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82-6690R16 CERTIFICATION OF MINUTES RELATING TO $900,000 COMMERCIAL DEVELOPMENT REVENUE BONDS Issuer: City of Richfield, Minnesota Governing Body; City Council. Kind, date, time and place of meeting: A regular meeting, held en November 22, 3982, at 7:00 o'clock p.m., at the City Beall. Members present: Bunce, Kirsch, Ludeman, Hamilton Members absent: Hassenstab Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 6690 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO HE RECEIVED PIIRSUANT TO A LOAN AGREEMENT, A FLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND A LETTER OF CREDIT FROM THE FIRST NATIONAL BANK OF SAINT PAUL IN FAVOR OF THE TRUSTEE, AND AUTHORIZING THE EXECIITION OF DOCUMENTS I, the undersigned, being the duly qualified and acting recording officer. of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records o= said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by Iaw. WITNESS my hand officially as such recording officer .this 22nd. day of November, 1982. Signature (SEAL) Sylvia K. Bergh, City Clerk Member eman introduced the following resolution and moved its adoption: RESOLUTION N0. 6690 RESOLUTION AUTHORIZING THE SALE®AND ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA N:UNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINAIJCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUAl~*T TO A LOAN AGREEMENT, A PLEDGE AND ASSIGNMENT OF THE'CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND A LETTER OF CREDIT FROM THE FIRST NATIONAL BANK OE' SAINT PAQL IN FAVOR OF THE TRUSTEE, AND AtTTHORIZING THE EXECUTION OF ~OCgi+!iENTS BE IT RESOLVED by the City Council of the City of Richfield, Minnesota (the City), as follows: Section 1. Acthorization and Recita 1.01. General Authority. The City is authorized by Minnesota Sta- to s, ChTter"474, as amended (the Act), to issue .its revenue bonds and to make secured or unsecured loans to finance the a,equisition of real property and the acquisition or constru',ction of buildings and srprovemesats on such real property land the installation of machinery and equipment of any and all kinds and any other personal properties deemed necelssary in connection with a project, as defined in the Act.' I.02. Proposed Pr',o,ect and Bonds. Representatives of Dacotah Properties, a Minnesota general partnership (the Obligor), have proposed that the City, acting under and pursuant to the Act, issue and sell its Commercial Development Revenue Bo ds (Corporate Travel Building Project), Series B i,n he aggregate principal amount of SgOQ,~~UtJ '~che .Bands), for the purpose of defrayinq~ a pardon of the Costs of a Project ( the Project) consisting of the acquisition of Viand and construction thereon of an approximately 61,66.0 s~uare foot commercial office building. Pursuant to the proposal,. the proceeds of the. Bonds will be loaned by the City to the Obligor and the Obligor agrees to make', payments sufficient to pay the principal of, premium, ' if any, and interest on the Bands. The City will as-sign its interest in the Loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defined). I.03. Prior Approval. On July 14, 1980, this Council adopted a resolution giving creliminary approval to the Project and authorizing preparation of necessary documents. 1.04. Pro'e~ ct Cost. The Obligor has advised this Council, and this Council hereby finds, that the estimated total costs of the Project at the present time ecual appoximately $5.,000,000, a portion of which will be paid by the Bonds. It is the intention of the Obligor to finance the remaining costs from an additional series of revenue bonds to be issued pursuant to the Act; however, pursuant to the Loan Agreement, all costs of the Project in excess of the proceeds of the Bonds available therefor are required to be paid by the Obligor. 1.05. Documentation. Forms of the following documents relating to the Project have been prepared and submitted to this .Council. and are hereby directed to be filed with the City Clerk: (a) a Loan Agreement (the Loan Agreement), to be dated as of December I, 1982, proposed to be made and --- - _-.,--- entered into between the City and the Obligor pursuant to which the City Ioans the proceeds of the Bonds to the Obligor; (b) an Indenture of Trust (the Indenture), to be dated as of December 1, 1982, proposed to be made and entered into between the City and First Trust Company of Saint Paul, as trustee (the Trustee), creating and authorizing the issuance of and establishing the terms and conditions of the Sonds; _ ~ ._ __. _. . (c) an Irrevocable Standby Letter of Credit (the Letter of Credit), to be dated as of December 1, 1982, to be given by The First National Bank of Saint Paul (the Bank) in favor of the Trustee, authorizing the Trustee to draw upon the Bank for sums sufficient to pay the aggregate principal of and interest on the .Bonds when due; and (d) a Bond Purchase Agreement (the Bond Purchase Agreement) to be executed by the City, Obligor, Hank and Miller & Schroeder Municipals, Inc. (the Underwriter) relating to the terms and conditions for the purchase of the Bonds by the Underwriter. • III Section 2. Filndings. It is hereby ~~,found, determined and declared that: (a) the Project, as defined herein and in the Loan Agreement, consti'Itutes a project authorized by Section 474.02, Subdivision la of the Act; (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by encouraging and retaining the location, retention and development of economically sound industry and commerce within the City so as to prevent, so far as possible, the emergence of•blighted and marginal lands and areas of chronic unemployment; by .promoting the use of available resources of the community thereby retaining the benefit of its existing investment in educational and public service facilities; by '',discouraging the movement of talented, educated personnel of mature. age to other areas, thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and