Res 1980 - 07 Extract of Minutes of Meeting of the City Council of MH (1/15/1980)Resolution No. 80-07
Extract'of Minutes of Meeting of the
City Council of the City of Mendota Heights, Minneso
Pursuant to due call and notice thereof, a regular
meeting of the City Council of the City of Mendota Heights,
Minnesota was
the 15th day
The
duly held
of January
following
at City
, 19
Council
Hall in said
80 , at 7:30
members were
City of
o' clock PI
present:
I ,
. M.
Mayor Lockwood, Councilmen Hartmann, Losleben,
Councilwoman Witt
and the following were absent:
None
Council member Hartmann introduced and
read the following written resolution and moved its ado tion:
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF INDUSTRIAL REVENUE BOND PURSUANT TO CHAPTER 474,
MINNESOTA STATUTES, TO PROVIDE FUNDS TO BE LOANEDI
TO'RICHARD B. SHALLER FOR INDUSTRIAL DEVELOPMENT PROJECT
AND APPROVING LOAN AGREEMENT, PLEDGE AGREEMENT,
COMBINATION MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FINANCING STATEMENT AND LEASE ASSIGNMENT
The motion for the adoption of the foregoing resolution
was duly seconded by Council member Losleben , and upon
vote being taken thereon the following voted in favor t,ereof:
All Ayes
and the following voted against the same: None
whereupon said resolution was declared duly passed and ddopted.
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF INDUSTRIAL REVENUE BOND PURSUANT TO CHAPTER 471
MINNESOTA STATUTES, TO PROVIDE FUNDS TO BE LOANEI
TO RICHARD B. SHALLER FOR INDUSTRIAL DEVELOPMENT
PROJECT AND APPROVING LOAN AGREEMENT, PLEDGE AGREEMI
COMBINATON MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FINANCING STATEMENT AND LEASE ASSIGNMENT
BE IT RESOLVED by the City Council of the City of
Mendota Heights, Minnesota (the "City"), as follows:
1. Authority. The City is, by the Constitution and
Laws of the State of Minnesota, including Chapter 474, 1 Minnesota
Statutes, as amended (the "Act"), authorized to issue and sell
its revenue bonds for the purpose of financing the cost of author-
ized projects and to enter into contracts necessary or convenient
in the exercise of the powers granted by the Act.
2. Authorization of Project; Documents Pre
This Council proposes that the City shall issue and se
of Mendota Heights Industrial Development Revenue Bond
B. Shaller Project--Apsco Products Company, Lessee) in
ally the form set forth in Exhibit A to the hereinafte
Loan Agreement (the "Bond") pursuant to the Act and to
proceeds thereof to Richard B. Shaller, an individual
the City of Mendota Heights, Minnesota (the "Borrower"
finance the costs of the construction of an office and
facility in the City, and the acquisition and installa
equipment therefor, together with any site improvement
in relation thereto, all to be owned by the Borrower a
to Apsco Products Company, all pursuant to the Act. F
following documents relating to the Bond and the Proje
been submitted to the City Council and are now on file
office of the City Clerk:
(a) Loan Agreement (the "Loan Agreement")
January 1, 1980, between the City and the Borrow
the City agrees to make a loan to the Borrower a
Borrower agrees to complete the Project and to p
sufficient to provide for the full and prompt pa
principal of, premium, if any, and interest on t
(b) Assignment and Pledge Agreement (the "P
Agreement"), dated as of January 1, 1980, from th
Northwestern National Bank of Saint Paul in St. P
(the "Mortgagee"), whereby the City assigns its i
the Loan Agreement to the'Mortgagee as security f
Bond;
(c) Combination Mortgage, Security Agreemen
Fixture Financing Statement (the "Mortgage"), dat
January 1, 1980, between the Borrower and the Mor
which the Borrower grants to the Mortgagee a mort
-2-
ented.
1 its City
(Richard
substanti-
mentioned
n the
esiding in
, to
warehouse
ion of
required
d leased
rms of the
t have
in the
ted as of
whereby
the
amounts
ent of the
Bond;
edge
City to
ul, Minnesota
terest in
r the
and
�d as of
:gagee, by
rage lien
on and security interest in the Mortgaged Property, as
defined therein, as security for the payment of the Bond
(this document not to be executed by the City); and
(d) Assignment of Rents and Leases (the "Ldase Assign-
ment"), dated as of January 1, 1980, from the Borrower to
the Mortgagee, assigning the Borrower's interest in leases
of the Project to the Mortgagee as additional security for
the Bond (this document not to be executed by the City).
