Loading...
HomeMy WebLinkAboutResolution - 93-221 - S & S Land Company Project - Authorization of Issuance , Sale and Delivery of the City's Commercial Development Refunding Revenue Bonds - 12/13/1993 RESOLUTION NO. 9 3 - 2 2 1 is A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA (THE "CITY") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY'S COMMERCIAL DEVELOPMENT REFUNDING REVENUE BONDS (S & S LAND COMPANY PROJECT) SERIES 1993 (THE "BONDS") , WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES PLEDGED THERETO; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS WHEREAS, the City of Eden Prairie, Minnesota (the "City") is a municipal corporation duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 to 469. 165, as amended (the "Act") , the City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to refund those revenue bonds previously issued for such purposes, and is authorized to enter into revenue agreements made in connection therewith and pledge those agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, S & S Land Company, a Minnesota general partnership, • (the "Company") , has requested the City to issue its Commercial Development Refunding Revenue Bonds (S & S Land Company Project) Series 1993 (the "Series 1993 Bonds") in the aggregate principal amount not to exceed $1,100, 000 to provide funds to refinance the outstanding principal amount of the City's $1, 100,000 Commercial Development Revenue Note (S & S Land Company Project) , dated December 28, 1983 (the "Prior Bonds") ; and WHEREAS, the City loaned the proceeds of the Prior Bonds to S & S Land Company, a Minnesota general partnership, for the purpose of paying costs of the acquisition of certain land and construction thereon of an office building and certain related facilities and improvements thereon within the corporate boundaries of the City (the "Project") ; and WHEREAS, the City conducted a public hearing with respect to the Prior Bonds after publication of notice at least fourteen days prior to the date of the hearing; and WHEREAS, the loan for the Bonds will be made pursuant to the terms of a Loan Agreement dated as of December 1, 1993 (the "Loan Agreement" between the City and the Company; and WHEREAS, the Bonds will be issued under a Trust Indenture dated as of December 1, 1993 (the "Indenture") between the City and • -1- First Trust National Association (the "Trustee") , and are to be • secured by a letter of credit issued by First Bank National Association, or any substitute letter of credit delivered in accordance with the terms of the Indenture (collectively, the "Letter of Credit") , •and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture, and said Bonds and the interest on said Bonds shall be payable solely from the revenues pledged therefor and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: 1. The City hereby makes the following findings: (a) the City is a municipal corporation and public body under the laws of the State of Minnesota. Under the provisions of the Act, the City is authorized to enter into the transactions contemplated by this Loan Agreement and the Indenture and to carry out its obligations thereunder; • (b) to the best knowledge of the City, no public official of the City has either a direct or indirect interest in the Loan Agreement nor will any public official of the City either directly or indirectly benefit financially from the Loan Agreement; (c) the Bonds, the Indenture, the Loan Agreement, the Placement Agent Agreement, the Letter of Credit Custodial Agreement and the Remarketing Agreement have been duly authorized by the City and, when executed will constitute the valid, binding and enforceable obligation of the City; (d) the execution and delivery of the Bonds, the Indenture, the Placement Agent Agreement, the Remarketing Agreement, the Letter of Credit Custodial Agreement, the Loan Agreement and the other agreements contemplated by the Placement Memorandum, under the circumstances contemplated thereby, and the compliance by the City with the provisions thereof will not conflict with or constitute on the part of the City a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement or other instrument to which the City is subject or by which it is bound; • -2- (e) the City has complied with the provisions of the Act • and has full power and authority to issue the Bonds, to loan the proceeds thereof to the Company and to carry out and consummate all transactions contemplated by the Indenture, the Loan Agreement, the Letter of Credit Custodial Agreement and the Remarketing Agreement; (f) the City has full power and authority to execute and deliver the Indenture, the Letter of Credit Custodial Agreement, the Loan Agreement, the Placement Agent Agreement and the Remarketing Agreement and to carry out the terms thereof; (g) no approval, authorization, consent or other order of any public board or body is legally required for the transactions contemplated by the Placement Agent Agreement, the Letter of Credit Custodial Agreement, the Loan Agreement, the Indenture or the Remarketing Agreement; and (h) there are no legal or governmental proceedings, pending, threatened or contemplated, or any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity of or security for the Bonds, the Indenture, the Placement Agent Agreement, the Remarketing Agreement, the Loan Agreement, the Letter of Credit Custodial Agreement or the transactions contemplated thereby. • 2. The City acknowledges, finds, determines, and declares that the refinancing of the Prior Bonds furthers the purposes of the Act. 3. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Series 1993 in a principal amount not to exceed $1, 100, 000. The Bonds shall be numbered, shall be dated, shall bear interest at an initial rate not to exceed seven percent (7%) per annum, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture in the form now on file with the City Clerk. 4. The Bonds shall be special obligations of the City payable solely from the revenues provided pursuant to the Loan Agreement, the Letter of Credit, and other funds pledged pursuant to the Indenture. The City Council of the City hereby authorizes and directs the Mayor and the City Manager of the City (together, the "Officials") to execute and deliver the Indenture by and between the City and the Trustee and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the Bondowners, the City and the Trustee as set forth therein. • -3- All of the provisions of the Indenture, when executed as • authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the City Clerk, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion and on the advice of counsel, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 5. The Officials are hereby authorized and directed to execute and deliver the Loan Agreement, the Placement Agent Agreement by and among FBS Investment Services, Inc. (the "Placement Agent") , the Company and the City (the "Placement Agent Agreement") , the Remarketing Agreement by and among the City, the Placement Agent, the Company and the Trustee (the "Remarketing Agreement") and the Letter of Credit Custodial Agreement by and among the City, the Company, the Trustee and NationsBank of Virginia, N.A. (the "Letter of Credit Custodial Agreement") . All of the provisions of the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement and the Letter of Credit Custodial Agreement, when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement and the Letter of Credit Custodial Agreement shall be substantially in the forms now on file with the City Clerk, with such omissions and insertions as do not • materially change the substance thereof, or as the Mayor and the City Manager, in their discretion on the advice of counsel, shall determine, and the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 6. The Bonds shall be revenue obligations of the City the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal of, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the Loan Agreement and the Letter of Credit. 7. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 8. The Officials are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including an arbitrage certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 9. The City has not participated in the preparation of the Placement Memorandum relating to the Bonds (the "Placement Memorandum") and has made no independent investigation with respect • -4- to the information contained therein, including any appendices • thereto, and the City assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution of the Placement Memorandum by the Placement Agent in connection with the placement of the Bonds. 10. All covenants, stipulations, obligations and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by the provisions of this resolution or the aforementioned documents shall be exercised or performed by such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee • executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 11. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any owner of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any owners • -5- from time to time of the Bonds issued under the provisions of this resolution. • 12. In case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds but this resolution, the aforementioned documents, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. 13. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 14. The officers of the City, its attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, • the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason either the Mayor or City Manager of the City is unable to carry out the execution and delivery of any of the documents or other acts provided herein, any member of the City Council of the City shall be authorized to act in his or her capacity and undertake such execution or acts on behalf of the City with full force and effect, which executions or acts shall be valid and binding on the City. 15. The Company has agreed to the City's counsel fees and any other fees the City incurs in on ection w'th the issuance of the Bonds. Adopted: December 13, 1993 Mayor ATTEST: 4-AL (Fit k • -6-