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HomeMy WebLinkAbout80-017RESOLUTION N0, 80 -17 RESOLUTION RELATING TO $200,000 COMMERCIAL. DEVELOPMENT REVENUE NOTE; AUTHORIZING THE ISSUANCE THEREOF. PURSUANT TO MINNESOTA.STATUTES, CHAPTER 474 WHEREAS, it is proposed that the City of pior Lake, Minnesota (the Municipality) issue its and sell Commercial Development Revenue Note (Abrams, Lynch, Keenan & Spagnolo Project) (the Note) in the principal amount of $200,000 to Park National Bank of St. Louis Park (the Lender), and that the Municipality loan the proceeds of the Note, to Abrams, Lynch, Keenan &= Spagnolo, a,- Minnesota partnership (the Borrower), pursuant to a Loan Agreement (the Loan Agreement) to be entered into between the Municipality and the Borrower, for the purpose of paying portion of the costs of a project (the Project) to which this Council has c given preliminary approval by Resolution adopted: July 23,'1979, as ?amended by Resolution adopted June 23; 1980; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Prior Lake, Minnesota as follows: rf Section 1. Definitions. Unless the context hereof clearly requires otherwise, the terms defined in Section' 1.1 of the Loan Agreement shall, when used with initial capital letters herein,' have the meanings, ascribed to them in said Section I.I. Section 2. Findings It is hereby found and declared that: r' (a) The Project constitutes a "project"' authorized by Section 474.02, subdivision la, the of Act. (b) The our pose.of the Project is, and the effect thereof will be to promote the public welfare by the attraction, encouragement and development of economically -sound industry and commerce so as to prevent the as' emergence of of to rehabilitate, so far as. "possible, blighted and marginal hands ani areas'of °g chronic unemployment; the retention of industry to use the ;.. -avail able resources of the community in order to retain• the benefit'of its existing investment in educational and public service facilities halting the movement of talented, educated personnel of mature age to other areas t .; • � ,. :. ,.-. +�«#i+.ya.. xNWiiNiRt�'dn'a^v+w.'aw'aw � �+riW+�.t+rc �.. h+ and thus preserving the economic and human resources needed as a base fo.r providing governmental services and facilities; more intensive development of land available in the community to provide an adequate and better balanced tax base to finance the increase in the amount' and cost of governmenta`1 services. (c) The Project when completed will add to the tax base of the Municipality, and will accordingly be of direct benefit to the taxpayers of the Municipality as well as 'those of the overlapping taxing districts in which the Project ib located. -The Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the (e) The financing of the Project, the issuance' and sale of the Note, the execution and delivery of. the Loan Agreement, the Assignment and Pledge Agreement (the Pledge) and the Loan Disbursement Agreement (the -` Disbursement Agreement) and the performance of all covenants and agreements of the Municipality p y contained in the :Loan Agreement, the Pledge and the Disbursement Agreement are - authorized by: the Act, and all other acts -and things required under the Constitution- and 'laws of_,the 5 i' State of Minnesota to be done, to exist or to be performed t 5 .,. to make the Note, the Loan Agreement,, the Pledge and the { Disbursement Agreement, when executed and delivered as th;prein and herein g g ,r provided,: valid and bindin obli -of the Municipality enforceable in accordance with their 1�`I terms, have been done, do exist and have been performed ,,as ) so required, (f) ` �'It is desirable that the Note , in the +: principal amount of $200,000 be` 'issued by the Municipality a upon, the terms set forth herein, and that the Municipalit,. "assign its interest in the Loen' Agreement and grant a security interest" therein to' the Lender as` security for the payment of, the principal of and interest and premium, if any, on"the Nate. (g) The 'loan , payments required by the Loan c F _Agreement are fixed; and recuired' to be revised' from time ._ to time as necessary, so as 'ltp, produce income and revenue sufficienft to provide for pfrinpt payment Hof principal of and interest on the Note issued under this Resolution when due. U t .; • � ,. :. ,.-. +�«#i+.ya.. xNWiiNiRt�'dn'a^v+w.'aw'aw � �+riW+�.t+rc �.. V f 1 J r I, (}r) ;. 1lnder the provisions of Minnesota Statutes, Section 4'4.10, and as to be provided in the Note, the Note is not'to be payable from nor charged upon any funds " of the:Municipality other than the revenue under the Loan Agreement pledged to the payment thereof; the Municipality is not subject to any liability thereon,; no Holder of the Note shall ever have-the right to compel any exercise of the taxing of the power Municipality to pay the Note or" the,,interest thereon, nor to enforce payment thereof w against any property of the Municipality except the Project, or portions thereof, mortgaged or' ; encumbered by the Mortgage; the Note issued hereunder shall recite that the Note, including interest thereon, is -' payable solely from the revenue under- the Loan Agreement pledged to the payment' thereof; and the Note shall not " constitute a debt of the Municipality within the meaning of any constitutional, statutory or charter limitation; provided', however, that nothing contained in this paragraph (h) shall. impair the rights of the Holder or Holders of the Note to enforce covenants made for the , security thereof as provided in' Minnesota Statutes 474.11. Section 3. Authorization and Sale .'�:' 3.1.- Authorization The Municipality is authorized by ` z .. the Act to issue revenge bonds and "loan the proceeds' thereof to b,I ;siness ehterprises to finance the ° acgysitiar. =.! and construction of "projects' as defined in the Act, :, ,,,and u I to: make all "pontra „qt's, execute all instruments and. i`o all things necessary or convenient in the ex''cise of such ` authority, °;. 