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92-075 - 10-20 Provide Sale Revenue Bonds HB Associates Limited PartnershipResolution 92-75 October 20, 1992 Member Thompson introduced the following resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152 to 469.165, ON BEHALF OF H B ASSOCIATES LIMITED PARTNERSHIP, A MINNESOTA LIMITED PARTNERSHIP BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the "City"), as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), authorized to issue and sell its revenue bonds and refunding revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Project; Documents Presented. H B Associates Limited Partnership, a Minnesota limited partnership (the "Borrower"), has pro- posed to this Council that the City issue and sell its $1,265,000 City of Golden Valley Economic Development Refunding Revenue Bonds (H B Associates Project), Series 1992, in substantially the form set forth in the hereinafter -mentioned Trust Indenture (the "Bonds") pursuant to the Act and loan the proceeds thereof to the Borrower in order to refinance costs incurred in the acquisition, construction and equipping of a commercial office facility of approximately 21,000 gross square feet at 4825 Olson Memorial Highway in the City (the "Project"), owned by the Borrower and leased by the Borrower to various tenants. The Bonds are to be issued for the specific authorized purpose of causing to be refunded the City's outstanding Industrial Development Revenue Bonds (H B Associates Limited Partnership Project), Series 1982, issued in the original aggregate principal amount of $1,350,000 (the "Refunded Bonds"). Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement") dated as of October 1, 1992, between the City and the Borrower, whereby the City agrees to make a loan to the Borrower of the gross proceeds of sale of the Bonds and the Borrower agrees, subject to the terms and provisions thereof, to cause the Refunded bonds to be refunded in full, and to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; and (b) Trust Indenture (the "Trust Indenture") dated as of October 1, 1992, between the City and First Trust National Association, as Trustee, authorizing the issuance of the Bonds and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) Guaranty Agreement (the "Guaranty") dated as of October 1, 1992, from Northwestern National Life Insurance Company (the "Guarantor") to the Trustee, by which the Guarantor absolutely and unconditionally guarantees payment of all principal of, premium, if any, and interest on the Bonds (this document not to be executed by the City); and Resolution 92-75 - Continued October 20, 1992 (d) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Dain Bosworth Incorporated (the "Underwriter"), the Borrower, and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting the terms and conditions of purchase; and (e) Preliminary Official Statement and Final Official Statement, (together the "Official Statement"), describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. 3. Findings. It is hereby found, determined and declared that: (a) The Project, based upon information furnished by the Borrower, constitutes a project authorized by and described in the Act. (b) Pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, the City Council conducted a public hearing on October 20, 1992, on the issuance of the Bonds to refinance the Project, and the Project and the issuance of the Bonds are hereby approved for purposes of said Section 147(f). (c) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or to the Bonds, the Loan Agreement, the Bond Purchase Agreement or the Trust Indenture or questioning the organization, powers or authority of the City. (d) The execution, delivery and performance of the City's obli- gations under the Bonds, the Trust Indenture, the Bond Purchase Agreement and the Loan Agreement do not and will not violate any charter provision, or any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instru- ment. (e) It is desirable that the Bonds be issued by the City upon the terms set forth in the Trust Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (f) The Loan Agreement provides for payments by the Borrower to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Borrower to pay or cause to be paid all costs of operation and maintenance of the Project Facilities, including adequate insurance, taxes and special assessments. A reserve fund for the Bonds has not been deemed necessary to be established under the provisions of the Indenture in connection with the issuance of the Bonds. (g) Under the provisions of the Act, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement, the Guaranty and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; no owners of the Bonds shall ever have the right Resolution 92-75 - Continued October 20, 1992 to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City (other than the City's interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City (other than the City's interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); and each Bond issued under the Trust Indenture shall recite that the Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 4. Approval and Execution of Documents. The forms of Loan Agreement, Trust Indenture, Bond Purchase Agreement and Guaranty referred to in paragraph 2, are approved. The Loan Agreement and Trust Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Clerk, or other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evi- denced by the execution thereof, and then shall be delivered to the Trustee. The Bond Purchase Agreement shall be signed on behalf of the City as provided therein. Copies of all documents shall be delivered and filed as provided therein. 5. Approval, Execution and Delivery of Bonds. The city shall proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $1,265,000, in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. Pursuant to the provisions of the Bond Purchase Agreement and subject to the conditions therein set forth, the Underwriter has agreed to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and said purchase price is hereby found to be favorable and is hereby accepted. The Mayor and City Clerk and other City officers are authorized and directed to pre- pare and execute the Bonds as prescribed in the Trust Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Trust Indenture, for authen- tication, registration and delivery to the Underwriter. As provided in the Trust Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regu- larity of the issuance thereof. 6. Official Statement. The City hereby consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale, and the Official Statement is hereby "deemed final" for purposes of Rule 15c2-12 of the Securities and Exchange Commission; provided, however, that the City has not participated in the preparation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or complete- ness of such information. 7. $10 Million Election. The City hereby elects that the $10 million election with respect to the Bonds and certain capital expenditures for the Project, as provided under Section 144(a)(4) of the Internal Revenue Code of 1986, as amended, shall apply to the Bonds and the Project. Resolution 92-75 - Continued October 20, 1992 8. Certificates, etc. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and cer- tificates as may be required to show the facts appearing 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. 9. Authorization. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the Hennepin County Director of Property Tax and Public Records, acting as County Auditor, together with such other information as the Director may require, and obtain the certificate of the Director as to entry of the Bonds on the bond register to the extent required by the Act and Section 475.63, Minnesota Stat ATTEST: irley Uiffs6n, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Johnson, and upon a vote being taken thereon, the following voted in favor thereof: Bakken, Johnson, Russell and Thompson; the following was absent: Stockman; and the following voted against the same: none; whereupon said resolu- tion was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk.