Res 1985 - 99 Authorizing a Project Under the MN Municipal Industrial Development Act & the Issuance of Commercial Development Revenue Bonds to Finance the Project (Centre Pointe One Associates Project)521D RESOLUTION NO. 85-99 12/11/85
RESOLUTION AUTHORIZING A PROJECT UNDER
THE MINNESOTA MUNICIPAL INDUSTRIAL
DEVELOPMENT ACT AND THE ISSUANCE OF
COMMERCIAL DEVELOPMENT REVENUE BONDS
TO FINANCE THE PROJECT
(CENTRE POINTE ONE ASSOCIATES PROJECT)
BE IT RESOLVED by the Council of the City of Mendota
Heights, Minnesota, as follows:
1. The Council has received a proposal from Centre
Pointe One Associates, a Minnesota general partnership (the
"Company") that the City undertake to partially finance a
certain Project as herein described, pursuant to the Minnesota
Municipal Commercial Development Act, Chapter 474, Minnesota
Statutes (the "Act") , through issuance by the City of its
$3,500,000 Commercial Development Revenue Bonds, Series 1985
(Centre Pointe One Associates Project) (the "Bonds"), and in
accordance with a Bond Purchase Agreement (the "Purchase
Agreement") between the City, the Company and Miller Securities
Incorporated (the "Bond Purchaser").
2. The Company desires to acquire certain real
estate and construct thereon a building containing
approximately 45,000 square feet and related improvements and
equipment suitable for use an office facility (hereinafter
collectively referred to as the "Project") . The Project as
described above will provide employment to additional persons
and will otherwise further the policies and purposes of the
Act.
3. It is proposed that, pursuant to a Loan Agreement
dated as of December 1, 1985 between the City, as lender, and
the Company, as borrower (the "Loan Agreement"), the City loan
the proceeds of the Bonds to the Company to partially finance
the cost' of the Project. The basic payments to be made by the
Company under the Loan Agreement are fixed so as to produce
revenue sufficient to pay the principal of, premium, if any,
and interest on the Bonds when due. It is further proposed
that the City assign its rights to the basic payments and cer-
tain other rights under the Loan Agreement to Marquette Bank
Minneapolis, N.A., in Minneapolis, Minnesota (the "Trustee") as
security for payment of the Bonds under an Indenture of Trust
dated as of December 1, 1985 (the "Indenture") and that the
Company grant a mortgage and security interest in the Project
to the Trustee pursuant to a Mortgage and Security Agreement
dated as of December 1, 1985 (the "Mortgage") and to further
secure the payment of the Bonds and the interest thereon, enter
into an Assignment of Leases and Rents dated as of December 1,
1985 in favor of the Trustee (the "Assignment of Leases and
Rents") . Payment of the Bonds and interest thereon is also
secured by a Guaranty dated as of December 1, 1985 in favor of
the Trustee given by O. Larry Lee, Marlene Testa Lee, Hammon T.
Becken, Katherine C. Becken and Michael C. Gresser, (the
"Guaranty"). Disbursement of the proceeds of the Bonds will
also be governed by a Disbursing Agreement among the Trustee,
the Company and Title Services, Inc. (the "Disbursing
Agreement").
4. By action previously taken this Council gave
preliminary approval to the Company's original proposal, known
as Alpha Environments, to develop land at the same location as
the Project. The Company has since determined to reduce the
scope of its original proposal and a new public hearing was
held on the date hereof on the Company's revised Project. The
Minnesota Department of Energy and Economic Development gave
approval to the original Project intending to further the
purposes and policies of the Act and the Department has been
notified of the reduced scope of the Project.
5. Pursuant to the preliminary approval of the
Council, forms of the following documents have been submitted
to the Council for approval:
(a) The Loan Agreement.
(b) The Indenture.,
(c) The Mortgage (not executed by the City).
(d) The Assignment of Leases and Rents (not
executed by the City).
(e) The Guaranty (not executed by the City) .
(f)
The Purchase Agreement.
(g) An Official Statement prepared by the
Bond Purchaser (not executed by the City)!
(h) The Disbursing Agreement (not executed by the
City) .
