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80-6344R99 EXTRACT OF MINUTES OF MEETING OF'THE CITY COUNCIL OF _ THE CITY OF RICHFIELD,~HENNEPIN COUNTY, MINNESOTA Pursuant to due call :and notice hereof, a regular meeting of- the City- Council of the City. of Richfield was duly held on Monday, the 8th day of December, .1980, at 7:60 'o'clock p.m. The following members of the Council were present; Bunce, Collins, Ludeman, Luettinger, Priebe and the following were absent: None Councilmember Ludeman. introduced the following resolution and moved its adoption, the reading of which was dispensed with by unanimous consent: RESOLUTION NO. 6344 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $275,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (CANTEEN COMPANY OF MINNESOTA PROJECT) SERIES 1980, PURSUANT TO MINNESOTA .STATUTES, CHAPTER 474 WHEREAS, the City of Richfield (the "City") is authorized by the Minnesota Municipal Industrial Development Act, as amended, (the "Act") to issue its revenue notes and to make secured or un- secured 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 properties deemed neces- sary in connection .with a project, as defined in the Act; and WHEREAS, the City ha Six Fold Real Estate Compa partnership, for the consi improvement of land in th ping. thereon of an add building to be leased b Minnesota, a Minnesota coy which are also general pa: food processing plant (t character contemplated by vided by the. Act; and _ made the necessary arrangements with y (the."Company"), a Minnesota general =uction of a project consisting of the City and the construction and equip- tion to a multi-purpose commercial the Company to Canteen Company-of oration the principal shareholders of tners of the Company, to be used as - a e "Project"}, which will be of the and will accomplish the purposes. pro- WHEREAS, it has beendetermined that a note in the principal amount of $275,000 should be issued, sold and delivered to pro- vide proceeds for a loan I~1to be made. to the .Company to pay a part or all of the cost of the ',Project; NOW, THEREFORE, BE I'T RESOLVED By the City Council of the City of Richfield, Minnesota, as follows: 'ARTICLE ONE DEFINITIONS, EXHIBITS AND GENERAL PROVISIONS Section 1-1. Definitions. In this-Resolution the following terms have the following '', respective meanings unless the context hereof clearly requires otherwise: Act: the Minnesota !, Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Note: the Commercial Development Revenue Note (Canteen Company of Minnesota Project) .Series -1980, in the aggregate principal amount of $275,10.00, to be issued by the City pursuant to this Resolution, sometimes referred to herein as "the Series 1980 Note"; Note Register: the register .maintained by the City .pursuant to Section 2-14 hereof;. City: the City of Richfield, Minnesota, its. successors and assigns; I - Code: the Internal Revenue Code of 1954, as amended; Company: Six Fold Real Estate Company, a Minnesota general partnership, and its successors and assigns, and any surviving,. resulting or transferee entity which may assume its obligations. in accordance with the provisions of the Agreement; Cost: the sum of ';the Project cost items enumerated in Section 4.04 of the Loan Agreement; ', 2 Holder: when used with respect to the Note, the registered Holder thereof; Loan Agreement: the Loan: and Note Purchase Agreement dated December 23, 1980 between and among the City, the Bank and the Company and any amendments or supplements thereto: Mortgage: that certain Combination Mortgage,. Security Agreement and Fixture Financing Statement by the Company to the Bank dated December 23, 1980; Payment~Date:, a date on which an installment of interest or of principal and interest is due on the Series 1980 Note;. Pledge Agreement: the Pledge Agreement, dated December 23, 1980, by which the City assigns to Purchaser its rights under the Loan Agreement as security for the Note; Purchaser: The. Midway National Bank of St. Paul, Minnesota, (sometimes referred to ws "the-Bank"); to. Resolution: this Resolution, including any amendment there- Section 1-2. Rules of Interpretation. (l) This Resolution shall be interpreted in accordance with and governed by the laws of the State of Minnesota. (2) The words "herein" and "hereof" and "hereunder" and words of similar import, without reference to any particular section or subdivision, refer to this Resolution as 'a whole rather.. than to any particular section or subdivision hereof. (3) References in this Resolution to any particular arti- cle, section or subdivision hereof are to the designated article,. section or subdivision of this Resolution as originally adopted. (4) Any terms not defined herein but defined in the Loan Agreement. or the Mortgage shall have the same meaning herein unless the context hereof requires otherwise. (5) The headings of articles and sections hereof are for convenience only and are not a part of this Resolution. (6) Unless the context hereof clearly requires otherwise, the singular shall include the plural and-vice versa and the masculine shall include the feminine and vice versa. I~'IARTICLE TWO APPROVAL OF,DOCITJMENTS: GENERAL PROVISIONS RELA'~ING TO THE NOTE ~ ~ -. Section 2-1. Authori Act to .issue revenue not business enterprises to f~ of "projects." as defined execute all- instruments, venient in the exercise of ration. The City is authorized by the es and loan the proceeds thereof to zance the .acquisition and construction n the Act, and to make all contracts , and do all things necessary or con- such authority. Section 2-2. Preliminary City Approval: Approval by Com- missioner of Securities. IBy preliminary resolution duly adopted by this Council on October 13, 1980 the Council gave preliminary approval to the sale of revenue notes. 