HomeMy WebLinkAboutResolution No. 2001-098 Authorizing Execution of Ground Lease/Police &City hallRESOLUTION NO. 2001-98
City of rdina
RESOLUTION AUTHORIZING
TF
E EXUCUTION OF
OUND
LEASE AND A LEASE AGR
E
ENT PROVIDING
O THE
RENOVATION AND REMODELING
OF AjCITY HALLA
1J PUBLIC
SAFETY FACILI AND THE L
EASE
THEREOF BY TH
CITY, AND
APPROVING THE FORM OF A
RE
OLUITION ANDA
SI C FFICIAL
STArENIENT
WHEREAS, the City of Edina (the "City")
desires to provid
a�4 quate facilities for
maintenance and public safety; and,
WHEREAS, pursuant to Minnesota
Sta
tes, sections 465.71
an 471.64, the City is
authorized to enter into leas s of real pror
erty,
with an option to purase,
provided that
the City retains the right to c ncel said lea
e -p
rchase contract at the
e d of any fiscal year
during its term; and,
WHEREAS, pursuant to said statut
ry
authotity, the City prof
ses to enter into a
Lease Agreement, dated as of January 1, 20
2 (t
he "Lease"), with the
Ci of Edina Housing
and Redevelopment Authority (the "Authority'),
as lessor, and the
City, as lessee, pursuant
to which the Authority will acquire, renovate,
r
model and furnish it
C Hall and a Public
Safety Facility (the "Facilities"), and the
ity
ill lease the Facilites
o m the Authority;
and,
WHEREAS, the Authority (a) authorized
the gale of its $12,410,
0.00 Public Project
Revenue Bonds, Series 2002 (City of Edina
Annual
Appropriation
Le e Obligations) (the
"Bonds"), to finance the cost of acquir'
g, remodeling,
renovating
nd furnishing the
Facilities pursuant to action of the Board o
Co
misgioners of the Auftrity
on November
20, 2001 and (b) proposes t adopt a finai
re
olutim awarding the
s e of the Bonds on
December 18, 2001 (the "Bond Resolution);
WHEREAS, a form of the Lease and
the
Bond' Resolution haNe
been submitted to and
reviewed by this Council, along with the form of
a proposed
Ground Lease
to dated as of January
1, 2002 (the "Ground Lease"), etween the City,
as
lessor, and the Autho
ty, s lessee, pursuant to
which the City will ground lease to the Authori
y the
real state upon whic
n th Facilities are located
(as permitted by Minnesota Stat tes, Section 465.03.5).
NOW, THEREFORE,E IT RESOLVED
y the (City Council of
the ity of Edina that the
City hereby approves the form f the Lease an
Gr
and Luse and the M
yor d City Manager are
authorized and directed to exec te, attest and
eliver
the ease and Ground
ase on behalf of the
City. All of the provisions f the Lease a
d
ound Lease, when exec
d and delivered as
authorized herein, shall be dee ed to be a part
of this
resolution as fully arid
t the same extent as if
incorporated verbatim herein aid shall be in
ull 16rce
aid effect from
he ite of execution and
delivery thereof. The Lease and Ground Lease
sh
11 be substantially in 1he
mi submitted to this
Council with such necessary and appropriate
variations,
'omissions and [rise
ons as permitted or
required, or as the Mayor, in hi discretion, shall
determine,
and the execution
hereof by the Mayor
shall be conclusive evidence of such determination.
BE IT FURTHER RESOLVED that
the
City Council hereby appro,7es
the form of the
Official Statement, relating to the Bonds (the
fficial Statement"), a
1
drof which has been
11
City Hall
1
(952) 927-8861
4801 WEST 50TH STREET
FAX (952) 826-0390
EDINA, MINNESOTA 55424-1394
TDD (952) 826-0379
• submitted to and received by thi' Council, and hereby
ratifies
and confirms
its
We and distribution to
potential purchasers of the Bonds.
BE IT FURTHER RESOLVED that
the
City hereby
approves
the
terms of the Bond
Resolution and the sale of the Bonds pursuant
thereto,
and
approves the terms
of the Bonds as set
forth in said Bond Resolution a the Indenture
as
fined
in the Bond Resoluli
n).
