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83-6831R57 EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF, RICHFIELD, HENNEPIN COUNTY, MINNESOTA Pursuant to due call and notice thereof a regular meeting of the City was held at ncing at 7:00 Caunc~ilmember of which was RESOLUTION N0. 6831 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $4,350,000 COMMERCIAL DEVELOPMENT REVENUE BOND (RICHFIELD SHOPPES DEVELOPERS PROJECT) PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 Wf~REAS, the City of Richfield (the "City") is authorized by the Minnesota Municipal Industrial Development Act, 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 prop- erties deemed necessary in connection with a project, as defined in the Act; and WHEREAS, the City has the necessary arrangements with Richfield Shoppes Developers, a Minnes~ta general partnership (the "Company"), for the purchase and renovation by the Company of a retail and commercial facilities (the "Project"), which will be of the character contemplated by and will accomplish the purposes provided by the Act; and WHEREAS, it has been determined that bonds in the principal amount of $4,350,000 should be issued, ''sold and delivered to provide proceeds for a loan to be made to the Company to pay a part or all of the cost of the Project; and NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of Richfield, Minnesota, as follows: Section 1. Definition, ',Exhibits and General Provisions. 1.01. Definitions. In this Resolution the following terms have the following respective meanings unless the context hereof clearly requires otherwise: 1.02. Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; 1.03. Assignment: the Assignment of Rents and Leases, dated as of October 1, 1983, between Company and Bank; 1.04. Bond: the Commercial Development Revenue Bond (Richfield Shoppes Developers Project) in the aggregate principal amount of $4,350,000, to be issued by the City pursuant to this Resolution.. 1.05. Bond Register: the register maintained by the City pursuant to Section 4.02 hereof; 1.06. City: the City of Richfield, Minnesota, its successors and assigns; 1.07. Disbursing Agreement: the Disbursing Agreement dated October 1, 1983 among Bank, City and Company. 1.08. Guaranty: the Guaranty dated October 1, 1983 given by the partners of the Company to the Bank.. 1.09. Holder: the Registered Holder of the Bond; 1.10. Loan Agreement: ~ the Loan and Bond Purchase Agreement dated as of October 1, 1983, between the City, the Bank and the Company and any amendments or supplements thereto; 1.11. Mortgage: that certain Combination Mortgage, Security Agree- ment and Fixture Financing Statement by the Company to the Bank; made 1.12. Payment Date: a date on which an installment of interest or of principal and interest is due on the Bond; 1.13. Pledge Agreement: the Pledge and Assignment Agreement by which the City assigns to Purchaser certain of its rights under the Loan Agree- ment as security for the Bond; 1.14.. Purchaser: Norwest Bank Minneapolis, National Association, Minneapolis, Minnesota (sometimes referred to as "the Bank"); 1.15. Resolution: this Resolution, including any amendment thereto. Section 2. Approval of Documents: General Provisions Relating to the Bond. 2.01. Authorization. The City is authorized by the Act to issue revenue bonds and loan the proceeds thereof to business enterprises to finance the acquisition and construction of projects as defined in the Act, and to make all contracts, execute all instruments, and do all things necessary or convenient in the exercise of such authority. 2.02. Preliminary City Approval: Approval by the Energy and Economic Development Authority. By resolution duly adopted by this Council on July 25, 1983, the Council gave preliminary approval to the sale of revenue bonds and the loan of proceeds to the Company for the construction of the Project, and authorized the preparation of such documents as may be appro- priate to the Project and the issuance and sale of the Bond. 2.03. Approval of Documents. Pursuant to the above, there have been prepared and presented to this Council copies of the following documents, all of which are now, or shall be placed on file in the office of the City Clerk, and which are approved substantially in the form presented, subject to such modifications as are acceptable to the parties and the City Attorney: (a) the Loan Agreement; (b) the Pledge Agreement; (c) the Disbursing Agreement; (d) the Mortgage; (e) the Assignment of Rents and Leases; and (f) the Guaranties. Documents (d), (e) and (f) are not to be executed by the City. 2.04. Form and Authorized Amount. The Bond shall be issued substan- tially in the form set forth in Exhibit A attached to the Loan Agreement, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provi- sions of this Article and Article Three. The total principal amount of the Bond to be delivered hereunder is expressly limited to $4,350,000. 2.05. Execution. TheBond may be in typewritten form and shall be executed on behalf of the City by the manual signatures of the Mayor and the City Manager, shall have the official seal of the City affixed or imprinted thereon. In casel,,any officer whose signature appears on the Bond shall cease to be such officer before the delivery of the Bond, such signa- ture shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2.06. Mutilated, Lost'and Destroyed Bond. In case the Bond shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to',be executed and delivered, a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substi- tution for such Bond destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the City in connection therewith, and, in case of a Bond destroyedlor lost, its filing with the City evidence of such loss or destruction satisfactory to it together with the indemnity required by Section 475.70 of the Act. If the mutilated; destroyed or lost Bond has already matured or''been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. 2.07. Redemption. The Bond is subject to redemption and prepayment without premium in whole or'in part, in multiples of $1,000, by the City at the direction of the Obligor on any Payment Date. The Bond may also be prepaid in whole but not in!part at the option of the Obligor upon certain conditions involving damagelto•or destruction of the Project or taking of the Project by eminent domain. The Bond is also further subject to redemp- tion in whole but not in part by the City at the direction of the Holder upon certain events specified in Section 5 of the Loan Agreement. i 2.08. Cancellation. When the Bond has been redeemed or otherwise paid in full, it shall be cancelled by the city and shall not be reissued. The Holder shall deliver to'the City either the cancelled Bond or a certif- icate of a responsible officer of the Holder certifying as to the destruc- tion thereof. 