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HomeMy WebLinkAboutResolution No. 016-23 - Resolution - Amendment to the Commercial Development Revenue Note Series 2010 - Goodwill Industries Project RESOLUTION Approving an Amendment to the Commercial Development Revenue Note, Series 2010 (Goodwill Industries Project), as Amended, and Authorizing the Execution and Delivery of an Allonge to the Note. WHEREAS, the City of Rochester, Minnesota (the “City”), is a home rule charter city duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota; and WHEREAS, on March 29, 2010, pursuant to a resolution adopted by the Common Council of the City on January 4, 2010 (the “Note Resolution”), the City issued its Commercial Development Revenue Note, Series 2010 (Goodwill Industries Project), in the original aggregate principal amount of $3,750,000, which was amended by Amendment No. 1 to Commercial Development Revenue Note, Series 2010 (Goodwill Industries Project), dated November 15, 2017 (collectively, the “Note”); and WHEREAS, the City loaned the proceeds of the Note to Goodwill Industries, Inc., a Minnesota nonprofit corporation (the “Borrower”), pursuant to a Loan Agreement, dated as of March 1, 2010 (the “Loan Agreement”), between the City and the Borrower, for the purposes of financing the th acquisition of land located at 239 28 Street SE in the City and the existing building located thereon; and WHEREAS, Bremer Bank, National Association, a national banking association (the “Lender”), purchased the Note from the City; and WHEREAS, at the time of issuance of the Note, interest on the Note was calculated using the 5-year 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 the next interest adjustment date (March 15, 2025), interest on the Note will be calculated using the 5-year Treasury Constant Maturity index, and such change (the “Amendment”) must be reflected in the Note; and WHEREAS, Kennedy & Graven, Chartered, as bond counsel to the City with respect to the issuance of the Note, has represented that such Amendment to the Note will not be considered a significant modification of the Note and will not result in a reissuance of the Note 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 Common Council a form of Allonge to the Note, which incorporates the proposed Amendment to the Note. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota as follows: 1. The City hereby consents to, approves, authorizes, and directs the execution of the Allonge to the Note by the Mayor and the City Clerk, substantially in the form on file with the City on the date hereof, which is hereby approved, with such changes as shall be approved by the Mayor and the City Clerk; provided that the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such approval. 2. As provided in the Loan Agreement and the Note Resolution, the 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 Note shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the 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 Loan Agreement and the revenues and assets thereunder, which have been assigned to the Lender. The 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 Loan Agreement, and the revenues and assets thereunder, which have been assigned to the Lender. 3. The Mayor and/or the City Clerk are authorized and directed to execute and delivery any additional documents or certificates deemed necessary to carry out the transactions described in the Allonge to the Note and the intention of this resolution. 4. This resolution shall be in full force and effect from and after its passage. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2023. ___________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: __________________________ CITY CLERK APPROVED THIS _____ DAY OF ______________________, 2023. ___________________________________ MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) 2