreement as presented to the Board are hereby in all respects approved, together with any consents and such other documents as are necessary or appropriate in connection with the amendment of the Note, including various certificates of the HRA, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, and similar documents (collectively, the “Amendment Documents”) and the Chair or Commissioner and the Executive Director of the HRA and the Director, Office of Financial Services of the City (collectively, “HRA Officials”) are hereby authorized and directed to execute the Amendment Documents on behalf of the HRA and to carry out, on behalf of the HRA, the HRA’s obligations thereunder. All of the provisions of the Amendment Documents, when executed and delivered as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof.
The Amendment Documents shall be substantially in the forms on file with the Executive Director of the HRA provided that the approval hereby given to the various Amendment Documents referred to above includes approval of 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 the HRA Officials authorized herein to execute said documents prior to their execution; and said HRA Officials are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. If for any reason any of the HRA Officials is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any member of the Board or any officer of the HRA delegated the duties of any such HRA Officials with the same force and effect as if such documents were executed and delivered by such HRA Officials.
4. The authority to approve, execute and deliver future amendments to the Amendment Documents entered into by the HRA in connection with the Note Amendment is hereby delegated to the Executive Director, subject to the following conditions: (a) such amendments do not require the consent of the holder of the Note or such consent has been provided; (b) such amendments to not materially adversely affect the interests of the HRA; (c) such amendments do not contravene or violate any policy of the HRA; (d) such amendments are acceptable in form and substance to the Saint Paul City Attorney for the HRA or other counsel retained by the HRA to review such amendments; and (e) the HRA has received an opinion of bond counsel to the effect that the amendments will not adversely affect the tax-exempt character of interest on the Note. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Executive Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Executive Director, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the HRA authorized to act in the Executive Director’s place and stead.