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84-6979R21 ~_ Coin City C.T. artd *** *** **~t :he City in the k p.m. , Councilmember Bunce~ introduced the following resoiu- Lion and moved its adoption,. the reading of which was dispensed with bq unanimous consent: RESOLUTION N0. 6979 RESOLUTIONI AUTHORIZING THE SALE AND ISSUANCE OF $5,500,000-EOMMERCZAL DEVELOPMENT REVENUE BONDS MARKET PLAZA COMMERCIAL JOINT VENTURE, A MINNESOTA GENERAL PARTNERSHIP, SERIES 1984 UNDER THE ML2IICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A FROJECT THEREUNDER BE IT RESOLVED by the City Council of the City of Richfield, Minnesota (the City), as follows: Section I. Authorization and Recitals. 1.01. General Authority. The City is authorized bq Minnesota Stat- utes, Chapter 474, as amended (the Act), to issue its revenue bonds and to make secured or unsecured loans to finance the acquisition, of real property and the acquisition or construction of .buildings and improvements on such real property and the installation of machinery and equipment of any and cell kinds and any other perso a3 groperties deemed necessary in connection with a project, as defined is the Act. z. oz. Limited P former nd Bonds. Represea~~ *tew Age Developer g under aced pursuan cgs and Loan Assoc meat Revenue Bonds X84 (the Bonds), the 3ying costs incurrec a project consisti: traction thereon of ~cility and related ~oposal the proceeds any and the Company ~I of and interest atives of Market. Plaza 's) (the Company) have to the Act, issue and iation (Purchaser) its (Market.-Plaza Limited Proceeds of which are to by the Company in the -g of the acquisition of as approximataly 70,000 parking facilities (the of the Sonds will be agrees to make payments -n the Bonds. The City proposed that the City, actin sell to First Federal Savj $S,SflQ,OflO Commercial Develo Partnership Project) Series I be used for the purpose of j acquisition and construction c laced in the City aced the cone square foot retail shopping f Proj-ect). Pursuant to the p Ioa~ed by the City to the tom sufficient to pay the princiF will grant a security inters received by the City unde the Trustee (as hereinafter defi~ described in an Indenture of T the Bonds may be remarketed to meet between the City, Trustee .z za certasn revenues and payments to. be Loan Agreement (as hereinafter defined) to a ed). Under certain canditons"more fully ust (Indenture) between the City and Trustee the public pursuant to a Remarketing Agree- Company aced Prudential-Bache Securities.. 1.03. Preliminar9 Cites Approval. On February 16, 1.9$2 after gubiic hearing the Council gave preliminary approval of the sale of its revenue bonds pursuant to the Act and 'the loan of the proceeds to the Company for the acquisition and construction of the Project and authorized .the prepara- tion of such documents as may be appropriate. to the Project. A public hearing on the project and proposed issuance of Bonds therefor was held on this date. ' I.04. Documentation. Forms of the following documents relating to the Project and the Bonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the City Clerk. " {a) a Loan Agreement (the Loan Agreement), to be dated as of December 1, 19$4, proposed to be made and entered into between the City and the Company;;: (b) a Trust Indenture (the Indenture), to be dated as of December I, 1984, proposed to be made and entered into between the City and The First National $ank of Minneapolis, a national banking association, as trustee (the Trustee); (c) a Remarketing Agreement between the City, Company, Trustee, and Prudential-Bache Securities, dated as of December 1, 1984 (Remarketing Agreement). Section 2. Findings. It is hereby found, determined and declared that: (a) the Project, as defined herein and in the Laan Agree- ment, constitutes ~a project authorized by Section 474.02, Sub- division la of the Act; (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by encouraging and re- taiaing the location, retention and development of economically sound industry and commerce within the City and surrounding community so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; bq promoting the use of available resources of the community and the redioa thereby retaining the benefit of its existing investment in educational and public service facilities; by discouraging the ..movement of talented, educated .personnel of mature age to other ,• areas, thus preserving the economic and human resources needed as l abase far providing governmental services and facilities; and by encouraging more intensive development of land in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; and the Project could not be financed without the assistance of the City in issuing the Bonds; (c) the Project is located in the City, at a site which is readily accessible to employees residing within the City and the surrounding community and within the Lyndale-$ub-Nicoilet Rede-_ __ velopment Project Area; (d) the Project adds to the tax base of the city and the overlapping taxing jurisdictions; (e) the Froject has been :approved by the Minnesota Depart- ment of Energy and Economic Development as tending to further the purposes and policies of the Act; (f) the financing of the Project, the authorization of the Bonds in the principal amount of $5,500,000, the execution and deliverq of the Loaa'Agreement and the Indenture, and the perfor- mance of all covenants and agreements of the City contained in the Loan Agreement, and the Indenture and of all other acts and things required under the Charter of the City and the Constitu- tion and laws of the State of Minnesota to make the Loan Agree- ment, the Indenture and the Bonds valid and binding