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HomeMy WebLinkAbout81-003 CERTIFICATION OF MINUTES RELATING TO $3,000,000 INDUSTRIAL DEVELOPMENT REVEIJUE NOTE (Warehouse Realty Company Project) Issuer: City of Lakeville, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting, held on Monday, January 5, 19$1, at ~~30 o°clock P.M., at the City Hall. Members present: Spande, Lekson, Zaun, Sindt, Nelson Members absent: None Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 81-3 RESOLUTION AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOP- MENT ACT AND THE SALE AND ISSUANCE OF A COMMERCIAL DEVELOPMENT REVENUE NOTE TO FINANCE THE PROJECT, AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certifying 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 carrect 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 bonds; and that said meeting was duly held by the governing body at the time and place and 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 such recordin~~~ officer this 5th day of January, 1981 Patri c3~McGarvey, ,j City Clerk-Administrator w Councilmember Zaun introduced the following resolution and moved its adoption: RESOLL'I'IOP~ I~'O . 81-3 _ RESOLUTIO=. AUTHOP.IZING TT-?E AC4UISI^_IO'_~ A~'D CONSTRUCTION OF A PROJECT U'D'DER THE MINNESOTP. r:'Jr:ICIPAL II~7DUSTRI?-~L DEVELOP- MENT ACT P.ND TN.E SALE A1QD I S SU A`. CE , OF A COMMERCIAL DEVELOPMENT REVENUE NOTE TO FINANCE THE PROJECT,. AND AUTHORIZING THE EXECUTIO<1 OF VARIOUS DOCUMENTS BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota, as follows: 1. 1t has been proposed that the City issue its Industrial Development Revenue Note (Warehouse Realty Company Project) (the "Note"), in the principal amount of 53,000,000, to finance the cost of acquiring land and constructing and equipping thereon a 100,000 square foot office, warehouse and distribution facility in the City (the "Project"), on behalf of Ylarehouse Realty Company, a 'North Carolina general partnership (the "Obligor"). The Council gave preliminary approval to the proposal by .resolution duly adopted August 18, 1980. It is now proposed that the City, to provide funds to temporarily finance the costs of the Project, issue the t7ote pursuant to Section 4'74.07, Minnesota Statutes, the principal amount of the Note to be paid from proceeds of revenue bonds of the City to be issued, at the request of the Obligor and subject to Minnesota and U nited States laws then in effect, at or prior to the maturity of the Note. The proceeds of the '~1ote will be loaned by the City to the Obligor and the Obligor agrees to make payments sufficient to pay the principal of and interest on the Note, notwithstanding the `act that it is anticipated that revenue bonds of the City will be issued at or prior to the maturity of the Note and the proceeds thereof used to pay the principal amount of the Note. Pursuant to the preliminary resolution and to document the foregoing transaction, the following documents relating to the Project have been submitted to the Council and are now, or shall be placed, on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement"), proposed to be made and entered into between the City and the Obligor, r (b) Assignment of Loan Agreement (the "Assignment"), proposed to be made from the City- to rarquette National Bank of Minneapolis (the "Bank."); (c) Mortgage and Security Agreement and Fixture Fi:cn~ing Statement (the ",9ortgage"), proposes to be mace and entered into between the Obligor and the Bani:; (d) Construction Loan Agreement (the "Construction Loan Agreement"), proposed to be made and entered into among the Obligor, City and Bank; and (e} Form of Note. 2. It is hereby found, determined and declared that: (a) the Project to be financed constitutes a "project" authorized by Section 474.02, subd. 1, Minnesota Statues; (b) the purpose of the Project, as defined in the moan Agreement, is, and the effect thereof will be (i) to encourage the development of economically sound commerce in the City, (ii) to increase the tax base of the. City- and overlapping jurisdictions, and (iii) to provide additional employment opportunities for residents of the City and surrounding areas; (c) the Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Municipal Industrial Development Act (the "Act"); ` (d) it is desirable that the Obligor be authorized, in accordance with the provisions of Section 474.03(6), Minnesata Statutes, and subject to the terms and conditions set forth in the Construction Loan Agreement and Loan Agreement, which terms and conditions the City determines to be necessary, desirable and groper, to provide for the construction of the Project by such means as shall be available to the Obligor and in the manner determined by the Obligor, and with or without advertisement for bids as required for the construction and acquisition of other municipal facilities; (e) it is desirable that the Note in the amount of $3,000,000 be issued by the City to the Bank, and that the City's interest in the Loan Agreement and the payments receivable pursuant thereto be pledged to the Bank as security for the payment of principal and interest on the . Note; (f) the City wiJ_1 use i_ts best efforts, at the request or the Obligor and subject to Minnesota and United States laws then in effect, to issue revenue bonds pursuant to the Act in an amount and at such time as is necessary to pay the principal amount of the Note at or prior to the maturity thereof; .but the inability on the part of the City to do so shall not affect the obligations of the Obligor under the Loan Agreement; (g) the payments required by the Loan Agreement are fixed, and required to be revised from time ~o time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal and interest on the Note; and the Loan Agreement and Mortgage also pro- vide 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 in- surance against all liability for injury to persons or prop- erty arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Pro- ject and payable during the term of the Loan Agreement; (h) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Loan Agreement and Note, the Note is not to be payable from nor charged-upon any funds 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 rowers of the City to pay the Note or the interest thereon, nor to enforce payrnent thereof against any property of the City except the Project mort- gaged by the Note; the Note shall not constitute a charge, lien or encumbrance, legal. or equitable, upon any property of the City except the Project; the Note shaJ_1 recite tha'~ it is payable solely frorl 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. 3. The general. form of Loan Agreement, Assign- ment, Construction Loan .Agreement and Note referred to in paragraph J_ are approved. The documents may be modified prior to execution if such modifications do not in any way change the rights or obligations of the City as set forth therein. The City Clerk-Administrator and the Mayor are directed to execute the documents in the name and on behalf of the C~ ty. 4. In anticipation of the collection of revenues of the Project, the City shall proceed f_orthwi_th to issue the Note in the principal amount of 53,000,000 to the Bank, which is hereby authorized to disburse -the proceeds to the parties entitled thereto in payment or reimburse- ment for Project costs ir. accordance with the terms of the Construction Loan Agreement. 5. The principal amount of the Note being in excess of $1,000,000, the City Clerk-Administrator is hereby authorized and directed on behalf of the City to execute and file with the Internal Revenue Service a statement of election to issue its obligations in excess of $1,000,000 as provided by Section 103(b){6){D) of the Internal Revenue Code of 1954, as amended, and Section 1.103(b)(2){vi) of the Regulations promulgated thereunder. 6. The Mayor, City Clerk-Administrator and ether officers or the City are authorized and directed to prepare and furnish to the purchaser of the Note and bond counsel certified copies of all proceedings and records of the City relating to the Note, and such other affidavits and certificates as may be required by bond counsel, and approved by the City Attorney, to show the facts relating to the legality and marketability of the Note. pprov f; ~ % ' Mayor Attest: r~l-(/ ~f ~li~i'` K 't- City Clerk-Admistrat ~p/r The foregoing resolution was duly seconded by Councilmember Nelson and upon vote being .taken thereon, the folowing voted in favor: spande, Lekson, Zaun, Sindt, Nelson; and the following voted against the same: None whereupon the resolution was declared duly passed and adopted.