6. It is hereby found, determined and declared that:
(a) the Project described in the Loan
Agreement and Indenture referred to above
constitutes a Project authorized by the Act;
(b) the purpose of the Project is and the
effect thereof will be to promote the public
welfare by the acquisition, construction and
equipping of facilities for use as an office
building;
(c) the Project is to be located within the
City limits, at a site which is easily accessible
to employees residing within the City and the
surrounding communities;
(d) the acquisition, construction and
installation of the Project, the issuance and sale
of the Bonds, the execution and delivery by the
City of the Loan Agreement and the Indenture, and
the performance of all covenants and agreements of
the City contained in the Loan Agreement, and
Indenture and of all other acts and things
required under the constitution and laws of the
State of Minnesota to make the Loan Agreement,
Indenture and Bonds valid and binding obligations
of the City in accordance with their terms, are
authorized by the Act;
(e) it is desirable that the Company be
authorized, in accordance with the provisions of
Section 474.03 of the Act and subject to the terms
and conditions set forth in the Loan Agreement,
which terms and conditions the City determines to
be necessary, desirable and proper, to complete
the acquisition and installation of the Project by
such means as shall be available to the Company
and in the manner determined by the Company, and
with or without advertisement for bids as required
for the acquisition and installation of municipal
facilities;
(f) it is desirable that the Bonds be issued
by the City upon the terms set forth in the
Indenture;
(g) the basic payments under the Loan
Agreement are fixed to produce revenue sufficient
to provide for the prompt payment of principal of,
premium, if any, and interest on the Bonds issued
under the Indenture when due, and the Loan
Agreement, Mortgage and Indenture also provide
that the Company is required to pay all expenses
of the operation and maintenance of the Project,
including, but without limitation, adequate
insurance thereon and insurance against all
liability for injury to persons or property
arising from the operation thereof, and all taxes
and special assessments levied upon or with
respect to the Project Premises and payable during
the term of the Mortgage, Loan Agreement and
Indenture;
(h) under the provisions of Minnesota
Statutes, Section 474.10, and as provided in the
Loan Agreement and Indenture, the Bonds are not to
be payable from or charged upon any funds other
than the revenue pledged to the payment thereof;
the City is not subject to any liability thereon;
no holder of any Bonds shall ever have the right
to compel any exercise by the City of its taxing
powers to pay any of the Bonds or the interest or
premium thereon, or to enforce payment thereof
against any property of the City except the
interests of the City in the Loan Agreement which
have been assigned to the Trustee under the
Indenture; the Bonds shall not constitute a
charge, lien or encumbrance, legal or equitable
upon any property of the City except the interests
of the City in the Loan Agreement which have been
assigned to the Trustee under the Indenture; the
Bonds shall recite that the Bonds are issued
without moral obligation -on the part of the state
or its political subdivisions, and that the Bonds,
including interest thereon, are payable solely
from the revenues pledged to the payment thereof;
and, the Bonds shall not constitute a debt of the
City within the meaning of any constitutional or
statutory limitation.
7. Subject to the approval of the City Attorney, the
forms of the Loan Agreement, the Purchase Agreement and
Indenture and exhibits thereto and all other documents
described• in paragraph 4 hereof are approved substantially in
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the form submitted. The Loan Agreement, Indenture and Purchase
Agreement, in substantially the forms submitted, are directed
to be executed in the name and on behalf of the City by the
Mayor and the City Clerk. Copies of all of the documents
necessary to the transaction herein described shall be
delivered, filed and recorded as 'provided herein and in the
Loan Agreement and Indenture.
8'. The City has not prepared nor made any
independent investigation of the information contained in the
Official Statement and the City takes no responsibility for
such information.
9. The City shall proceed forthwith to issue its
Bonds, in the form and upon the terms set forth in the
Indenture. The offer of the Bond Purchaser to purchase the
Bonds for $3,500,000 plus accrued interest to the date of
delivery at the interest rate or rates specified in the
Indenture is hereby accepted. The Mayor and City Clerk are
authorized and directed to prepare and execute the Bonds as
prescribed in the Indenture and to deliver them to the Trustee
for authentication and delivery to the Bond Purchaser.
10. The Mayor and City Clerk and other officers of
the City are authorized and directed to prepare and furnish to
the Bond Purchaser 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 relating to the legality of the Bonds as such facts
appear frau 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.
11. The approval hereby given to the various
documents referred to above includes approval of such
additional details therein as may be necessary and appropriate
and such modifications thereof, deletions therefrom and
additions thereto as may be necessary and appropriate and
approved by the City Attorney prior to the execution of the
documents. The execution of any instrument by the appropriate
officer or officers of the City herein authorized shall be
conclusive evidence of the approval of such documents in
accordance with the terms hereof. In the absence of the Mayor
or Clerk, any of the documents authorized by this resolution to
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be executed may be executed by the Acting Mayor or the City
Clerk, respectively.
Attest
(SEAL)
Passed: December 17, 1985
Rerg-utt7z,„,e„,,,„,e,
Mayor
ty Clerk