Res 1994 - 75 Providing for the Issuance & Sale of Refunding Revenue Bonds Pursuant to MN Statutes, Sections 469.152 to 469.1651, on Behalf of NW National Life Insurance CompanyRESOLUTION N0. 94-75
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF REFUNDING REVENUE BONDS PURSUANT TO
MINNESOTA STATUTES, SECTIONS 469.152 TO 469.1651,
ON BEHALF OF NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
BE IT RESOLVED by the City Council of the City of
Mendota Heights, Minnesota (the "City"), as follows:
1. Authoritv. The City is, by the Constitution and
laws of the State of Minnesota, including Minnesota Statutes,
Sections 469.152 to 469.1651, 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.
Northwestern National Life Insurance Company, a Minnesota stock
life insurance company (the "Borrower"), has proposed to this
Council that the City issue and sell�its $2,300,000 City of
Mendota Heights Industrial Development Refunding Revenue Bonds
(Dakota Business Plaza Project), Series 1994, 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 facility
in the City (the "Project"), owned by the Borrower. The Bonds
are to be issued for the specific authorized purpose of causing
to be refunded the City's outstanding Commercial Development
Revenue Refunding Bonds, Series 1987 (Dakota Business Plaza
Project), issued in the original aggregate principal amount of
$2,300,000 (the "Refunded Bonds"), and currently outstanding in
the aggregate principal amount of $2,300,000. 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
September 1, 1994, 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 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
September 1, 1994, 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) 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
(d) 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. Findinas. 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) 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.
(c) The execution, delivery and performance of the
City's obligations 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 instrument.
(d) 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.
(e) 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 for or cause to
be paid all costs of operation and maintenance of the Project
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Facilities, including adequate insurance, taxes and special
assessments.
(f) 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 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 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, and Bond Purchase Agreement,
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 evidenced 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 $2,300,000, 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; provided, however, that the interest rates to be borne by
the Bonds and the rights of optional and mandatory redemption
with respect thereto shall all be as set forth in the final form
of Indenture to be approved, executed and delivered by the '
officers of the City authorized to do so by the provisions of
this Resolution, which approval shall be conclusively evidenced
by such execution and delivery; and provided further that, in no
event, shall such rates of interest produce a net interest cost
(to and until the Mandatory Purchase Date, as further provided in
the Indenture) in excess of 6.50o per annum. The Underwriter has
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agreed pursuant to the provisions of the Bond Purchase Agreement,
and subject to the conditions therein set forth, 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 prepare 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 authentication, 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 regularity 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; 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 completeness 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 (or
any applicable predecessor Section of the Internal Revenue Code
of 1954, as amended prior to the enactment of the Tax Reform Act
of 1986), shall apply to the Bonds and the Project.
8. Certificates, etc. The Ma.yor, 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
certificates 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.
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