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HomeMy WebLinkAbout91-212 - ADMIN Resolution - City Council - 1991/12/04RESOLUTION NO. 91-212 RESOLUTION GIVING PRELIMINARY APPROVAL TO THE ISSUANCE OF REFUNDING BONDS UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AUTHORIZING THE AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES AND AUTHORIZING THE PREPARATION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: SECTION 1 _Recitals and Findings 1.01 This Council has received a request from G & N Limited Partnership that the City issue its revenue refunding bonds under its Home Rule Charter (its "Charter") and Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), on behalf of G & N Limited Partnership, a Minnesota limited partnership (the "Borrower"), to refund the outstanding amount of the City's previously issued $2,100,000 original principal amount City of St. Louis Park, Minnesota Commercial Development Revenue Bonds (G & N Limited Partnership Project) originally issued August 4, 1983 (the "Prior Bonds"). 1.02 The project financed from the proceeds of the Prior Bonds (the "Project") consisted of the acquisition of land and the acquisition and renovation of an existing one-story building into an office building, expected to be leased substantially for medical and dental offices. 1.03 A public hearing, duly noticed and held in accordance with the Act, was held on the original proposal to undertake and finance the Project and issue the Prior Bonds, at which all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to undertake and finance the Project and interested persons were given the opportunity to submit written comments to the City Clerk before the time of the hearing. 1.04 In connection with the issuance of the Prior Bonds, the Project was approved by the Commissioner of Energy, Planning and Development of the State of Minnesota as required by the Act. 1.05 This Council hereby finds, determines and declares as follows: (a) The welfare of the State of Minnesota requires the provision of necessary health care facilities, so that adequate health care services are available to residents of the State of Minnesota at reasonable cost, and the State of Minnesota has encouraged local government units to act to provide such facilities. (b) The Project and the refunding of the Prior Bonds would further the general purposes contemplated and described in Section 469.152 of the Act and is a public purpose for which bonds can be issued under its Home Rule Charter. (c) This Council has been advised by representatives of the Borrower that the undertaking of the proposed refunding and the issuance of the revenue refunding bonds will continue to promote the public purposes and legislative objectives of the Act by providing substantial inducement for the continued use of the Project as health care facilities in the City. (d) This Council has been advised by representatives of the Borrower that the Project assisted in preventing the occurrence of conditions requiring redevelopment, or aid in the redevelopment of existing areas of blighted, marginal land, and the avoidance of substantial and persistent unemployment. (e) The City is authorized by the Act and its Home Rule Charter to issue its revenue refunding bonds to refund the Prior Bonds. SECTION 2 Determination to Proceed with the Refunding 2.01 On the basis of the information given the City to date, it appears that it would be desirable for the City to issue its revenue refunding bonds under the provisions of the Act and its Charter in the maximum aggregate principal amount of $2,100,000. 2.02 It is hereby determined to proceed with the refunding and this Council hereby declares its present intent to have the City issue its revenue refunding bonds under the Act and its Charter to refund the Prior Bonds. Notwithstanding the foregoing, however, the adoption of this resolution shall not be deemed to establish a legal obligation on the part of the City or its City Council to issue such revenue refunding bonds. All details of such revenue refunding bond issues and the provisions for payment thereof shall be 1 il subject to such further conditions as the City may specify. The revenue refunding bonds, if issued, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues specifically pledged to the payment thereof, and each bond, when, as and if issued, shall recite in substance that the bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. 2.03 The preliminary determination to proceed and the present intention to issue bonds set forth herein are subject to the Borrower entering into the Agreement as to Indemnity and Payment of Expenses (the "Agreement"), between the City and Borrower providing the Borrower's obligation to indemnify the City and reimburse the City for fees and expenses incurred in connection with the proposed issuance of revenue refunding bonds as herein provided. The Mayor and City Manager are hereby authorized and directed to execute and deliver, on behalf of the City, the Agreement substantially in the form attached hereto as Exhibit A and the City Clerk is hereby authorized to attest the seal of the City thereon. 