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HomeMy WebLinkAbout92- 90 - ADMIN Resolution - City Council - 1992/06/15RESOLUTION NO. 92- 90 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS REVENUE REFUNDING BONDS (G&N LIMITED PARTNERSHIP PROJECT), SERIES 1992, AUTHORIZING EXECUTION OF THE BONDS, AN INDENTURE OF TRUST, A LOAN AGREEMENT, PURCHASE CONTRACTS AND RELATED DOCUMENTS, ALL RELATING TO SAID BONDS, AND AUTHORIZING OTHER ACTION TO BE TAKEN WITH RESPECT TO THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS BE IT RESOLVED by the City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: 1. It has been proposed that the City issue, under its Home Rule Charter and Minnesota Statutes, Sections 469.152 through 469.1651, as amended (collectively, the "Act"), its Revenue Refunding Bonds (G&N Limited Partnership Project), Series 1992 (the "Series 1992 Bonds"), in the aggregate principal amount of $1,930,000, and loan the proceeds thereof to G&N Limited Partnership, a Minnesota limited partnership (the "Borrower"), which, pursuant to § 469.155, Subd. 12 of the Act, will use the proceeds to refund the City's outstanding Commercial Development Revenue Bonds (G&N Limited Partnership Project) dated August 1, 1983 (the "Prior Bonds") issued in the original principal amount of $2,100,000, authorized by Resolution No. 7437 of the City, dated August 1, 1983, the proceeds of which Prior Bonds were used to finance a project (the "Project") consisting of the acquisition, construction and equipping of a medical and dental office facility located in St. Louis Park, Minnesota. The Council adopted Resolution No. 91-212 on December 4, 1991, giving preliminary approval to the issuance of bonds under the Act in a principal amount not to exceed $2,100,000 to refund the Prior Bonds and that approval is hereby confirmed and ratified. Drafts of the following documents relating to the issuance of the Series 1992 Bonds and the refunding of the Prior Bonds have been submitted to the Council and are now, or shall be placed, on file with the City Clerk: (a) Loan Agreement, to be dated as of June 1, 1992 (the "Loan Agreement"), proposed to be made and entered into between the City and the Borrower; (b) Indenture of Trust, to be dated as of June 1, 1992 (the "Indenture"), proposed to be made and entered into between the City and American Bank and Trust Company, as trustee (the "Trustee"); (c) Purchase Contract, to be dated the date of execution and delivery thereof (the "Purchase Contract") by and among the City and the Original Purchasers of the Bonds named in the Purchase Contract; (d) Guaranty, to be dated as of June 1, 1992 (the "Guaranty") to be issued by Methodist Hospital to the Trustee for the benefit of the holders of the Bonds; and (e) The Escrow Agreement, to be dated as of June 1, 1992, by and among the Escrow Bank set forth therein, the Trustee for the Series 1992 Bonds, the trustee for the Prior Bonds, the Borrower and the City. 2. It is hereby found, determined and declared that: (a) the real and personal property comprising the Project constitutes a "project" authorized by the Act; (b) the purpose of the construction of the Project and the funding in aid of the Project was and the effect thereof was to retain and improve necessary health care facilities so that adequate health care services are available to residents of the State of Minnesota, including residents of the City of St. Louis Park and surrounding areas at reasonable cost, and to promote the public welfare by the attraction, encouragement, retention and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development and retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities; and halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; (c) such governmental action was required by the increase in the amount and cost of governmental services and the need for more intensive development and use of land to provide an adequate tax base to finance these costs; (d) the existence of the Project within the corporate limits of the City provided for more intensive development and use of land to increase the tax base of the City and overlapping taxing authorities and maintain and provide for additional opportunities for employment for residents of the City and that while conventional, -2- 961:DB N D/3857-372 6/11/92 commercial financing for.the Project was available, such conventional financing was at such costs of borrowing that the economic feasibility of financing and operating the Project would have been significantly reduced, and accordingly, with the aid of municipal financing and its resulting lower borrowing cost, the Project was, and with the issuance of the Series 1992 A Bonds will be, economically more feasible. (e) the refunding of the Prior Bonds, the issuance and sale of the Series 1992 Bonds, the execution and delivery of the Loan Agreement, the Indenture, the Escrow Agreement and the Purchase Contract and the performance of all covenants and agreements of the City contained in the Series 1992 Bonds, the Loan Agreement, the Indenture, the Escrow Agreement and the Purchase Contract and of all other acts and things required under the City's Charter and the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Escrow Agreement, the Purchase Contract and the Series 1992 Bonds valid and binding obligations of the City in accordance with their terms are authorized by the Act and the City's Charter; (f) it is desirable that the Series 1992 Bonds in the aggregate principal amount of $1,930,000 be issued by the City upon the terms set forth herein and in the Indenture, under the provisions of which a pledge of and security interest in the City's interest in the Loan Agreement and the payments thereunder (except for certain expenses and indemnification) will be granted to the Trustee as security for the payment of principal of, premium, if any, and interest on the Series 1992 Bonds; (g) the loan payments under the Loan Agreement are fixed, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on the Series 1992 Bonds when due, which payment is also guaranteed by the Guaranty; and the Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; and (h) under the provisions of Minnesota Statutes, Section 469.162(1), and as provided in the Loan Agreement and Indenture, the Series 1992 Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to their payment, except as provided in Minnesota Statutes, Section 469.162, nor is the City -3- 961:013N0/3857-372 6/11/92 subject to any liability thereon; no holders of the Series 1992 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Series 1992 Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Series 1992 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each certificate representing a Series 1992 Bond issued under the Indenture shall recite that the Series 1992 Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Series 1992 Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation; and (i) The Series 1992 Bonds are not issued to run for longer than the reasonable life expectancy of the Project for which the Series 1992 Bonds are authorized, and since the final maturity of the Series 1992A Bonds is in 2013, the Series 1992 Bonds are not issued to run for more than 30 years. 