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83-6786R12 EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF RICHFIELD, HENNEPIN COUNTY, MINNESOTA .he Ci gas he ,3 1983) co an per t reeve wno moveu iz•s aavpzing, cne- - reau~ng v~ w~~~~s~ was dispensed with by unanimous consent: RESOLUTION N0. 6786 RESOLUTION GIVING PRELIMINARY APPROVAL TO A PROJECT UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT: REFERRING THE PROPOSAL TO THE DEPARTMENT OF ENERGY, PLANNING AND DEVELOPMENT FOR APPROVAL; AND AUTHORIZING EXECUTION OF A MEMORANDUM OF AGREEMENT AND PREPARATION OF NECESSARY DOCUMENTS (RICHFIELD SHOPPES DEVELOPERS) BE IT RESOLVED By the City Council of the City of Richfield, Minnesota, as follows: 1. It is hereby found, determined-and declared as follows: 1.1 The welfare of the State of Minnesota requires active promo- tion, attraction, encouragement and development of economically sound industry. and commerce through governmental acts to prevent, so far as possible, emergency of blighted lands and areas of chronic unemploy- ment, and the state has encouraged local government units to act to prevent such economic deterioration. i i L 2 Richfield Shoppells Developers, a Minnesota partnership (hereinafter the "Company")y has advised this Council of its desire to acquire and improve land 'and to construct and equip thereon of an approximately 40,000 square foot retail shopping center facility and related site improvements (the "Project"). 1,3 The existence of ~Ithe Project within the City would signifi- cantly increase the tax base of the City, County and school district in which the City is located, and would provide opportunities for employment for residents of the City and surrounding area, and assist the City and the Housing and Redevelopment Authority of Richfield in achieving their redevelopment goals for the LHN Redevelopment Project Area. 1.4 The City has been) advised by the Company that conventional, commercial financing to pail the capital cost of the Project is avail- able only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be signifi- cantly reduced, but that with the aid of municipal financing, and its resulting low borrowing cos',t, the Project is economically more feas- ible. 1.5 This Council has ',been advised by Allison-Williams Company, Minneapolis, Minnesota, investment bankers, that on the basis of information submitted to them and the discussions with representatives of the Company that bonds or notes to finance all or part of the cost of the Project can be successfully sold, and that it will purchase such bonds or notes. 1.6 The City is authorized by Minnesota Statutes, Chapter 474, to issue its revenue bonds or other obligations (the "Bonds"} to finance capital projects consisting of properties used and useful in connection with a revenue producing enterprise, such as that of the Company, and the issuance of such Bonds by the City would be a sub- stantial inducement to the Company to construct the Project within the City. 2. On the basis of 'information given the City to date, it presently appears that it wo',uld be in the best interest o£ the City to issue its industrial development revenue Bonds under the provisions of Chapter 474 to finance the 'Project of the Company at a cost presently estimated to be approximately $4,750,000. 3. The Council declares that it is its present intent to issue the Bonds, and the Project above referred to is hereby given prelim- inary approval by the City and the issuance of Bonds for such purpose and in such. amount approved, subject to approval of the Project by the Minnesota Department of Energy, Planning and Development and to the mutual agreement of this body, the Company and the initial purchasers of the bonds as to t1~Le details of the bond issue and provisions for its payment. In all events ,', it is understood, however, that the Bonds shall not constitute a charge, lien or encumbrance legal or equitable upon any property of the City except the Project, and each Bond, when, `` [Draft] Exhibits 3, 5, 6 and 7 STATEr1ENT CONCERNING A PROPOSED PROJECT UNDER MINNESOTA STATUTES, CHAPTER 474 The undersigned, being the duly qualified and acting Mayor and City Manager, respectively, of the City of Richfield, Minnesota (the "City"), hereby certify that the City has been provided by Richfield Shoppes Developers, a Minnesota partnership (the "Company"), with certain information concerning a proposed project (the "Project") under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"). On the basis of such information, the City Council, by resolution adopted on July 11, 1983, has given preliminary approval to the proposed Project and the financing thereof by the issuance of revenue bonds or other obliga- tions of the City. The following are factors considered by the City Council in determining to give preliminary approval to the Project: 1. Representatives of the Company state that the Project consists generally of the acquisition of land in the City and the construction and equipping thereon of an approximately 40,000 square foot retail shopping center facility and related site improvements ("Project"). 2. Bond counsel is tutes a "project" within Sion la of the Act. 3. Representatives pletion of the Project, additional of the opinion that the Project consti- the meaning of Section 474.02, Subdivi- of the Company estimate that, upon com- the Company will employ approximately persons in operation of the Project. 4. Representatives of the Company estimate that the acqui- sition and construction of the Project will result in- an annual payroll of approximately $ based on wage rates currently in effect. The City Council believes that a substan- tial percentage of that payroll will be spent on housing, food and other goods and services in the City and surrounding area, thus benefiting the local economy. S. The Project, when in place, will add to the tax base of the City. 6. The City Council has reviewed the preliminary plans and drawings for the Project and believes that the Project, when com- pleted, will be compatible with present and projected development in the area. '' The Cit will y provide ~.he Minnesota Department of Energy, Plan- ning and Development with the information required by Section 474.01, _ Subdivision 8 of the Act, upon entering into a revenue agreement, as defined in the Act, with thelCompany. The Project does not include any property to be sold or affixed to or consumed in the production of property for sale, and does not include any housing facility to be rented or used as a permanent ~ residence. A public hearing on the proposal to undertake and finance the Project was conducted pursuant. to Section 474.01, Subdivision 7b of the Act and federal regulations on Monday, July 11, 1983, at o'clock p.m. in the Richfield City Hall, at which public hearing all interested parties were afforded an opportunity to