07-08-2015 Council Packet - Laserfiche WebLink

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has given its final authorization for the issuance of the Series 2015 Note and amendments to the Series 2011A Note and the Series 2012A Note, among other things. The Borrower will come before the City Council at its meeting on Wednesday, July 8, 2015 to request consideration of a resolution authorizing amendments to the Series 2011B Note and the Series 2012B Note (the "Resolution"), The proposed amendments to the Prior Notes constitute a significant modification of the Prior Notes and will cause a reissuance of the Prior Notes tinder federal income tax law and regulations, and upon the effective elate of such amendments, the Prior Notes will be treated as if they were refunded on such dates. In order for the amended Series 2011B Note (the "Amended Series 2011B Note") and the amended Series 2012B Note (the "Amended Series 2012B Note") to be deemed designated as "qualified tax-exempt obligations" under the provisions of Section 265(b)(3)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), the Resolution authorizes all actions necessary to ensure that the Series 2015 Note, the amended Series 2011A Note, the amended Series 2012A Note, the Amended Series 2011B Note, and the Amended Series 2012E Note will be treated as separate issues for federal income tax purposes, The Amended Series 2011B Note and the Amended Series 2012B Note will continue to constitute special limited obligations of the City, payable solely from the revenues received from the Borrower and the Phase I Project and other property pledged to their payment, and will not constitute general or moral obligations of the City. Therefore, the City cannot be compelled to exercise its taxing power to pay any portion of the Amended Series 2011E Note or the Amended Series 2012B Note, and payment for the Amended Series 2011B Note and the Amended Series 2012B Note cannot be enforced against any property of the City. The Series 2015 Note proposed to be issued by Arden Hills to finance the Phase II Project and the Series 2011A Note and Series 2012A Note proposed to be amended by Arden Hills (together, the "Arden Hills Amended. Notes") will not constitute a pecuniary liability or charge, lien, or encumbrance, legal or equitable, upon any funds, assets, taxing powers, or any other property of the City or of Arden hills. The Series 2015 Note will be payable solely from the revenues received from the Borrower and the Phase II Project and other property pledged to its payment, and will not constitute a general or moral obligation of the City. The Arden Hills Amended Notes will continue to constitute special limited obligations of the City, payable solely from the revenues received from the Borrower and the Phase I Project and other property pledged to their payment, and will not constitute general or moral obligations of the City or of Arden Hills. Therefore, neither the City nor Arden Hills can be compelled to exercise their taxing powers to pay any portion of the Series 2015 Note or the Arden Hills Amended Notes, and payment for the Series 2015 Note and the Arden Hills Amended. Notes cannot be enforced against any property of the City or of Arden Hills. If the City Council adopts the Resolution, City will have authority to amend the Series 2011B Note and Series 2012B Note, Please contact the undersigned at your convenience with any questions with regard to the foregoing, KENNEDY & GRAVEN, CHARTERED John Utley AR200-016 (SEL) 463656v,1