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82-010 RES RESOLUTION 82-10 iEXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF ELK RIVER HELD JUNE 21, 1982 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Elk River, Minnesota, was duly called and held at the Elk River Public Library in said City on the 21st day of June, 1982, at 7:30 p.m. The following members were present: Mayor Hinkle, Councilmembers Schuldt, Engstrom, Toth and Duitsman The following members were absent: None Councilman Duitsman introduced the following resolution and moved its adoption: Resolution 82-10, a resolution calling a public hearing for the school street improvement project to be held Monday, July 12, 1982, at 9:00 P.M. WHEREAS, The City Council deems it necessary and expedient that the City of Elk River construct certain improvements to wit: Street and storm sewer improvements in the City of Elk River as described • and in accordance with the preliminary plans and feasibility report prepared by Mr. Terry Maurer of Consulting Engineers Diversified, consulting engineer; and, WHEREAS, The City Council has been advised by the consulting engineer that said project improvements are feasible and should thus be made as proposed; and, WHEREAS, The Statute provided that no such improvements shall be made until the City Council shall have held a public hearing on such improvements following mailed notice and two publications thereof in the official newspaper stating time and place of hearing, the general nature of the improvements, the estimated cost thereof, and the area proposed to be assessed in accordance with law. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River as follows: 1. A public hearing will be held at the Elk River Public Library on Monday, July 12, 1982, at 9:00 p.m. to consider said proposed improvements. 2. The nature of the improvement, the estimated cost of such major portion thereof and the areas proposed to be assessed therefore are described in the form of notice of hearing hereto attached. 3. The notice of public hearing shall be in substantially the form contained in the notice hereto attached. 4. The City Administrator/Clerk is hereby authorized and directed to cause notice of said hearing to be given two publications in the official newspaper. Said publications shall be one week apart and at least three days shall elapse between the last publication and the hearing. Not less than ten S days before the hearing, the Administrator/Clerk shall mail notice of the hearing to the owner of each parcel of land within the area proposed to be assessed as described in the notice. For the purpose of getting such mailed notice owners shall be those shown to be such on the records of the County Auditor or if the tax statements are mailed by the County Treasurer, on the records of the County Treasurer. As to properties not listed on the records of the County Auditor or the County Treasurer, the Administrator/Clerk shall ascertain such ownership by any practical means and give mailed notice to such owner. The motion for the adoption of the foregoing resolution was duly seconded by Council- member Toth. and upon a vote being taken thereon, the following voted in favor thereof: Councilmembers Engstrom, Toth, Duitsman and Schuldt The following voted against the same: None Whereupon said resolution was declared duly passed and adopted this 21st day of June, 1982. Richard Hinkle, Mayor ATTEST: Robert C. ' iddaugh, Cif Administrator S Member Toth introduced the following resolution and moved its adoption: RESOLUTION NO. 82-10 RESOLUTION RELATING TO A $1, 500 , 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 Elk River , Minnesota, as follows: Section 1. Definitions. In this Resolution the following terms, when used with initial capital letters, 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 ; • Borrower : Tescom Corporation, a Minnesota Corporation, and its successors and assigns; City: the City of Elk River , Minnesota, its successors and assigns; Construction Loan Agreement: the Construction Loan Agreement to be entered into among the City, the Borrower and the Lender ; Improvements: the manufacturing and office facility of approximately 33 , 600 square feet to be constructed by the Borrower on the Land in accordance with the Plans and Specifications, together with all related facilities; Land : the real estate described in Exhibit A to the Mortgage; Lender : First National Bank of Minneapolis, in Minneapolis, Minnesota, its successors and assigns; Loan Agreement: the Loan Agreement to be executed by the City and the Borrower; 410 Mortgage: the Combination Mortgage and Security Agreement and Fixture Financing Statement to be entered • • • i into between the Borrower , as mortgagor and debtor , and the Lender , as mortgagee and secured party; Note : the Industrial Development Revenue Note ( Tescom Corporation Project) , Series 1982, in the principal amount of $1, 500 ,000 , to be issued by the City pursuant to this Resolution; Pledge Agreement: the Pledge Agreement, to be