BE IT FURTHER RESOLVED AS FO
LO
S:
Continuing Disclosure:
(a) Pu ose and Beneficiaries. To provide
or the
public availability
c If certain information
relating to the Bonds and the security therefor
and
to permit
the Purchaser
ar
other participating
underwriters in the primary offering of the B
nds
to comply
with ame
dm
is to Rule 15c2-12
promulgated by the SEC under the Securities
Excange
Act of 1934 (1
C
.R. § 240.15c2-12),
relating to continuing disclosure (as in effect and
int:rprete4
from time to time,
I he Rule), which will
enhance the marketability of he Bonds, the
Citi
hereby
makes the
'olld
Ing covenants and
agreements for the benefit of the Owners (s
h
reins
er defined) from
me to time of the
Outstanding Bonds. The City is the only obligaled
pe
son in respect
Df
fie Bonds within the
meaning of the Rule for purposes of identifying
the
entitie,
in respect of which
ontinuing disclosure
must be made. The City has omplied in all
ma
erial
espects with any
uertaking
previously
entered into by it under the Rule. If the City fails
t
comp
y with any pro
'sio
' of this section, any
person aggrieved thereby, including the Owners
of a
y Out
tanding Bonds,
ma
ake whatever action
at law or in equity may appear necessary ora
pro
ate t
enforce perfo
a
and observance of
any agreement or covenant con ined in this se
do
inclu
ing an action
r a
rit of mandamus or
specific performance. Direct, indirect, consequ
nti
and
punitive darnage3
sbq.l
not be recoverable
for any default hereunder to the extent permitted
b
law.
Notwithstanding
an
hing to the contrary
contained herein, in no event shall a default under
th
s sect'
n constitute a defat
t under the Bonds or
under any other provision of this resolution. As
used
in th'
s section, Owner
or
ondowner means, in
respect of a Bond, the registered owner or owners
tl
ereof
appeaning in the
bo
register maintained
by the Registrar or any Beneficial Owner (as herein
after c
efined) thereof,
if s
h Beneficial Owner
provides to the Registrar evidence of such be
efic'
1 o
iership in form
and
bstance reasonably
satisfactory to the Registrar. A s used herein,
Beneficial
Dwner means, in
r
ect of a Bond, any
person or entity which (i) has tie power, direct
y or
indire
tly, to vote or
ons
t with respect to, or
to dispose of ownership of, uch Bond (including
persons
or entities
ho
ing Bonds through
nominees, depositories or other intermediaries),
or (
) is tr
ated as the owner
of
the Bond for federal
income tax purposes.
(b) Information To Be Disclosed.
The
City
will provide, in
the
manner set forth in
subsection (c) hereof, either directly or indir
ctly
through
an agent de&gnaled
by the City, the
following information at the following times:
(1) on or before 36 5 days after the
end
f each
fiscal year of the
, commencing with
the fiscal year ending December
31
2001
the following
finap
nal information and
operating data in respect of the
ity
he Disclosure
Information)
(A) The audited financial statements
o
the City for s
h fWal
year, containing
balance sheets as of the
nd of
suct
fiscal year and
a st
ement of operations,
changes in fund balances
a
d ca
h flows for the
fisf
al year then ended,
showing in comparative
fo
such
figures for the prece
t Ing fiscal year of the
City, prepared in accordance
with I
generally accepted
counting principles
promulgated by the Fi
anci
il AcdOunting
Standards
I and as modified in
accordance with the govern
ental laccounting
standard:
promulgated by the
Governmental Accounting
S
andar
Is Board or as
otht
r wise provided under
Minnesota law, as in effect
lorn t
me to time, or,
if E
I d to the extent such
financial statements have
iot been
prepared i
a
ordance with such
generallyaccepted acco
nti
g prir�ciples
for reaso
s
and the reasonable
control f the City, noting
t
discrepancies
therefr
m
d the effect thereof,
2
and certil ied as to accur cy
a nd cot npleteness in al
m�tl
-rial respects by the
fiscal of cer of the City; and
(B) To the e tent not includ d in
the financial statement
re
rred to in paragraph
(A) here f, the informati n fc
r such fiscal year or fa
th
eriod most recently
available of the type c ntai
ed in the Official State
ent under headings:
Current roperty Valua ions
Larger Taxpayers,
ire
Debt, Overlapping
Debt, D bt Rations, Ta Levies
a d Collections,
et
ax Capacity Rates,
Populatin Trend and E plo
en nemployment.
