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Res 1981 - 65 Industrial Development Revenue Bonds�- CERTIFICATION OF MINUTES RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BONDS Issuer: City of Mendota Heights, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on September 1, 1981, at ,,I- '.:a o'clock P.M., at City Hall. Members present: Members absent: Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. /-( RESOLUTION AUTHORIZING.THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT, A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN ,AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND A LETTER OF CREDIT FROM THE FIRST NATIONAL BANK OF MINNEAPOLIS IN FAVOR OF THE TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS. I, the undersigned, being the duly qualified= -and acting recording officer of the public corporation'issuing the -bonds --referred- to -3n the -title -of- this -certificate.,- - certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and com- plete transcript of the minutes of a meeting of the governing body of said corporation, and correct and completeIcopies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, sofar as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members -indicated above', pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this day of September, 1981- 'I Signatures i Kathleen M. Swanson, City Clerk Name and Title 4 Member ` introduced resolution and moved its adoption: RESOLUTION NO. the following i RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT, A PLEDGE AND ASSIGNMENT OF THE CITY'S1INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO "A TRUSTEE, AND A LETTER OF CREDIT FROM THE FIRST NATIONAL BANK OF MINNEAPOLIS IN FAVOR OF THE TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota (the City), as follows: Section 1. Authorization and Recitals. 1.01. General Authority. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and to make secured or unsecured loans to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real property and the installation of machinery and, equipment of any and all kinds and any other personal properties deemed necessary in connection with a project, as defined in the Act. 1.02. Proposed Project and Bonds. Representatives of Juran & Moody, Inc. (the Underwriter), and Ryan Properties, Inc. (the Borrower), have proposed that the City, acting under and pursuant to the Act, issue and sell to the Underwriter its Industrial Development Revenue Bonds (Ryan Properties, Inc. Project) (the Bonds) for the purpose of defraying the costs of a roject (the Project) consisting of the acquisition of land and construction of an office/light industrial facility within the City. Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Borrower and the Borrower agrees to -make payments,to the City sufficient to pay the principal of, premium,,. if any., _ and interest on the Bonds. 1.03. Prior Approval. On July 7, 1981, this Council adopted a resolution giving preliminary approval to;:the Project and authorizing preparation of necessary documents.; 1.04. Documentation. Forms of the following documents relating to the project have been prepared and submitted to this council and are hereby directed to be filed with the City Clerk: i i (a) a Loan Agreement (the Loan Agreement), to be dated as of September 1, 1981, proposed to be made and entered into between the City and the BorrowerIpursuant to which the City loans the proceeds of the Bonds to the Borrower; (b) an Indenture of Trust (the Indenture), to be dated as of September 1, 1981, proposed to be made and entered into between the City and First Trust Company of Saint Paul, as trustee (the Trustee), creating and authorizing the issuance of and establishing the terms and conditions of the Bonds; (c) a Bond Purchase Agreement (the BondiPurchase Agreement), proposed to be made and entered into between the City, the Borrower and the Underwriter, pursuant to which the Underwriter agrees to purchase the Bonds; (d) a Letter of Credit (the Letter of,Credit) to be given by the First National Bank of Minneapolis (the Bank) in favor of the Trustee, authorizing theTrustee to draw upon the Bank for sums sufficient to pay up to approximately $4,205,100 of principal of and redemption premiums on the Bonds when due; I D (e) a Letter of Credit Agreement (the Letter of Credit Agreement), to be dated as of September;l, 1981, proposed to be made and entered into among theBorrower, the Bank, the Trustee and the City; and (f) a Mortgage and Security Agreement, to be dated as of September 1, 1981 (the Mortgage), and a First Assignment of Rights and Leases, to be dated as of September 1, 1981 (the Assignment), from the Borrower to the Trustee. I, Section 2. Findings. l 1 It is hereby found, determined and declared that: I (a) the Project, as defined herein and in the Loan Agreement, constitutes a project authorized by,Section 474.02, Subdivision 1, of the Act; (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by encouraging the location and development of economically sound industry and commerce within the City so as to prevent,'` so far as possible, the emergence of blighted and marginal lands and areas of"chronic unemployment; by promoting the use of available resources of the community thereby retaining -2- i the benefit of its existing investment in educational and public service facilities; by discouraging the movement of talented, educated personnel of mature age to other areas, thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and by encouraging more intensive development of land in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; �f (c) the Project is located in the City at a site which is readily accessible to employees residing within the City and the surrounding community; (d) the Project will add to the tax base' Iof the City and overlapping taxing jurisdictions; ,1 (e) the Project has been approved by theiCommissioner of Securities of the State of Minnesota, as tending to further the purposes and policies of the Act; i (f) the financing of the Project, the issuance and sale of the Bonds in the principal amount of $ 3,930,000 , the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement, and the Letter of Credit Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture, the Bond;Purchase Agreement and the Letter of Credit Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota tb make the;Loan Agreement, the Indenture, the Bond Purchase Agreement, the Bonds and the Letter of Credit Agreement valid and binding obligations in accordance with their terms, are authorized by the Act; ( ) it is desirable that the Bonds in the amount of *$"3,930,000 be issued by the City upon"the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal, premium, if any,'and interest on the Bonds; i (h) the loan payments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds -3- issued under the Indenture when due; and the Loan Agreement also provides that the Borrower 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 site and payable during the term of the Loan Agreement; (i) under the provisions of Section 474.10 of the Act and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from not charged upon any funds of the City other than the revenue pledged to the payment thereof and amounts drawn under the Letter of Credit; the City is not subject toA ;- any liability thereon and no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable,, upon any property of the City except its interest in the Loan Agreement; each'Bond issued under the Indenture! shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the: payment thereof and amounts drawn under the Letter of Credit; and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3. Authorization and Approval of the Documents. The forms of Loan Agreement, Indenture, Bond Purchase Agreement, and Letter of Credit Agreement referred to in Section 1,04 are hereby approved. The Mayor and City Clerk are hereby authorized to execute said documents on behalf of the City. 4. Official Statement. q The Underwriter proposes to offer the Bonds for sale by means of an Official Statement (the Official Statement), a draft of which has been filed with the Clerk. The City hereby consents to the use of said Official Statement by the Underwriter, but assumes no responsibility for the accuracy or completeness thereof. 5. The Bonds; Terms, Sale and Execution.I 5.01. Authorization. In anticipation of',the collection of revenues of the Project, the City shall proceed forthwith to -4- issue the Bonds in the form and'upon the terms set forth in the Indenture and this resolution. The Bonds are sold to the Underwriter at the prices'and upon the terms specified in the Bond Purchase Agreement. i 5.02. Execution. The Mayor and City Clerk are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and the other documents required in the Indenture. The Mayor, and Clerk are further authorized to execute such other certificates, c documents and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 5.03. Modifications, Absence of Officers.'; The approval hereby given to the various documents referred to above includes an approval of such additional detail's therein as may be necessary and appropriate and such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City's; counsel 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. Any of the documents authorized by this resolution to be executed by the Mayor or Clerk may be executed by the acting Mayor or acting Clerk, respectively, in the event such officer is absent, disabled or in the event of a vacancy in the office. it 5.04. Election Under Code. The City hereby elects to apply Section 103 (b} (6} (D of the Internal Revenile Code of 1954, as amended, to the Bonds, and the City Manager is authorized and directed to file evidence of such election with'ithe Internal Revenue Service and to take such other action as may be necessary to make such election effective. Mayor YI Attest: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member -5- and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. C M.