executed by the City in favor of the Lender ; Project: the Land , the Improvements, the Fixtures and the Equipment as they may at any time exist; and Project Costs: shall have the meaning given it in the Construction Loan Agreement. Section 2. Findings. It is hereby found and declared that: ( a) The Project, as described to the City by the Borrower , constitutes 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; 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 Project 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 Project is located. -2- 46 (d) The Project has been approved by the Commissioner of Energy, Planning and Development 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, the Construction Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Construction Loan Agreement and the Pledge Agreement are authorized by the Act. ( f) It is desirable that the Note in the principal amount of $1 , 500 ,000 be issued by the City upon the terms set forth herein, and that the City assign its interest in the Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of and interest and premium, if any, on the Note. (g) The loan payments required by the Loan 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 Borrower 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 payable during the term of the Loan Agreement. (h) Under the provisions of Minnesota Statutes , Section 474.10, and as to be provided in the Note, the Note is not to be payable from nor charged upon any funds of the City other than the revenue under the Loan Agreement 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 except the revenues derived under the Loan Agreement; the Note issued hereunder shall recite that the Note, including interest thereon, is payable solely from the revenue under the Loan Agreement pledged to the payment thereof; and the Note shall not constitute a debt of the City within the meaning of any constitutional , statutory or charter limitation; provided, 411 however, that nothing contained in this paragraph (h) -3- i Aik shall impair the rights of the holder or holders of the Note to enforce covenants made for the security thereof as provided in Minnesota Statutes 474 . 11. Section 3. Authorization and Sale. 3.1. 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. 2. Preliminary City Approval . By preliminary resolution duly adopted by the C uncil on October 30, 1981 , after public hearing duly alled , noticed and held on October 30, 1981 , this Counci approved the sale of industrial development revenue bonds pursuant to the Act and the loan of the proceeds to the Borrower for the construction of the Project and authorized the preparation of such documents as may be appropriate to the Project. The Note constitutes an industrial development revenue • bond in contemplation of the Act and said preliminary resolution. 3. 3. 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 City Administrator- Clerk: (a) the Loan Agreement; (b) the Pledge Agreement; (c) the Construction Loan Agreement; and (d) the Mortgage. The forms of the documents listed in ( a) through (d) 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, the Construction Loan Agreement and the Pledge Agreement, approved in Section 3 . 3 hereof, and I execution thereof by the Borrower and the Lender , as the case may be, the Mayor and the City Administrator-Clerk -4- . S shall execute the same on behalf of the City and shall execute the Note in substantially the form as set forth in Exhibit A to the Loan Agreement 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 . In the absence or disability of the Mayor , any of the documents authorized by this resolution to be executed, shall be executed by the acting Mayor , and in the absence of the City Administrator-Clerk, by such officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 5. The Note . 5. 1. Form and Authorized Amount of Note . The Note shall • be issued substantially in the form set forth in Exhibit A to the Loan Agreement with such appropriate variations, omissions and insertions as are permitted or required by this resolution, in the principal amount of $1 , 500 , 000. The terms of the Note are set forth in Exhibit A to the Loan Agreement and such terms, including but not limited to interest rate, dates and amount of payment of principal and interest and prepayment privileges, are incorporated by reference herein. 5. 2. Execution. The Note shall be executed on behalf of the City by the signatures of the Mayor and the City Administrator-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 signatures shall nevertheless be valid and sufficient for all purposes. 5. 3. Mutilated , Lost and Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new Note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Note , or in lieu of and in substitution for such Note destroyed or lost, upon the holder ' s paying the reasonable expenses and charges of the City in connection therewith , and in case the Note is destroyed or lost, its -5- filing with the City evidence satisfactory to it of such destruction or loss. 5. 