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HomeMy WebLinkAbout82-057 CERTLFICATION OF MINUTES RELATING TO $3,tIfl0,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE - EG,T.C., Inc. Project) Issuer:. City of Lakeville, Minnesota Governing Body: City Council Rind, date, time and place of meeting: A regular meeting, held on August 16, 1982, at ~:oo o'clock P.M. , at the City Hall. Members present: Nelson, Jensen, Zaun, Sindt, Enright Members absent: None Documents Attached: .Minutes of said meeting (pages): RESOLUTION i1O. 82-57 RESOLUTION RELATING TO $3,000,000 INDUSTRIAL. DEVELOPMENT REVENUE NOTE; AUTHORIZING THE ISSUANCE THEREOF PURSUANT T4 MINNESOTA STATUTES, CHAPTER 474 I, the undersigned, ,being the duly qualified and acting recording .officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully. compared with the original. records of said corporation in my legal custody, .from which .they have .been transcribed; that said .documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of .all resolutions. and other actions taken .and of all documents approved by the governing body. at said meeting, so far as they relate to said.©gligations; and that said meeting was duly held by the governing body at the .time and placeand was attended throughout by the members indicated above, pursuant to call and notice of such meeting. given. as required by law. WITNESS my .hand officially as su~hrecordin officer this loth day of August 98 Patri~k..McGarvey, City Clerk Name and Title (SEAL.) Member Enright introduced the following resolution and moved its adoption: RESOLUTION NO 82 -57 RESOLUTION RELATING TO $3,000,000 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 Lakeville, 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 Loan Agreement the Assignment of Loan Agreement from the City to the Lender; Assignment of Rents the Assignment of Rents and Leases from the Obligor to the Lender; City the City of Lakeville, Minnesota, its successors and assigns; Corporate Guaranty the Guaranty from the Corporate Guarantor to the Lender; Corporate Guarantor General Parts, Inc., a North Carolina corporation, it's successors and assigns; Fixtures those items defined as such in the Loan Agreement; Guarantors the Corporate Guarantor and the Individual Guarantors; Holder the Lender or its registered assigns; Improvements the 100,000 square foot office, warehouse and distribution facility, and related improvements, required by the Temporary Loan Agreement to be constructed on the Land, and any fixtures and personal property acquired with Temporary Note proceeds and installed therein or elsewhere on the -Land; Individual Guarantors 0. Temple Sloan,. Jr. and C. Hamilton Sloan, their heirs, representatives, successors and assigns; Land the real estate described in Exhibit A to the Mortgage; Lender F M Marquette National, 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 Financing Statement, from the Obligor, as mortgagor, to the Lender, as mortgagee; Note the $3,000,000 Industrial Development Revenue Note (G.T.C., Inc. Project) to be issued by the City pursuant to this Resolution; Obligor G.T.C., Inc.., a South Dakota corporation, and its permitted successors and assigns under the Loan Agreement; Organizational Documents the following documents, in form and substance acceptable to the Lender: (i) an opinion of counsel 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 and the City, as the case may be, enforceable in accordance with their terms; (ii) resolutions of the Obligor and the Corporate Guarantor authorizing the execution of the documents referred to in Section 3.03 of this Resolution to which it is a party (iii) Bylaws of the Obligor and the Corporate Guarantor, certified as full, true and correct by the Secretary of the Obligor and the Corporate Guarantor; and (iv) Articles of Incorporation and a Certificate of Good Standing of G.T.C., Inc., certified as of a recent date by the Minnesota Secretary of State; -2- Personal Guaranty the Guaranty of even date herewith from the Individual Guarantor to the Lender; Project the Land, the Improvements 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 this resolution of the City, adopted August 16, 1982 authorizing the issuance of the Note; and Temporary Loan Agreement the Loan Agreement between the City and Warehouse Realty Company, dated January 29, 1981, relating to the Temporary Note; Temporary Note the Industrial Development Revenue Note (Warehouse Realty Company Project), dated January 29, 1981, in the principal amount of $2,950,000 issued by the City to the Lender pursuant to the Temporary Loan Agreement; and 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 Section 474.02, Subdivision 1 of 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; 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 Project, now completed, adds to the tax base of the City, and is accordingly of direct benefit to the taxpayers of the City as well as those of the County and School District in which the Project is located; -3- (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 Project was temporarily financed by the issuance of the Temporary Note under Section 474.07 of the Act in the original principal amount of $3,000,000. The principal balance of the.Temporary Note outstanding is now $2,950,000. The Obligor under the Temporary Loan Agreement was Warehouse Realty Company "Warehouse Realty a partnership whose sole partners were the Individual Guarantors. Warehouse Realty has assigned, and the Obligor has assumed, all rights and obligations of Warehouse Realty under the Temporary Loan Agreement, and Warehouse Realty has conveyed title to the Project to the Obligor. (f) the financing of the Project, the issuance and sale of the Note, the execution and delivery of the Loan Agreement, and the Assignment of Loan Agreement, and the performance of all covenants and agreements of the City contained in the Note, the Loan Agreement, and the Assignment of Loan 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 Note and the Assignment of Loan Agreement valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (g) it is desirable that the Note 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; (h) the payments contained in the Loan Agreement are fixed, and are 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 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 -4 (i) 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 or 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 to 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 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 thereof to business enterprises to finance the acquisition and construction of "projects" as 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. 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 now, or shall be, placed on file in the office of the Clerk: (a) Loan Agreement; (b) Mortgage; (c) Assignment of Loan Agreement; (d) Assignment of Rents and Leases; (e) Corporate Guaranty; (f) Personal Guaranty; and (g) form of Note. -5- 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. Section 4. Authorizations Upon the completion of the Loan Agreement and the Assignment of Loan Agreement and the execution thereof by the other parties thereto, 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 band 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 in substantially 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 $3,000,000. The terms of the Note are set forth therein, and such terms, including 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 shall 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 -6 multilated Note, or in lieu of and in substitution for 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 indemnifi- cation and 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 $3,000,000, 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 of the proceeds of the Note to pay in -full the Temporary Note, and shall disburse the remaining proceeds of the Note to the Obligor for payment or reimbursement of costs of issuance of the Note. Section 6. Limitations of the City's Obligations Notwithstanding anything contained in the Note, the Loan Agreement, the Assignment of Loan 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, the Assignment of Loan Agreement and the -7- other documents listed in Section 3.03 hereof shall be subject at all times to the availability of revenues furnished by the enforcement thereof, and the City shall not be subject to any personal or pecuninary liability thereon. Adopted: August 15, 1982. or Attest: City irk (SEAL) The motion for the adoption of the foregoing resolution was duly seconded by Member Zaun and upon vote being taken thereon, the following voted in favor thereof: Nelson, Jensen, Zaun, Sindt, Enright and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. -8-