Loading...
HomeMy WebLinkAboutCity Council Resolution 1977-319Councilmember Hunt introduced the following resolution and moved its adoption: RESOLUTION NO. 77_319 RESOLUTION AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE NOTE (BURGESS PROJECT) BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota, as follows: Section 1. Definitions. In this Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Assignment: the Assignment of the Loan Agreement to be executed by the City and delivered to NKNL; Building Service Equipment: all apparatus, machinery, devices, furniture, fixtures, appurtenances, equipment and personal property of the Obligors from time to time installed in or used in connection with the operation or maintenance of the Improvements, and in particular, without Iimiting the generality of the foregoing, the following: light poles, lamps and lanterns, awnings, shades, screens and blinds; asphalt, vinyl, composition and other floor, vrall and ceiling coverings; partitions, doors and hardware; elevators,'. escalators and hoists; heating, plumbing and ventilating ap;?aratus; gas, electric and steam fixtures; chutes, ducts and tanks; oil burners, furnaces, heaters, incinerators and boilers, air cooling and air conditioning equipment; washroom, toilet and lavatory fixtures+' and equipment; engines; pumps, dynamos, motors, generators, electrical wiring and equipment; tools, snow removal, lawn care and general cleaning equipment; trucks, tractors and other motor vehicles; building supplies, lobby decorations and window washing hoists and equipment; garage equipment and gardening and landscaping equipment; swimming pool, recreational furniture and equipment, refrigerators, dishwashers, disposals, ranges and other kitchen appliances; and all additions thereto and replacements thereof; City: the City of Plymouth, Minnesota, its successors and assigns;� Commitment: the letter of commitment from Northwestern National Life Insurance Company ("NWNL") to Northland Mortgage Company dated October 15, 1976, consisting of 16 pages, as amended by a letter from the Obligors to Northland Mortgage Company dated October 29, 1976, and as further amended by a letter of NWNL, dated April 5, 1977, pursuant to which NSVNL, subject to the conditions therein stated, commits to purchase the Note; W ZmI.•-ovements: all buildings, structures or improvements now or hereafter located on t.,e Land, all paved parking areas and ok-her facilities used in Connection with the operation thereof, and all alterations and additions thereto and all replacements thereof; Interim Lender: Rauenhorst Corporation, its successors and assigns; Land: the real property described in the Mortgage and Loan Agreement; Loan Agreement: the Loan Agreement to be executed by and between the City and the Obligors; Mortgage; the Mortgage to be executed by the Obligors in favor of NWNL; Note: the $905,000 Industrial Development Revenue Note (Burgess Project) to be issued by the City pursuant to this Resolution; RWNL: the Northwestern National Life Insurance Company, its successors and assigns; Obligors: Ralph D. Burgess, Jr. and Carol Burgess, their heirs and assigns; Project: the Land, Improvements and Building Service Equipment as they may at any time exist; Resolution: this.re;olution of the City authorizing the issuance of the Note. Section 2. Authorization and Sale. 2.01. Preliminary Approval. By preliminary resolution duly adopted by the Council on September 13, 1976, the Council approved the issuance of revenue bonds (hereinafter called "the Note") pur— suant to the Act and the loan of the proceeds thereof to the Obligors for the acquisition within the City of certain real property and the construction and installation thereon of the Improvements and Building - Service Equipment suitable and designed for use as a facility for the manufacture of food processing equipment. By letter dated November 3 , 1976, the Project, and the issuance of the Note to finance the costs thereof, was approved by the Minnesota Commissioner of Economic Development in accordance with the provisions of Minnesota Statutes, Section 474.01, subdivision 7. 2.02. Public Purpose. It is hereby found and determined that the Project, and the issuance of the Note to finance the costs thereof, will provide additional emplo"�,-ment opportunities for residents of the City and will provide an increased tax base for the City and overlapping taxing jurisdictions, thereby serving the public interests of the City and its inhabitants. 2.03. Approval of Documents. Pursuant to the above, there have been prepared and presented to this Council copies of the follow- ing documents, all of which are now, or shall be, placed on file in the office of the City Clerk, and which are hereby approved substan- tially in the form presented, subject to such modifications as are acceptable to the parties and shall be determined necessary or desirable by the City Attorney to assure compliance with law and fulfillment of the intent and purpose thereof: (a) Loan Agreement, by which it is proposed that the City shall loan the proceeds of the Note to the Obligors, and the Obligors shall agree to repay the loan; and (b) Assignment, whereby the City will assign its interest in the Loan Agreement to NWNL. Section 3. The Note. 3.01. Form of Note. The Note shall be printed, type- written or reproduced in substantially the form attached to this Resolution as Exhibit A. 3.02. Execution. The Note shall be executed on behalf of the City by the s— ignattuures of its Mayor and City Manager, and attested by its City Clerk, and shall be sealed with its corporate seal. