Loading...
HomeMy WebLinkAbout84-205 - ADMIN Resolution - City Council - 1984/12/17RESOLU71ON NO. s4 -9n5 i AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF ST. LOUIS PARK, MINNESOTA, COMMERCIAL DEVELOPMENT VARIABLE RATE DEMAND REVENUE BONDS (EXCELSIOR BOULEVARD - EXCELSIOR PROJECT), SERIES 1984, WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHER SECURITY DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, AND THE LOAN AGREEMENT, AND THE PLACEMENT AND REMARKETING AGREEMENT; APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), as found and determined by the Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement, and develop- ment of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; and WHEREAS, factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population, and the need for development and use of land which will provide an adequate tax base to finance these increased costs; and WHEREAS, the City of St. Louis Park, Minnesota (the "City"), desires to expand the business and employment opportunities, and the available tax base of the City, and to promote the development of property within the City; and WHEREAS, the City is authorized by the Act to enter into a revenue agreement with any person, firm, or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and '�J WHEREAS, the Act further authorizes the City to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, better- ment, or extension of such project; and WHEREAS, the City has received from Excelsior Partners 100 Limited Partnership (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act (the "Projectlin the City; and WHEREAS, by resolutions adopted by the City, the City approved the proposal of the Developer that the City undertake to provide financing for the Project and gave preliminary approval to the financing of the Project, including the issuance, sale and delivery of the Bonds, as hereinafter defined, subject to final approval by the City; and WHEREAS, the City proposes to finance the acquisition, construction and installation of the Project pursuant to authority conferred by the Act through the issuance of the Bonds, as hereinafter defined; and WHEREAS, Chemical Bank (the "Placement Agent") proposes to provide for the placement of said Bonds; and WHEREAS, said Bonds issued under this resolution will be secured by a pledge and assignment of the Loan Agreement, as hereinafter defined, and of the revenues derived by the City from the Loan Agreement and any security provided by the Developer pursuant to its obligations under the Loan Agreement, and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter, or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the City (other than from the revenues and other security pledged to payment of the Bonds pursuant to the terms of the Indenture) or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City (other than the revenues and other security pledged to payment of the Bonds pursuant to the terms of the Indenture). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK: 1. That the City Council of the City finds, determines, and declares that the acquisition and construction of the Project within the City will expand the business and employment opportunities within the City, will promote the develop- ment of property within the City, and will generally aid and assist the City. 2. That for the purpose of financing the acquisition and construction of the Project there is hereby authorized the issuance, sale and delivery of revenue bonds in an aggregate principal amount not to exceed $9,300,000 to be F� designated the City of St. Louis Park, Minnesota, Commercial Development Variable Rate Demand Revenue Bonds (Excelsior Boulevard - Excelsior Project), Series 1984 (the "Bonds"). The Bonds shall be in such denomination, shall be numbered, and shall be dated, shall be subject to redemption prior to maturity, shall be in such form, shall bear such rates of interest, and shall have such other details and provisions as are prescribed in the Indenture of Trust, dated as of December 1, 1984 (the "Indenture"), between the City and First Trust Company of Saint Paul, in St. Paul, Minnesota, as trustee (the "Trustee") (except that the Initial Rate on the Bonds, as defined in the Indenture shall be that rate, not to exceed 15% per annum, specified in a certificate of the City delivered to the Trustee on the date of closing on the Bonds). 3. That the Bonds shall not be general obligations but shall be special limited obligations of the City payable solely from the revenues and other security derived from the Loan Agreement, dated as of December 1, 1984, and executed by the City and the Developer (the "Loan Agreement"). The Bonds shall be secured by the Indenture. The Mayor, City Manager, and City Clerk of the City are hereby authorized and directed to execute the Bonds in accordance with the Indenture. 4. That the Loan Agreement, the Indenture, and the Placement and Remarketing Agreement, dated as of December 1, 1984 (the "Remarketing Agreement"), by and between the City, the Developer, Chemical Bank, as remarketing agent, Chemical Bank, as tender agent and the Trustee are hereby approved. The Mayor, City Manager, and City Clerk of the City are hereby authorized and directed to execute and deliver the Loan Agreement, the Indenture, and the Remarketing Agreement, substantially in the forms now on file with the City, with such necessary and appropriate omissions, modifications, insertions, and additions as are not materially inconsistent with the form on file with the City, 3 consistent with the Act, as the Mayor in his discretion shall determine. 