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HomeMy WebLinkAboutResolution - 93-113 - Authorizing Issuance and Sale of $2,595,000 Variable Rate Demand Commercial Development Revenue Bonds - Lakeview Business Center - 06/01/1993 RESOLUTION NO. 93- 113 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $2,595,000 VARIABLE RATE DEMAND COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1993 (LAKEVIEW BUSINESS CENTER PROJECT) TO REFINANCE A 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"Borrower") that the City undertake to refinance existing tax-exempt bonds and refinance a certain Project as herein described, pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), through issuance by the City of its $2,595,000 Variable Rate Demand Commercial Development Revenue Refunding Bonds, Series 1993 (Lakeview Business Center Project) (the 'Bonds"). 2. It is proposed that, pursuant to a Loan Agreement dated as of June 1, 1993, between the City and the Borrower (the "Loan Agreement"), the City loan the proceeds of the Bonds to the Borrower to refund the outstanding principal balance of the $2,695,000 Commercial Development Revenue Refunding Bonds, Series 1989 (Lakeview Business Center Project) issued by the City on June 27, 1989 (the 'Prior Bonds") which Prior Bonds were issued to refund a tax-exempt revenue note which was issued to finance the acquisition, construction and equipping of an approximately 50,000 sq. ft. office/showroom located at 10901-10925 Valley View Road, in the City (the 'Project"). The basic payments to be made by the Borrower 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 June 1, 1993 (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 in favor of the Trustee and confirmed by Harris Bank and Trust Company, Chicago, Illinois in an amount equal to the principal amount of the Bonds plus certain additional interest thereon. The Bonds are intended to be purchased by Piper Jaffray, Inc. (the 'Purchaser"), pursuant to a Bond Purchase Agreement dated as of closing among the Purchaser, the Borrower and the City (the 'Purchase Agreement") and resold pursuant to an Official Statement (the "Official Statement"). The Purchaser shall also act as remarketing agent for the Bonds pursuant to a Remarketing Agreement dated as of June 1, 1993 among the Borrower, the Trustee and the Purchaser. 658155.02 • 3. Forms of the following documents will be executed by the City in connection with issuance of the Bonds: (a) The Loan Agreement; (b) The Indenture; and (c) The Purchase Agreement. The use of the Official Statement is hereby approved, but the City takes no responsibility for any of the information contained therein. 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 sufficient 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 Borrower 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. 658155.02 2 5. The forms of the Loan Agreement, Indenture, and Purchase Agreement and exhibits thereto shall be subject to the final approval of the City Attorney. The Loan Agreement, Indenture, and Purchase Agreement are directed to be executed in 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 shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The offer of the Purchaser to purchase the Bonds for sale as of the date of issuance of the Bonds at par plus accrued interest, if any, to the date of delivery at the interest rate or rates determined by the Purchaser as remarketing agent in accordance with the terms of 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 Purchaser. 7. The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the 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. 8. 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 City Manager, any of the documents authorized by this resolution to be executed may be executed by the acting Mayor or the designee of the City Manager, respectively. 658155.02 3 . Adopted: June 1, 1993 )m 6 Mayor ATTEST Q-L�- L Ci (SEAL) 658155.02 4