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83-6751R75 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 Council of the City of Richfield, Hennepin County, was duly held in the City Hall in said City on Monday, April 25, 1983 at 7:00 o'clock p.m., C.T. The following members of the Council were present: Bunce, Hassenstab, Kirsch, Ludeman, Priebe, Hamilton and the following were absent.: Councilmember Ludeman introduced the following resolu- Lion and moved its adoption: RESOLUTION NO~. 6751 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $3,700,000 COMI`1ERCIAL DEVELOPMENT REVENUE BONDS (RICHFIELD'STATE AGENCY, INC. PROJECT) UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER SECURED BY PAYMENTS UNDER A LOAN AGREEMENT AND AN IRREVOCABLE LETTER OF CREDIT FROM F & M MARQUETTE NATIONAL BANK, IN MINNEAPOLIS, MINNESOTA, AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Richfield, Minnesota (the City), as follows: Section I. Authorization and Recitals. 1.01. General Authority. The City is authorised by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and to make secured or unsecured loans to finance the acquisition of rea l property and the acquisition or construction of buildings and improvements on such real property and any and all kinds and any connection with a project, ~ 1.02. Proposed Proj~ Minneapolis, Minnesota {thy State Agency, Inc. (the Col and pursuant to the Act, i Commercial Development Reve (the Bonds), the proceeds o costs incurred by the Com project consisting of the and the remodelling and ads space (the Project). Purs will be loaned by the City payments sufficient to pay City will grant a security received by the City under Trustee (as hereinafter d~ Marquette National Bank, association (the Bank), wi hereinafter defined] to the the Bank will agree to pay redemption,. and up to nine therein provided. the installation of machinery and equipment of other personal properties deemed necessary in ~s defined in the Act. ct and Bonds. Allison-Williams Company of Underwriter) and representatives of Richfield pany) have proposed that the City, acting under ;sue and sell to the Underwriter its $3,700,000 sue Bonds (Richfield State Agency, Inc. Project) which are to be used for the purpose of paying zany in the acquisition and construction of a acquisition of land, related site improvements. ition to an existing building for retail office cant to the proposal the proceeds of the Bonds to the Company and the Company agrees to make .he principal of and interest on the'Bonds. The interest in certain revenues and payments to be he Loan Agreement (as hereinafter defined) to a fined). To further secure the Bonds, F & M n Minneapolis, Minnesota, a national banking .1 issue its Irrevocable Letter of .Credit (as Trustee (as hereinafter defined), under which he principal of, premium if any, upon mandatory months' interest on the Bonds upon the terms 1.03. Preiiminarv City ?~~proval. The Council gave preliminary appro- val of the sale of its revenue bonds pursuant to the Act and the loan of the proceeds to the Company for the acquisition and construction of the Project and authorized the preparation of such documents as may be appro- priate to the Project by the following actions: (a) June 22, 1981, adoption of Resolution No. 6453, calling .for a public hearing o~ the Project; (b) July 1, 1981I~,' publication in the Richfield Sun, the official newspaper of the City, of the notice of public hearing. (c) July 1, 19811, publication in The Minneapolis Star and Minneapolis Tribune, newspapers of general circulation throughout the City, of the notic~ of public hearing; (d) July 20, 1981, adoption of Resolution No. 6469 giving preliminary approval to the Project. 1.04. Documentation. 'I Forms of the following documents relating to the Project and the Bonds Have been prepared and submitted to this Council and are hereby directed to be filed in the office. of the City Clerk: (a) a Loan Agreement. (the Loan Agreement), to be dated as of clay 1, 1983, proposed to be made and entered into between the City and the Company; (b) an indenture of Trust (the Indenture), to be dated as _ of itay 1, 1983, proposed to be made and entered into between the City and F & M Marquette National Bank, a national banking asso- ciation, as trustee (the Trustee); (c) an Irrevocable Letter of Credit (the Letter of Credit), dated as of May 1, 1983, proposed to be given by the Bank in favor of the Trustee for the account of the Company (not executed by City); (d) a Mortgage and Security Agreement and Fixture Financing Statement (the Mortgage), dated as of May 1, 1983, proposed to be made and entered into between the Company and the Trustee (not executed by City); (e) a Letter of Credit and Reimbursement Agreement (the Reimbursement Agreement), dated as of clay 1, 1983, proposed to be made and entered into between the Company and the Bank (not executed by City); (f) a Mortgage and Security Agreement and Fixture Financing Statement (the Bank Mortgage), dated as of May 1, 1983, proposed to be made and entered into between the Company and the Bank (not executed by the City); (g) an Assignment of Rents and Leases, dated as of May i, 1983,. given by. Company to Trustee (the Trustee Assignment); .