83-6851Ri~
f ,the City
as. held at
,ng at 7':00
.,
Oman ,
Lton
The following resolution was then presented by Councilmember
Bunce who- moved its adoption, the reading of which was dispensed
with by unanimous consent:
RESOLUTION NO . 6 8 51
RESOLUTION AUTHORIZING THE ISSUA~vCE AND SALE OF
$925,000 COMriERCIAL DEVELOPMENT REVENUE $OND
(METRO SALES PROJECT)
PURSUANT TO MINNESOTA STATUTES, CF.APTER 474
GIHEREAS, the City of Richfield (the "City") is authorized by the
?4innesota 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
W~iEREAS, the City has~l made the necessary arrangements with Jerry
Mathwig, an individual residing in Dakota County,. .Iinnesota (the
"Company"), for the acquisition and improvement of land and the
construction and equipping hereon of commercial office and related parking
facilities to be leased t Metro Sales, a Minnesota corporation (the
"Project"), which will be Hof the character contemplated by and will
accomplish the purposes prow}ded by the Act; and
WHEREAS, it has been determined that bonds in the principal amount of
$925,000 should be issued, sold and delivered to provide proceeds for a
Loan to be made to the Comp~~lany to pay a part or all of the cost of the
Project; and
IQOW, THERErORE, BE IT RESOLVED By the City Council of the City of
Richfield, Minnesota, as follows:
~I
Section 1. Definition, ~iBxhibits and General Provisions.
1.01. Definitions. In this Resolution the following terms have the
following respective meanings unless the context hereof clearly requires
otherwise: I -
1.02. Act: the Minnesota Municipal Industrial Development Act,
Minnesota State es, Chapter 474, as amended;
1.03. Assignment: the Assignment of Rents and Leases between
Company and Bank;
1.04. Bond: the Commercial Development Revenue Bond (Metro Sales
Project) in the aggregate principal amount of $925,000, 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. Gam: the City ~',of Richfield, Mnneso a, its successors and
assigns;
1.07. Disbursing Agreement; the Disbursing Agreement among Bank,
City, Company and the Disbu- r g Agent.
1.08. Guaranty: the Guaranty given by Jerry Mathwig to the Bank.
I.09. Holder: the Registered Holder or the Bond;
1.I0. Loan Agreement: the Loan and Bond Purchase Agreement between
the City, the Bank and the ''Company and any amendments or supplements
thereto;
1.11. Mortgage: that certain Combination Portgage, Security Agree-
ment and Fissure Financing Statement by the Company to the Bank;
1.12. Pavment Date: a date on which an installment of interest or of
principal and interest is due on the Bond;
1.13. Pled 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 Bloomington, National Association,
Minneapolis, rinnesota (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 Citv Approval: Approval by the Energy and Economic
Development authority. By resolution duly adopted by this Council on
'.November 29, 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
appropriate 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 modifieations 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 Guaranty.
Documents (d), (e) and (f) are not to be executed by the City.
2.04, corm and Authorized Amount. The Bond shall be issued substan-
tially in the form set ::orth in Exhibit A attached to the Loan Agreement,
with such appropri-ate variatf
or required by this Resolut~
lions of this Section and S
Bond to be delivered hereund~
2.05. Execution. The
executed on behalf of the C
the City Manager, shall hay
imprinted thereon. In case <
shall cease to be such officE
tore shall nevertheless be v
as if he had remained in offs
.ons, omissions and insertions as are permitted
on, and in accordance with the further provi-
ection 4. The total principal amount of the
:r is expressly limited to $925,000.
Bond may be in typeearitten form and shall be
Cty by the manual signatures o"f the ~iavor and
'e the official seal of the City affixed or
;ny officer whose signature appears on the Bond
r before the delivery of the Bond, such signa-
~lid and sufficient for all purposes, the same
ce until delivery.
2.0$. Mutilated,.,. Lost sand Destroyed Bond. In case the Bond shall
become mutilated or be destroyed ox lost, the City shall, if not then
prohibited by law, cause to be executed and delivered, a new Bond of like
amount, number, maturity dat'I~~e and tenor in exchange and substitution for
and upon cancellation of sueh 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 destroyed or 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 steal not be nec~~essary to issue a new Bond prior to pagment.
2.07. Redemption. ThejBond is subject to redemption and prepayment
without premium in whole or in pert, in multiples of $1,000, by the City at
the direction of the Company on any Payment Date. The Bond may also be
prepaid in whole but not in pl,art at the option of the Company upon ce""main
conditions involving damage uo 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 par''~t by the Citrr at the direction of the Holder
upon certain events specifiediin Article 5 of the Loan Agreement.
i
2.08. Cancellation. When the Bond has been redeemed or otherwise
paid in full, it sna11 be can',ceiled by the City and shawl not be reissued.
