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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 RRR RRR 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; RRR 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 r 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 AAA AAA AAA