'The execution of the Loan Agreement, the Indenture, and the Remarketing Agreement by the Mayor with the advice of the City Attorney shall be conclusive evidence of such determination. All of the provisions of the Loan Agreement, the Indenture, and the Remarketing Agreement 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 herein and shall be in full force and effect from the date of execution and delivery thereof. Zhe City hereby approves the form of the Letter of Credit to be issued by Chemical Bank, a New York banking corporation, to secure the payment of the principal of and interest on the Bonds and authorizes and directs the Trustee to accept the Letter of Credit, substantially in the form of the Letter of Credit now on file with the City. 5. That the Mayor, City Manager, and City Clerk of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including the election required to be made by the City pursuant to Section 103(b)(6)(D) of the Internal Revenue Code of 1954 (the "Code"), as amended, and Section 1.103-10(b)(2)(vi) of the Treasury Regulations promulgated pursuant thereto, the Form 8038 Information Return for Private Activity Bond Issues required to be submitted to the Internal Revenue Service pursuant to Section 103(e) of the Code, and any notices or information returns required to be filed with Hennepin County or the State of Minnesota. 6. 'That all covenants, stipulations, obligations, and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations, and agreements of the City 4 to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, and agreements shall be binding upon the City upon execution and delivery of such documents. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or its officers by the provisions of this resolution or of the aforementioned documents to be executed and delivered by the City shall be exercised or performed by the City or by such officers of the City, or such board, body, or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 7. That except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City, the Developer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, the Developer, and any holder from time to time of the Bonds issued under the provisions of this resolution. 5 8. That in case any one or more of the provisions of this resolution (except any provision limiting the City's liability under the Bonds), or of the aforementioned documents (except any provision limiting the City's liability under the Bonds), or of the Bonds issued hereunder (except any provision limiting the City's liability under the Bonds) shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 9. 'Ihat the Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the i i aforementioned documents to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds, and precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 10. 7bat the officers and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. 11. 'That the City :Manager, or in his absence, his designee, is hereby designated as Issuer Representative for the purpose of taking all actions and doing all things required to be taken or done by the Issuer Representative pursuant to the aforementioned documents. 6 12. That in the event any of the officers of the City authorized to execute documents on behalf of the City under this resolution shall for any reason be unable to do so, any other officer of the City authorized to act for such designated officer is hereby directed and authorized to do so on behalf of the City with the same effect as if executed by the officer authorized to do so in this resolution. 13. All actions of the members, employees, and staff of the City Council heretofore taken in furtherance of the Project are hereby approved, ratified and confirmed. 14. The Mayor, City Manager, and City Clerk of the City, and other officers of the City are authorized and directed to prepare and furnish with regard to the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and such other affidavits and certificates as may be required to show the facts relating to the legality, tax exemption, and marketability of the Bonds as such facts appear from the books and records in said 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 City as to the truth of all statements made by the City and contained therein. 15. The Trustee and Chemical Bank are hereby appointed co - authenticating agents with respect to the Bonds pursuant to Minnesota Statutes, Section 475.55, and co -paying agents with respect to the Bonds pursuant to Minnesota Statutes, Section 475.553. Chemcial Bank is hereby appointed as tender agent and remarketing agent with respect to the Bonds pursuant to the terms of the Remarketing Agreement. The Trustee is hereby directed to accept as additional security for the Bonds such other documents and instruments as shall be 7 provided to it by the Developer or the issuer of the Letter of Credit referred to in paragraph 4 above including the Mortgage and Assignment of Leases and Rents attached as exhibits to the Loan Agreement (as they may be amended before or after execution and delivery). If so required thereof the Trustee is hereby authorized to be or become a,,party to such documents and instruments and to take all necessary and appropriate actions thereto as required by a party to such documents and instruments. The Trustee is also authorized to enter into any agreements regarding the disbursement or investment of the proceeds of the Bonds. 16. The issuance of the Bonds and the transactions contemplated thereby are hereby found to be consistent with the procedures of the City established for such undertakings and, in the event of any inconsistencies, strict compliance with such procedures is hereby waived. 17. The City hereby authorizes and consents to the circulation of the Preliminary Private Placement Memorandum and authorizes the Mayor to consent to circulation of the Private Placement Memorandum in connection with the sale and delivery of the Bonds. 18. The City finds, determines, and declares that the Project would not be undertaken but for the availability of industrial development bond financing. Adopted by the C ty Council De ember 17, 1984 ay Att: TS: 71 y er Reviewed for administration i Approved as to form and legality i orne,F,ity Manager 8 y i 4