TI°be Holder sh_alI 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. ReQist~ation: Securities Act. The Bond has rot been regis-
tered under the Securities Act of 1933, as amended, or under any state
securities laws for initial', distribution, and the Bond has been sold
initially only to the Bank pursuant to the investment representation of the
Bank as Puxchaser.
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 it may prescribe, the City shall provide for the
registration of transfers ofi,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 instrur:ent of transfer
satisfactory to the City Clerk 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 the 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
excep*_ as to principal amount, and registered in the name of the registered
Holder or such transferee as map be designated by the registered Holder.
The City may deem and treat the person in whose name the Bond is Iasi
registered in the Bond Register and by notation on the Bond as the absolute
owner r_hereof, 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.I1. Cessation and Continuation of Interest.. Interest on the Bond
shall cease on its payment in full. If the Bond is not presented for
payment cvhen due, anal 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 forthwi h 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 Bord.
3..01. Approval of Terns. The City shall forthwith issue and .sell the
Bond in the principal .amount of $925,000. The Bond shall be in substan-
tially the form set forth in Exhibit A to the Loan Agreement, which terms
and provisions are hereby approved and incorporated herein. Principal and
interest shall be payable at vorwest Bank Bloomington, fiational Associa-
tion, Bloomington, Minnesota 55431.
3..02. Sale of Bond. The offer of the Bank to purchase the Bond at a
price of $925,000 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 Article 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 statesn
Bond, the proceeds thereof
the Loan Agreement. Exeeut
appropriate officers of the
conclusive evidence of, the
Council of the instrument c
,absence or disability of t~
as, in the opinion of the
without further act or aut
execute all instruments and
such absent or disabled offi
ants contained therein. upon delivery of the
shall be disbursed to the Company pursuant to
on of any instrument or document by one or more
City shall constitute, and shall be deemed the
approval and authorization by the City and the
r document so eecuted. In the event of the.
e Mayor or City i~fanager, officers of the City
~ity Attorney, may act in their behalf, shall
horization of the Council do all things and
documents required to be done or executed by
cials.
4.02. Registration Records. The City Clerk, as bend registrar, shall
keep a bond register in which the City shall provide for the registration
of the Bond and for transfejrs of the Bond. The principal of and interest
on the Bond shall ba paid, to the Bank for the account of the Holder
entitled thereto in Federaljor other immediately available funds. The City
Clerk is authorized and dir~,ected to deliver a certified copy ~f 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 certif icates as I.to entry of the Bond on ttie bond register as
required by the Act and Minnesota Statutes, Section 475.63
4.03. Limitation of th
contained in the Bond br the
thereto, the Bond shall nc
meaning of any coastitutiona
not be payable from or eh
pledged to the payment then
liability thereon, and no h.
__compe~.--any- -exec-else of the ~
interest thereon, or to enfo
City, and the Bond shall r
legal or equitable, upon an
City to perform the covenar
and the Loan Agreement shall
revenues furnished by the
perfrrmance cr the enforceme
officials, officers, agents
liability thereon.
:City's Obligations. ;notwithstanding anything
Loan Agreement or any other documents relating
constitute a debt of the City within the
1, statutory, or charter limitation, and shall
.rged upon any funds other than the revenue
:of , and the City shall no t be subject to an~r
Zder of the Bond shall ever have the right to
axing power of the City to pay the Bond or the
ice payment thereof against any property of the
at constitute a charge, lien or encumbrance,
property of the City, The agreement of the
:s and other provisions contained in the Bond
be subject at all ximes to the availability of
:ompany sufficient to pay all costs of such
~t thereof, and neither the City nor any of its
or employees shall be subject to any personal
4.04. Execution and Delivery. The Mayor, the
City Attorney are authorized and directed to take all
carry out the provisions of ''this Resolutior_ relating
delivery of the bond and they,other documents described
Adopted by the Council this 19th day of De mber,~
~ /~
City :Manager and the
actions necessary to
to the execution and
herein.
3.
~xwor
Attests ' /
City Clerk
The emotion for the adoption of the foregoing resolution was duly
seconded by Councilaember Ludeman and upon vote being taken thereon,
the following voted in favor thereof : Bunce, Kirsch, Ludeman, Priebe,
Mayor Hamilton
and the following voted against: None
whereupon said resolution was declared duly passed and adopted.
STATE QF MINNESOTA
COUN'1"I OF HENNEPIN ) ' s s
GZ'~Y OF RICHFIELD )
I, Salvia K. Bergh, being the duly qualified and acting
clerk of the City of Richfield, Hennepin County, Minnesota.,
. do hereby certify thatlthe foregoing is a true and exact copy
of the council minutes !,of December 19, .1983.. , which
were duiy approved by the City Council of said city on
January 9. 1984 and that the same is on file and of
record in my office<
Given under my hand and'seal
this ~~~~ day of
~~,~~~~~
~~~~ ~-
y vzs. K, 3ergh
City Clem
Ciey of Richfield
Hennepin County, Minnesot