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Res 1993 - 50 Authorizing Issuance, Sale & Delivery of the City's Industrial Development Refunding Revenue BondsCERTIFICATION OF MINUTES RELATING TO $3,380,000 INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (CENTRE POINTE ONE ASSOCIATES PROJEC� SERIES 1993 issuer: City of Mendota Heights, Minnesota Governing Body: City Council FGnd, date, time and place of ineeting: A regular meeting� held on September 7� 1993, at 7:30 o'clock p.m.� at the City Hall, 1101 �ctoria Curve, Mendota Heights� Minnesota. '� Attendance at the Meeting: Present: Absent: Documents Attached: Minutes of said meeting (pages): RESOLUTlON NO. 93- o� A RESOLUTION OF THE CITY COUNCIL OF THE CIN OF MENDOTA HEIGHTS� MINNESOTA (THE "CITY'� AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY'S INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (CENTRE POINTE ONE ASSOCIATES 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 DCECUTION AND DELNERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS I� the undersigned, being the duly qualified and acting recording officer of the public body issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto� as described above, have been carefully compared with the original records of said body in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said body, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting was duly held by the governing body at the time and � place and was attended throughout by the members indicated above, pursuant to cail and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 7th day of September� 1993. �� /�'l City Clerk Councilmember offered the following resolution and moved its adoption� which motion was seconded by Councilmember - � \J RESOLUTION NO. �93-50 ; A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA (THE "CITY") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY'S INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (CENTRE POINTE ONE ASSOCIATES PROJECT) SERIES 1993 (THE NBONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYA�LE SOLELY FROM REVENUES PLEDGED THERETO; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID'� BONDS � WHEREAS� the Ciiy of Mendota Heights, Minnesota (the "City") is a municipal corporation and political subdivision duly organized and existing under the Constitution and laws of the State of Minnesota;l 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 finance the cost of the acquisition, renovation, construction, improving and equipping of certain revenue producing facilities to be located within its corporate boundaries or 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, the Company has requested the City to issue its Industrial Development Refunding Revenue Bonds (Centre Pointe One Associates Project) Series 1993 in the aggregate principal amount not to exceed $3,380,000 to provide funds to refinance the outstanding principal amount of the City's $3,380,000 Industrial Development Revenue Bonds, Series 1985 (Centre Pointe One Associates Project) Series (the "Prior Bonds"); and WHEREAS, the City loaned the proceeds of the Prior Bonds to Centre Pointe One Association of Mendota Heights, a Minnesota general partnership (the "Company") to pay costs of acquiring, constructing and improving a building to be used as an educational and convention facility for the Company 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 September 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 September 1, 1993 (the "Indenture") between the City and 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 Ciiy within the meaning of any constitutional or statutory limitation or cons�;itute 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 properiy of the Cit�r. NOW, THEREFORE, BE IT RESOLVED B�( THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA, AS FOLLOWS: 1. The City acknowledges, finds, determines, and declares that the refinancing of the Prior Bonds furthers the purposes of the Act. 2 For the purposes set forth above, there is hereby authorized the issuance� sale and delivery of the Series 1993 Bonds in a principal amount not to exceed $3,380,000. The Bonds shall be numbered, shall be dated, shall bear interest at a rate or rates of interest not to exceed fifteen percent (15°k) per annum� with an initial rate of interest not to exceed four percent (4%) per annum, to be approved, confirmed and certified by the Mayor, 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. 3. 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 Counc'il of the City hereby authorizes and directs the Mayor and the City Clerk 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. 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, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Cisrk shall be conclusive evidence af such determination. 