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HomeMy WebLinkAboutResolution - 93-21 - Providing for Issuances and Sale of Industrial Development Refunding Revenue Bonds for Richard W. Cohen - 01/19/1993 RESOLUTION NO. 93- PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469 .152 TO 469.1651, TO PROVIDE FUNDS FOR INDUSTRIAL DEVELOPMENT PROJECT ON BEHALF OF RICHARD W. COHEN BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the "City") , as follows: 1. Authority. The City is by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469 .152 to 469 .165, as amended (the "Act") , authorized to issue and sell its revenue bonds and refunding revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2 . Authorization of Project; Documents Presented. Richard W. Cohen (the "Borrower") has proposed to this Council that the City issue and sell its Industrial Development Refunding Revenue Bonds (Richard W. Cohen Project) , Series 1993, in . substantially the form set forth in the hereinafter-mentioned Indenture of Trust (the "Bonds") pursuant to the Act, and loan the proceeds thereof to the Borrower, for the purpose of refinancing costs incurred in the acquisition, construction and equipping of a commercial facility located at 9815-55 West 74th Street in the City (the "Project") , for lease by the Borrower to various commercial tenants, including Minnesota Industrial Tool Company, a Minnesota corporation. The Bonds are to be issued for the specific authorized purpose of causing to be refunded in full the City's outstanding City of Eden Prairie Industrial Development Revenue Note of 1981 (Richard W. Cohen Project) (the "Refunded Bond") , all as further described in the Loan Agreement and Indenture referred to below. Forms of the following documents relating to the Bonds and the Project have been submitted to the City and are now on file in the offices of the City Clerk: (a) Loan Agreement (the "Loan Agreement") dated as of January 1, 1993, between the City and the Borrower, whereby the City agrees to make a loan to the Borrower of the gross proceeds of sale of the Bonds and the Borrower agrees to complete the refunding and to pay or cause to be paid amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; and (b) Indenture of Trust (the "Indenture") dated as of January 1, 1993, between the City and American National Bank • and Trust Company, as Trustee, pledging revenues, including those to be derived from the Letter of Credit described below 2 and from the Loan Agreement, as security for the Bonds, and • setting forth proposed recitals, covenants and agreements relating thereto; and (c) Letter of Credit (the "Letter of Credit") to be issued by Norwest Bank Minnesota, National Association (the "Bank") to the Trustee, supporting payment, inter alia, of the principal of and interest on the Bonds (this document not to be executed by the City) ; and (d) Remarketing Agreement (the "Remarketing Agreement") dated as of January 1, 1993, between the Borrower and Norwest Bank Minnesota, National Association, as Remarketing Agent, providing for the remarketing of the Bonds from time to time, as provided for in the Indenture, and as further provided therein (this document not to be executed by the City) ; and (e) Private Placement Agreement (the "Private Placement Agreement") between the City, the Borrower and Norwest Bank Minnesota, National Association, as placement agent (in such capacity, the "Placement Agent") , providing for the private placement of the Bonds by the Placement Agent, as further provided therein. 3 . Findings. It is hereby found, determined and declared that: • (a) The Project constitutes a project authorized by and described in the Act. (b) The Project furthers the purposes set forth in the Act in that the purpose of the Project is and the effect thereof will be to promote the public welfare by the active promotion, attraction, encouragement and development of economically sound industry and commerce through governmental action for the purpose of preventing the emergence of blighted and marginal lands and areas of chronic unemployment; by increasing employment opportunities in the City; and by the more intensive development of land available in the area to provide a more adequate tax base to finance the costs of governmental services in the municipality, county and school district where the Project is located. (c) The Project has been approved by the Department of Trade and Economic Development of the State of Minnesota (or its statutory predecessor) as tending to further the purposes and policies of the Act. (d) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or to the Bonds, the Loan Agreement, the Private Placement Agreement or the Indenture, or questioning the • organization, powers or authority of the City to issue the Bonds or execute such agreements. 2 (e) The execution, delivery and performance of the City, s obligations under the Bonds, the Indenture and the Loan Agreement do not and will not violate any order of any court or any agency of government of which the City is aware or in any proceeding to which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (f) It is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interests in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds (except for certain rights to indemnity, repayment of advances and payment of fees and expenses) . (g) The Loan Agreement provides for payments to be made by or on behalf of the Borrower to the Trustee of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Borrower to provide for the payment of operation and maintenance expenses, including adequate insurance, taxes and special assessments. • (h) Under the provisions of the Act, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Letter of Credit or the Loan Agreement, and moneys in the funds and accounts held by the Trustee under the Indenture which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Bond issued under the Indenture shall recite that such Bond, including -interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 4. Approval and Execution of Documents. The forms of Loan Agreement, Indenture, Letter of Credit, Private Placement Agreement, and Remarketing Agreement, referred to in paragraph 2, are approved. The Loan Agreement, Trust Indenture and Private Placement Agreement shall be executed in the name and on behalf of the City by one or more officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers • executing the same, which approval shall be conclusively evidenced by the -execution thereof, and then shall be delivered to the Trustee. The forms of Remarketing Agreement and Letter of Credit -3 now on file may be modified after the date hereof as determined to . be necessary or desirable by the Bank, the Borrower, the Placement Agent and Bond Counsel. 5. Approval, Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, to be dated the date of the initial issuance and delivery thereof, in an aggregate principal amount not to exceed $890, 000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The Borids shall mature and bear interest as provided in the Indenture, and the initial rate of interest thereon shall not exceed 6.00% per annum. Norwest Bank Minnesota, National Association, has agreed pursuant to the provisions of the Private Placement Agreement to privately place the Bonds at a purchase price equal to par, and said purchase price is hereby found to be favorable and is hereby accepted. Officers of the City are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by the Indenture, for authentication, registration and delivery to the original purchaser or purchasers. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Certificates, etc. The officers of the City are authorized and directed to prepare and furnish to Bond Counsel and the Placement Agent 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 appearing 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. 7. Authorization. The officers of the City are authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor, together with such other information as such County Auditor njay requi e, and obtain the certificate of the County Auditor as entry f the Bonds on his bond register as required by the Act nd Secti 475.63, `nnesota Statutes. to ATTEST• Douglas B Tenpas, Mayor J n . Frane, City Clerk -4-