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HomeMy WebLinkAbout85-044 CITY OF LASEVILLE RFSOLUI'ION N0.85-44' AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF LAKEVILLE, MINAt1;S0'fA, COMMERCIAL DEVELOPMENT REVENUE HONDS (I- 35/LAKEVILLE LIMITED .PARTNERSHIP PROJECT), WHICH BONDS AND THE IN`s EREST AND ANY PREMIUM THEREON SHALL t3E PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE. LOAi1 rGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT, AND THE BOND PURCHASE AGREEMENT; APPROVING CERTAIN UT11ER DOCUMEN'T'S 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 amended {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 develop- merit of economically 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 cost 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 Lakeville, Minnesota (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 befixed, 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 and interest on all bonds issued under. the Act when due, and the revenue. agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, 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 and payable during. the term of the revenue .agreement; and 1 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, better- ment, or extension of such project; and WHEREAS, the City has received from I-35/Lakeville Limited Partnership, a Minnesota limited partnership (the "Developer") formed or to be formed with lirutger Companies, Inc., as a general partner, 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 motel facility (the "Project")in the City; and WHEREAS, by resolution adopted. on May 6, 1985, the City preliminarily approved the proposal of the Developer that the .City undertake to provide financing for the. Project and preliminz~rily approved the financing of the Project, including the issuance, sate 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, the City on May 6, 1985, held a public hearing on the issuance of the Bonds in compliance with the provisions of Section lU3(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, Miller & Schroeder Municipals, Inc. (the "Underwriter") proposes to purchase said Bonds; and 1NHEREAS, said Bonds issued under this resolution will be secured by a pledge and assignment of the Loan Agreement, as hereinafter defined, and of the revenues derived by the .City from the Loan Agreement, and said Bonds and the interest on said Bonds shall 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 constitute nor 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 other than its interest in the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LAKEViLLE: 1. That the City Council of the City finds, deterrrlines, and declares that the acquisition and construction of the Project within the City will expand the business and employment opportunities within the City, wilt promote the develop- ment of property within the City, and will generally aid and assist the City, .and that, based upon representations made by the Developer, the Project would not be • undertaken but for the availability of industrial development bond financing. 2 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 $3,060,000 to be designated the City of Lakeville, Minnesota, Commercial Development Revenue Bonds (I-35/Lakeville Limited Partnership Project) (the "Bonds") to the Underwriter. The Bonds shall be in such denomination, shall be numbered, and 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. l`Iational City Bank in Minneapolis, Minnesota, as trustee (the "Trustee"), provided that the Bonds shall bear interest. at the initial. rate or rates not exceeding the rates per. annum set forth in the Indenture, and the Mayor and the City Administrator are authorized to approve interest rates on the Bonds lower than those set forth in the Indenture, which approval shall be evidenced by the execution of the Indenture by the Mayor • and City Administrator. 3. That the Bonds shall not. be general obligations 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 "Loan Agreement") in the manner provided in the Indenture. The Bonds shall be secured by the Indenture and by a Combination. Mortgage, Security Agreement, and Fixture Financing Statement made by the Developer to the Trustee and dated as of the date of the Bonds. The Mayor (thee"Mayor") and City Administrator (the "City Administrator") of the City are. hereby authorized and directed to execute the Bonds in accordance with the Indenture. 4. .'That the Loan Agreement, the Indenture, and the Bond Purchase Agreement, dated as of the date of the Bonds (the "Bond Purchase Agreement"), by 3 and between the City, the Developer, .and the Underwriter are hereby approved. The Mayor and City Administrator of the City are hereby authorized and directed to execute and deliver the Loan Agreement, the Indenture, and the Bond Purchase Agreement, substantially in the forms now on file .with the City, with such necessary and appropriate omissions, modifications, insertions, and additions as are not materially inconsistent with the form on file .with the City, and which are consistent with the Act, as the Mayor in his discretion shall determine. The execution of the Loan Agreement, the Indenture, and the: Bond Purchase 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 Bond Purchase 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. 5. That the Mayor and City Administrator 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 (b)(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.103- 10(b)(2)(vi) of the Regulations promulgated pursuant thereto. e. 