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HomeMy WebLinkAboutResolution - 89-163 - Approve $2,700,000 Refinancing MIDB Bonds- Portnoy/Lakeview - 07/18/1989 RESOLUTION 1110. 89-163 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS TO REFINANCE A PROJECT ( LAKEVIEW BUSINESS CENTER PROJECT) BE IT RESOLVED by the Council of the City of Eden Prairie, Minnesota, as follows : 1 . The Council has received a proposal from Gerald A. Portnoy ( the "Company" ) that the City undertake to refinance a certain Project as herein described, and pursuant to Minnesota Statutes , Sections 469 . 152 through 469 . 165 ( the "Act " ) , through issuance by the City of its $2 , 700 , 000 Commercial Development Revenue Refunding Bonds , Series 1989 (Lakeview Business Center Project ) ( the "Bonds " ) , and in accordance with a Bond Purchase Agreement ( the "Purchase Agreement " ) between the City, the Company, and Allison-Williams Company ( the "Bond Purchaser" ) . 2 . It is proposed that,, pursuant to a Loan Agreement dated as of July 1 , 1989 , between the City and the Company (the "Loan Agreement" ) , the City loan the proceeds of the Bonds to the Company to partially redeem and refund the City ' s $2 , 750 , 000 Commercial Development Revenue Note of 1984 (Gerald A . Portnoy Project) dated October 24 , 1984 ( the "Prior Note " ) which was issued to partially finance the cost of the Company ' s office/showroom facility in the City ( the "Project ) . The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of , premium, if any, and interest on the Bonds when due . It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to National City Bank of Minneapolis , in Minneapolis , Minnesota ( the "Trustee " ) as security for payment of the Bonds under an Indenture of Trust dated as of July 1 , 1989 ( the " Indenture" ) . Payment of the Bonds is initially secured by an Irrevocable Letter of Credit to be .issued by American National Bank and Trust Company, St . Paul , Minnesota in favor of the Trustee ( the "Letter of Credit " ) in an amount equal to the principal amount of the Bonds plus 195 days ' interest thereon . 3 . Pursuant to the preliminary approval of the Council , forms of the following documents have been submitted to the Council for approval : ( a) The Loan Agreement . ( b) The Indenture . ( c ) The Letter of Credit . (d ) The Purchase Agreement . (e ) The Preliminary official Statement used by the Purchaser to market the Bonds . 4 . It is hereby found, determined and declared that : (a ) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture ; (b) the basic payments under the Loan Agreement are fixed to produce revenue sutlicient to provide for the prompt payment of principal of , premium, if any, and interest on the Bonds issued under the Indenture when due , and the Loan Agreement and Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project , including, but 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 levied upon or with respect to the Project Premises and payable during the term of the Loan Agreement and Indenture; and (c ) under the provisions of Minnesota Statutes , Section 469 . 155 , and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof ; the City is not subject to any liability -thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions , and that the Bonds , including interest thereon, are payable solely from the revenues pledged to the payment thereof ; and, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation . 5 . Subject to the final approval of the City Attorney the forms of the Loan Agreement, the Purchase Agreement and Indenture and exhibits thereto and all other documents described in paragraph 4 hereof are approved substantially in the form submitted . The Loan Agreement , Indenture and Purchase Agreement, in substantially the form submitted, are directed to be executed in r the name and on behalf of the City by the Mayor and the City Manager. Any other documents and certificates necessary to the transaction described above shall be executed and delivered by the appropriate City officers . Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Loan Agreement and Indenture . 6 . The City has not prepared nor made any independent investigation of the information contained in the Preliminary or Final Official Statement used by the Bond Purchaser to sell the Bonds , other than the section therein captioned " Issuer, " and the City takes no responsibility for any other_ information contained in the Official Statement . 7 . The City shall proceed forthwith to issue its Bonds , in the form and upon the terms set forth in the Indenture . The offer of the Bond Purchaser to purchase the Bonds at par plus accrued interest to the date of delivery at the interest rate or rates specified in the Indenture is hereby accepted . The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser_ . 8 . The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the Band Purchaser 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 of the 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, shall constitute representations of the City as to the truth of all statements contained therein. 9 . The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof , deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute said documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City . The execution 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 or Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the City Manager, respectively. Passed: July 18 , 1989 Attest City C; V (SEAL) MF903