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 Note. The Commissioner of Securities of the Stat',e of Minnesota approved the Project on November 24, 1980. ', Section 2-3. Approval of Documents. Pursuant to the above, there have been prepared and presented to this Council copies of the following documents, aill 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 modifica- tions as are acceptable ',to the parties and the City Attorney:. (a) the Loan Agreement; (b) the Pledge Agreement; (c) the Mortgage; (d) the Disbursing '',,Agreement (not to be executed by the City); and ', (e) the Guaranty (not to be executed by the City). Section 2-4. Form and Authorized Amount. The Note shall be issued substantially in '',the form set forth in Article Three hereof with. such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accor- dance with the further provisions of this Article and Article Three. The total principal amount of the Note to be delivered hereunder is expressly limited to $275,000. Section 2-5. Execution.. .The Note may be in typewritten form and shall be executed on behalf of the City by the manual signatures of the Mayor and City Manager and shall have the of- ficial seal of the City laffixed or imprinted thereon. In case. any officer whose signature appears on the Note shall cease to be 4 such officer before the delivery -of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Section 2-6. Mutilated,~Lost and Destroyed Note. In case the Note 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 Note of like amount,. number, maturity date-and tenor in exchange and substitution for and upon cancellation of such mutilated Note 'or in lieu of and in substitution .for such. Note destroyed or lost, upon the Holder's paying the. reasonable expenses and charges of the City in connection therewith, and, in case of a Note destroyed or Lost, his filing with the City evi- dence 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 Note has already matured. or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. Section 2-7. Optional Redemption. The Note is subject to redemption and prepayment, in whole or in part, on any Payment Date,~~,at a price of the principal amount to be prepaid plus accrued interest to date of redemption. Section 2-8. Notice: Redemption. Notice of redemption shall be given by first class. mail, postage prepaid, mailed by the Company not less than 30 days prior to the redemption date, to the Holder of the Note at the last address appearing on the Note Register. Section 2-9. Partial Redemption .of a Note. The principal amount of the Note to be called for redemption pursuant to Section 2-7 hereof shall be applied in reduction of the principal amount of the Note redeemed in inverse order of Payment Dates. Upon such redemption the Note may, upon the written request of the Holder accompanied by a certificate of the Company Represen- tative that such redemption and prepayment has been made, be surrendered to the City which shall forthwith execute and deliver to the Holder thereof, without charge, a new Note in the aggre- gate principal amount equal to the unredeemed portion of the Note so surrendered.. In case the entire principal amount of the Note is redeemed and prepaid, the Note shall be surrendered to the City for cancellation and shall not be reissued, and no new Note shall be issued in lieu of the prepaid principal amount of the Nate. Section 2-10. Exchange of Notes.. Subject to the provisions of Section 2-13, the registered Holder of the Note, may request the. City to issue a new note in exchange for the outstanding principal amount of the Note. Such request shall be made in writing to the-City at least fifteen days in advance of the date of exchange, which date shall be a Payment Date and upon surren- der of the Note to be exchanged at the office of the City Clerk in Richfield, Minnesota. The Purchaser requesting such exchange shall bear all expenses new note shall bear. inter exchanged and shall be in the then unpaid principal and annually in the same unpaid installments of pri form, and with .necessary proved by the City_Attorne n connection with such exchange. The ;st at the same rate as the Note to be an aggregate principal amount equal to amount of such Note, maturing serially amount, and on 'the same dates as- the :~cipal of the Note and shall be in .such modifications thereto as shall- be ap- y and bond counsel to the City... _~~ Section 2-11. CancG~llation. .When. the Note has been,re- deemed and paid in full,iit shall be cancelled by the City and shall not be reissued. ~I~The Holder shall deliver to the' City either the cancelled-Note or a certificate -of a responsible officer of the Holder certifying as to the destruction thereof. Section 2-12. Registration: Securities Act. The Note has not been registered underlthe Securities Act of 1933, as amended (the "Securities Act") of any state securities Taws for initial distribution, and the Note has been. sold. initially only to the Bank pursuant to the investment representation of the Purchaser. Section 2-13. Rego cause to be kept at .the. c in which, subject to sucY scribe, the City shall pr of ownership of the Note upon the Bond Register by its attorney duly author Note together with a writ to the Clerk and the City or its duly authorized shall note the date of rE the. new registered owner Alternatively, the City s Holder issue a new Not amount equal to that of t except as to principal am Holder or such transfese The City may deem and tre last