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83-6714R40 CERTIFICATION OF MINUTES RELATING TO 53,900,000 COMMERCIAL DEVELOPMENT REVENUE. BONDS Issuer: City of Richfield, Minnesota Governing Body: City Council Rind, date, time and place of meeting: A regular meeting, held on January 24 ~ I983, at 7:00 0' clock p.m. , at the City Hall . Members present: Bunce, Hassenstab, Kirsch, Ludeman, Priebe, Hamilton Members absent : None Documents Attached: Minutes of paid meeting {pages) : RESOLUTION N0. 6714 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPME;~iT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LEASE, A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LEASE AND PAYMENTS THEREUNDER TO A TRUSTEE, AND A LETTER OF CREDIT FROM GENERAL ELECTRIC CREDIT CORPORATION IN FAVOR OF TEE TRUSTEE, AND AUTHORIZING THE EXECUTION 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 of 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 sand 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 law. WITNESS my hand officially as such recording officer this 24th day of January , 1983. (SEAL) Sylvia K. Bergh, City Clerk Member resolution and moved its adoption: ail Ludeman i RESOLUTION NO. introduced the following 6714 RESOLUTION AUTHORIZING THE SALE .AND ISSUANCE OF COMMERCIAL DEVELO',PMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT, THEREUNDER, SECURED BY PAYMENTS TO B£ RECEIVED PURSUANT TO A LEASE, A PLEDGE AND ASSIGNMENT OF~THE'CITY'S INTEREST IN THE LEASE AND PAYMENTS THEREUNDER TO A TRUSTEE, AND A LETTER OF CREDIT FRt~M GENERAL ELECTRIC CREDIT CORPORATION IN FAVOR OF THE TRUSTEE, AN1~ AUTHORIZING TH£ EXECUTION OF DOCUM£21TS BE IT RESOLVED by, the City Council of the City of Richfield, Minnesota (the 'City) , as follows: Section 1. Authorlization and Recitals. 1.01. General Authority. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real,property and the installation of macrair~ery artd equipment of', any and all kinds and any other personal properties deemed] necessary in connection with a project, as defined in the Act. 1.02.. Proposed Project and. Bonds. Representatives of Dacotah Properties Par er',ship, a Minnesota general partnership (the Tenant.}, have proposed that the City, acting under and pursuant to the Act, issue' and sell its Commercial Development Revenue Bonds (Corporate Travel Building Project) , Series A, dated as of February 1, 1983, in the aggregate principal amount of S3,9OO,OOfl (the Bonds) ,, for the purpose of defraying a portion of the costs of a Project (the Project) , consisting of the acquisition of land and construction thereon of an approximately 61,640 square. foot commercial office building. Pursuant to the proposal, the Project will be leased by the City to the Tenant and the, Tenant will agree to make rental payments sufficient to payi the principal of, premium, if any, and interest on the Bonds. The City will assign its interest in the Lease (as hereinafter defined) to a Trustee (as hereinafter defined). The, City issued on December 22, 1982, its Commercial Development Revenue Bonds (Corporate Travel Building Project) , Series. B, dated as of December I, 1982, in the aggregate principal amount of $900,000 (the Series B Bonds} to finance a portion of the cost of the Project. 1.03. Prior Aa~row aI. On July 14, 1.980, this Council adopted a resolution giving preliminary approval to the Project and authorizing preparation of necessary documents. 1.04. Project Costa The Tenant has advised this Council, and this Council hereby finds,- that the estimated total costs of the Project at the present. time equal appoximately 85,OD0,000, a portion of which will be paid by the Bonds . Pursuant to the Lease , all costs of the Proj ect in excess of the proceeds of the Bonds and the Series B Bonds available therefor are required to be paid by the Tenant. 1.~5. 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 Clerks - (a) a Lease (the Lease) , to be dated as of February I, 1983., proposed to be made and entered into between the City and the Tenant pursuant to which the City will lease the Project to the Tenant; (b) an Indenture of Trust (the Indenture) , to be dated as of February I, 1983, 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 Bonds; (c) an Irrevocable Letter of Credit (the Letter of Credit} , to be dated as of February 1, I983, to be given by General Electric Credit Corporation (GECC) in favor of the Trustee, authorizing the Trustee to draw upon GECC for s was sufficient to pay principal o f and up to l8 months' interest on the Bonds when due; (d) A Disbursing Agreement (the Disbursing Agreement) , to be dated as of February I, I983, among the City, the Tenant, the Trustee, Northland Mortgage Company, Title Insurance Company of Minnesota and GECC; and (e) a Bond Purchase Agreement (the Bond Purchase Agreement) to be executed by the City, Tenant, GECC and Miller & Schroeder Municipals, Inc. (the Underwriter) , relating to the terms and conditions for the purchase of the Bonds by the Underwriter . -2- Section 2. Findings. - It -is hereby found, determined and declared that: (a) the Projects, as defined herein and in the Lease, constitutes 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; (c) the Project',is located in the City, at a site which is readily accessible to employees residing within the City and the sur ro~,und ing community; (d) the Proj ect !will add to the tax base of the City and overlapping taxing' j ur isdictions; (e) the Project 'has been approved by the Commissioner of Securities of the State of Minnesota, as tend ing to further the purposes and policies of the Act; (f) the basic rent