2.04 Popham, Haik, Schnobrich & Kaufman, Ltd. is hereby designated as Bond Counsel and is authorized to proceed with the preparation of documents as directed by the Borrower. SECTION 3 General 3.01 If the bonds are issued and sold, the City will enter into a loan agreement or similar agreement satisfying the requirements of the Act (the "Revenue Agreement") with the Borrower. The loan payments or other amounts payable by the Borrower to the City under the Revenue Agreement shall be sufficient to pay the principal of, and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable. 3.02 The Mayor, City Manager and City Clerk are directed, if the bonds are issued and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and 7 of the Act. -3- 3.03 This resolution shall become effective immediately upon its passage and without publication. Adopted this 11-1'% day of December, 1991. ATTEST: Reviewed for administration: Gt/ C , /Oil City Manager Approved as to form and execution: DJIeak City Attorney 4 Exhibit A to Resolution No. 91-212 AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES BETWEEN CITY OF ST. LOUIS PARK, MINNESOTA AND G & N LIMITED PARTNERSHIP Dated as of December 1, 1991. A-1 THIS AGREEMENT is made and entered into effective as of December 1, 1991, by and between City of St. Louis Park, Minnesota (the "City") and G & N Limited Partnership, a Minnesota limited partnership (the "Borrower"). WHEREAS, the City has received a request from the Borrower that the City issue its revenue refunding bonds under Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act") and under the City's Home Rule Charter on behalf of the Borrower to refund the outstanding amount of its previously issued $2,100,000 original principal amount City of St. Louis Park, Minnesota Commercial Development Revenue Bonds (G & N Limited Partnership Project) originally issued August 4, 1983 (the "Prior Bonds"); and WHEREAS, the City has adopted a preliminary resolution relating to the issuance of such revenue refunding bonds; and WHEREAS, the City and the Borrower desire to enter into this Agreement to acknowledge the determinations of the City, the qualifications and restrictions thereto, and to provide for the indemnity and allocation of expenses, all as more fully set forth herein. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. No Obliciation to Issue. Until such time as the City, in its sole discretion, shall adopt a resolution authorizing the issuance of the revenue refunding bonds and issue such bonds, the Borrower hereby acknowledges that the City shall have no legal or equitable obligation to issue such revenue bonds and shall not be liable in any fashion for not issuing such bonds. The Borrower further acknowledges that all details of such revenue bond issue and the provisions for payment thereof are subject to such further conditions as the City may specify. 2. Source of Repayment. The parties hereby acknowledge that the revenue bonds, if issued, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues specifically pledged to the payment thereof, and each bond, when, as and if issued, shall recite in substance that the bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. 3. Indemnification by Borrower. The Borrower hereby agrees to pay and will protect, indemnify and save the City, the City Council, the City's officials and employees harmless from A-2 1 1 and against all liabilities, losses, damages, costs and expenses (including attorneys' reasonable fees and expenses), causes of action, suits, claims, demands and judgments of any nature arising from the proposed issuance and the issuance of revenue refunding bonds including, without limitation, the adoption of any preliminary or final resolution. 4. Fees. The Borrower agrees that it will on demand therefor pay to the City the reasonable fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., acting as attorney for the City and all other expenses incurred by the City in connection with consideration of the proposed issuance and the issuance of the requested revenue refunding bonds. The Borrower agrees that it will pay upon invoice therefor the reasonable fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., as bond counsel in connection with the proposed issuance and the issuance of the revenue refunding bonds. The Borrower acknowledges and agrees that Popham, Haik, Schnobrich & Kaufman, Ltd. in acting as counsel to the City as issuer and in acting as bond counsel is representing the City and in no fashion is representing the Borrower, notwithstanding the Borrower's agreement to reimburse the City for such firm's fees and expenses. The Borrower agrees that Popham, Haik serving as bond counsel or issuer's counsel in connection with the issuance of the proposed bonds shall not be a conflict with -or in any way preclude, other representation by Popham, Haik of the City in any matters including those relating to the Borrower. 5. Separate Agreement. The Agreements as to indemnity and fees set forth in Sections 3 and 4 above are separate from, and in addition to, any provisions with respect to indemnity and payment of fees and expenses which the City will require in the documentation executed in connection with the issuance of the Bonds, including without limit, the fees payable to the City under its current fee resolution. A-3 IN WITNESS WHEREOF, the City and the Borrower have caused this Agreement to be executed in their respective corporate names and attested by their duly authorized officers, and caused their corporate seals to be hereunto affixed, all as of the date first written above and all pursuant to the authority granted in resolutions adopted by the Borrower and the City prior to the date hereof. G & N LIMITED PARTNERSHIP By _ Its General Partner CITY OF ST. LOUIS PARK, MINNESOTA By Its Mayor By Its City Manager (SEAL) ATTEST: By Its City Clerk A-4