•(h) an Assignment. of Rents and Leases, dated as of May 1, 1983, given by Company to Bank (Bank Assignment); (i) a Disbursing Agreement Among Trustee, Bank and Title Insurance Company of Minnesota, dated as of May 1, 1983, (the Disbursing Agreement); (j) a Bond Purchase Agreement (the Bond Purchase Agree- ment), proposed to be made and entered into by and between the Underwriter, the City and the Company; and (k) a Preliminary Official Statement, (the Preliminary Official Statement), dated April ll, 1983. (1) an Official Statement (the Official Statement) dated April 25, 1983. Section 2. Findings. It is hereby found, determined and declared that: (a) the Project, as defined herein and in the Loan Agree- ment, constitutes a project authorized by Section 474.02, Sub- division 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 re- taining the location, retention and development of economically sound industry and co erce 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 inl~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 govern- mental services and by assisting the City in meeting its devel- opment objectives for the LHN Redevelopment Project Area; (c) the Project lis located in the City, at a site which is readily accessible to~~,employees residing within the City and the surrounding community;'. (d) the Project ''iadds to the tax base of the City and over- lapping taxing jurisdictions; (e) the Project 'has been approved by the Commissioner of Securities and Real Estate of the State of rlinnesota, as tending to further the purpose and policies of the Act; „(f) the financing of the Project, the authorization of the Bonds in the principall amount of $3,700,000, the execution and delivery of the Loan Agreement, the Indenture and the Bond Pur- chase Agreement and tl~e performance of all covenants and agree- ments of the City contained in the Loan Agreement, the Indenture and the Bond Purchase~Agreement and of all other acts and things required under the Cha,r,ter of the City and the Constitution and laws of the State of~Minnesota to make the Loan Agreement, the Indenture and the BondllPurchase Agreement and the Bonds valid and binding special limiti,ed obligations in accordance with their terms, are authorized by the Act; (g) it is desiratule that a series of Commercial .Development Revenue Bonds in the amount of $3,700,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of .which the City gral,nts to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal, premium, if any, and interest on the Bonds; (h) the loan pa fixed, and are require sary, so as to produc for prompt payment o issued under the Index provides that the. Comb nents contained in the Loan Agreement are to be revised from time to time as neces- income and revenue sufficient to provide principal of and interest on all Bonds :ure when due; and the Loan Agreement also my is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance aganst all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project site and payable during the term of the Loan Agreement; and (i) 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 revenues and payments pledged to the payment thereof; the City is not subject to any liability thereon and 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 revenues and payments under the Loan Agreement pledged to the payment thereof; the fonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues and payments thereof; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely .from the revenues and payments pledged to the payment thereof; and no Bond shall constitute a debt of the Gity within the meaning of any constitutional, statutory or charter limita- tion; provided, however, that nothing contained in this paragraph (i) shall impair the rights of the holders of the Bonds or the Trustee to enforce covenants made for the security of the payment of .principal of, premium, if any, and interest on the. Bonds. Section 3. Approval of Documents. The forms of the Loan Agreement, the Indenture and the Bond Purchase Agreement referred to in Section 1.04 hereof are approved subject to such modifications as are deemed ,appropriate and approved by the City Attorney and the City Manager, which approval shall be conclusively evidenced by execution of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds by the Mayor and City Manager. The forms of the other docu- ments listed in Section 1.04 are approved. The Mayor and City Manager are directed to execute the Loan Agreement upon execution thereof by the Com- pany, to execute the Indenture upon execution thereof by the Trustee and to execute the Bond Purchase Agreement upon execution thereof by the Under- writer and the Company. Copies of all of the documents shall be delivered, filed and recorded 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. Section 4. The Bonds; Terms, Sale and Execution. 