3.2. PiikimInary AEproval by Municipality By „a preliminary resolution duly adopted by the Council on July, 23 ' , ." , 1 9 7 9, ' as amended by Resolution adopted June 23, , 19$a this = Council approved!, the sale ' of industrial development revenue bonds pursuant to the Act and the loan Of the proceeds to the Borrower for the acquisit1on,' construction equipping of the Project .and authorizeie� the ' - preparation of such documents as 'ma ,, be a '”" y a ppropriate to t 9 Project. The `Note' constitutes an industrial development revenue bond in contemplation of the Act and -said "preliminary resolution. -° 3.3. 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 how, or shall - be, placed onffile in the office of the,City Manager: (a) the Note: (Exhibit A attached hereto); �1 o -3- a L x (b) the Loan Agreement; (c) the Pledge;; <r (d) the Mortgage and Security Agreement and Fixture Financeng Statement; (e'), the Disbursement Agreement; (f) the Assignment if Lease; and (g) the Guaranty. ' The forms of the documents listed in (a) through (g) above , are approved, with such variations,` insertions and additions as are deemed appropriate by the parties and approved by the City `Attorney. , n Section 4. Authorizations Upon the completion of the Loan Agreement, the Pledge and the Disbursement Agreement, approved in section 3.3 hereof, and execution thereof_ by the Borrower, and the '1e'nder, ' as the case may be, the Mayor,, and the City Manager_ shall `execute the same on ,behal.f of . ,. the Municipality, and shall execute. the, Note .in substantially the form as set forth in Exhibit A ;attached R. hereto an behalf .of the Municipality, and shall ex such �atEer'certifications, documents or instruments as bond counselor counsel for the Lender shall require,; subject to the approval of the City Attorney, and all= certifications, recitals and representations therein' shall constitute the certificates, recitals and representations j. of the Municipality. Execution of any instrument or "' document by one or more appropriate officers of the Mun�ycipahity shall constitute, and ;shall be-deemed the „, c evidence of-, the approval and, `author ization',b th`” Municipality and the City Council of the inst;rumenf or document so executed.' In the absence or `disabili'ty 'of the- Mayor,.any of the documents authorized by this,resol�;tion ' to .be executed,' shall be executed by the acting Mayor,,,' arid,„ in the °absence of the City Manager, by such officer of,the ' - Municipality wh'o, in opinion of the City- Attorney , ay " execute such documents. _ Section 5. The Note 5:1., Form and Authorized Amount of Note The Note shall be issued substantially in the form set forth -in Exhibit A attached hereto and a part hereof, with such appropriate variations, omissions and insertions as are permitted or required by this resolution, in the principal:; -4- <, amount of $200,000. The terms of the Note _are set forth in Exhibit A attached hereto,,and-such ' terms, including but not limited to interest rate, dates and amount of payment of principal and interest, redemption and l prepayment privileges, are incorporated by reference herein. ,.. 5.2. Execution. The Note shall be executed on behalf of the Munic;ipa ity by the signatures of the, Mayor and the City Manager", and shall be sealed with its corporate- 9 _ seal.' In case any officer whose signature shall appear on " -J the Note shall cease to be such officer before the delivery thereof, such signatures shall nevertheless be valid and sufficient for all purposes. 5,3. Mutilated, Lost and Destroyed Note,,, "In case the Note shall become mutilated or be destroyed or lost, ,the Municipality shall cause to be executed and,,delivered a y new Note of like outstanding principal amount and tenor in. }' exchange and substitution for and upon canceZation of the mutilated Note, or in lieu of and' in substi ution for "such,,, Note destroyed or lost, upon; the;Holder's paying the reasonable expenses and.charges of the Municipality in connection therewith, and in case the Note is destroyed or l- ost,.:its filing "with the Municipality evidence ..satisfactory to it "of such d Y destruction or,less. r 5.4. • Assignment . The Note may be assigned by the Holder thereof, from time to time, by endorse `4Rn thereon or by 1 separate written instrument, provided ' aN notic4 of any such assignment: shall be given in writingo, the Municipality Ou and the Borrower.' At the request of the Holder, the Note shall be registered on the books of °the City, subject to the conditions,,set forth in.the form of Note, - Exhibit A attached hereto. 5.5. Delivery and Use of Proceeds Prior to delivery of the Note, the documents referred to in Section 3.3 hereof shall be completed and executed in form and substance as, approved: by the City Attorney. The Municipality shala,.. execute and deliver the Note` to the Lend4r; together 'faith }!; a' duly certified" copy of -this Resolution, original, "executed counterparts of the Loan Agreement; fhe Pledge and' the Disbursement Agreement,,. and -such closing certificates, opinions and related documents as are - required by'bond counsel,. Upon de1 of the Note and the above items to��- the Lender, the Lender shall - on behalf of the Municipality, pay the proceeds of the Notes to the Disbursing Agent, which shall disburse sudh, proceeds to'or " upon the order of the torrower.'iri`.paympnt of ' rojec* Costs 5 pursuant to the provisions of the Loan Agkeement and the Disbursement Agreement anc� the proceeds�so d sbursed" °- Shall be deemed to haVe been disbursed the 'Municipality. for the account :;of, `. i 198'0. Adopted by the Council this 8 - ih` da y�`uf. SepCember r 7 4 `. mayor - Attest; +` C ty anage t iA I// FS Y4i iz / r(1 I t Yl } r V O Z) ,r w y ; I � elf � -6- ri v F tn .