special limited obligations in accordance with their terms, are authorized by the Act; (g) it is desirable that a series of Commercial Development Revenue Bonds in the amount of $5,500,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the pagment of the principal, premium, if any, and interest on the Bonds; (h} the loan payments contained in the Loan Agreement are fixed, and are required do be revised from time to time as neces- sary, so as to produce i~nceme and_ revenue sufficient to provide for prompt paymezst of PP;rincipal of and interest on a~,l Bonds issued under the Indenture when due; and the Loan Agreement also provides that the Compan~ is required to pay all expenses of the operation and maintenance of the Project, including, but without limitatian, 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 site and payable during the. term of the Loan Agreement; and. (i) wader the prov~.sions of Section 474.10 of the Act and as provided in the Laanl~Agreement and Indenture, fire Bonds are not to be payable from nor charged upon any funds of the City ;~ other than the revenues) and payments pledged to the pagtaent thereof; the City is notjsubject to any liability thereon and no holders of the Bonds shall ever have the right to compel any exercise of the taxing pourers of the City to pay any of the Bonds or the interest thereon jnor to enforce payment thereof against any property of the Citq,~ except the revenues and payments under the Loan Agreement pledged to the payment thereof; the Bonds shall not constitute a ',charge, lien or encumbrance, legal or equitable, upon anq property of the City, ex ept the revenues and payments thereof; each $ond issued wader .the Indenture sha31 recite that the Bands, including interest thereon, are payable solely from the revenues and. payments pledged to the payment thereof; and no Bond shall constitute a debt of the City within the meaning of any constitutional, charter or statutorq limita- tion; provided, however, that nothing contained in thfs paragraph (i) shall impair the rights of the holders of the Bonds or the Trustee to enforce covenahts made for the securitq of the payment of principal of, premium,!iif any, and interest on the Bonds. Section 3. Approval of Documents. The forms of the Loan Agreement, the Indenture and the Remarketing Agreement referred to in Section 1.04 hereof are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager, which approval shall be. conclusively evidenced by execution of the Loan Agreement, the Indenture, the Remarketing Agreement and the Bonds by the Mayor and City Manager. The Mayor and City Manager are directed to execute the Loan Agreement upon execution thereof by the Company, to execute the Indenture upon execution thereof by the Trustee, to execute the Remarketing Agreement upon execution thereof by the other parties thereto. Copies of all of the documents shall be delivered, filed and recorded as provided therlein. The Mayor and City Manager are also authorized and directed to execute such other instruments as may be required to give effect•to the ',transactions herein contemplated. Section 4. The Bonds; Terms, Sale and Execution. 4.01. Authorisation. The City authorizes the issuance of the Bonds in the principal amount of $5,50.0,000 in the forat and upon the terms set forth in the Indenture sad this resolu._tion. Tire Bonds are. hereby sold to the Purchaser at a price of par. 4.02. Exec_ ution. Tile Mayor and City Manager are authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required is the Indenture, and such other certificates, documents and instruments as maq be appropriate to effect the transaction herein contemplated. The Trustee is hereby appointed authenti- cating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision I. 4.03. Modifications, Absence of Officers. The approval hereby ,given to the various documents referred to above includes an approval of such mod~,fications thereto, deletions therefrom and additions thereto as may he necessary and appropriate and approved by the City Attorney and the City Manager prior to the execution of the documents. The execution of nay instrument bq 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 or disability of the Mayor, any of the documents authorized by this resolution to be executed, may be executed by the acting Mayor and in the absence or disability of the City Clerk-Treasurer by such officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 5. Authentication of Proceedinr~s. The Mayor and Citq Manager and other officers of the City are author- ized and directed to furnish to the Purchaser, the Bank and bond counsel certified copies of all proceedings :and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations' of the City as to the truth of all statements contained therein. Section 6. Statement of Election. The principal amount of the Bonds being in excess of $1,000,000, the City Manager is hereby authorized and directed on behalf of the Citq to execute and file with the internal Revenue Service a statement of election to issue its obligations in excess of $1,000,000 as provided by Section I03(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.I03(b)(2)(vi) of the Regulations promulgated thereunder. Passed and Adopted this 17th dap of December, 1984. Attest.: Magor -'- _ John Hamilton The motion for the adoption of the foregoing resolution was duly seconded by Councilman Ludeman and~upon vote being taken thereon l the following voted is favor thereof.: Bunce, Heamilton, Ludeman, Kirsch, Priebe and the following voted against or abstained: None whereupon said resolution was declared dul assed and ado to y P p d. ATTEST: Sylvia K. Bergh -City Clerk sysvxa Bergh