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HomeMy WebLinkAbout92-31 - ADMIN Resolution - City Council - 1992/03/021 RESOLUTION NO. 92 - 31 RESOLUTION RELATING TO SUBSTITUTION OF SUBSTITUTE LIQUIDITY FACILITY TO PERMIT CONTINUATION OF VARIABLE RATE BONDS OR CONVERSION TO FIXED OF THE CITY'S $5,000,000 THE CITY OF ST. LOUIS PARK, MINNESOTA, GENERAL OBLIGATION BONDS, SERIES 1987 A, B. C. DATED MARCH 1, 1987 AND THE CITY'S $6,500,000 THE CITY OF ST. LOUIS PARK, MINNESOTA VARIABLE RATE DEMAND GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985, DATED AS OF DECEMBER 1, 1985. WHEREAS, the City of St. Louis Park, Minnesota (the "City") has previously entered into an Indenture of Trust (the "1985 Indenture"), dated as of December 1, 1985, by and between the City and First Trust Company, Inc., St. Paul, Minnesota, as Trustee (the "Trustee") in connection with the City's $6,500,000 Variable Rate Demand General Obligation Tax Increment Bonds, Series 1985 (the "1985 Bonds"); WHEREAS, the City and the National Australia Bank Limited, acting through its New York Branch, entered into a Reimbursement Agreement dated as of December 1, 1985 to issue a Letter of Credit to provide, in certain circumstances, for funds for the purchase of certain 1985 Bonds, as more fully described in the 1985 Indenture; WHEREAS, the Remarketing Agent for the 1985 Bonds has advised the City that the Letter of Credit in connection with the 1985 Bonds expires on December 31, 1992 and that the National Australia Bank Limited, acting through its New York Branch, has advised it does not intend to renew the Letter of Credit beyond its current term; WHEREAS, the City of St. Louis Park, Minnesota (the "City"). has previously entered into an Indenture of Trust (the "1987 Indenture") dated as of March 1, 1987, by and between the City and the First Trust Company, Inc., St. Paul, Minnesota, as Trustee (the "Trustee"), in connection with the City's $5,000,000 the City of St. Louis Park, Minnesota, General Obligation Bonds, Series 1987 A, B, C, dated March 1, 1987 (the "1987 Bonds"); WHEREAS, the City in connection with the 1987 Bonds entered into a Standby Bond Purchase Agreement (the "Liquidity Facility") dated as of March 1, 1987, by and between the City and Bayerische Vereinbank AG, Acting through its Chicago Branch; wHBREAS, Bayerische Vereinbank AG has extended the term of the Liquidity Facility for the 1987 Bonds to April 30, 1992, at which time the Liquidity Facility will expire, unless the Bank grants an additional extension; WHEREAS, pursuant to Article IV of the 1985 Indenture the City may convert the 1985 Bonds to Fixed Interest Rate; WHEREAS, Pursuant to Section 2.06 of the 1987 Indenture all Series 1987 Bonds shall convert to the Fixed Rate Mode on the Liquidity Facility Termination Date if the City fails to furnish the Tender Agent ("First Trust Company, Inc.") with a satisfactory Substitute Liquidity Facility on or prior to any Renewal; WHEREAS, pursuant to Section 2.06 of the 1987 Indenture the City may elect to convert the 1987 Bonds to Fixed Rate upon providing written notice by Receipt Mail to the Bank, the Tender Agent, the Remarketing Agent and the Trustee that it elects to convert the 1987 Bonds to a Fixed Rate Mode; WKERRAB, the City may be unable to substitute a Substitute Liquidity Facility, on terms favorable and acceptable to the City, on or before the or expiration date of the existing Liquidity Facility or within such time as required by Section 12.03 of the 1987 Indenture in order to provide notice of its intention to provide a Substitute Liquidity Facility; wAS, pursuant to Section 2.06 of the 1987 Indenture the City may wish to convert the Bonds to a Fixed Rate; WHEREAS, on February 18, 1992 the City Council passed Resolution Number 92-208 relating to the substitution of an Alternative Letter of Credit in connection with the City's $6,500,000 The City of St. Louis Park, Minnesota Variable Rate General Obligation Tax Increment Bonds Series 1985, dated as of December 1, 1985 (the "1985 Bonds"); WHEREAS, on February 18, 1992 the City Council passed Resolution Number 92-20 relating to substitution of Liquidity Facility in Connection with the City's $5,000,000 The City of St. Louis Park, Minnesota, General Obligation Bonds, Series 1987 A, B, C, dated March 1, 1987; and WHEREAS, in Connection with the 1985 and 1987 Bonds the City is seeking one qualified financial institution to provide an Alternate Letter of Credit in connection with the 1985 Bonds and Substitute Liquidity Facility in connection with the 1987 Bonds. