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85-047 RES Resolution No. 85-47 . A RESOLUTION OF THE CITY OF ELK RIVER AUTHORIZING THE ISSUANCE OF $300,000 PRINCIPAL AMOUNT CITY OF ELK RIVER, MINNESOTA, RECREATIONAL FACILITY REVENUE NOTE (ELK RIVER ICE ARENA PROJECT), SERIES 1985, AND APPROVING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS RELATING THERETO. BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (the City), as follows: Section 1. Findinqs. that: It is hereby found and declared . 1.1) The City is authorized, under Minnesota Statutes, Chapter 471 (the Act) to operate a program of public recreation; to acquire, equip, and maintain land, buildings, and other recreational facilities, including skating rinks and arenas; and to expend funds in the operation of such program. The City is further authorized by the Act to carry out such a recreational program in cooperation with a nonprofit organization and, in that connection, to lease the recreational facilities to the nonprofit corporation upon terms provided in the Act. The Act further authorizes the City to issue bonds for the acquisition and betterment of land, buildings, and facilities for the purpose of carrying out the recreational program and for such bonds to be payable from the income of the land, buildings, and facilities used for the operation of the program, and for such bonds to be secured by a pledge to the bondholders of all income and revenues of whatsoever nature derived from any such land, buildings, and facilities, as a first charge on the gross revenues thereof. 1.2) The Elk River Youth Hockey Association, a Minnesota nonprofit corporation (the Association), is currently the owner of an ice arena (the Facility) located at 1000 School St. (Adjacent to Sr. High Parking Lot)in the City. The Facility is currently subject to a mortgage loan obligation of approximately Ninety- five Thousand Five Hundred Dollars ($95,500). The Association desires to construct and install certain improvements and betterments in the Facility. It is proposed that the City issue revenue bonds under the Act (the Note) and lend the proceeds of the sale of the Note to the Association to finance the repayment of the existing mortgage loan, the improvements and betterments to be constructed and installed in the Facility and the costs of the issuance of the bonds. The First National Bank of Elk River (the Lender) is willing to purchase ~he Note upon the terms and conditions described in this resolution and the other documents to be described herein. . 2 . . 1.4) 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 his or her office, or in any manner questioning the right and power of the City to execute and deliver the Note, or otherwise questioning the validity of the proposed Lease Agreement, the Bond Purchase Agreement, or the Disbursing Agreement or questioning the appropriation of revenues for the payment of the Note or the right of the City to lend the proceeds of the Note to the Association. 1.5) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Lease Agreement, the Bond Purchase Agreement, the Disbursing Agreement, and the Note the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and the execution and delivery of the Lease Agreement, the Bond Purchase Agreement, the Disbursing Agreement, and the Note. Section 2. Authorization for Issuance and sale of Note and Execution of Documents. 2.1) Documents. There have been prepared and presented to this Council copies of the following listed documents, all of which are now placed on file in the office of the City Administrator-Clerk: . (01) The Deed; (02) The Bill of Sale; (03) The Lease Agreement; (04) The Bond Purchase Agreement; (05) The Disbursing Agreement; (06) The Leasehold Mortgage; (07) The School District Lease Assignment; (08) The General Assignment; and (09) The Participation Agreement. . 2.2) Authorization and Execution of Document. The forms of the documents listed above are approved, with such variations, insertions, and additions as are deemed appropriate by the parties thereto and approved by the City Attorney. The Mayor and the City Administrator-Clerk are hereby authorized and directed to execute, attest, and deliver the Lease Agreement, the Bond Purchase Agreement, and the Disbursing Agreement. All of the provisions of the Lease Agreement, the Bond Purchase Agreement, and the Disbursing Agreement, when 4 . . 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 verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Lease Agreement, the Bond Purchase Agreement, and the Disbursing Agreement shall be substantially in the forms on file in the office of the City Administrator-Clerk, but with such variations, omissions, and insertions as may be approved by the officers executing the same, which approval shall be conclusively evidenced by such execution. 2.3) Form and Authorized Amount of Note. The Note shall be issued substantially in the form set forth in Exhibit A, attached hereto and made a part hereof, with such variations, omissions, and insertions as may be permitted by the officers executing the Note, which approval shall be conclusively evidenced by such execution, in the principal amount of Three Hundred Thousand Dollars ($300,000). The terms of the Note are incorporated by reference herein. . 2.4) Execution. The Note qhall be executed on behalf of the City by the signatures of the Mayor and the City Administrator-Clerk (or the Acting Mayor and an authorized officer in place of the City Administrator-Clerk as provided in Section 2.8 of this Resolution), and shall be sealed with its corporate seal and shall be dated as of the date of its delivery. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 2.5) Mutilated, Lost, and Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new Note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon payment by the holder of the Note (the Holder) of the reasonable expenses and charges of the City in connection therewith, and in case the Note is destroyed or lost, the Holder filing with the City evidence satisfactory to the City of such destruction or loss. 2.6) Reqistration of Transfer. The City will cause to be kept at the office of the City Administrator-Clerk a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Note. The Note shall be transferable upon the Note Register by the Holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Administrator-Clerk, duly executed by the Holder or its duly authorized attorney. Upon such transfer the City Administrator-Clerk shall note the date . 5. . . . of registration and the name and address of the new Holder in the Note Register. The City may deem and treat the person in whose name the Note is last registered in the Note Register as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance or interest and for all other purposes. 2.7) Delivery and Use of Proceeds. Prior to delivery of the Note, the documents referred to in Section 2.1 hereof shall be completed and executed in form and substance as approved by the City Attorney. The City shall execute and deliver the Note to the Lender, together with a certified copy of this Resolution, original, executed counterparts of the Lease Agreement, the Disbursing Agreement, and the Bond Purchase Agreement, and such closing certificates, opinions, and related documents as are required by bond counsel. Upon delivery of the Note and the above items to the Lender, the Lender shall disburse the proceeds of the Note pursuant to the provisions of the Disbursing Agreement, and the proceeds so disbursed shall be deemed to have been disbursed for the account of the City. 2.8) Absence of Officers. In the absence of the Mayor or the City Administrator-Clerk, the Note and any of the other documents authorized by this resolution to be executed and delivered by the City, may be executed and delivered by any other member of the City Council in place of the Mayor or City Administrator-Clerk. 2.9) Special obliqations. The Note is a special, limited obligation of the City. Principal of, premium, if any, and interest on the Note is payable solely from the revenues to be derived by the City under the Lease Agreement which are pledged to the Holder of the Note. The State of Minnesota, the County of Hennepin, and the City shall not in any event be pecuniarily liable for the payment of the principal of, premium, if any, or interest on the Note, or, for the performance of any agreement of any kind whatsoever that may be undertaken by the City. Neither the Note, nor any of the agreements of the City shall be construed to cause an indebtedness of the State of Minnesota, the County of Sherburne, or the City within the meaning of any constitutional or statutory provisions whatsoever, nor to constitute or give rise to a pecuniary liability or be a charge against the general credit or taxing powers of the State of Minnesota, the County of Sherburne, or the City. The Note, the interest thereon, and any premiums or other amounts payable thereunder, however designated, do not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, except the revenues to be received by the City under the Lease Agreement, and the agreement of the City to perform or cause the performance of the covenants and other provisions referred to in this 6. . . resolution, the Note, or any of the other agreements to which the City is a party, shall be limited at all times to the availability of revenues from the Lease Agreement sufficient to pay all costs of such performance and the enforcement thereof. The provisions of this paragraph shall, for all purposes of the Note, be controlling and be given full force and effect, anything else to the contrary in this resolution, the Note, or the other agreements notwithstanding. Section 3. Debt Service Fund. The Note shall be payable from a separate account in the Common Debt Service Account of the City, which shall be established solely for the payment of the Note. The City agrees to maintain such account until the Note has been paid in full. The revenues to be received by the City as rental payments under the Lease Agreement, are hereby pledged to the payment of the principal, premium, if any, and interest on the Note. The monies received by the City from rental payments under the Lease Agreement shall be deposited in such account. The monies on hand in such account from time to time shall, to the extent necessary, be used only to pay principal of and interest on the Note. Section 4. Miscellaneous. 4.1) Invalidity. In case anyone or more of the provisions of this Resolution, the Lease Agreement, the Bond Purchase Agreement, the Disbursing Agreement, or the Note 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, the Lease Agreement, the Bond Purchase Agreement, the Disbursing Agreement, or the Note, but this Resolution, the Bond Purchase Agreement, the Lease Agreement, the Disbursing Agreement, and the Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. 4.2) Performance. The officers, attorneys, and o~her 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 Note, the Lease Agreement, the Bond Purchase Agreement, and the Disbursing Agreement for full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Note, the Lease Agreement, the Bond Purchase Agreement, the Disbursing Agreement, and this Resolution. 4.3) Certifications. The Mayor, City Administrator-Clerk and other officers of the City are hereby authorized and directed to prepare and furnish to Larkin, Hoffman, Daly & Lindgren, Ltd., bond counsel, to the Association, to the Lender, and to counsel for such parties, certified copies of . all proceedings and records of the City relating to the 7 .