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
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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.
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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.
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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