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HomeMy WebLinkAboutResolution 01-EDA153 . . . RESOLUTION NO. 01-EDA-153 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF THE EDA'S TAXABLE TAX INCREMENT REVENUE BONDS, SERIES 2001, AND APPROVING EXECUTION OF VARIOUS AGREEMENTS BE IT RESOLVED by the Board of Commissioners (the "Board") of the Mounds View Economic Development Authority (the "EDA") as follows: 1. Recitals and Findings. It is hereby recited and determined: (a) The EDA is authorized under the laws of Minnesota, including Minnesota Statutes, Sections 469.090 through 469.108, and the powers conferred on the EDA therein (collectively, the" Act"), to enter into certain agreements and to issue revenue bonds to aid in financing certain projects. (b) Pursuant to and in furtherance of the objectives of the Act, the EDA has undertaken a program to promote development and redevelopment of certain land within the City of Mounds View and in this connection is engaged in carrying out the Mounds View Economic Development Project (the "Development Project") within the City. (c) MoundsVista, Inc. (the "Developer"), has presented the EDA with a proposal for the completion of certain improvements within the Development Project, consisting generally of certain redevelopment activities and the construction of new hotel and banquet facilities, and a certain Development Assistance Agreement between the EDA and the Developer (the "Development Agreement") stating the terms and conditions thereof and the Authority's responsibilities respecting the assistance thereof has on the date hereof been presented to the Board for its consideration. (d) To provide financing for certain Development Costs, as defined in the Development Agreement, the EDA expects to issue its Taxable Tax Increment Revenue Bonds, Series 2001 (the "Bonds"). (e) The Bonds are to be issued pursuant to a certain Indenture of Trust (the "Indenture") between the EDA and U.S. Bank National Association, in Saint Paul, Minnesota, as "Trustee" thereunder. (f) The Developer has arranged for Miller Johnson Steichen Kinnard, Inc_, and/or other underwriters (the "Placement Agent"), to prepare and distribute a certain Private Placement Memorandum respecting the Bonds (the "Private Placement Memorandum") and arrange for the purchase of the Bonds from the EDA. 1280407v2 . . . (g) Each capitalized term which is used but not otherwise defined in this Resolution shall have the meaning given to that term in the Indenture. (h) The Board hereby tinds that the execution and delivery of the Indenture and the Development Agreement and the issuance of the Bonds are in furtherance of the Act. 2. Acceptance of Offer; Approval of Agreements. Subject to and contingent upon the Placement Agent's successful arrangement of the placement, sale and issuance of the Bonds, the Board hereby approves and authorizes the EDA's execution and delivery of and performance under the Indenture and the Development Agreement, such execution to be substantially in the forms of the same which have been presented to the EDA for the Board's consideration, but with such additions thereto or deletions therefrom as the officers of the EDA executing the same shall in their discretion deem appropriate or necessary, as evidenced by their execution thereof. As so executed and delivered, the Indenture is and shall be as much a part of this Resolution as though set forth herein. The principal amount of the Bonds shall not exceed $850,000, and the interest rate borne by the Bonds shall not exceed 7.75%. The proceeds of the Bonds shall be applied as provided in the Indenture and/or the certifications of the EDA. 3. Purpose. The Net Proceeds of the Bonds (as the term "Net Proceeds" is defined in the Indenture) shall provide funds to finance demonstrated and eligible Development Costs. 4. Delivery: Application of Proceeds. Contingent upon the execution and delivery of the Indenture and the Development Agreement, the Bonds are authorized to be executed by the EDA, authenticated by the Trustee pursuant to the Indenture and delivered to the original purchaser or purchasers thereof upon receipt of the total purchase price thereof. 5. Records and Certificates. Upon request, the officers of the EDA are hereby authorized to prepare and furnish to the Trustee, the Placement Agent, and to the attorneys approving the legality of the issuance of the Bonds certified copies of all proceedings and records of the EDA relating to the Bonds and such other information as may required to show facts as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certifications, including any heretofore furnished, shall be deemed representations of the EDA as to the facts recited therein. 6_ No Continuing Disclosure Undertaking. The Board hereby finds that the Bonds are exempt from continuing disclosure requirements of Rule 15c2-l2 of the Securities and Exchange Commission due to the fact that the Bonds are issued in denominations of$100,000 or more. Consequently, the EDA is not covenanting to provide and will not provide annual financial information, notices of certain material events or any other disclosure or information which would otherwise be required by that Rule. 7_ Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. 1280407v2 2 . . . 8. Relationship to Indenture. If any provision of this Resolution contradicts a provision of the Indenture, the latter shall apply and govern. 9. Headings. Headings in this Resolution are included for convenience of reference only and shall not limit or define the meaning of any provision hereof. Adopted on October 8,2001, by the Board ofeommissioners of the Mounds View Economic Development Authority. RiCh~Sident ATTEST: . ...... .' ~ J I ,;' '-- --' //1...Lt~ / cJ.~--f' Kathl en Miller, Executive Director The motion for the adoption of the foregoing resolution was made by Boardmember Quick and duly seconded by Boardmember Thomas and upon a vote being taken thereon, the following Boardmembers voted in favor thereof: Quick, Thomas, Stigney, Quick and Santerre. and the following Boardmembers voted against the same: None. Whereupon said resolution was declared duly passed and adopted. 1280407\-2 " -'