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Res 1979 - 43 Extract of Minutes of Meeting of the City Council of MH (4/17/1979)� e 79-43 Extract af Minutes of Meeting of the City Council of the City of Mendata Heights, Minnesota Pursuant to due ca31 and notice thereo�', a rec�ular meeting of the City Council o�' the City of Mendo�a Heights, . Minnesata was duly heZd a�t City Hall in said City on Tuesday , the �Z day o� April, 1979, at 7:30 o'clock P.M. The foll.owing Council members were present : A11 present .. . .�,, . and the follawing were absent: none * * * * * * * * * ; .�- _ Councilman M��.����tt� � introduced and read the following written resolution and moved its adoptian: A RES4LUTZON PROVIDING FOR THE ISSUANCE AND SALE OF A REVENUE NOTE PURSUANT TO CHAFTER 474, MINNES4TA STATUTES, TO PROVIDE FUNDS TO BE LOANED T(3 R. L. JOHNSON INVESTMENT COMPANY, INC. FOR �NDUSTRIAL PROJECT AND APPROVING MORTGAGE, ASSIGNMENT OF RENTS, LQAN AGREEP1IENT, DISBURSING AGREENfENT AND LOAN AGREEMENT ASSTGNMENT The motion �ar the adoption af the faregoing resolutian was duly seconded by Councilman gaY-�,max� , and upon vote being taken thereon the following voted in favor thereof: A11. yea and the following voted against the same: none whereupon said resalutian was declared duly passed and adop�ed. y '� A RESdZUTION PRtJVI�ING FQR TFiE ISSUANCE AND SALE 4F A REVENUE NOTE PURSUANT TO CHAPTER 474, MIIifNESt�TA STA'I'UTES, T4 PR4VIDE FUNDS TO SE LOANED TO R. L. JOHNSON INVESTMENT COMPANY, INC. FOR TNDU�TRSAL PROJECT AND APPRC?VING MORTGAGE, ASSIGNMENT OF RENTS, LOAN AGREEMENT, DISBURSING AGREEMENT AND LOAN AGREEMENT ASSIGNMENT BE IT RESQLVED by the City Cauncil af the City of Mendota Heights, Minnesota, as follows: . 1. Authority. Th� City is, by the Constitution and Laws af the State of Minnesata, including Chapter 474, Minnesota Statutes, as amended (the "ACt") authorized to issue and seZl its revenue bonds for the purpose of iinancing the cost of construc- tian af authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Documents Presented. This Council praposes that the City sha11 issue and sell its City of Mendota iieights indus- trial Development Revenue Note (R. L. Johnson Investment Company, Inc. Praject) in substantially the form set �orth in Exhibi�, A hereto (the "Note"j to Midwest Federal Savings and Loan Associa- tion o� Minneapolis (the "Lender") pursuant to the Act and loan the proceeds thereof to R. L. Johnson Investment Company, Inc. (the "Company"') ta pay the cost of constructing a warehouse bui].ding, together wi�h necessary eguipment� exterior utilities and•site impravements (the "Project"), a].l pursuant to the Act. Forms of the following documents relating to the Note and the Project have been submitted ta the City Council and are now on file in the o�fice of the City C1erk: . (a) Loan Agreement between the City and R. L. Johnson Investment Company, �nc. whereby the City agrees to make a loan to the Company and the Company agrees to complete the Project and to pay amounts sufficient ta provide for the prompt payment of the principal of and interest on the Note; (b) Loan Agreement.Assignment (the "Laan Agree- ment Assignment"} from the C3.ty to the Lender whereby the City assigns its in�erest in the Loan Agreement to the Lender as security far the Note; {e} �isbursing Agreement by and among the City, the Lender and the Company, providing for the payment for the Note and disbursements of the proceeds af the Note thereunder; �d) Mortgage and Security Agreement from.the Company to the Lender by which the Company will grant to the Lender a mortgage lien on and security interest in the Project and all improvements thereto as security for the Note (this document wi11 not be.executed by the City}; . � (e} Assigrsment of Rents an ment of Rents") from the Company the Campany's interest in leases Lender as addi�.ional security �o ment wiZl not be executed by the d Leases {the "Assign- to the Lender'assigning of the Project to the r the Note {this docu- City); and (f) Guaranty Agreement (the '"Guaranty"), from R. L. Jahnson, an individual (the "Guarantor"}, ta the .Lender whereby the Guarantor guarantees the ob].igations of the Con�pany under the Loan Agreement, Mortgage and Assignment af Rents and the payment of the Note (this document will nat be executed by the City); � 3. Findinc�s. It is hereby found, determined and declared that: � � {�} The Praject, camprised o� the buildings, .improvements and equipment described in the Loan Agree- �cnent and the Mortgage, con�titutes a project authorized by and described•in Section 474.02, �ubd.. 1, of the Act. (b) The purpose af the Project is and the e�fect thereaf wiil be to promote the public we2fare by: preventing the emerg�nce o� bl.ighted and marginal lands and areas af chronic unempl.oyment; prev�nts:ng economic deteriorati.on; the dev�l.opment of sound industry and commerce to use the available'resources of the commu- nity, in order to retain the benefit o� the community's existing