4. The Officials are hereby authorized and directed to execute and deliver the Loan Agreement, the Piacement Agent Agreemeni by and amang FBS Investment Services, inc. (the "Placement Agent"), the Company and the City (the "Placement Agent Agreement"}, the Remarketing Agreement by and among the Gity, the Placement Agent, the Company and the Trustee (the "Remarketing Agreement") and the Letter of Credit Custodial Agreement by and amang #he City, the Gompany, the Trustee and NatiansBank af Virginia, N.A. (the '"Letter of Credit Custodial Agreement"). Ail of the provisions of the �aan Agreement, the Placement Agent Agreement, the Remarketing Agreement and the Letter of Credit Custodial Agreement, when execu#ed and delivered as authorized herein, shall be in full force and effeci €rom the date af execution and delivery thereof. The Loan Agreement, the Placement Agent Agreement� ihe Remarketing Agreement and the �etter of Credit Custodial Agreement shall be substantially in the forms on file with the City, with such omissions and insertions as do not materiaEly change the subsi�nce thereof, or as the Mayor and the City Clerk, in their discretian, shall determine, and the execution thereof by th� Mayor andJor Cify �ierk shall be conclusive evidence of such determination. v. The Bonds sh�lE be revenue obligations of the City the proceeds oi which shall be disbursed pursuant ta the Indenture and the Laan Agreement� and the principal aff premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds� the Loan Agreement and the Letter of Credit. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bands. 7. The O�cials 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� saie, and delivery af #he Bonds, including an arbitrage certificate, and all other documents and certi�cates as shall be necessary and appropriate in connection with #he issuance, sale and delivery af the Bonds. 8. The Ciiy has not participated in the preparation af the Placement Memorandum relating to the Bonds (the "'Placement Memorandum"� and has made no independent investigation with respect to the informatian contained iherein, inciuding any appendices thereto, and the City assumes no responsibility for the sufficisncy, accuracy or completeness of such infiormation. Subject to the foregoing, the City hereby consents to #he distribution of the Placement Memorandum by the Placemen# Agent in connection with the p(acement of the Bonds, 9. Ai( covenants, stipulations, obligations and agreements of the Ci#y contained in this resolution and the aforementioned documents shalf be deemed to be the covenants, s#ipu(a#ions, ob(igations and agreements of the City to the full extent autharized or permitted by (aw, and all such covenants, stipulations, obiigations and agreernents sha!! be binding upon the City. E�ccept as otherwise provided in this resolution, a(1 rights, powers and privileges conferred and duties and iiabilities irnposed 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 duiies. No covenant, stipulation, obligation or agreement herein contained or contained in #he aforementioned documer�ts shall be deemed to be a covenant, stipulation, ob(iga#ion or agreement of any member of the City Council of the City, or any officer, agen# or employee of the Gity in that person's individua! capacity, and neither the Gity Council of the City nor any officer or employee executing the Bonds shal( pe liable personally on the Bonds or be subject to any personal liability or accountabilit�r by reason of the issuance thereof. No provision, covenant or agreement cantained in the aforementianed documents, the Bonds or ir� any other documer�'t refaied to the Bonds, and no ob(igation therein or herein imposed upon the City ar the breach thereof, shall constitute or give rise to any pecuniary iiability of the City or any charge upon its general credit or taxing powers. In making the agreemen#s, provisions, covenants and representations set forth in such documents, the City �as not obligated itseif to pay or remit any funds ar revenues, other than funds and revenues derived from the Loan Agreement r+vhich are to be applied io the payment af the Bonds, as provided iherein and irt the Indenture. 10. Except as herein atherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed ta confer upon any person or firm or corporatian, other than the Ciiy or any owner of the Bonds issued under the pravisions of this resolution, any right, remedy ar claim, legal or equi#able, under and by reasan of this resolution ar any provision hereaf, this resalution, ti�e aforementioned documents and all o€ their provisions being intended to be and being for the-sole and exclusive benefit of the City and any owners ftom time to time of #he Bonds issued under the pravisions af this resolution. 'i 1. In case any one or more of #he provisions of this resolution, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be iliegal or inva[id, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds but this resolu#ion, the a#orementianed documents, and #he Bonds shall be construed and endorsed as if such illegal or invalid provision had not been cantained therein. 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recitai shall be co�clusive evidence of the validity of the Bands and #he regularity of the issuance thereof, and that all acts, condiiions and things required by the laws of the State af 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. 13. The officers of the City, attorneys, engineers 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 the Mayor or City Clerk 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 capaciiy 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. 14. The Company has agreed and it is� hereby determined that any and all costs incurred by the City in connection with the issuance of the Bonds� whether or not the Bonds are issued� shall be paid by the Company. Adopted: September _, 1993 �..�.� �. u� Mayor ATTEST: ity Clerk Upon cal( of the ro((, the vate an said motion was as fo(laws: Couneilmembers: 1. 2. 3. 4. 5. s. �. !n Favor Opposed Absent Not Votinq � i . .