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Res 1983 - 50 Extract of Minutes of Meeting of the City Council of MH (5/17/1983)Extract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota RESOLUTION NO. 83-50 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at the City in said City on Tuesday, the 17th day of May, 1983, at R.nn o'clock P.M. The following members were present: Lockwood, Hartmann, Losleben &'Witt and the following were absent: Mertensotto Member Witt introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT The motion for the adoption of the foregoing resolution was duly seconded by member Hartmann , and upon vote being taken thereon the following voted in favor thereof: Lockwood, Hartmann, Losleben, Witt and the following voted against the same: none whereupon said resolution was declared duly passed and adopted. RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT (PILOT KNOB PARTNERS PROJECT) BE IT RESOLVED by the Council of the City of Mendota Heights, Minnesota, as follows: 1. The Council has received a proposal from Pilot Knob Partners, a Minnesota partnership (the "Company") that the City undertake to partially finance a certain Project as herein described, pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes (the "Act"), through issuance by the City of its $2,500,000 Commercial Development Revenue Bonds, Series 1983 (Pilot Knob Partners Project) (the "Bonds"), and in accordance with a Bond Purchase Agreement (the "Purchase Agreement") between the City, the Company and Juran & Moody, Inc. (the "Bond Purchaser"). 2. Based upon information received from the Company (a) the Company desires to acquire certain real estate and construct thereon a 64,250 square foot building and related improvements and equipment suitable for use as an office/service facility (hereinafter referred to as the "Project") and (b) the Project as described above will provide employment to additional persons and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by this Council on April 5, 1983 with respect to the Project are hereby ratified, affirmed and approved. 3. It is proposed that, pursuant to a Loan Agreement dated May 1, 1983 between the City and the Company (the "Loan Agreement"), the City loan the proceeds of the Bonds to the Company to finance the cost of the Project. The basic payments to be made by the Company under the Loan Agreement will be 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 certain other rights under the Loan Agreement to American National Bank and Trust Company, in Saint Paul, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated May 1, 1983 (the "Indenture") and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to a Statutory Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated May 1, 1983 (the "Mortgage") and to further secure the payment of the Bonds and the interest thereon, enter into an Assignment of Leases and Rents dated May 1, 1983 (the "Assignment of Leases and Rents"). In addition, Austin Chapman, Ivan S. Kerr, Joseph Shaw, Stanford Baratz, Ralph Linvill and Michael Valentine will execute a Guaranty dated as of May 1, 1983 in favor of the Trustee (the "Guaranty"). To further secure payment of the Bonds and up to 285 days' interest thereon, First Southdale National Bank of Edina, in Edina, Minnesota (the "Bank") will issue its Irrevocable Letter of Credit dated as of May 1, 1983 (the "Letter of Credit") and the Company and the Bank will enter into a Letter of Credit Reimbursement Agreement dated as of May 1, 1983 (the "Reimbursement Agreement"). 4. This Council by action taken on April 5, 1983 gave preliminary approval to the proposal and on or about April 13, 1983 the Commissioner of Energy, Planning and Development of the State of Minnesota gave approval to 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 Letter of Credit (not executed by the City). (g) The Reimbursement Agreement (not executed by the City). (h) The Purchase Agreement. (i) The Preliminary Official Statement dated April 29, 1983. 6. Based upon information received from the Company, 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 a facility for use as an office/service facility; (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 to complete the acquisition and installation of the Project 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 and at the rates set forth in the Indenture; (g) the basic payments under the Loan Agreement will be 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 will 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 the Indenture are approved substantially in the form submitted and 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 Preliminary Official Statement other than the section therein captioned "Issuer," and the City takes no responsibility for such information. 9. At the request of the Company and on the advice of the Financial Advisor to the City and the City Attorney, the provisions of the City'sGuidelines for the Issuance of Tax Exempt Industrial Development Financing requiring a performance bond and a surety bond are hereby waived for this Project. 10. 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 $2,451,250 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. 11. 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 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. 12. 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 be executed may be executed by the Acting Mayor or the City Clerk, respectively. Attest (sEAL) Passed: May 17, 1983 Mayor