HomeMy WebLinkAboutCity Council Resolution 1981-561CITY OF PLYMMIM
Pursuant to due call and notice thereof, a special meeting of the City
Council of the City of Plymouth, Minnesota, was Weld on t e 8th day of
September , 19_&. The following members were present: Mayor Davenport,
�m ri)�yt. Neils. Schneider and Threinen
ling members were sent: none
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Cguncjlmember Hoyt introduced the following Resolution and moved
itsadoption:
RESOLUTION NO. 81-561
RESOLUTION RELATING TO $1,250,000
INDUSTRIAL DEVELOPMENT REVENUE NOTE;
AUTHORIZING THE ISSUANCE THEREOF PURSUANT
TO MINNESOTA STATUTES, CHAPTER 474
BE IT RESOLVED by the City Council of the City of
Plymouth, Minnesota, as follows:
Section 1. Definitions
1.01. 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 of Rents: the Assignment of Rents and
Leases from the Obligor to the Lender;
Building: the 18,222 square foot building now
located on the Land to be acquired by the Obligor and
the 10,043 square foot addition to be constructed
thereon;
City: the City of Plymouth, Minnesota, its
successors and assigns;
Fixtures: those items defined as such in the
Mortgage;
Guarantors: Dennis E. Watt and David B.
Peterson, the general partners of the Obligor;
Guaranty: the Guaranty Agreement, executed by
the Guarantors;
Holder: the Lender or any person to whom the
Note aYB en assigned pursuant to Section 5.04 of
this Resolution;
Land: the real estate described in Exhibit A to
the Mortgage;
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Resolution No. 81-561
Page 2
Lender: First Robbinsdale State Bank, its
successors and assigns;
Loan Agreement: the Loan Agreement to be
executed by and between the City and the Obligor;
Mortgage: the Mortgage and Security Agreement
and Fixture inancing Statement, between the Obligor,
as mortgagor, and the Lender, as mortgagee;
Note: the $1,250,000 Industrial Development
Revenue Note (Aggressive Investors Project)
(Watt/Peterson, Inc., Lessee) to be issued by the City
pursuant to this Resolution;
Obligor: Aggressive Investors, a Minnesota
limited partnership, its successors and assigns, which
may assume its obligations in accordance with the Loan
Agreement;
Or anizational Documents: the following
documents, each of w c s a l be in form and
substance acceptable to the Lender:
(i) a copy of the Partnership Agreement,
certified by a partner;
(ii) Articles of Incorporation of the Tenant,
certified as of a recent date by the
Secretary of State of Minnesota; and
(iii) an opinion or opinions of counsel reasonably
acceptable to the Lender indicating that
each of the documents referred to in Section
3.03 of this Resolution have been duly
executed and delivered and are legal and
binding obligations of the Obligor, the
Guarantors, the Tenant and the City,
enforceable in accordance with their terms;
Pledge Agreement: the Pledge Agreement to be
executed by the City, pursuant to which the City
grants a security interest in the Loan Agreement to
the Lender;
Project: the Land, the Building and the
Fixtures, as they may at any time exist;
Project Costs: those items of Project Costs
defined in Section 1.01 of the Loan Agreement;
Resolution No. 81-561
Page 3
Resolution: this resolution of the City, adopted
September 8, 1,981 authorizing the issuance of the
Note; and
Tenant: watt/Peterson, Inc., its successors and
assigns, and any surviving, resulting or transferee
corporation which may assume its obligations in
accordance with the provisions of the Lease.
Section 2. Findings. It is hereby found and
declared that:
(a) the real property and improvements described
in the Loan Agreement and the Mortgage constitute a
Project authorized by the Act;
(b) the purpose 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 emergence of or to rehabilitate, so far as
possible, blighted and marginal lands and areas of
chronic unemployment; the retention of industry to use
the available 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 and thus preserving the economic and
human resources needed as a base for 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
governmental services;
(c) the Pr ject when completed will add to the
tax base of the city, and will accordingly be of
direct benefit to the taxpayers of the City as well as
those of the County and School District in which the
City is located;
(d) the Project has been approved by the
Commissioner of Securities and Real Estate of the
State of Minnesota as tending to further the purposes
and policies of the Act;
(e) the financing of the Project, the issuance
and sale of the Note, the execution and delivery of
the Loan Agreement and the Pledge Agreement, and the
performance of all covenants and agreements of the
Resolution No. 81-561
Page 4
City contained in the Note, the Loan Agreement and the
Pledge Agreement and of all other acts and things
required under the Constitution and laws of the State
of Minnesota to make the Loan Agreement, the Pledge
Agreement and the Note valid and binding obligations
of the City in accordance with their terms, are
authorized by the Municipal Industrial Development Act;
(f) it is desirable that the Note in the amount of
$1,250,000 be issued by the City upon the terms set
forth herein, and that the City grant a security
interest in the Loan Agreement to the Lender as
security for the payment of the principal of and
interest and premium, if any, on the Note;
(g) the payments contained in the Laan Agreement
are fixed, and required to be revised from time to
time as necessary, so as to produce income and revenue
sufficient to provide for prompt payment of principal
of and interest on the Note issued under this
Resolution when due, and the Loan Agreement also
provides that the Obligor is required to pay all
expenses of the operation and maintenance of the
Project including, but without limitation, adequate
insurance thereon and all taxes and special
assessments levied upon or with respect to the Land
and payable during the term of the Loan agreement; and
(h) under the provisions of Minnesota Statutes,
Section 474.10, and as provided in the Loan Agreement
and in the Mortgage, the Note is not to be payable
from nor charged upon any funds of the City other than
the revenue pledged to the payment thereof; the City
is not subject to any liability thereon; no holder of
the Note shall ever have the right to compel any
exercise of the taxing power of the City t(, pay the
Note or the interest thereon, nor to enforce payment
thereof against any property of the City; the Note
shall not constitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City; the
Note issued hereunder shall recite that the Note,
including interest thereon, is payable solely from the
revenue pledged to the payment thereof; and the Note
shall not constitute a debt of the City within the
meaning of any constitutional or statutory limitation.