3. Findings. It is hereby found, determinIed and
declared that:
(a) The Project, as described in paragraph
in the Loan Agreement, constitutes a project aut
and described in Section 474.02, Subd. la, of th
(b) The purpose of the Project is and the e
thereof will be to promote the public welfare by.
the emergence of blighted and marginal lands and
chronic unemployment; preventing economic deterio
development of sound industry and commerce to use
able resources of community, in order to retain t
of the community's existing investment in educati
public service facilities; halting the movement o
educated personnel to other areas and thus preser
economic and human resources needed as a base for
governmental services and facilities; and increas
base of the City and the county and school distri
the Project is located.
(c) The Project has been approved by the
of Securities of the State of Minnesota.
(d) The issuance and sale of the Bond, the
and delivery of the Loan Agreement and the Pledge
and the performance of all covenants and agreemen
City contained in the Bond, the Loan Agreement an
Pledge Agreement and of all other acts of the Cit
State of Minnesota to make the Loan Agreement, th
Agreement and the Bond valid and binding obligati
City in accordance with their terms, are authoriz
Act.
(e) It is desirable that the Bond, in the p:
amount of $775,000, be issued by the City upon thi
forth herein and*in the Loan Agreement and be ass:
the Mortgagee pursuant to the Pledge Agreement as
for the payment of principal of, premium, if any,
on the Bond.
-3-
above and
rized by
Act.
feet
preventing
reas of
ation; the
the avail -
e benefit
nal and
talented,
ing the
providing
ng the tax
t in which
ssioner
xecution
Agreement
s of the
the
and the
Pledge
ns of the
d by the
-incipal
terms set
gned to
security
and interest
t
(f) The Loan Agreement provides for payment
Borrower to the Mortgagee for the account of the
such amounts as will be sufficient to pay the pri
premium, if any, and interest on the Bond when du
reserve funds are deemed necessary for this purpo
Loan Agreement obligates the Borrower to provide
operation and maintenance of the Project, includi
insurance, taxes and special assessments.
by the
ity of
cipal of,
. No
e. The
or the
g adequate
(g) Under the provisions of Section 474.10, Minnesota
Statutes, and as provided in the Loan Agreement, the Bond is
not to be payable from nor charged upon any funds lother than
amounts payable by the Borrower pursuant to the Loan Agreement
which are pledged to the payment thereof, or mones received
upon disposition of the Mortgaged Property under the Mortgage;
the City is not subject to any liability thereon; no holder
of the Bond shall ever have the right to compel the exercise
of the taxing power of the City to pay the Bond or� the
interest thereon, nor to enforce payment thereof against any
property of the City; the Bond shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City, other than its interest in the Loan
Agreement, the Bond shall recite that the Bond, including
interest thereon, shall not constitute nor give rise to a
pecuniary liability of the City of a charge against its
general credit or taxing powers and that the Bond (does not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation.
4. Approval and Execution of Documents. Th'e forms of
Loan Agreement, Pledge Agreement, Mortgage and Lease Assignment
referred to in paragraph 2 are approved. The Loan Agreement and
Pledge Agreement shall be executed in the name and on behalf of
the City by its Mayor and City Clerk, or by other appropriate
officers of the City authorized to execute documents ontheir
behalf, in substantially the form on file, but with all such
changes therein, not inconsistent with the Act or other law, as
may be approved by the City Attorney and by the officerls executing
the same, which approval shall be conclusively evidenced by the
execution thereof. Copies of all documents shall be de ivered
and filed as provided therein. The Mortgage and Lease ssignment
may contain such revisions as may be approved by the Mo tgagee
and the parties executing the same.
5. Approval, Execution and Delivery of Bond!. The
City shall proceed forthwith to issue the Bond, to be dated the
date of delivery, in the principal amount of $775,000, in the
form and containing the terms set forth in the form of Bond
attached as Exhibit A to the Loan Agreement, which terms are for
this purpose incorporated in this resolution and made a part
hereof. The proposal of the Mortgagee to purchase the Bond at a
price of $775,000 (100% of its par value) by making the loan in
accordance with the Loan Agreement is hereby found and determined
to be reasonable and is hereby accepted. The Mayor and, City
-4-
^ hf
Clerk are authorized and directed to prepare the Bond :
ten form substantially in the form set forth in Exhibit
Loan Agreement. The Bond shall be executed by the mane
tures of the Mayor and City Clerk, and the official set
City shall be affixed thereto. When so prepared and ei
Bond shall be delivered to the Mortgagee upon receipt c
purchase price therefor, which may be paid to the parti
to receive the loan proceeds in accordance with the Loz
The Bond shall contain a recital that it is issued pur:
the Act, and such recital shall be conclusive evidence
validity and regularity of the issuance thereof.