investment in educatianal and publ.ic service faciliti.es; halting the movement oi talented, educated personnel �a other areas and thus preserving the eco- nomic and human resources needed a� a base far providing governmental serviaes and £acilities; and increasing the tax base of the city and.the county and school . district in which the Froject is located. (c} The Project wili be approved by the Commis- sioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act prior to the issuance of the Note. � (d) The issuance and sale of the Note, the execu- tian and delivery of the Loan Agreement, the Disbursing � Agreement and the Loan Agreement Assignment and the performance of all covenants and agreements of the City contained in the Note, the Loan Agreement, the Disbursing .. Agreement and the Loan Agreement Assignment and of all other acts of the City and the 5tate of Minnesota to make the Loan Agreement, the Disbursing Agreement and the Loan Agreement Assignment and Note valid and ' binding obligations of the City in�accordance with their terms, are authorized by the Act. y (e) It is desirable that `the City of Mendota Heights Industrial Development Revenue Note (R. L. Johnson Investment Company, Inc. Project) in the amount of $5,000,000 be issued by the City upon the terms set forth herein, and that the City's interest in the Loan Agreement be assigned to the Lender as security for the payment of principal and interest on the Note. (f) The Loan Agreement provides for payments by the Company to the Lender for the account of the City of such amounts as will be sufficient to pay the principal of and interest on the Note when due. The Loan Agreement obligates the Company to.provide for the operation and maintenance of the Project, including adequate insurance and payment of taxes and special assessments. (g) Under the provisions of Section 474.10, Minnesota Statutes, and as provided in the Loan Agree- ment, the Note is not to be payable from nor charged upon any funds of the City other than amounts payable by the Company pursuant to the Loan Agreement which are pledged to the payment thereof; the City is not subject to any liability thereon; no holder of the Note shall ever have the right to compel the exercise of the taxing power of the City to pay the Note or the in- terest thereon, nor to enforce payment thereof against any property of the City; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, other than its rights under the Loan Agreement; the Note shall recite in substance that the Note, including interest thereon, shall not constitute a charge against the general credit or taxing powers of the City or an indebtedness of the � City within the meaning of any constitutional or � statutory limitation. 4. Approval and Execution of Documents. The forms of Loan Agreement, Loan Agreement Assignment, Disbursing Agreement, Mortgage and Security Agreement, Guaranty and Assignment of Rents referred to in paragraph 2 are approved. The Loan Agree- ment and Disbursing Agreement shall be executed in the name and -4- on behalf of the City by the Mayor and City Clerk, upon execu- tion thereof by an authorized officer o� R. L. Johnson Inve�tment Company, Snc., in substantially the form an file, but with alI such changes therein, not inconsistent with the Act or other law, as may be approved by the afficers executing the same, which approval�shall be conclusively evidenced by the executian thereof. The Loan Agreement Assignment shall also be executed in the name and on behalf of the City by the Mayar and City Clerk in substan- tially the farm on file, but with a11 such changes therein, not inconsistent with the Ac� or other laws, as may be approved by the o�ficers executing the same, wfiich approval sha11 be con- clusively evidenced by the execu�ion thereo�. Copies o� all documents shall be delivered and filed as provided therein. The Mortgage, Guaranty and A�signment of Rents may cantain such revisions as may be approved by the Lender and the parties exe- cuting the same. 5. Approval, Execution and Delivery af Note. The City shall proceed forthwith to issue its City of Mendota Heights Industrial Development Revenu� Note (R. L. Johnson Investment Company, Inc. Project}, to be dated the date of de2ivery, in the principal amount of $5,000,000 in the form and containing the terms set forth in the form of Note attached hereta as Exhibit A, which terms are £or this purpose incorporated in this resolution and made a part hereof. The proposal of the Lender to purchase such Note at a price of $5,000,000 (100� of its par value} by making advances in accordance with the Disbursing Agreement is hereby found and determined ta be reasonable and is hereby accepted. The Mayor and City Clerk are authorized and directed ta prepare the Note in typewritten �orm substantially in the form set iorth in Exhibit A. The Note sha11 be executed by the manual signatures of the Mayor and City C1erk and the official seal of the City shall be affixed thereto. When so prepared and executed the Note shall be delivered to the Lender upon receipt of the purchase price there�or, which may be paid to the parties entitled to receive the loan proceeds in accordance with the Disbursing Agreement and the Loan Agreement. The Note sha21 contain a recital that it is issued pursuant to the Act, and such recital shall be canclusive evidence of the validity and regularity af the issuance thereof. 