Notwithstanding the forego g paragrap , if
the audited financ
al
tements are not
available by the date specifi d, the City s all
rovi a on or befor
s
h date unaudited
financial statements in the f rmat require for
the a dited financial
s
ements as part of
the Disclosure Information d, within 1 days
of r the receipt
th
of, the City shall
provide the audited financia statements. y
r all f the Disclosure
ormation may be
incorporated by reference, it is updat a
req ired hereby,
o
other documents,
including official statemen , which hav b
n s miffed to each
f the repositories
hereinafter referred to underi subsection (c or
the SE.C. If the doc
am
t incorporated by
reference is a final official s tement, it ust
be available from the
unicipal Securities
Rulemaking Board. The City shall clear y i
en ' in the Discl
su
Information each
document so incorporated b reference. If any
part of the Disclos
are
riformation can no
longer be generated becausethe operatio o
the ity have mat
ria
changed or been
discontinued, such Disclosue Information need
no longer be provide
f the City includes
in the Disclosure Informatin a stateme t to
suck effect; provi
e
�', however, if such
operations have been repla ed by other City
operations in respect
which data is not
included in the Disclosure I ormation and th
City determines th
#t c
i tain specified data
regarding such replacement perations would
be a Material Fact (s
ed in paragraph
(2) hereof), then, from and after such d to
ina ' n, the Discl
s
Information shall
include such additional sp cified data eg
ding the replacement
perations. If the
Disclosure Information is hanged or is
ectio is amended
as
permitted by this
paragraph (b)(1) or subsec 'on (d), then the
City shall include
in
e next Disclosure
Information to be delivere hereunder, o
e ex nt necessary,
xplanation of the
reasons for the amendment nd the effect fan
cha ge in the type
of
ancial information
or operating data provided.
(2) In a timely man er, notice of th oc
urren� of any of the
llo
ing events which is a
Material Fact (a hereinafter de ned
(A) Princip and interest p yme
t deli quencies;
(B) Non -pa ent related d faul
;
(C) Unsche uled draws on ebt
ervic reserves reflect
ng
ancial
difficul ies;
(D) Unsche uled draws on redi
enhancements reflecting
ancial difficulties;
(E) Substit ion of credit or liqu
dity p oviders, or theirfai
e to perform;
(F) Advers tax opinions o eve
is aff cting the tax -ex
status of the security;
(G) Modific tions to rights f se
urity I iolders;
(H) Bond c lls;
(1) Defeas ces;
(J) Release substitution, o sal
of prgperty securing r
pa
nent of the securities;
and
(K) Rating hanges.
3
As used herein, a Material F
ct is a fact a;
reasonably prudent investor
would attach
sell a Bond or, if not disclosed,
would sig
available to an investor fronk
the Official
information generally availa
le to the pub
Material Fact is also an event
that would b(
holding or sale of a Bond
within the me
interpreted at the time of discovery
of the of
(3) In a timely manner,
notice of
conditions:
the Rule (the S1
(A) the failure
of the City t(
paragraph
(b)(1) at the ti
(B) the amendment
or suppl
together
ith a copy of
provided
by the City and
(C) the termination
of the o
subsection
(d);
(D) any chainge
in the aco
statemen
s constituting a
and
if such information
(E) any change
in the fiscal,
(c)
Manner of Disclosu
e. The City al
subsection (b) to the following
entities by tel
appropriate:
(1)
the information described
in pai
recognized muni
ipal securities
state information
depository thea
contemplated by
the Rule (the S1
(2)
the information
described in
Municipal Securi
ies Rulemakin;
(3)
the information described
in suit
rating of the Bon
Is at the reques
to any Bondow
er who requi
transmission under
paragraphs (:
if such information
is transmitte
information is to
be released.
