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HomeMy WebLinkAboutResolution - 85-288 - Final Approval MIDB's Eden Square - $6,200,000 - 12/17/1985 $6,200,000 CIT-T OF EDEN PRAUUE, MINNESOTA INDUSTRIAL DEVELOPMENT REVEPT M BONDS (EDEN SQUARE SHOPPING CENTER PA3n E1RSMP PROJECT) SERIES 1985 RESOLU'11ON NO. S ,Z?E AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE INDUSTRIAL DEVELOPMENT REVENUE BONDS (EDEN SQUARE SHOPPING CENTER PARTNERSHIP PROJECT) SERIES 1985, WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE. LOAN AGREEMENT AND THE REMARKETING AGREEMENT; APPROVING CERTAIN OTHER -_DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as emended (the "Act"), as found and determined by the Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement and development of economically F sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purpose, the State of Minnesota has encouraged .action by local governmental units; and WHEREAS, factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and costs of governmental services required to meet the needs of the increased population, and the need for development and use of land which will provide an adequate tax base to finance these increased costs; and WHEREAS, the City of Eden Prairie (the "City") desires to expand the business and employment opportunities, and the available tax base of the City, and to promote the development of property within the City; and WHEREAS, the City is authorized by the Act to enter into a revenue agreement with any person, firm or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide thri the contracting party shall be required to pay all expenses of the operation and maintenance of the project, including, without limitation, Adequate irzsuranc? thereon and insurance against all liability for injury to persons or property arising !rom the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable i during the term of the revenue agreement; and WHEREAS, the Act further authorizes the City to issue revenue bonds in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment or extension of such project; and WHEREAS, the City has received from Eden Square Shopping Center Partnership, a Minnesota general partnership (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act, said project to consist of the acquisition, construction and installation of a multi-tenant retaU facility (the "Project") in the City; and WHEREAS, by a resolution adopted on November S, 1985, the City approved the proposal of the Developer that the City undertake to provide financing for the Project and gave preliminary approval to the financing of the Project, including the issuance, sale and delivery of the Bonds, as hereinafter defined, subject to final approval by the City; and WHEREAS, the City proposes to finance the acquisition, construction and installation of the Project pursuant to=authority conferred by the Act through the issuance of the Bonds , as hereinafter defined; and WHEREAS, said Bonds issued under this Resolution will be secured by a pledge and assignment of the Loan Agreement, and said Bonds and the interest on said Bonds shalt be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory limitation nor shall said Bonds constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, and said Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City -other than its interest in the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, TNINNESOTA, AS FOLLOWS: 1. That the City finds, determines and declares that the acquisition and construction of the Froject within the City will expand the business and employment opportunities within the City, will promote the development of property within the City, and will generally aid and assist the City. 2. That for the purpose of financing the acquisition and construction of the Project there is hereby authorized the issuance, sale and delivery of revenue bonds in the aggregate principal amount of $6,200,000 to be designated the City of Eden Prairie, Minnesota, Industrial Development Revenue Bonds (Eden Square Shopping Center Partnership Project) Series 1985 (the "Bonds") to Miller & Schroeder Financial, Inc., Minneapolis, Minnesota, as original purchaser (the "Original Purchaser"). The Bonds shall be in such denominations, shall be numbered, shall be dated, 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 of Trust, dated as of the date of the Bonds (the 'Indenture") between the City and First Trust Company, Inc., Saint Paul, Minnesota, as trustee (the "Trustee"). -2- 3. That the Borids shall not be general obligations of the City but shall be special limited obligations of the City payable solely from the revenues derived from the Loan Agreement, dated as of the date of the Bonds, and executed by the City and the Developer (the "Loam Agreement") in the manner provided in the Indenture. The Bonds shall be secured by the Indenture. The Mayor of the City (the "Mayor"), the City Manager of the City (the "City Manager") and the City Clerk of the City (the "City Clerk") are hereby authorized and directed to execute the Bonds in accordance with the Indenture. 4. That the financing of the Project, the authorization of the Bonds in the principal amount of $6,20,000, the execution and delivery of the Loan Agreement, the Indenture and the Remarketing Agreement, and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Remarketing Agreement, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Remarketing Agreement and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act. 5. That the Project has been approved- by the Minneota Department of Energy and Economic ]Development, or will be so approved before issuance of the Bonds. 6. That to the best knowledge of the undersigned, the consummation of the transactions contemplated by the Resolution and compliance by the City with the provisions thereof and of the Bonds, the Indenture and the Agreement has not resulted in and will not result in the creation or imposition of any lien, charge or enciunbrance (other than the Agreement, the Resolution and the Indenture) upon any properties or assets of the City other than its interest in the Project; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Agreement, the Bonds, the Indenture, or any other document executed by the City by reason of the existence of any facts contrary to this finding. 