Loading...
Res 2013- 74 Refunding Rev Bonds Dakota Bus Plaza ProjectCITY OF MENDOTA HEIGHTS DAKOTA COUNTY, MINNESOTA RESOLUTION 2013 - 74 BE IT RESOLVED by the City Council of the City of Mendota Heights (the "City" or the "Issuer "), as follows: Recitals and Findings. On or about June 29, 2000, pursuant to Minnesota Statutes, Sections 469.152 to 469.165 1, as amended (the "Act "), the City issued its Variable Rate Demand Industrial Development Refunding Revenue Bonds, Series 2000 (Dakota Business Plaza Project), (the "Bonds "), at the request of Burnsville- Dakota Business Center Associates, Limited Partnership, a New Mexico limited partnership, which, subsequent to the issuance of the Bonds, was converted, pursuant to 54- 2A, New Mexico Statutes Annotated 1978, to a New Mexico limited liability limited partnership and accordingly changed its name to Burnsville Dakota Business Center Associates, LLLP (together with its successors and assigns, the "Borrower "). The Bonds were issued pursuant to the Indenture of Trust dated as of June 1, 2000 (the "Indenture "), between the City and U.S. Bank Trust National Association (now "U.S. Bank National Association "), as trustee (the "Trustee "). The proceeds of the Bonds were loaned by the City to the Borrower to refinance a project originally undertaken by the Borrower in the City (the "Project "), pursuant to the Act, through the refunding in full of the Series 1994 Bonds previously issued by the City in comnection with the Project. The Borrower has requested the City to approve the form of a Unilateral Option (the "Unilateral Option "), granting the City an option to enter into a supplemental indenture in connection with the Bonds, the purpose of which supplement would be to extend the final maturity of the Bonds from December 1, 2014 to December 1, 2024, but only on satisfaction of the following conditions: (a) that, following December 1, 2014, the interest on the Bonds be includable in gross income for federal income tax purposes; (b) that the Bonds be subject to mandatory tender and purchase on December 1, 2014; and (c) that the Unilateral Option be exercised only upon the written direction of the Borrower (the "Borrower Direction "). In accordance with the Unilateral Option, the Borrower Direction could be exercised by the Borrower only upon satisfaction of the following conditions: (i) delivery to the City and the Trustee of an opinion of Dorsey & Whitney, LLP, as Special Financing Counsel to the Borrower, substantially to the effect that, among other things, the tax- exempt status of the Bonds not be jeopardized thereby; and (ii) the Reimbursement Bank shall consent to the execution and delivery of the supplemental indenture. There have been presented to the City forms of the following documents: A First Supplemental Trust Indenture (the "Supplemental Indenture"), to be entered into by the City and the Trustee, upon exercise of the Unilateral Option; The form of the Unilateral Option; and The form of the Borrower Direction. Approvals and Authorizations. The forms of the Unilateral Option, the Borrower Direction and the Supplemental Indenture, as currently on file in the office of the City Administrator, are hereby approved. The Mayor and the City Administrator, or either of them, and any one or more other officers of the City, acting in the absence of either or both of the Mayor and the City Administrator, are hereby authorized and directed to execute and deliver the Supplemental Indenture in such form, together with such modifications thereto as the officer or officers executing and delivering the same shall approve, such execution and delivery to constitute conclusive evidence of such approval; provided, however, that the execution and delivery of the Supplemental Indenture shall be conditioned on the delivery to the City and the Trustee of a duly executed Borrower Direction. The Borrower Direction may be exercised by the Borrower only as provided for herein and in the Unilateral Option. Upon delivery of the Borrower Direction, one or more officers of the City, as specified herein, shall forthwith execute and deliver to the Trustee the Supplemental Indenture. Under no circumstances shall the Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues to be received from the Borrower specifically pledged to the payment thereof, and, notwithstanding anything else herein or in the Supplemental Indenture, each Bond shall recite in substance that such Bond, including interest thereon, is payable solely from said revenues and funds specifically pledged to the payment thereof, and shall not constitute a debt or pecuniary liability of the City within the meaning of any constitutional or statutory limitation. Adopted by the City Council of the City of Mendota Heights this I" day of October, 2013. CITY COUNCIL CITY OF MENDOTA HEIGHTS IN, rum Attest: Justin Miller, City Administrator Res. 2013-74 page 2 of