't'hat 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 upon execution and delivery of such documents. Except as otherwise provided in this • 4 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 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 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. 7. 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 than the City, the Developer or .any holder of the t3onds 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, 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 Bonds. • 5 8. '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 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 and endorsed as if such illegal or invalid provision had not been contained therein. 9. 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 anal 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. lU. That the officers 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. 11. That the City Administrator, or in his absence, his designee, is hereby designated as Issuer Representative for the purpose of taking all actions and doing atl things required to be taken. or done by the Issuer Representative pursuant to the • aforementioned documents. 6 12. That in the event any of the officers of the City authorized to execute documents on behalf of the City under this resolution shall for any reason be unable to do so, any other officer of .the City authorized to act for such designated officer is hereby directed and authorized to do so on behalf of the City with the. same effect as if executed by the officer authorized to do so in this resolution. 13. All actions of the members, employees, and staff of the City Council heretofore taken in furtherance of the Project are hereby approved, ratified and.. confirmed. 14. The Mayor and City Administrator, and other officers of the City are authorized and directed to prepare and furnish with regard to the issuance of the Bonds, certified copies of all proceedings .and records of the .City relating to the idonds and such other affidavits and certificates (including but not limited to those required by the bond Purchase Agreement) as may be required to show the facts • relating to the .legality, tax exemption, and marketability of the Bonds as such facts appear from the books and records in said 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 made by the City and contained therein. 15. The Trustee is hereby appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.55, and paying agent with respect to the Bonds pursuant to Minnesota Statutes, Sectio~i 475.553. The Trustee is hereby directed to accept as additional security for the Bonds such other documents and instruments as shall be provided to it by the Developer. If required the Trustee is hereby authorized to become a party to such documents and instruments and to take all necessary and appropriate actions thereto as required . by a party to such documents and instruments. 7 r lb. The issuance of the 3onds and the transactions contemplated thereby • are hereby found to be consistent with the procedures of the City established for such undertakings and, in the event of any inconsistencies, strict compliance with such procedures is hereby waived. 17. The City hereby authorizes the Mayor. and City Administrator to consent to the circulation of the Preliminary Official Statement and the Official Statement to be prepared by the Underwriter in connection with the sale and delivery of the Bonds, which shall be in substantially the form on file with the City on the date hereof, with such variations, omissions and additions as may be acceptable to the Mayor and the City Administrator. Adopted this 3rd day of June, 1985. • Duane La Mayor ATTEST: f atrick YIcGar y, City Administrator 8 t AU'I'HOR.IZING 'rHE ISSUAiYCE, SALE AND DELIVERY OF 'THE CITY OF LAKEVILLE, .MINNESOTA, COM1vIERCIAL DEVELOPMENT REVENUE BONDS (I-35/LAKEVILLE LIMITED PARTNERSHIP PROJECT), WHICH BONDS AND THE INTEREST AND ANY PREMIU:VT 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 BLIND PURCHASE AGREEMENT; APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMEN'T'S; APPROVING THE FUKM OF Ai~1D AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. Municipality: City of Lakeville, Minnesota Governing body: City Council Meeting: A meeting of the City Council (the "Council") of the City of Lakeville, Minnesota (the "City") held on the 3rd day of June, 1985, at 7:00 m. at the Council Chambers. Members present: Zaun, Nelson, Sindt, Enright, Harvey • Me tubers. absent: None Documents: A copy of a resolution adopted by the Council. of the City at said meeting. Certification: I, Patrick McGarvey, .City Administrator of the City do hereby certify the following: Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City, which resolution was adopted by the Council, at the meeting referred to above. Said meeting was a regular meeting of the Council, was open. to the public, and was held at the time and place at which meetings of the Council are regularly held. Member Enright moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member Nelson A vote being taken on the motion, the following voted in favor of the resolution: • Sindt, Enright, Harvey, Nelson, Zaun and the following voted against the resolution: None i Whereupon said resolution was declared duly passed and adopted. The attached resolution is in full force and effect and no action has been taken by the Council of the Gity which would in any way alter or amend the attached resolution. Witness my hand officially as the City Administrator of the City of Lakeville, Minnesota, this 3rd day of June 98 j City A mini trator