by encouraging more intensive development of land in the City to provide an ', adequate and better balanced tax base to finance the increase in the amount and cost of governmental services;' {c3 the Project is located in the City,. at a site which is readily accessible to employees residing within the City and the' surrounding community; (d ) the Praj clot will add to the tax base of the City and overlapping ta',xing jurisdictians; (e) the Project has been approved by the Commissioner of Securit',ie of the State of Minnesota, as °tending to further the purposes and policies of the Act; (f) the loan payments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides,that the Obligor is required to pay all expenses of the i operation and maintenance of the Project, including, but', without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes levied upon or with respect to the Project and payable during the term of the Loan Agreement; (91 under the provisions of Section 474.10 of the Act and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof and amounts drawn under the Letter of Credit; the City is not subject to any liability thereon and no ho3ders of the Bonds. shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bands shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the. Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof and amounts drawn under the Letter of Credit; and na Bond shall constitute a debt of the City within the meaning of any charter, constitutional or statutory limitation. 3. Authorization and A ~roval of the Project L©an Agreement, Bon Purc ase Agreement an In enture. The City is hereby authorized to provide far the acquisition, construction and equipment of the Project and to pledge and assign the revenues therefrom and its interest in the Loan Agreement, all as provided in the Loan Agreement and~the Indenture. The forms of the Loan Agreement, the Indenture, the Bond Purchase Agreement and Letter of Credit referred to in Section 1.05 are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the Mayor; approval of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds shall be conclusively evidenced by execution thereof by the Mayor and City Manager. The Mayor and City Manager are .directed to execute the Loan Agreement, the Bond Purchase Agreement and the Indenture in the name of and on behalf of the City. Copies of all of the documents shall be delivered as provided therein. The Mayor and City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 4. Official Statement. The Bonds will be offered for sale by the Underwriter to the public by means of an Official Statement (the Official Statement). As of the date of adoption of this resolution, a draft of the Official Statement has been pry The City hereby conse~ of the Official State3 Bonds. The City has i of the Official Stater investigation with re: therein and assumes n< accuracy or completenE :pared and presented to the Council. its to the distribution of the draft lent to prospective purchasers of the io t participated in the preparation gent, has made no independent ~pect to the information contained responsibility foz the sufficiency, ~ss of such information. 5. The Eonds;, Terms, Sale and Execution. _ _ _ _ _ 5.01. Authorization. In anticipation of the _.. collection o revenues, of the Project, the City shall proceed forthwith to issue its Bonds dated as cf December 1, 1982, in t'he fora and upon the terms set forth in the Indenture, the ',Official Statement and this resolution. The Bonds shall be sold by the City to the Underwriter in accordance with the Bond Purchase Agreement. The Bonds shall mature December ~1, 2012; shall bear interest during the period December 1,..,2982 through December 1, 1992 at a rate per ,annum not in 'excess of 12~c; and shall thereafter bear interest for eachlsix month period at a rate equal to the average of the Bond Buyer Municipal Revenue Bond Index for the preceding six months. 5.02. Execution. ~~~The Mayor and CityManager are hereby author~.zed and directed to execute the Bonds as prescribed herein aisd in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section .475.55, Subdivision I. 5.03. Modifications, Arisence of Officers. The approval, hereby given to the various documents referred to above includes an approval of such final details therein as may be necessary and appropriate and such modifications thereto, (deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Mayor and City Attorney prior to the execution of the documents. The execution of any instrument by the appropriate officer or ',officers of the City herein authorized shall be conclusive evidence of the approval of such docwaents in accordance with the terms hereof. In the event of the absence or disability of the Mayor, any of the documents author-sized by this resolution to be executed, may be executed by the acting Mayor and in the event of the absence or'disability of the City Manager by such officer of the City who, in the opinion of the City Attorney, may execute such documents. 6. Authentication of Proceedings. The Mayor and City Manager ana other officers of the City are authorized and directed to furnish to the Bank, as agent for the original purchasers, and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of -the Bonds as such facts apgear from the books and records in the officer's custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, excluding any heretofore furnished, shall constitute represea~~tatiort~ the City as to the truth of all statements ~o wined t ein. / ; r Attest: j Sylvia K. Bergh Ci Clerk ohn Hampton Mayor The motion for the adoption of the foregoing resolution was duly seconded by Member Kirsch , and upon vote being taken thereon, the following voted in favor thereof: Bunce, Kirsch, Ludeman, Hamilton and the .following voted against the same: None November 22, 7.982 whereupon said resolution was declared duly passed and adopted and-was signed by the Mayor whose signature was attested by the City Clerk.