6. Registration Records. The Ci�y Clerk, as Note Registrar, shall keep a Note Register in which the City shall provide for the registration of the Note and for transfers af the Note. The principal of and interest on the Note shall be payable to the Lender or registered assigns in lawful maney af the United States of America at the address of the Lender or regis- tered assigns as shown on the Note Register. 7, Mutila�ed, Lost, Stolen or Destroyed Note. Tf the Note is mutilated, lost, stolen or destrayed, the Gity may exe- cute and deliver to the registered awner a new Note of like date, number, maturity and tenar as that mutilated, Iost, stalen or � eF , � destroyed; provided that, in the case af mutilation, the muti- Zated Note shall first be surrendered to the City, and in the case of a lost, stolen or de�troyed Note, there sha11 be first furnished to the City and the Company evidence af such 1oss, theft or destruction satisfactory to the City and the Company together with indemnity satisfactory to them. The City may charge the Noteholder with its reasonable £ees and expenses in this connection. . 8. Trans�er of Note; Person TreatEd as Owner. The Note shall be trans�erable,by the registered owner an the Note Register of the City, upon gresentation of the Note for.notation of such transfer thereon at the office of the C�.ty Clerk, as Nate Registrar, accompanied by a written instrument of transfer in �orrn satisfactary to thE Note Registrar duly sxecu�ed by the registered owner or i.ts attorney duly autharized in writing. The regi�tered owner seeking to transfer owr�ership of the Note shaZl also give written notice thereo� to the Company, The Note shall continue to be subject �a succc^�ive transfers at the option of the registered awner of the Note. No service charge shall be made for any such tr�n5fer, but the No�e Registrar may require payment of a sum sufficient ta caver any tax or ather govern- mental charge payable in connection therewi.th a.n addition to any reasonable expenses of �he Note Registrar .in connection with any such transfer. The Note Registrar sha].1. give written notice to the Company of any transfer of,ownership recarded on the Note Register immedia�ely upon effectuating same, The person in whose name the Note shall be registered from time ta time sha11 be.deemed and regarded a� the absolute owner thereof for all purposes, and payrnent of or on account of the principal of and interest on�the Note shall be made oniy to or upon the ord�r ot the owner thereof, or its attorney duly authorized in writing, and neither the City, the Note Registrar nor the Company shal2 be affected by any � notice ta the contrary. All such payments shall be valid and effe�tual to satisfy and discharge the liability upon the Not� to the extent o�f the sum or sums sa paid. 9. Amendments, Chang�s and Modifications to Loan Agreement, Disbursing AgreemEnt and Bond Resolution. The Gity shall not, withaut �he writ�en consent of the Lender, enter inta any agreement, change, moditication, alteration or termination of the Loan Agreement, the Disbursing Agreement, the Loan Agreement Assignment or this Bond Resalution. lq. Records. The Mayor and City Clerk and ather officers of the City are authorized and directed to prepare and furnish �o the purchaser of the Note, certified copies of aIl proceedings and records of the City relating to the Note, and such other affidavits and �ertificates as may be required to show the facts appearing from the books and records in the officers" custody and control or as other.wise knawn to them; and ail such � �, 'r certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 11. Capital Expenditures Election. The City hereby elects that the $10 million limitation of capital expenditures set forth in Section 103(b)(6)(D) of the Internal Revenue Code shall be applicable to the Project and the Note, and the City Clerk shall execute and file on behalf of the City the form of election required by said Section and the regulations thereunder. Approved Mayor Attest � . City C erk -7- 4 C � � � R� � � STATE OF MINNESOTA ) ) SS. COUNTY OF DAKOTA ) � z, the undersigned, being the duly qualified and acting City Clerk of the City of Mendota Heights, Minnesota, do hereby certify that the attached extract of minutes of a meeting of the City Council of the City held April _, 1979, is a full, true and correct transcript therefrom insofar as the same relates to a$5,000,000 Industrial Development Revenue Note of the City. WITNESS My hand officially and seal officially as said City Clerk this day of April, 1979. � (Seal) -8- City Clerk a