payments contained in the Lease are fixed, and are re~~uired to be revised Fromm 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; an~3 the Lease also provides that the Tenant is required to pay a l expenses of the 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 alI taxes levied upon or with respect to the Project and payable during the term of the Lease; -3- {g) under the provisions of Section 474.10 of the Act and as provided in the Lease 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 `r edit or an Alternate Credit {as defined in the Lease) ; no holders 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 'except the Project; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Lease and the Lease and Project; each Bond issued under the Indenture shalt recite that the Bonds, inc? tiding interest thereon., are payable solely from the revenues pledged to the payment thereof and amounts drawn under the Letter of Credit or an Alternate Credit; znd no Bond shall constitute a debt of the City within the meaning of any charter, constitutional or statutory limitation. Section 3. The City is hereby authorized to provide for the acquisition, construction and equipment of the Project and to pledge and assign the revenues therefrom and its interest in the Project and the Lease , all as prow ided in the Lease and the Indenture. The City accepts the conveyance by the Tenant of the real estate described in the Lease. The forms of the Lease, the Indenture, the Disbursing Agreement, 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 Lease, the Indenture, the Di sbursing Agreement, 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 Lease, the Disbursing Agreement, the Rend 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 otter instruments as may be required to give effect to the transactions herein contemplated. Section 4. Official Statement. The Bonds will be offerer 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 -4 - draft of the Official Statement has been prepared and presented to the Council. The City'~,hereby consents to the distribution of the draft of the Official Statement to prospective purchasers of the Bonds. 'The City has not participated in the preparation of the Official Statement, has made no independent investigation with respect to the information contained therein and assumes no responsibility for the sufficiency, accuracy or completeness of such information. ' Section 5. The Bonds; Terms, Sale., Execution and El e______c t ion - 5.01. Authorization, In anticipation of the collection of revenues of 'the Project, the City shall proceed .forthwith to issue the Bonds dated as of February 1, 1983, in the form and upon the term's set forth in the Indenture, the Official Statement and thi's resolution. The Bonds shall be sold by the City to the underwriter in accordance with the Bond Purehase Agreement. The Bonds shall mature February 1, 2013; shall bear interest during the period February 1, 1983 through February 1, 1993 at a rates per annum not °in excess of 12~; and shall thereafter bear inte'~rest for each six month period at a rate equal to the average of the yields reflected in the Index of Twenty-Five Revenue Bonds, as published by The B~ Bu er for the preceding six months; provided that such rate shall not exceed 20 percent per annu#n; and provided , further , that in the even.:. said ?ndex of Twenty'-Five Revenue Bonds is not published in ~ BQ. ~ Bu er at any time after August 1, 1.992, the City will. compile or cause to be compiled as of the business day next preceding an interest payment date a comparable index of municipal. revenue bonds of similar maturities and securities on which the rate of interest'on the Bonds shall be .based. 5.02.. Execution. The Mayor and City Manager are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee , together with' a certified copy o f 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 far the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 5.03. Modifications, Absence of Officers. The approval hereby g~,ven to the various documents referred to above includes an approval Hof 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 approvod by the Mayor and City Attorney prior to the execution of the documents. The execution of any -5- instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the event of the absence or disability of the Mayor, any of the documents authorized 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. + 5.04. Election and Authority .Under Cade. The City hereby elects to have Section I03(b) (6) (D) of the Internal Revenue Code of 1?54, as amended (the Code) , apply to the Bonds, and the Mayor and City Clerk are authorized and directed to file evidence of such election with the Internal Revenue Service and to take such other action as may be necessary to make such election effective. The Mayor or t:~e Czty Clerk are also authorized and directed to execute and file such reports with the Internal Revenue Service as are required by Section 103 (L) of the Code to preserve the exemption from federal income taxation of the interest ©n the Bonds. Section 6. Authentication of Proceedings. The Mayor and City Manager and other officers of the City are authorized and directed to furnish to GECC, the Qnderwriter, and co-bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits a-nd certificates as may be required to show the facts relating to the legality and marketability o f the Bonds a s such facts appear 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 representatiq~s ofjgh City as to the truth of all statements contained_t ein. ~/~ r Attest : ~` ./ City Clerk -6