3. The forms of Loan Agreement, Indenture, the Escrow Agreement, the Purchase Contract and the Guaranty referred to in paragraph 1 are approved. The Loan Agreement, Indenture, the Escrow Agreement and the Purchase Contract, with such variations, additions and deletions not inconsistent with this resolution, the City's Charter, the Act or other law, as the executing officers may hereafter deem appropriate, such determination to be conclusively evidenced by the execution and delivery thereof, are directed to be executed and delivered in the name and on behalf of the City by the Mayor and City Manager with or without the official seal of the City impressed thereon and attested to by the City Clerk. A separate Purchase Contract may be entered into with each original purchaser if necessary or desirable. Copies of all of the documents shall be delivered, filed and recorded as provided therein. For purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, the Series 1992 Bonds are hereby approved by the Council, an elected legislative body of the City, after a public hearing with respect to the Prior Bonds and the Project held August 1, 1983, of which reasonable public notice was given. 4. In anticipation of the collection of payments under the Loan Agreement, the City shall proceed forthwith to issue the Series 1992 Bonds in the aggregate principal amount of $1,930,000. The form and terms of the Series 1992 Bonds shall be as set forth in the Indenture including, without limitation, maturities, redemption provisions, and interest rates. The Series 1992 Bonds shall be issued in the aggregate principal amount of $1,930,000, of which $810,000 principal amount shall mature on June 1, 2006 and bear interest at the rate of 7.00% -4- 981:D B N D/3857-872 6111/92 1 4 per annum and $1,120,000 principal amount shall mature on June 1, 2013 and bear interest at the rate of 7.25% per annum. The Series 1992 Bonds shall be subject to mandatory sinking fund redemptions so as to approximate level debt service payments at the principal amount thereof plus accrued interest to the redemption date. The Series 1992 Bonds shall be otherwise subject to redemption as set forth in the Indenture. In no event shall the Series 1992 Bonds be issued to run for more than 30 years. The Series 1992 Bonds shall contain a recital that they are issued pursuant to the City's Charter and the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. The Mayor, the City Manager and City Clerk are authorized and directed to prepare and execute by manual or facsimile signature the Series 1992 Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and other documents required by the Indenture, for authentication and delivery to the Original Purchasers. The Trustee is hereby appointed authenticating agent with respect to the Series 1992 Bonds pursuant to Minnesota Statutes, Section 475.55, and the certificate of authentication on the Series 1992 Bonds shall evidence authentication of the Series 1992 Bonds under this authority. 5. The Mayor, City Manager, City Clerk and any other officers of the City are authorized and directed to prepare, execute and furnish to the Original Purchasers of the Series 1992 Bonds, when issued, certified copies of all proceedings and records of the City relating to the Series 1992 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 1992 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, may be executed by one or more of such officers and shall constitute representations of the City as to the truth of all statements contained therein. The Mayor, City Manager, City Clerk and any other officers of the City are further authorized to execute, deliver and receive all such other documents, certificates and agreements which are required by the Indenture, the Loan Agreement, the Series 1992 Bonds, the Escrow Agreement, or the Purchase Contract, or which are necessary or desirable to carry out, give effect to and consummate the transactions contemplated therein or herein. 6. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto not inconsistent with this resolution, the Act or other law, as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents. The execution -5- 961:D B N D/3857-372 6/11/92 g im ° of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor, City Manager or City Clerk, any of the documents authorized by this resolution to be executed may be executed by the Mayor Pro Tem, Acting City Manager or Acting City Clerk, respectively. In the absence of the Mayor Pro Tem, any member of the Council may execute such documents. 7. The proposal of the Original Purchasers to purchase the Series 1992 Bonds upon the terms and conditions set forth in the Purchase Contract, and at a purchase price equal to an amount of 100% of the aggregate original principal amount of the Series 1992 Bonds issued plus accrued interest, and the proposal of the Borrower to pay fees to a placement agent and a special financial advisor of aggregating approximately 1.9% of the principal amount of the aggregate principal amount of the Bonds, is hereby found and determined to be reasonable and is hereby accepted and the execution and delivery thereof by the Mayor and City Manager in the name and on behalf of the City is hereby authorized, directed and approved. 8. This Resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of St. Louis Park, Minnesota, this 15th day of June, 1992. Attest: („) 704,,,i, Reviewed for administration: Approved as to form and execution: w•(- #404072-1 City Manager -6- 961:D BN D/3657-972 6/11/92