HomeMy WebLinkAbout85-157 - ADMIN Resolution - City Council - 1985/10/07RESOLUTION NO. 85-157
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A SUPPLEMENTAL INDENTURE OF TRUST PROVIDING F- 0* TU
SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF THE CI'T'Y",OF ST.
LOUIS PARK, MINNESOTA, COMMERCIAL DEVELOPMENT VARIABLE RA"
DEMAND REVENUE BONDS (EXCELSIOR BOULEVARD - WOODDAI;X
PROJECT), SERIES 1984.
- WHEREAS, the purpose of the Minnesota Municipal Industrial Developme:tt
s ' Act, Minnesota` ` Statutes,Chapter 474, as amended (the "Act"), as found And,
;.determinT y the , islature of the State of Minnesota, is to promote the'
of the State of Minnesota by the active attraction, encouragement, and develop-
ment of economically sound industry and commerce to prevent so far as peesi Ii
the emergence of blighted and marginal lands and areas of chronic Wmplokliiiit,,
and for this purpose the State of Minnesota has encouraged aeUon by int
governmental units; and
WHEREAS.- factors necessitating the active promotion and development of
economically sound industry and commerce, are the increasing eonngntration 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 ` whieb 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 pusbUe or
private corporation or federal or state governmental subdivision or agency in $uch
manner that payments required thereby to be made by the contracting party "U
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 end -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 ell 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 fr
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
antic.ipation_of-the_coUeetion.")f_ reven ues-of�a-projec.t,-toxfinance, 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 Wooddale Partners 100 Limited
Partnership (the "Developer"), a proposal that the City finggce a project for
purposes consistent with the Act (the "Projeci")in,the City; g6d
WHEREAS, by resolutions adopted by • the City, the City approved the
proposal of the Developer that the City undertake to provide financing for the
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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
VI MEREAS, in order to obtain a satisfactory rating by Moody's Investors
Service (Moody's) on the Series 1984 Bonds, Moody's has requested certain
amendment- 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" );'pursuant -to w'hich'ttie Bonds were6'issued; 6 d
WHEREAS, such amendments can be made through the execution and
delivery of a Supplemental Indenture of Trust, dated as of October 1, 1985,
between""Che TAbtee and the City (the "Supplemental Indenture");
N19W, THEREFORE, 13E IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ST. LOUIS PARK:
That the Supplemental Indenture is hereby approved. The Mayor,
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
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file with the City, with such necessary and appropriate omissions, modifications,
insertiops, 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.
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All of the provisions of the Supplemental Indenture when executed and delivered as
authorized herein, shall be deemed to be a part of this resolution as fully and to the
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same extent as if incorporated herein and shall be in full force and effect from the
date of execution and delivery thereof.
2. That all covenants, stipulations, obligations, and agreements of the
City contained in this resolution and the aforementioned documents shall be
deemecL to be the covenants, stipulations, obligations, and agreements of the City
to the full extent authorized or permitted by law, and all such covenants,
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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 liaoilitieg
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 4?k.
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.
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No covenant, stipulation, obligation, or agreement herein contained `pr- ,
contained in the aforementioned documents shall be deemed to be a covenaiRt,
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 ttie
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 resoluffon
(except any provision limiting the City's liability under the Bonds), or of tthe T
aforementioned documents (except any provision limiting the City's liability under
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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,
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such illegality or invalidity shall not affect any other provision of this resolution, I
or of the aforementioned documents, or of the Bonds, but this resolution, the
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aforementioned documents and the Bonds shall be construed and endorsed as if such
illegal or invalid provision had not been contained 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 ,
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with the same effect as if executed by the officer authorized to do so in this L_
resolution.
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.
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Adopted by the City Council October 7 , 1985.
M4 or
Att st
i y Clerk
Reviewed for administration
` Ci Ivlaneger
Approved as to form and legality
S,
City Attorney