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of St. Louis Park: 1. Paragraph 2 of Resolution No. 92-20 relating to the 1987 Bonds is hereby amended to authorize and direct the Mayor or Mayor Pro Tem and City Manager to execute and deliver such amendments or supplements to the existing Liquidity Facility as may be necessary to extend the term thereof. 2. The Mayor or Mayor Pro Tem are hereby authorized and directed to continue working with the Remarketing Agent for the 1985 and 1987 Bonds to provide an Alternate Letter of Credit and Substitute Liquidity Facility respectively. r f 3. If an Alternate Letter of Credit for the 1985 Honda and a Substitute Liquidity Facility for the 1987 Bonds are not in place on or before March 16, 1992, unless the existing Liquidity Facility is extended pursuant to Paragraph 1 above, the Mayor or Mayor Pro Tem and City Manager shall take steps necessary and required by the 1985 Indenture and 1987 Indenture to convert the 1985 Bonds and 1987 Bonds to Fixed Rate. If the Mayor or Mayor Pro Tem and City Manager determine prior to March 16, 1992, on the basis of available facts, that an Alternate Letter of Credit and Substitute Liquidity Facility will not be available, they Shall at that time take steps necessary to convert the 1985 and 1987 Bonds to Fixed Rate. 4. The Mayor or Mayor Pro Tem and the City Manager are hereby authorized and directed to execute and deliver such documents as are required or necessary pursuant to Section 4.01 of the 1985 indenture and Such other provisions of the 1985 Indenture as may be applicable to convert the 1985 Bonds to a Fixed Interest Rate, in the event that the City does not receive a commitment for a Substitute Liquidity Facility, on term favorable and acceptable to the City, within a timeframe that in the opinion of the City Manager permits the City to meet the notice requirements set forth in the 1987 Indentures relating to substituting a Substitute Liquidity Facility. 5. The Mayor or Mayor Pro Tem and the City Manager are hereby authorized and directed to execute and deliver such documents as are required or necessary pursuant to Section 2.06 of the Indenture and such other provisions of the Indenture as may be applicable to convert the 1987 Bonds to Fixed Rate, in the event that the City does not receive a commitment for a Substitute Liquidity Facility, on terms favorable and acceptable to the City, within a timeframe that in the opinion of the City Manager permits the City to meet the notice requirements set forth in the 1987 Indentures relating to substituting a Substitute Liquidity Facility. 6. In connection with the 1985 Bonds the Mayor or Mayor Pro Tem and the City Manager are hereby authorized and directed to replace the Remarketing Agent and to enter into an agreement for a new Remarketing Agent on substantially the same or more favorable terms as the current Remarketing Agreement and to execute and deliver all documents necessary to accomplish the provisions set forth in this paragraph. In the alternative, the Mayor or Mayor Pro Tem and City Manager are authorized to seek proposals and negotiate to convert the 1985 Bonds to Fixed Rate on the most favorable terms offered and available and to execute and deliver any and ell documents necessary to complete the conversion of the 1985 Bonds to Fixed Rate. 7. In connection with the 1987 Bonds the Mayor or Mayor Pro Tem and City Manager are hereby authorized and directed pursuant to Article IV(b) of the Remarketing Agreement dated as of March 1, 1987 by and between the City and Miller and Schroeder Financial, Inc. (the "Remarketing Agent for the 1987 Bonds") to remove the Remarketing Agent for the 1987 Bonds and to enter into an agreement for a new remarketing agent for the 1987 Bonds on substantially the same or more favorable terms as the current Remarketing Agreement and to execute and deliver all documents necessary to accomplish the provisions set forth in this paragraph. In the alternative, the Mayor or Mayor Pro Tem and City Manager are authorized to seek proposals and negotiate to convert the 1987 Bonds to Fixed Rate on the most favorable terms offered and available and to execute and deliver any and all documents necessary to complete the conversion of the 1987 Bonds to Fixed Rate. 8. This Resolution shall become effective immediately upon its passage and without publication. Adopted this _2nd day of M yCh, 1992. City Cl k/Beverly lanagan REVIEWED FOR ADMINISTRATION: PA G- /0/)4 City Manager/ William Dixon APPROVED AS TO FORM AND EXECUTION: Auti 1.-gi City Attorney SPS:476 or or Mayor Pro Tem 9.7-34 Idl_o