Section 3. Authorization and Sale
3.01. Authorization. The City is authorized by
the Act to issue revenue bonds and loan the proceeds
Resolution No. 81-561
Page 5
thereof to business enterprises to finance the acquisition
and construction of •projects' a,s defined in the Act, and
to make all contracts, execute all instruments and do all
things necessary or convenient in the exercise of such
authority.
3.02. Preliminary City ApprovalApprovalt Increase in
Authorised Amount. By prelim1nary resolution duly adopted
y the Council July 2o, 1981 (the Preliminary Resolution),
this Council approveTlthe sale of the Note in the
approximate amount of $950,000 pursuant to the Act and the
loan of the proceeds to the Obligor for the acquisition of
the Land and Building and construction thereon of the
Project suitable and designed for use as and office and
printing facility to be leased to the Tenant and
authorized the preparation of documents appropriate to the
Project.
Because of increased costs of construction of the
Project, the Obligor has requested this Council to
Increase the authorized amount of the Note from $950,000
to $1,250,000.
This Council has considered the Obligor's request
to amend the Preliminary Resolution to reflect the
increased principal amount of the Note from $950,000 to
$1,250,000 and hereby finds it in the best interests of
the City to so amend the Preliminary Resolution. The
Preliminary Resolution is hereby amended by deleting the
figure '$950,000,' wherever it appears and substituting
therefor the figure '$1,250,000." The Preliminary
Resolution is in all other respects confirmed.
3.03. Apiproval of Documents. Pursuant to the
above, there have been prepared an presented to this
Council copies of the following documents, all of which
are now, or shall be, placed on file in the office of the
Clerk:
(a) Loan Agreement=
(b) Mortgage;
(c) Pledge Agreement;
(d) Assignment of Rents;
(e) Guaranty.
The forms of the documents listed in (a) through (e) above
are approved, with such variations, insertions and
Resolution No. 81-561
Page 6
additions as are deemed appropriate by the parties and
approved by the City Attorney.
Section 4. Authorizations. Upon the completion
of the Loan Agreement and the Pledge Agreement approved in
Section 3.03 hereof and the execution thereof by the
Obligor and the Lender, as the case may be, the Mayor and
the City Clerk shall execute the same on behalf of the
City and shall execute the Note in substantially the form
set forth in paragraph 5.01 hereof on behalf of the City,
and shall execute such other certifications, documents or
instruments as bond counsel or 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 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 Council of the instrument or document
so executed.
Section 5. The Note.
5.01. Form and Authorized Amount. The Note
shall be issued substantially in the form set forth in
Exhibit A attached to this Resolution with such
appropriate variations, omissions and insertions as are
permitted or required by this Resolution and shall be in
the total principal amount of $1,250,000. The terms of
the Note are set forth therein, and such terms, included
but not limited to provisions as to interest rate, dates
and amount of payment of principal and interest and
prepayment privileges, are incorporated by reference
herein.
5.02. Execution. The Note shall be executed on
behalf of the City by the signatures of the Mayor and the
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
thereof, such signature shall nevertheless be valid and
sufficient for all purposes.
5.03. Multilated Lost and Destroyed Note. In
case the Note shan become multilated or be destroyed or
lost, the City shall cause to be executed and delivered a
new Note of like principal amount and tenor in exchange
and substitution for and upon cancellation of the
multilated Note, or in lieu of and in substitution for
Resolution No. 81-561
Page 7
such Note destroyed or lost, upon the Holder's payment of
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 satisfactory evidence of
such loss or destruction.
5.04. Assignment. The Note may be assigned by
the Holder, from time to time, by endorsement thereon or
by separate written instrument; provided that notice of
any such assignment shall be given in writing to the City
and the Obligor.
5.05. Delivery and Use of Proceeds. Prior to
delivery of the Note, the documents referred to in Section
3.03 hereof shall be completed and executed in form and
substance as approved by the City Attorney and an original
executed counterpart of each such document shall be
delivered to the Lender, together with the Organizational
Documents. The City shall thereupon deliver to the Lender
the Note in the total principal amount of $1,250,000,
together with a copy, duly certified by the City Clerk, of
this Resolution and such closing certificates as are
required by bond counsel.
Upon delivery of the Note and the above items to
the Lender, the Lender shall, on behalf of the City,
disburse the proceeds of the Note to the Obligor in
reimbursement of Project Costs. The Lender or the Obligor
shall provide the City with a full accounting of all funds
disbursed for Project Costs.
Section 6. Limitations of the City's
Obligations. Notwithstanding anything contained in the
Note, the Loan Agreement, the Pledge Agreement or any
other documents referred to in Section 3.03 hereof, the
Note shall not constitute a debt of the City within the
meaning of any constitutional or statutory limitation, and
shall not be payable from 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 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 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. The agreement
of the City to perform the covenants and other provisions
contained in this Resolution or the Note, the Loan
Agreement or the Pledge Agreement and the other documents
listed in Section 3.03 hereof shall be subject at all
Resolution # 81-561
Pegs 8
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times to the availability of revenues furnished by the
enforcement thereof, and the City ahall not be subject to
any personal or pecuninary liability thereon.
The motion for the adoption of the foregoing Resolution was duly seconded
and upon vote being taken thereon, the
fol voxw in Unr reo : Mayor Davenport, Councilmembers Hoyt,
Cn
Voted a#uwt or to
Wwreupon the Resolution was declared duly posse t
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