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HomeMy WebLinkAbout85-154 - ADMIN Resolution - City Council - 1985/10/07RESOLUTION NO. 85-154 APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL INDENTURE OF TRUST PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF THE CITY OF ST. LOUIS PARK, MINNESOTA, COMMERCIAL DEVELOPMENT VARIABLE RATE DEMAND REVENUE BONDS (EXCELSIOR BOULEVARD - EXCELSIOR PROJECT), SERIES 1884. WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act's, 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") 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 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 received from Excelsior Partners 100 Limited Partnership (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act (the "Project'lin 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 1 Project and gave preliminary approval to the financing of the Project, including the issuance, sale and delivery of the Bonds, as hereinabove defined (the "Bonds"), subject to final approval by the City; and WHEREAS, the City authorized financing of the acquisition, construction and installation of the Project pursuant to authority conferred by the Act through the issuance of the Bonds; and WHEREAS, in order to obtain a satisfactory rating by Moody's Investors Service (Moody's) on the Series 1984 Bonds, Moody's has requested certain amendments to the Indenture of Trust, dated as of December 1, 1984, between First Trust Company, Inc., as trustee (the "Trustee"), and the City (the "Indenture"), pursuanf to which the Bonds were � issued; and WHEREAS, such amendments can be � made through the execution and delivery of a Supplemental Indenture of Trust, dated -as of October 1, 1985, between the Trustee and the City (the "Supplemental Indenture"); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK: 1. That the Supplemental Indenture is hereby approved. The Mayor, I City Manager, and City Clerk of the City are hereby authorized and directed to execute and deliver the Supplemental Indenture substantially in the form now on I file with the City, with such necessary and appropriate omissions, modifications, 41 insertions, and additions as are not materially inconsistent with the form on file with the City, consistent with the Act, as the Mayor in his discretion shall determine. The execution of the Supplemental Indenture by the Mayor with the advice of the City Attorney shall be conclusive evidence of such determination. All of the provisions of the Supplemental Indenture when executed and delivered as authorized herein, shall be deeined to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force ana effect from the date of execution and delivery thereof. 1 2. That all covenants, stipulations, obligations, and agreements of the City contained in this resolution and thei aforementioned documents shall be deemed to be the covenants, stipulations, obligations, and agreements of the City to the full extent authorized or per -mitt I d 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 liaWlities 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 Supplemental Indenture shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 3. 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, any right, remedy or claim, legal or equitable, under and Dy reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of its 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. 4. 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 3 the Bonds), or of the Bonds issued hereunder (except any provision limiting the i 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 contailned therein. 5. That 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. 6. 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. i 7. 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. Adopted by the City Council October 7 , 1985. Y, ,, &,,, 4j May Reviewed for administration • r "W -y Manager • 5 Approved as to form and legality S f City Attorney