registered in the Nc as the absolute owner t balance or any part them ceiving payment of or on demption price or interes shall be initially registf stration Of Transfer. The City .will ffice of the City Clerk a Bond Register reasonable regulations as it may pre- wide for the registration of transfers The Note. shall be transferable on7_y the then Holder thereof in person or by zed in writing, upon surrender of the ten instrument of transfer satisfactory Attorney, duly executed by the Holder ttorney. Upon such transfer the City gistration and the name and address of in the Bond Register and on the Note. ial,l, at the request and expense of the :, in aggregate. outstanding principal .he note surrendered, and of like tenor ount, and registered in the name of the as may be designated by the Holder. at the person in whose name the Note is to Register and by notation on the Note hereof, whether or not the principal ,of is overdue, for the purpose of re- account. of the principal balance, re- t and for all other purposes.. The. Note :red in the name of the Bank. Section 2-14. Cessa'~tion and Continuation of Interest. In- terest on the Note shall', cease on its payment in full. If the Note is not presented for payment when due and funds sufficient to pay the Note shall hlave been paid to the Holder, (i) all liability of the City for payment of the Note shall forthwith cease and (ii) the Holder of the Note shall thereafter have no rights with respect thereof except to receive payment therefor. 6 ARTICLE THREE AUTHORIZATION AND SALE: TERMS AND CONDITIONS OF THE NOTE -~ - Section 3-l. Approval of Terms. The City shall forthwith issue and sell the_Note in the principal .amount of $275,000. -The Note shall -be in substantially the form set forth hereto in Exhibit I which terms and provisions are hereby approved and incorporated herein. Principal. and interest shall be payable at The Midway National Bank of St. Paul, Minnesota. Section 3-2. Sale of Series 1980 Note. The offer. of the Bank to purchase the Series 1980 Note at a price of $275,000 in accordance with the terms of the Loan Agreement is hereby. found to be reasonable and .is accepted. .Pursuant to the Loan Agreement the Bank has agreed to pay the purchase price of the Note in installments in the form of Advances to the City up to the auth- orized principal amount of the Note to be loaned to the Company to pay Project Costs aTl as provided in Article III of the Loan Agreement and in this Resolution.. Section 3-3. Delivery of the Note. The Note shall be delivered to the Bank upon payment of all or part of the purchase price on the Closing Date as defined in the Loan Agreement, and upon compliance with all conditions of Section 3.06 of the Loan Agreement relating to closing and delivery. ARTICLE FOUR .APPROVALS AND AUTHORIZATION: LIMITATIONS OF CITY OBLIGATION Section 4-1. Authorization: Authentication of Transcript. Upon the execution of the documents approved in Article Two hereof, the .Mayor and City Manager are authorized and directed to execute the Note on behalf of the City and to deliver it to the Bank, and to execute such other certifications, documents or instructions as may be required by the Loan Agreement, or as bond counsel or counsel for the Bank shall require, subject to the approval of the City Attorney, and all certifications, recitals and representations of the City. Upon delivery of the Note, 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, such officers of the City as, in the opinion of the City Attorney, may actin their behalf, shall without further act or authorization of the Council do all things 7 and execute all instruments and. documents required to be done or executed by such absent or disabled officials.. Section 4-2. Registration Records. The City Clerk, as bond registrar, .shall keep. a note register in which the City shall provide for the registration of the Note and for transfers of-the Note. The principal of and interest on the Note shall be paid:to the Bank for the account of the Holder entitled thereto in Fed- eral or other immediately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Note Resolution to the CountyjAuditor of Hennepin County, together with such other ~informati'on as the- County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Note. on his note register as ,required by the Aet and Minne- sota Statutes, Section 475'';.63 Section 4-3. Limt',ation of the City's. Obligations. Not- withstanding anything cont~,ained in the Note or the Loan Agreement or any other documents relating thereto,, the Note shall not constitute a debt of the (City within the meaning of any consti- tutional, statutory or charter limitation,. and shall not be payable .from or charged ,upon any funds other than the revenue pledged to the payment the',reof, and the City shall not. be subject to any liability thereon,'', and no holder of the Note shall ever have the right to compel !any exercise of the taxing power of the City to pay the Note or the interest thereon, or to enforce payment thereof against a!ny property of the City, and the Note 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 Note .and the Loan Agr'',eement 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. Section 4-4. Execution and Delivery. The Mayor, the City Manager, the City Clerk and-the City Attorney are. authorized and:. directed to take all actions necessary to carry out the provi- sions of this Resolution '',relating to the execution and delivery of the documents described herein. Passed by the City Council', of the City of Richfield this. 8th day o December, 1980. ', ATTEST: Sylvia Bergh Acting City erk l l Donald J. Prieb Mayor 8