6. Registration Records. The City Clerk,
Registrar, shall keep a Bond Register in which the Cit
provide for the registration of the Bond and for trans
Bond. The principal of and interest on the Bond shall
to the Mortgagee or registered assigns in lawful money
United States of America at the address of the Mortgag
registered assigns as shown on the Bond Register.
7. Mutilated, Lost, Stolen or Destroyed Bon
the Bond is mutilated, lost, stolen or destroyed, the C
execute and deliver to the registered owner a new Bond
date, number, maturity and tenor as that mutilated, los
or destroyed; provided that, in the case of mutilation,
mutilated Bond shall first be surrendered to the City,
case of a lost, stolen or destroyed Bond, there shall h
furnished to the City and the Borrower evidence of such
theft or destruction satisfactory to the City and the B
together with indemnity satisfactory to them. The City
charge the Bondholder with its reasonable fees and expe
this connection.
8. Transfer of Bond; Person Treated as Owne
Bond shall be transferable by the registered owner on t
Register of the City, upon presentation of the Bond for
of such transfer thereon at the office of the City Cler
Registrar, accompanied by a written instrument of trans
form satisfactory to the Bond Registrar duly executed b
registered owner or its attorney duly authorized in wri
registered owner seeking to transfer ownership of the B
also give written notice thereof to the Borrower. The
continue to be subject to successive transfers at the o;
the registered owner of the Bond. No service charge sh
made for any such transfer, but the Bond Registrar may
payment of a sum sufficient to cover any tax or other g,
charge payable in connection therewith. The Bond Regis
give written notice to the Borrower of any transfer of
recorded on the Bond Register immediately upon effectua
same. The person in whose name the Bond shall be regis
time to time shall be deemed and regarded as the absolu
thereof for all purposes, and payment of or on account i
principal of and interest on the Bond shall be made onl,
-5-
n typewrit-
A to the
al signa-
1 of the
ecuted the
f the
es entitled
n Agreement.
uant to
of the
Bond
shall
rs of the
e payable
f the
or
1. If
ty may
I like
., stolen
the
nd in the
first
loss,
rrower
may
ses in
The
e Bond
notation
, as Bond
er in
the
ing. The
nd shall
and shall
tion of
11 be
equire
vernmental
rar shall
wnership
ing the
ered from
e owner
f the
to or
upon the order of the owner thereof, or its attorney d
ized in writing and neither the City, the Bond Registr
Borrower shall be affected by any notice to the contra
such payments shall be valid and effectual to satisfy
the liability upon the Bond to the extent of the sum o
paid.
9. Amendments, Changes and Modifications t
Agreement, Pledge Agreement and Bond Resolution. The
not, without the written consent of the Mortgagee, ent
agreement, change, modification, alteration or termina
Loan Agreement, the Pledge Agreement or this Bond Reso
10. Certificates, etc. The Mayor and City C
other officers of the City are authorized and directed
and furnish to the purchaser of the Bond, certified cop
proceedings and records of the City relating to the Bon
such other affidavits and certificates as may be requir
the facts appearing from the books and records in such
custody and control or as otherwise known to them; and
certified copies, certificates and affidavits, includin
heretofore furnished, shall constitute representations
City as to the truth of all statements contained therei
Approved
Attest
City Clerk
Mayor
y author -
nor the
All
d discharge
sums so
Loan
ty shall
into any
on of the
tion.
erk and
o prepare
es of all
, and
d to show
fficers'
11 such
any
f the
s
a , t
STATE OF MINNESOTA)
) SS.
COUNTY OF DAKOTA )
I, the undersigned, being the duly qualified
acting City Clerk of the City of Mendota Heights, Minnesota (the
"City"), do hereby certify that the attached copy of resolutions
is a true and compared copy of resolutions duly adopted1by the
City Council of the City on 3a-44,fn,/ /S , 19 8m ,and on
file and of record in my office, which resolutions have not been
amended, modified or rescinded since the date thereof and which
are in full force and effect as of the date hereof.
WITNESS My hand and seal of the City this / -Iday of
(Seal)
1980.
Cid Clerk
City of Mendota Heights,
aC
nnesota