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