7. That to the best knowledge of the undersigned, the City is not and upon the issuance of the Bonds will not be in default in the performance and observance of any of the terms or conditions of the Resolutio),, the Indenture and the Agreement, on its part to be performed or observed, and all conditions precedent provided in the Resolution relating to the issuance of the Bonds have been complied with; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Agreement, the Bonds, the Indenture or any other document executed by the City by reason of the existence of any facts contrary to this finding. S. That it is desirable that the Bonds in the amount of $6,200,000 be issued by the City upon the terms set forth herein, and that the City grant 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 payment of the principal of, premium, if any, and interest on the Bonds. 9. That the loan repayments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on the Bonds when due; and the Loan Agreement also provides that the Developer 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 Land, and payable during the term of the Loan Agreement; 10. That the execution and delivery of the Loan Agreement, the Indenture, the Remarketing Agreement and the Bonds will not conflict with, or constitute on the part of the City, a breach of or a default under, any existing agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by wNch it is bound; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture, the Remarketing Agreement or the Bonds by reason of the existence of any facts contrary to this finding. 11. That no litigation is pending or, to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold has or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of the Bonds or the execution, delivery or validity of the Loan Agreement, the Indenture or the Remarketing Agreement, or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Developer. 12. That all acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Remarketing ` Agreement and the Bonds the valid and binding obligations of the City in accordance with their terms, will have been done upon adoption of this Resolution and execution of the Loan Agreement, the Indenture and the Remarketing Agreement; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture, the Remarketing Agreement or the Bonds by reason of the existence of any facts contrary to this finding; and 13. That the City is duly organized and validly existing under the Constitution and laws of the State of Minnesota, and is authorized to issue the Bonds in accordance with the Act. 14. That the Loan Agreement, the Indenture and the Remarketing Agreement, prepared by approved bond counsel, Drake & Rogosheske, Professional Association, and dated as of the date of the Bonds, as established in the Indenture, are hereby approved. The Mayor, the City Manager and the City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement, the Indenture and the Remarketing Agreement, substantially in the forms now on file with the City, with such necessary and appropriate deletions, omissions, modifications, insertions and additions as are not materially inconsistent with the forms thereof on file with the City, consistent with the Act, as the Mayor, in his discretion, shall determine. The execution of the Loan Agreement, the Indenture and the Remarketing Agreement by the Mayor, with the advice of the City Attorney, shall be conclusive evidence of such determination. All of the provisions of the Loan Agreement, the Indenture and the Remarketing Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated herein, and shall be in full force and effect from the date of execution and delivery thereof. 15. That the Mayor, the City Manager and the City Clerk 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 the election required to be made by the City pursuant to Section 103(bX6XD) of the Internal Revenue Code of 1954, as Amended, and the regulations promulgated pursuant thereto. j -4- 16. That all covenants, stipulations, obligations and agreements of the City contained in this Resolution and the aforementioned documents shall be deemed to b►e covenants, stipulations 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 upon execution and delivery of such documents. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or its officers by the provisions of this Resolution or of the aforementioned documents to be executed and delivered by the City shall be exercised or performed by the City or by such officers of the City, or such board, body or agency thereof as may be required 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 the Mayor or any member of the C ity Council of the City, or any officer, agent or employee of the City in that perso.nts indivichial capacity, and neither the City Council nor any officer 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. 17. That =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 thsi Qhe City, the Developer or any holder of the Bonds issued under the provisions of this Resolution, any right, remedy or claim, legal or equitable, under and by reason of tins Resolution or any provision hereof, this Resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, the Developer and any holder from time to time of the Bonds issued under the provisions of this Resolution. The City reserves the right to withhold execution and delivery of all such documents in the event the Mayor and the City Attorney are not satisfied as to the form and content of such documents or any other material aspect of the above referenced issue. - 18. That in case any one or more of the provisions of this Resolution (except any provision limiting the City's liability under the Bonds), or of the aforementioned documents (except any provision limiting the City's liability under the Bonds), or of the Bonds issued hereunder (except any provision limiting the City's liability under the Bonds) shall for any reason be held to be illegal or invalid, such illegality or invalidbty shall not affect any other provision of this Resolution, or of the aforementioned documents, or of the Bonds, but this Resolution, and aforementioned documents end the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 19. That the Bonds 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. -5- 27. That the City hereby finds, determines and declares that, but for the financing provided through the issuance of the Bonds, the Project would not be undertaken. Adopted this �"day of December, 1985. NIA 0R CITY 14NNAGE ATTEST: CITY CL�FtK -7-