Loading...
Res 2000 - 46 Authorizing the Issuance & Sale of $2,300,000 Variable Rate Demand Industrial Development Refunding Revenue Bonds (Dakota Business Plaza Project) Series 2000 to Refinance a ProjectRESOLUTION NO. 00-46 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $2,300,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (DAKOTA BUSINESS PLAZA PROJECT) SERIES 2000 TO REFINANCE A PROJECT BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota (the "Issuer"), as follows: 1. The Issuer has received a proposal from Burnsville -Dakota Business Center Associates, Limited Partnership, a New Mexico limited partnership (the "Company") that the Issuer undertake to refinance a certain Project as herein described, pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), through issuance by the Issuer of its $2,300,000 Variable Rate Demand Industrial Development Refunding Revenue Bonds (Dakota Business Plaza Project), Series 2000 (the "Bonds"). 2. It is proposed that, pursuant to a Loan Agreement dated as of May 1, 2000, between the Issuer and the Company (the "Loan Agreement"), the Issuer loan the proceeds of the Bonds to the Company to redeem and refund the outstanding principal balance of the Issuer's $2,300,000 Industrial Development Refunding Revenue Bonds (Dakota Business Plaza Project), Series 1994 (the "Series 1994 Bonds"). The Series 1994 Bonds were issued to refund certain tax- exempt debt of the Issuer used to finance the acquisition, construction and equipping of an office/showroom/warehouse facility in the City of Mendota Heights, (the "Project"). The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the Issuer assign its rights to the basic payments and certain other rights under the Loan Agreement to U.S. Bank Trust National Association, in Minneapolis, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated as of May 1, 2000 (the "Indenture"). Payment of the Bonds is initially secured by an irrevocable Letter of Credit to be issued by Norwest Bank Minnesota, National Association in favor of the Trustee in an amount equal to the principal amount of the Bonds plus certain additional interest and premium thereon. Norwest Investment Services, Inc.'(the "Underwriter") will offer the Bonds for sale, pursuant to an Official Statement (the "Official Statement") and in accordance with a Bond Purchase Agreement among the Issuer, the Company and the Underwriter (the "Bond Purchase Agreement"). 3. Forms of the following documents have been presented to the Issuer and are proposed to be executed by the Issuer in connection with issuance of the Bonds: (a) The Loan Agreement (b) The Indenture (c) The Bond Purchase Agreement 1165591.1 2 The use of the Official Statement is hereby authorized, but the Issuer has not participated in the preparation of or reviewed, and will not participate in the preparation or review of, the Official Statement or any preliminary Official Statement and has not made and will not make any independent investigation of the facts and statements provided therein; accordingly, the Issuer assumes no responsibility with respect thereto, including without limitation as to matters relating to the accuracy, completeness or sufficiency of the Official Statement. 4. It is hereby found, determined and declared that: (a) it is desirable that the Bonds be issued by the Issuer upon the terms set forth in the Indenture; (b) under the provisions of Minnesota Statutes, Section 469.162, and as provided in the Loan Agreement and Indenture, the Bonds shall be and constitute only a special and limited revenue obligation of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to the Agreement and the Indenture; the Bonds shall never constitute an indebtedness, a moral or general obligation or a loan of the credit of the Issuer or a charge, lien or encumbrance, legal or equitable, against the Issuer's property, general credit or taxing powers; and no holder of any Bonds shall ever have the right to compel any exercise by the Issuer of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the Issuer except the interests of the Issuer in the Loan Agreement which have been assigned to the Trustee under the Indenture. 5. The Loan Agreement, Indenture and Bond Purchase Agreement are hereby authorized to be executed in the name and on behalf of the Issuer by the Mayor and City Administrator at such time, if any, as they in their discretion may deem appropriate. Any other documents and certificates necessary in connection with the issuance of the Bonds are similarly authorized to be executed and delivered by the appropriate Issuer officers. 6. The issuance of the Bonds in the form and upon the terms, including interest rates and maturity, set forth in the Indenture is hereby authorized. The offer of the Underwriter to purchase the Bonds at par is hereby accepted. 7. The officers of the Issuer are authorized to prepare and furnish to the Underwriter certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Bonds 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 Issuer as to the truth of all statements contained therein. 8. The approval hereby given to the various 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 1165591.1 3 and approved by the Issuer officials authorized herein to execute said documents prior to their execution; and said Issuer officials are hereby authorized to approve said changes on behalf of the Issuer. The execution of any instrument by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or Administrator, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or Acting Administrator, respectively. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA, THIS 16TH DAY OF MAY, 2000. Mayor ATTEST: City Administrator 1165591.1 4