express their views. Dated: July 1983. STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CITY OF RICHFIELD ) I, the .undersigned, being the duly qualified and acting City Clerk of the City of Richfield, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of a regular meeting of the City Council of said City held on Monday, July 11, 1983, with the original thereof on file in my office and the same is a full, true and correct copy thereof, insofar as the same relates to the preliminary approval of a Commercial Development Revenue Bond Project for Richfield Shoppes Developers. WITNESS My hand as such City Clerk and the corporate seal of the City this day of 1983. City Clerk City of Richfield, Minnesota (SEAL) [Draft] MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, dated as of July _, 1983, between the City of Richfield, Minnesota (the "City") and Richfield Shoppes Developers (the "Company") provides as follows: 1. _Preliminary Statement. Among the matters of mutual induce- ment which have resulted in ',this Agreement are the following: (a) the City is authorized and empowered by the provisions of Chapter 474, Minnesota Statutes, as amended (the "Act"), to issue revenue bonds to' defray the costs of a project as defined in the Act; (b) the Company has proposed that the City, pursuant to the Act, issue its revenue, bonds to defray the costs to be incurred in connection with the acquisition of certain properties, con- listing primarily of land and one or more buildings to be con- structed, remodeled and equipped thereon (the "Project"), and that the City and the, Company enter into a lease, sale or loan agreement or similar agreement satisfying the requirements of the Act (the "Revenue Agreement"); (c) the Company ,wishes to obtain satisfactory assurance from the City that the proceeds of the sale of the revenue bonds of the City will be made available to finance the costs of the Project; (d) subject to due compliance with all requirements of law, the City by virtue of sueh statutory authority as may now or hereafter be conferred by the Act, will issue and sell its reve- nue bonds or other obligations in an amount not exceeding $4,750,000 (the "Bonds"') to pay the costs of the Project; (e) the Bonds shall be limited obligations of__the City and the principal of and interest on the Bonds shall be payable solely out of the revenues derived from amounts payable to the City by the Company pursuant to the provisions of the Revenue Agreement. 2. Undertakings on the Part of the City. Subject to the con- ditions stated in (d) of paragraph 1 hereof, the City agrees as follows: (a) that it is its present intent to authorize the issuance and sale of the Bonds, pursuant to the terms of the Act as then in force, and the terms and conditions of this Agreement. (b) that, if it issues and sells the Bonds, it will as requested by the Company enter into the Revenue Agreement with the Company. The lease rentals, installment sale payments, loan payments or other amounts payable under the Revenue Agreement will be sufficient to pay the principal and interest and redemp- tion premium, if any, on the Bonds as and when the same shall become due and payable. 3. Undertakings on the Part of the Company. The Company agrees as follows: (a) that it will use all reasonable efforts to find one or more purchasers for the Bonds. (b) that contemporaneously with the delivery of the Bonds the Company will enter into the Revenue Agreement with the City under the terms of which the Company will provide security to the City for payment of sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c) that ~it will pay all costs of the City in connection with the financing of the Project whether or not the Project is carried to completion or approval by the Minnesota Department of Energy, Planning and Development. 4. General Provisions. (a) All commitments of the City under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the condition that within 12 months from the date hereof (or such other date as shall be mutually satisfactory to the City and the Company, and as set forth in an amendment to this Agreement), the City and the Company shall have agreed to mutually acceptable terms and conditions of the Revenue Agreement, the Bonds and of the other instruments and proceedings relating to the Bonds. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth therein, or any modification thereof, and the Bonds are not sold and delivered within such time, the Company agrees that it will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur arising from the execution of this Agreement and the performance by the City of its obligations hereunder, and this Agreement shall thereupon terminate. (c) This Agreement may be terminated by mutual consent of the parties at any time, provided, however, that the City reserves the right, at its sole discretion, to withdraw its approval of the Projec',t if at any time the City Council deter- mines that the public interest and the purpose of the Act will not be served by the Project. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers ', thereunto duly authorized as of the date first written above. CITY OF RICHFIELD,~MINNESOTA sy (SEAL) Its Its City Manager RICHFIELD SHOPPES DEVELOPERS By Its General Partner as and if issued, shall recite in substance that the bond, including interest thereon, is payable solely from the revenues received from the Project and properly pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitu- tional, charter or statutory limitation thereon. 4. The form of Memorandum of Agreement. relating to the issuance of the Bonds to finance the cost of the Project is hereby approved, and the Mayor and City Manager are hereby authorized and directed to execute the Memorandum of Agreement in behalf of the City. 5. In accordance with Minnesota Statutes, Section 474.01, Subdivision 7A, the Mayor and City Manager are authorized and directed to submit the proposal for the Project to the Minnesota. Department of Energy, Planning and Development for approval. The Mayor, City Manager, City Attorney and other officers, employees, and agents of the City and LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Profes- signal Association, as bond counsel and City Attorney, are hereby authorized to provide the Department with any preliminary information needed for this purpose, and the City Attorney is authorized to initiate and assist in the preparation of such documents as may be appropriate to the Project, if it is approved by the Departments The motion for the adoption of the foregoing resolution was duly seconded by Councilmember ~a sen5tab and upon vote being taken thereon, the following voted in favor of the motion: Bunce, Hassenstab,Kirsch, Ludeman, Priebe, Hamilton and the following voted against: None.. whereupon said resolution was declared c' ' ATTEST: Sy "a K.Berg Cit Cler