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HomeMy WebLinkAboutResolution No. 467-17 -ApproveModificationtoConduitDebtFinancing.Goodwill Industries Project RESOLUTION NO. _____ CITY OF ROCHESTER COUNTY OF OLMSTED STATE OF MINNESOTA RESOLUTION AUTHORIZING EXECUTION OF AMENDMENT NO. 1 TO COMMERCIAL DEVELOPMENT REVENUE NOTE (GOODWILL INDUSTRIES PROJECT) A.WHEREAS, on March 29, 2010, the Common Council of the City of Rochester, Minnesota (the “City”) issued its $3,750,000 Commercial Development Revenue Note, Series 2010 (Goodwill Industries Project) (the “Note”) which is held by Bremer Bank, National Association (the “Lender”). The proceeds of the Note were loaned to Goodwill Industries, Inc., a Minnesota nonprofit corporation (the “Borrower”) in order to finance the acquisition of land and the existing building located th thereon owned and operated by the Borrower and located at 239 28 Street SE, in the City. B.WHEREAS, the Lender has agreed to (i) reduce the interest rate on the Note, prior to the scheduled interest rate adjustment date, commencing in October, 2017 and ending on March 15, 2020; and (ii) reduce the interest rate floor on the Note. C.WHEREAS, the Borrower has requested that the City approve an Amendment No. 1 to $3,750,000 Commercial Development Revenue Note, Series 2010 (Goodwill Industries Project) (the “Note Amendment”) to, among other things, authorize the changes described above. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (“City”) as follows: 1.The Note Amendment is hereby in all respects approved, together with any consents, certificates, loan modification agreement and other documents as are necessary or appropriate in connection with the amendment of the Note, including various certificates of the City, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, an Endorsement to the Certificate of the Borrower, and similar documents (collectively, the “Amendment Documents”) and Mayor and City Clerk of the City (collectively, “City Officials”) are hereby authorized and directed to execute the Amendment Documents on behalf of the City and to carry out, on behalf of the City, the City’s obligations thereunder. 2.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. 3.The Amendment Documents are approved in substantially the forms on file with the City Finance Director, 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 City officials authorized herein to execute the Amendment Documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such Amendment Documents in accordance with the terms hereof. In the event of the absence or disability of the Mayor and City Clerk, any of such Amendment Documents 508722v1 JSB RC110-15 authorized by this resolution to be executed may be executed by the Acting Mayor and the Acting City Clerk. 4. The authority to approve, execute and deliver future amendments to financing documents entered into by the City in connection with the issuance of the Note is hereby delegated to the Mayor and the City Clerk, subject to the following conditions: (a) such amendments do not require the consent of the holders of the Note or such consent has been provided; (b) such amendments to not materially adversely affect the interests of the City; (c) such amendments do not contravene or violate any policy of the City; (d) such amendments are acceptable in form and substance to the Rochester City Attorney or other counsel retained by the City to review such amendments; and (e) the City 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 Mayor and City Clerk shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Mayor and City Clerk, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in their place and stead. 2 508722v1 JSB RC110-15 PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, TH MINNESOTA, THIS 16 DAY OF OCTOBER, 2017. _________________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: _________________________ CITY CLERK Approved this16th day of October, 2017. (Seal of the City of Rochester, Minnesota) MAYOR OF SAID CITY 3 508722v1 JSB RC110-15 C E R T I F I C A T I O N I, the undersigned City Clerk of the City of Rochester, Minnesota, do hereby certify the following: The foregoing is true and correct and a copy of the Resolution is on file and of record in the offices of the City, which Resolution relates to authorizing the execution of an amendment to note for the Goodwill Industries Project and said Resolution was duly adopted by the Rochester Common Council at a regular or special meeting of the Council held on the date therein indicated. Said meeting was duly called and regularly held and was open to the public and was held at the place at which meetings of the Council are regularly held, a quorum of the Council being present and acting throughout. Councilmember ______________________ moved the adoption of the Resolution, which motion was seconded by Councilmember __________________________. A vote being taken on the motion, the following members of the Council voted in favor of the Resolution: and the following voted against the same: Whereupon said Resolution was declared duly passed and adopted. The Resolution is in full force and effect and no action has been taken by the Council which would in any way alter or amend the Resolution. WITNESS MY HAND officially as the City Clerk of the City of Rochester, Minnesota, this _____ day of October, 2017. _________________________________________ City Clerk City of Rochester, Minnesota 4 508722v1 JSB RC110-15