Res 1996 - 25 Resolution Approving the Issuance & Sale of a $565,000 Revenue Note (TUrners Gymnastics Center Project) Series 1996 & Authorizing the Execution of Documents Relating TheretoCOutiCtl Meritbet ` intraduced thc fol4owing resolution and
moveci its adoption.
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RESOLUTION APPROvYNG THE ISSUANCE AND SALE 4F A
$565,OOQ REYEN'UE NOTE
(TURNERS GXMNASTICS CEi�iTER PROJECT) SEItIES 1996,
QF TFIE CITY 4F 1ViENDOTA IiEIGHTS, MINNESOTA, A►ND
AUTIiORIZiNG THE EXECUTiQN UF DOCUMENTS RELATING THERETO
BE IT RESOLi�ED, by the City Councit {the "Cauncil") of the City uf Me�idota I Ieights,
Minnesota (the "Mwiicipatity"}, as follows:
,�ction j, It is hereby faunrl, determincd, and declarcd a� follaws:
A. Under Minnesota Statutes, Sections 469.152 ta 464.165, as amcnded (the
"Act"), the Muni�ipali�y is authorized and empowered to issue rcvenuc abligations to
finance at! or any gart vf a"projec�" as describcd in the Act.
B. �n Aptil 2, 1996, the Municigality called for a public liearin� regarding
the issuance of obiigations in a principat amdunt not to exceed $b04,040 with resgect to
the fmancing af the acquisitian of the gymnastics center facility iacatcd at 2504
Lexingtan Avenue South in the Mutzicipality (herein refezred to as the "Pr�j�ct") by Twin
City Turners Gymnastics Center, a Minnesota nonprafit cotporatic�n (t�te "Campany").
C. As xequired by SecdOn i47(f} of the Internal Revenuc Code of 1986, as
amended �the "Code"), the MunicipaIity on the date hereof has held a public hearing on
the issuance of a revenue note with respect to thc Project.
D. The issuance and sale of the �565,000 Reveiiue Not� (Turncrs Ca�ymt�stics
Center Prqject� Series 1996 (the "Note"}, by the Municipality, pursuant to thc Aat, is in
th.e best interest of the Municipality and the Municigality hereby deteimines to issue tho
Note and to sell the Note to the Lender as defined in tl�e hercinafter dcsoribed Loan
Agreement. The Municipality wif 1 loan pro�eeds c�f the Nate {the "Loa�Y") to the
Campany in arder tv .finatzee tha Praject.
E. Pursuant to a Laan Agrt;ement {the "Laan AgreemeY�t"} to be entered inta
between tt�e Municipality and the Campany, the Company agrces t� rcpay the La�n in
specified amounts and at specifed times sufficient tc� gay ii� fl�11 whcn due ihe principal
of, premium, if any, and interest on the Note. In �ciciition, the Loan Agreement oontains
provisions relating to the payment by the Comgany of certain adini��istrativc artd legal
costs of the Municipality, the maintenance and operation af the Projer.t, ind�mnification,
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insurance, and other agreements and covenants which are required or permitted by the
Act and which the Municipality and the Company deem necessary or desirable for the
Project and the security for the Note. A draft of the Loan Agreement has been submitted
to the Council.
F. Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered
into between the Municipality and the Cherokee State Bank (the "Lender"), the
Municipality pledges and grants a security interest in all of its rights, title, and interest in
the Loan Agreement (except for certain rights for reimbursement of certain costs and
expenses and for indemnification) to the Lender. A draft of the Pledge Agreement has
been submitted to the Council.
G. The Note will be a special limited obligation of the Municipality. The
Note shall not be payable from or charged upon any funds other than the revenues
pledged to the payment thereof, nor shall the Municipality be subject to any liability
thereon. No holder of the Note shall ever have the right to compel any exercise of the
taxing power of the Municipality to pay the Note or the interest thereon, nor to enforce
payment thereof against the property of the Municipality. The Note shall not constitute a
debt of the Municipality within the meaning of any constitutional or statutory limitation.
S io In order to provide for the financing of the Project, the Municipality hereby
authorizes the issuance of the Note. The Note shall be in substantially the form submitted to the
Council on the date hereof, and shall mature in the years and amounts, be subject to redemption,
and provide interest at the rate(s) as therein specified, as such may be modified by agreement of
the Lender, the Company and the Municipality.
Section 3• The Loan Agreement, the Pledge Agreement and the Note are hereby made a
part of this Resolution as fully as though set forth herein and are hereby approved in substantially
the forms presented to the Council. The Mayor and the City Clerk are hereby authorized and
directed to execute, acknowledge, and deliver said documents on behalf of the Municipality with
such changes, insertions, and omissions therein as the City Attorney may hereafter deem
appropriate, such execution to be conclusive evidence of approval of such documents in
accordance with the terms hereof.
Section 4. The Mayor and the City Clerk are hereby authorized and directed to execute
and deliver all other documents which may be required under the terms of the Loan Agreement
or Pledge Agreement, or by bond counsel, and to take such other actions as may be required or
deemed appropriate for the performance of the duties imposed thereby to carry out the purposes
thereof.
Section 5. In order�to qualify the Note as a"qualified t�-exempt obligation" within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"),
the Municipality hereby makes the following representations:
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A. The Municipality hereby designates the Note as a"qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the Code;
B. The reasonably anticipated amount of tax-exempt obligations (other than
obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be
issued by the Municipality (and all subordinate entities whose obligations will be
aggregated with those of the Municipality) during this calendar yeaz 1996 will not exceed
$10,000,000; and
C. Not more than $10,000,000 of tax-exempt obligations issued by the
Municipality during this calendar year 1996 have been designated as qualified tax-exempt
obligations for purposes of Section 265(b)(3) of the Code.
Section 6. This Resolution shall take �ffect immediately upon its adoption.
Approved: May 7, 1996
ATTEST: � A� �'�;��,r-:�-�e�
City Clerk
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�--� � ���-�
Mayor
The motion for adoption of the foregoing Resolution was duly seconded by Council Member
and, upon vote taken thereon, the following voted in favor thereof:
and the following voted against the same:
and the following were absent:
whereupon, the Resolution was declared passed and adopted and was approved and signed by the
Mayor and attested by the City Clerk.
CERTIFICATION
I hereby certify the foregoing is an exact copy of "Resolution Approving the Issuance and Sale of
a$565,000 Revenue Note (Turners Gymnastics Center Project) Series 1996, of the City of
Mendota Heights, Minnesota, and Authorizing the Execution of Documents Relating Thereto,"
adopted by the Mendota Heights City Council on May 7, 1996.
GP28Q014 vl
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City Clerk
( SEAL )