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City Council Resolution 1985-34RESOLUTION NO. 85- 34 A RESOLUTION OF THE CITY OF MONTICELLO AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $1,075,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (RAINDANCE PARTNERSHIP) ("NOTE"), WHICH NOTE AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, AND AN ASSIGNMENT OF LOAN AGREEMENT; APPROVING THE FORM OF A COMBINATION FIRST MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT, AN ASSIGNMENT OF RENTS AND LEASES, AND A BUILDING LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE; AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDER OF SAID NOTE WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), as found and determined by the Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement and develop- ment of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; and WHEREAS, factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population, and the need for development and use of land which will provide an adequate tax base to finance these increased costs; and WHEREAS, the City of Monticello (the "City"), desires to expand the business and employment opportunities, and the available tax base for the City and to promote the redevelopment of property within the City; and WHEREAS, the City of Monticello is authorized by the Act to enter into a revenue agreement with any person, firm, or public or private corporation or federal or state governmental person, firm or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and WHEREAS, the Act further authorizes the City to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment, or extension of such project; and WHEREAS, the City has received from Raindance Partnership, a Minnesota general partnership, a Minnesota a Minnesota general partnership (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act, said project to be the acquisition and construction of a commercial building (the "Project") in the City; and WHEREAS, by Resolution 85-17, adopted on October 15, 1985 (the "Preliminary Resolution"), the City determined that, on the basis of information provided to it by the Developer and others, the effect of the Project, if undertaken, would be to encourage the development of economically sound commerce in the City, increase the assessed value of property within the City, increase current employment opportunities for residents of the City and surrounding areas, and to facilitate the redevelopment of property within the City, all to the benefit of the residents and taxpayers of the City; and WHEREAS, by the Preliminary Resolution, the City approved the proposal of the Developers that the City undertake to provide financing for the Project 'and gave preliminary approval of the Project, including the issuance, sale and delivery of the $1,075,000 Commercial Development Revenue Note (Raindance Partnership) (the "Note"), subject to final approval by the City of Monticello; and WHEREAS, the approval of this Project by the Commissioner of the Minnesota Department of Energy and Economic Development has been or will be obtained by the Developer, and such approval is a requirement under the Act before the Note can be issued; and WHEREAS, the City of Monticello proposes to finance the undertaking of said Project under the Act by the issuance of the Note of the City of Monticello under this resolution as hereinafter defined; and WHEREAS, the Note issued under this resolution will be secured by a mortgage and lien on said Project and a pledge and assignment of the Loan Agreement, as hereinafter defined, and of the revenues derived by the City from the Loan Agreement, and said Note and the interest on said Note shall be payable solely from the revenue pledged therefor and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the City or a charge against its or their general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in said Project, 2 NOW, THEREFORE, BE IT RESOLVED BY CITY OF MONTICELLO: 1. That the City of Monticello finds, determines and construction of the Project within the City will expand employment opportunities within the City, will expand the tax will promote the redevelopment of property within the City, an and assist the City and the School District. declares that the the business and base of the City, d will generally aid 2. That the City of Monticello finds, determines and declares that but for the availability of tax-exempt financing, the Project would not otherwise have been undertaken in the City. 3. That for the purpose of financing the acquisition, construction and installation of the Project, there is hereby authorized the issuance, sale and delivery of the Note. The Note shall bear interest at the rate, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the form of the Note now on file with the. 4. That the Note shall be a revenue obligation of the City the proceeds of which shall be disbursed pursuant to the Building Loan Agreement, dated as of the date of the Note, and executed by the First National Bank of Minneapolis, a national banking association (the "Lender"), the Developer, the City, and Stewart Title, Inc. (the "Building Loan Agreement"), and the principal, premium, if any, and interest on which shall be payable solely from the revenues derived from the Loan Agreement, dated as of the date of the Note, and executed by the City and the Developer (the "Loan Agreement"). The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Note. 5. That the Building Loan Agreement, the Loan Agreement, and the Assignment of Loan Agreement, dated as of the date of the Note, and executed by the City the Lender and the Developer (the "Assignment of Loan Agreement"), all in the form now on file with the City Administrator are hereby approved. The Mayor and City Administrator of the City are hereby authorized and directed to execute and deliver the Loan Agreement and Assignment of Loan Agreement. 6. That the Combination First Mortgage Security Agreement and Fixture Financing Statement and the Assignment of Leases and Rents, dated as of the date of the Note, and executed by the Developers, is hereby approved in the form on file with the City Administrator. 7. That upon approval by the Mayor, and concurrence by the attorney for the City, amendments may be made to the aforementioned documents to the extent not inconsistent with this resolution. Such approval and concurrence shall be evidenced by the execution of the aforementioned documents by the City and the delivery of the opinion of the attorney for the City. 8. That the Mayor and City Administrator the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Note, including the No-Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Note. 3 9. That all covenants, stipulations, obligations and agreements of the contained in this resolution and the aforementioned documents shall be red to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council of the City, or such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer executing the Note shall be liable personally on the Note or be subject to any personal liability or accountability by reason of the issuance thereof. 10. That except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any holder of the Note issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holder from time to time of the Note issued under the provisions of this resolution . 11. That in case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of ~ the aforementioned documents, or of the Note, but this resolution, the aforementioned documents, and the Note shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 12. That the Note, when executed and delivered, shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Note and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Note and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Note and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. That the officers of the City, attorneys, engineers and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Note for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Note, the aforementioned documents 4 this resolution. In the event that the Mayor or City Administrator of the City enable to carry out the execution of any of the documents provided herein, any other member of the City Council or the Deputy City Administrator shall be authorized to act in their capacity and undertake such execution on behalf of the City with full force and effect, which executions shall be valid and binding on the City. 14. That this resolution shall be in full force and effect from and after its passage. Adopted this (q day of December, 1985. ~~~ Arve A. Grimsmo, Mayor Thoma A. Eidem City Administrator 5