4.01. Authorization. The City hereby authorizes the issuance of the Bonds-in the principal amount of $3,700,000 in the form and upon the terms set forth in the Indenture and this. resolution. The Bonds. are hereby sold to the Underwriter at the Purchase Agreement. 4.02. Execution. Th and directed to execute the and to deliver them to the resolution, the other docur certificates, documents and transaction herein contempl eating agent pursuant to Mi 4.03. Modifications, to the various documents modifications thereto, delE necessary and appropriate Manager prior to the exec instrument by the approp3 authorized shall be conclu; in accordance with the ter: Mayor, any of the document may be executed by the acti City Manager by such offic Attorney, may execute such price and upon the terms contained in the Bond Mayor and -City Manager are hereby authorized Bonds as prescribed herein and in the Indenture Trustee, together with a certified copy of this ents required in the Indenture, and such other instruments as may be appropriate to effect the ited. The Trustee is hereby appointed authenti- inesota Statutes, Section 475.55, Subdivision. 1. absence of Officers. The approval hereby given eferred to above includes. an approval of such tions therefrom and additions thereto as may be ind approved by the City Attorney and the City ition of the documents. The execution of any iate officer or officers of the City herein ive evidence of the approval of such documents is hereof. In the absence or disability of the authorized by this resolution to be executed, ig Mayor and in the absence or disability of the ~r of the City who, in the opinion of the City locuments. Section S. Authentication of Proceedings. The Mayor, City Manage are authoxized and- directe bond counsel certified cop relating to the Bonds, and required to show the facts the Bonds as such facts app custody and control or as copies, certificates and a shall constitute representa ments contained therein. r and City Clerk and other officers of the City l to furnish to the Underwriter, the Bank and es of all proceedings and records of the City uch other affidavits and certificates as may be relating to the legality and marketability of ear from the books and records in the officer's therwise known to them; and all such certified :.fidavits, including any heretofore furnished, :ions of the City as to the truth of all state- Section 6. 0£fical SC~atement. The City hereby consen cial Statement and the Offi Preliminary Official Staten of the Bonds. The City h< Preliminary Official Statem independent investigation wa or in the appendix thereto, sufficiency, accuracy or con ~s to the distribution of the Preliminary Offi= cial Statement in substantially the form of the ent by the Underwriter to potential purchasers s not participated in the preparation of the ent or the Official Statement and has made no th respect to the information contained therein and the-City assumes no responsibility for the pleteness of such information. Section 7. Statement of Election. i The principal amount o~~f the Bonds being in excess of $1,000,000, the City "tanager is 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. Passed and Adopted this 25th day of A Attest: Cit Clerk Sylvia K. Bergh The motion for the adoption of the foregoing Resolution was duly seconded by Bunce and upon vote being taken thereon the following voted in favor thereof: Bunce, Hassenstab, Kirsch, Ludeman, Priebe, Hamilton and the following voted against or abstained: None whereupon said resolution was declared duly passed and adopted. STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) CITY OF RICHFIELD ) SS. I, the undersigned, be City of Richfield, Minnesc compared the attached and f ping the duly qualified and acting Clerk of the eta, do hereby certify that I have carefully ~regoing extract of minutes of a regular meeting of the City Council heldlon Monday, April 25, 1983, with the original thereof on file in my office and I further. certify that the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of the C'ity's $3,700,000 Commerical Development Revenue Bonds (Richfield State Agency, Inc. Project), WITNESS "Iy hand as Clerk and the corporate seal of the City this day of ' 1983. ~I (SEAL) Sylvia K. Bergh City Clerk City of Richfield, Minnesota