2.09. Registration: Securities Act. The Bond has not been regis- tered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws for initial distribution, and the Bond has been sold initially only to the Bank pursuant to the investment repre- sentation of the Bank as Purchaser. 2.10. Registration of'Transfer. The City will cause to be kept at the office of the City Clerk a Bond Register in which, subject to such reasonable regulations as i~t may prescribe, the City shall provide for the registration of transfers of ownership of the Bond. The Bond shall be transferable only upon the 'Bond Register by the the Registered Holder thereof in person or by its',, attorney duly authorized in writing, upon surrender of the Bond together with a written instrument of transfer satisfactory to the City Cl',erk and the City Attorney, duly executed by the Registered Holder or its duly authorized attorney. Upon such transfer the City shall note the date of registration and the name and address of the new registered owner in thee.. Bond Register and in the registration blank appearing on the Bond. Alternatively, the City shall, at the request and expense of the registered Holder, issue a new Bond in aggregate outstanding principal amount equal to that of the bond surrendered, and of like tenor except as to principal amount, and registered in the name of the registered Holder or such transferee as may be designated by the registered Holder. The City may deem and treat the person in whose name the Bond is last registered in the Bond Register and by notation on the Bond as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes. The Bond shall be initially registered in the name of the Bank. 2.11. Cessation and Continuation of Interest. Interest on the Bond shall cease on its payment in full. If the Bond is not presented for payment when due, and if funds sufficient to pay the Bond shall have been paid to the Holder, (i} all obligations of the City for payment of the Bond shall forthwith cease and (ii) the Holder of the Bond shall thereafter have no rights with respect thereof except to receive payment therefor. Section 3. Authorization and Sale: Terms and Conditions of the Bond. 3.01. Approval of Terms. The City shall forthwith issue and sell the Bond in the principal amount of $4,350,000. The Bond shall be in substan- tially the form set forth in Exhibit A of the Loan Agreement, which terms and provisions are hereby approved and incorporated herein. Principal and interest shall be payable at Norwest Bank Minneapolis, National Associa- tion, Minneapolis, Minnesota 55402. 3.02. Sale of Bond. The offer of the Bank to purchase the Bond at a price of $4,350,000 in accordance with the terms of the Loan Agreement is hereby found to be reasonable and is accepted. 3.03: Delivery of the Bond. The Bond shall be delivered to the Bank upon payment of the purchase price on the Closing Date as defined in the Loan Agreement, and upon compliance with all conditions of Section 3 of the Loan Agreement relating to closing and delivery. Section 4. Approvals and Authorization: Limitations of City Obligation. 4.01. Authorization: Authentication of Transcript. Upon the execu- tion of the documents approved in Section 2 hereof, the Mayor and City Manager are authorized and directed to execute the Bond on behalf of the City and to deliver it to the Bank, and to execute such other certifica- tions, documents or instructions as may be required by the Loan Agreement, or as bond counsel or counsel for the Bank shall require, and all such certifications, recitals and representations of the City, including any heretofore furnished, shall constitute a representation of the City as to the accuracy of all statements contained therein. Upon delivery of the Bond, the proceeds thereof shall be disbursed to the Company pursuant to the Loan Agreement. Execution of any instrument or document by one or more appropriate officers of the City shall constitute, and shall be deemed the conclusive evidence of, the approval and authorization by the City and the Council of the instrument or document so executed. In the event of the absence or disability of the Mayor or City Manager, officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Council do all things and execute all instruments anddocuments required to be done or executed by such absent or disabled officials. 4.02. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be paid to the Bank for the account of the Holder entitled thereto in Federal!, or other immediately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the Director of Property Taxation of Hennepin County, together with such other information as said officer may require, and to obtain the certificates as to entry of the Bond on the bond register as required by the Act and Minnesota Statutes, Section 475.63 4.03. imitation of the City's Obligations. Notwithstanding anything contained in the Bond or the Loan Agreement or any other documents relating thereto, the Bond shall not', constitute a debt of the City within the meaning of any constitutional, statutory, or charter limitation, and shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bond or the interest thereon, or to enforce payment thereof against any property of the City, and the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The agreement of the City to perform the covenants and other provisions contained in the Bond and the Loan Agreement shall be subject at all times to the availability of revenues furnished by the Company sufficient to pay all costs of such performance or the enforcement thereof, and neither the City nor any of its officials; officers, agents; or employees shall be subject to any personal liability thereon. 4.04. Execution and Delivery. The Mayor, the City Manager and the City Attorney are authorizedi and directed to .take all actions necessary to carry out the provisions of this Resolution relating to the execution and delivery of the bond and the other documents described herein. 4.05. Statement of Election. The principal amount of the Bond being in excess of $1,000,000 the'Mayor and City Manager are hereby authorized and directed on behalf of the City to execute and file with the Internal Revenue Service a statement'of election to issue its obligations in excess of $1,000,000 as provided by Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.103(b)(2)(vi) of the Regulations promulgated thereunder. Adopted by the Council'.. this 24th Attest: Sylv' Y. Bergh City ~ erk