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes. 3.03. Delivery and Use of Proceeds. Prior to the de- livery of the Note, the documents referred to in Section 2.03 shall be completed and executed in form and substance as approved by the City Attorney, together with such other certificates, financing statements, documents or instruments as may be required by the City Attorney, counsel for NWNL and bond counsel. Upon receipt of the Note, NWNL is hereby authorized, on behalf of the City, to apply the proceeds thereof to payment of costs of the Project (including the repayment of all funds heretofore advanced by the Interim Lender) upon compliance with the provisions of the Commitment to the satisfaction of NWNL and upon receipt of such documentation as NWNL may reasonably require. The Obligors or NWNL shall pro-. viae the City with a full accounting of all funds disbursed for costs of the Project. 3.04. Mutilated, Lost and DestrqyE� d Note. In case the Note shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new note of like principal amount, number and tenor in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of and in substitu- tion 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 the Note is destroyed or lost, its filing with the City -3- evidence satisfactory to it that s,ich Note was destro%ed or lost, and furnishing the City with indemnity satisfactory to it. if the; mutilated, destroyed or lost Note has already matured or been oiled for redemption in accordance with its terms it shall not i)�-_ necessary to issue a new Note prior to payment. 3.05. Re istration of Transfer. The City will cause to be kept at the o face of the City Clerk a. Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of owner- ship of the Note. The Note shall be transferable upon the Note Register by the holder thereof in perso._ or by its attorney duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the holder or its duly authorized attorney. Upon such transfer the City Clerk shall note the date of registration and the name and address of the new holder in the tiote Register and in the registration blank appearing on the Note. Alternatively, the City shall, at the request of the holder issue new notes, in aggregate principal amount equal to the outstanding principal balance of the Note, and of like tenor except as to number, prin- cipal amount, and the amount of the monthly installments payable thereunder, and registered in the name of the holder or such trans- feree as may be designated by the holder. The City may deem and treat the person in whose name each note is last registered in the Note Register and by notation on the Note as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes. Section 4. A rovals and Authorizations. The 'Mayor, City Manager and City Clerk are hereby aut r zed and directed to execute the Loan Agreement, Assignment and Note on behalf of the City, and deliver them to NWNL, and shall also execute such other certifications, financing statements, documents or instruments as bond counsel or counsel for NWNL shall require, subject to i:he approval of the City Attorney, and all certifications, recitals and representations therein shall constitute the certifications, recitals and representations of the City. 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 Councij. of the instrument or document so executed. In the event of the absence or disability of the Mayor, City Manager or City Clerk such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Council do all thing, and execute all instruments and documents required to be done or executed by such absent or disabled officals. -4- _, l Section 5. Limitation of the City's Obligations.. Notwithst-.ending anything contained in the Note, the Loan Agreement or any o; -.`ter documents described in Section 1 hereof, the Note small not: constitute a debt of the City within the -meaning of any caristitution,:l or statutory limitation, and shall not be payable frov; or charged upon any funds other than the revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Note shall ever have the rirlht 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 any property of the City, and the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Councilmember Spaeth seconded the motion, and upon a vote thereon the following voted in favor thereof: Mayor Hilde, Councilmen Hunt, Seibold and Spaeth and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. -5- _1 J STATE OF MINNESOTA) COUNTY OF HENNEPIN) SS. ) CITY OF PLYMOUTH ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Plymouth, Minnesota, hereby certify that I have carefully compared the foregoing extract of the minutes of a special meeting of the City Council of said City held on June 27, 1977, with the original thereof on file in my office, and the same is a full, true and complete transcript therefrom as it relates to the Burgess Development Project in the City. WITNESS My hand as City Cleric and the corporate seal of the City this 29th day of June , 1977. (SEAL) r City Clem City of Plymouth, Minnesota