(d)
Term; Amendments;
Interpretation.
(1)
The covenants o
the City in thi
are Outstanding.
Notwithstandi
of the City under
this section A
date on which the
City delivers
effect that, because
of legislativ
proceedings, the
failure of the (
will not cause pa.icipating
unde
violation of the Rule
or other ap
of 1934, as amended,
or any
thereof
(2)
This section (an
the form and
amended or supplemented
by th(
to which a substantial
nportance thereto in d(
dficantly alter the total
tat ment information (
c. Notw thstanding th(
de med inaterial for pu
ning of applicable fed(
:ur ence of the event.
he Dccurrence of any of
of
Disclosure
thereunder;
this section
hent or supp
i (d)(2);
the City un
ion ofIthe Disclosure i
f the City.
to make available the
ovelnight delivery,
(1)
(b
Ci
org2) of
wi a su
0
)f subsection (b ,
i repository unde
or operated by th,
)ry), if any;
(2) and (3) o
to the State De a
to any rating a ie
and, at the exp n
.ing such info
his subsection (),
isequent time o ri
sn ll remain in et
receding sentence,
nae and be withoi
:eg strar an opinioi
or final judicial or
om ly with the re(
in I he primary offe
req irements of th(
or laws successor
-men#s of the Disclo
from Itime to time, w
)od exists that a
to buy, hold or
talion otherwise
!d hereunder or
Ding sentence, a
of the purchase,
:urities laws, as
events or
ion required under
to subsection (d),
d any explanation
section pursuant to
the financial
are prepared;
nation described in
or other means, as
h then nationally
Rule and to any
of Minnesota as
ection (b), to the
y, if any; and
then maintaining a
f such Bondowner,
1, at the time of
he case may be, or,
;e, at the time such
long as any Bonds
,er, the obligations
.er effect as of any
)nd Counsel to the
istrative actions or
;nts of this section
the Bonds to be in
ities Exchange Act
;to or amendatory
iformation) may be
notice to (except as
' provided in para;
resolution of thi
accompanied by
City and others
effect that: (i) s
change in circun
the identity, nate
City, or (b) is re(
of the Rule; (ii)
with the require
offering of the B
clause (i)(a) and
amendment or si
such amendmen
Bondowners and
If the
iph (c)(3) her of)
Council filed in
n opinion of Bon
id the opinion ma
;h amendment or
ances that ari
or status of
ired by, or be
its section as
ents of parag
ids, giving of
suming that 1
plement was
or supplemei
the Rule.
with the
the onsent of the O
e office of the recoi
Counsel, who may r
be subject to custom
uppl ent (a) is ma
m a change in law or
ty or the type of ope
mplics with, the prov
ended or supplement
b)(5) of the Rule at
any change in circur
e as in effect and int(
�t ate time of the 1
s no materially im]
is I so ai nended, the
reasons for the mendment an t
financial informa ion or operating d
(3) This section is entered into to coinp
Rule and should be construed so as
the Rule.
BE IT FINALLY RESO VED that this re
after its passage and that a certifi d copy hereof e
Passed and adopted this 18'h day of December, �2C
ATTEST:
City Clerk
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
)SS
I, the undersigned duly appoin d and acting City
that the attached and foregoing Resolution was d
Regular Meeting of December 18, 2001, and as rec
WITNESS my hand and seal of
said City this
5
ness of such amends
effec , if any, of t
i bein provided here
with the continuing c
satisf y the requirem
ution hall be in full
wided to the Authori
r the City of
,ted by the E
the Minutes c
of any Bonds, by a
officer of the City
i certificates of the
ualifications, to the
connection with a
ation or a change in
is conducted by the
of paragraph (b)(5)
)uld have complied
ime of the primary
es applicable under
A at the time of the
y offering; and (iii)
he interests of the
,Tees to provide,
explanation of the
ge in the type of
re provisions of the
paragraph (b)(5) of
end effect from and
do hereby certify
ity Council at its
Regular Meeting.
,20
City Clerk