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Res 1983 - 44 Extract of Minutes of Meeting of the City Council of MH (5/3/1983)c I7 RESOLUTION NO. 83-44. Extract of Minutes of a Meeting of the City Council of the City of Mendota Heights, Minnesota 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 Hall in said City, located at 750 South Plaza Drive, on Tuesday, the 3rd day of May, 1983, at 7:30 o'clock P.M. The following members were present: Losleben, Mertensotto, Hartmann and Witt and the following were absent: Lockwood Member Hartmann introduced the following resolu- tion 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 resolu- tion was duly seconded by member Witt , and upon vote being taken thereon the following voted in favor thereof: and the following voted against the same: None All Yea 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 BE IT RESOLVED by the Council of the City of Mendota Heights, Minnesota, as follows: 1. The Council has received a proposal from The Northland Company (the "Company"), that the City undertake to partially finance a certain Project as herein described, pursu- ant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes (the "Act"), through the issu- ance by the City of its $2,000,000 Commercial Development Revenue Bonds (Mendota Heights Business Center Project) (the "Bonds"), and in accordance with a Bond Purchase Agreement (the "Bond Purchase Agreement") between the City, the Company and Juran & Moody, Inc. (the "Bond Purchaser"). The Bond Purchaser will offer the Bonds pursuant to a Preliminary Official State- ment dated May 3, 1983 (the "Preliminary Official Statement") and a Final Official Statement to be prepared prior to the closing of the purchase of the Bonds (the "Final Official Statement"). 2. The Company desires, alone or in conjunction with others, to acquire certain real estate and construct thereon three office/warehouse buildings and related improvements and equipment suitable for use as commercial business offices (hereinafter referred to as the "Project"). The Project will be constructed in phases, and the Bonds will finance for the Company alone the first of the three buildings; the financing for the last two buildings is projected to be required on or about August 1, 1984, and may be provided to the Company alone or in conjunction with others in a partnership or other developmental entity to be formed. The Project as described above will provide employment to approximately 225 additional persons (of which 100 persons will be attributable to the first building of the Project) and will otherwise further the policies and purposes of the Act, and the findings made in the preliminary resolutions adopted by this Council on March 1, 1983, and 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 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 first building 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 -2- 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 the First Trust Company of Saint Paul, in St. 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"). It is further proposed that The First National Bank of Saint Paul, in St. Paul, Minnesota, issue its irrevocable Letter of Credit dated as of May 1, 1983 (the "Letter of Credit"), in favor of the Trustee to secure the payment or purchase of the principal of the Bonds and up to two hundred eighty-five (285) days' interest thereon. 3. This Council by actions taken on March 1, 1983, and April 5, 1983, gave preliminary approval to the proposal and on or about April 21, 1983, the Commissioner of Energy, Planning and Development of the State of Minnesota gave approval to the Project. 4. 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; (d) The Bond Purchase Agreement; (e) The Letter of Credit; and (f) The Preliminary Official Statement. 5. It is hereby found, determined and declared that: (a) the Project described in the Loan Agreement and Indenture (being the first building of the Pro- ject as described above) constitutes a "project" authorized by the Act; (b) the purpose of the Project and said first building is and the effect thereof will be to promote the public welfare by the acquisition, construction and equipping of facilities for use as commercial office/warehouse buildings; -3- (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 surround- ing communities; (d) the acquisition, construction and installa- tion of the Project described in the Loan Agreement and Indenture, the issuance and sale of the Bonds, the execution and delivery by the City of the Loan Agreement, the Bond Purchase Agreement and the Indenture, and the performance of (i) all covenants and agreements of the City contained in the Loan Agreement, Bond Purchase Agreement and Indenture and of (ii) all other acts and things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Bond Purchase Agreement, Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are author- ized by the Act; (e) it is desirable that the Company be author- ized, in accordance with the provisions of Section 474.03 of the Act and subject to the terms and condi- tions 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 (as such term is defined in the Indenture) and payable during the term of the Mortgage, Loan Agreement and Indenture; and (h) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Loan Agreement -4- 4w 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 obliga- tion on the part of the state or its political sub- divisions, 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. 6. Subject to the approval of the City Attorney, the forms of the Loan Agreement, Bond Purchase Agreement and Indenture and exhibits thereto and all other documents describ- ed in paragraph 4 hereof are approved substantially in the form submitted except as otherwise provided in paragraph 7 hereof. The Loan Agreement and Indenture, each in substantially the form submitted, are directed to be executed in the name and on behalf of the City by the Mayor and the City Clerk. The Bond Purchase Agreement and any other documents and certificates necessaryto the transaction described above shall be executed by the appropriate City officers. 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. 7. The City hereby finds that the information in the section of the Preliminary Official Statement captioned "The Issuer" does not contain any untrue statement of a material fact or omit to state any fact which is necessary to make the statements made therein not misleading, and the City hereby approves in substantially the form submitted to the City Council at this meeting such information for inclusion in the Final Official Statement; and the City hereby ratifies, confirms and consents to the use of said section in the Final Official Statement in connection with the sale of the Bonds. The City has not prepared nor made any independent investiga- tion of the information contained in the Official Statement other than the section therein captioned "The Issuer," and the City -takes no responsibility for such information. -5- 8. The Original Rate, as defined in the Indenture, of interest on the Bonds shall be such rate per annum not less than seven and one-half percent (7.50%) and not more than nine percent (9.00%) as the Mayor, the Bond Purchaser and the Com- pany shall agree to, and thereafter the rate of interest shall be determined in accordance with the provisions of the Inden- ture. The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture, with the Original Rate established as provided in this paragraph. The offer of the Bond Purchaser to purchase the Bonds for $1,961,000 plus accrued interest to the date of delivery at the interest rate or rates specified herein and in the Indenture is hereby accepted. The Mayor and City Clerk are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser. 9. 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. 10. The approval hereby given to the various docu- ments referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions there- to as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents. The execu- tion 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 City Clerk, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Acting City Clerk, respec- tively. Passed: May 3, 1983 ATTEST: City Clerk (SEAL) Mayor -6- STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF MENDOTA HEIGHTS I, the undersigned, being the duly qualified and acting Clerk of the City Council of the City of Mendota Heights, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to the authorization of the issuance of the City's $2,000,000 Commercial Development Revenue Bonds (Mendota Heights Business Center Project). WITNESS my hand and the seal of said City this .540 day of May, 1983. Ci,€y Clerk (SEAL)