4. Assignment. The Note may be assigned by the holder thereof , 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 Borrower . 5.5 . Delivery and Use of Proceeds. Prior to delivery of the Note, the documents referred to in Section 3 .3 hereof shall be completed and executed in form and substance as approved by the City Attorney. The City shall execute and deliver the Note to the Lender , together with a duly certified copy of this Resolution, original , executed counterparts of the Loan Agreement, the Construction Loan Agreement and the Pledge Agreement, and such closing certificates, opinions and related documents as are required by Dorsey & Whitney, bond counsel , and approved by the City Attorney. Upon delivery of the Note and the above items to the Lender , the Lender shall , on behalf of the City, disburse to the Borrower the proceeds of the Note in reimbursement of Project Costs pursuant to the provisions of the Loan Agreement and the Construction Loan Agreement and the proceeds so disbursed shall be deemed to have been disbursed for the benefit of the City. The Lender or the Borrower shall provide the City with a full accounting of all funds disbursed for Project Costs. 5.6 Fixing of Interest Rate. The City , the Borrower and the holder of the Note may at any time, and from time to time, by unanimous consent, agree to change the interest rate borne by any or all of the installments of principal of the Note from the rate described in the first paragraph thereof to a fixed rate of interest, claculated as provided in the fourth paragraph of the Note, such fixed rate to be in effect for a specified period of time, after which period the parties may agree to a new fixed rate or, in the absence of such agreement, the interest rate will revert to the rate set forth in the first paragraph of the Note. The City hereby agrees that, upon the request of the Borrower and the holder of the Note, the City will agree to fix the interest rate for a certain period and the City will adopt such resolution or resolutions and execute such endorsements to the Note as are necessary so as to fix the interest rate on any or all of the installments of principal of the Note for the period agreed upon. Any such fixing of the interest rate shall -6- be evidenced by the execution of an endorsement attached to the Note by an authorized officer of the City, the Borrower and the holder of the Note. 5.7 Statement of Election. The Mayor and the City Administrator-Clerk are authorized and directed to execute and file with the Internal Revenue Service a statement of the City' s election to issue industrial development bonds in an amount in excess of $1 ,000,000 but not more than $10,000,000, in such form as may be approved by bond counsel and the City Attorney, in order to qualify the Note under Section 103(b) ( 6) (D) of the Internal Revenue Code of 1954, as amended, and Treasury Regulations 1.103-10(b) ( 2) (1) . Section 6. Limitations of the City' s Obligations. Notwithstanding anything contained in the Note, the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement, or any other documents referred to in Section 3.3, the Note shall not be payable from nor charged upon any funds of the City other than the revenue under the Loan Agreement pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder or holders 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 except the revenues derived under the Loan Agreement. The Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City except the revenues derived under the Loan Agreement. The Note, including interest thereon, is payable solely from the revenue under the Loan Agreement pledged to the payment thereon. The Note shall not constitute a debt of the City within the meaning of any constitutional , statutory or charter limitation. However , nothing contained in this Section 6 , shall impair the rights of the holder or holders of the Note to enforce covenants made for the security thereof as provided under the provisions of Minnesota Statutes, Section 474. 11. Adopted by the Council this 7th day of June, 1982. Mayor City Admin strator- erk -7- The motion for the adoption of the foregoing resolution was duly seconded by Member Engstrom ► and upon vote being taken thereon, the following voted in favor thereof: Mayor Hinkle , Councilmembers Schuldt , Engstrom, Toth and Duitsman and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. • -8- CERTIFICATION OF MINUTES RELATING TO $1,500,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE (Tescom Corporation Project) (Series 1982) Issuer: City of Elk River , Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on June 7, 1982, at 7 : 30 o'clock •.m. Members present: Mayor Hinkle , Councilmembers Schuldt , Engstrom Toth and Duitsman Members absent: None Documents Attached: Minutes of said meeting (pages) : RESOLUTION NO. 82-10 RESOLUTION RELATING TO A $1, 500 , 000 INDUSTRIAL DEVELOPMENT REVENUE NOTE; AUTHORIZING THE ISSUANCE THEREOF PURSUANT -TO MINNESOTA STATUTES, CHAPTER 474 I, the undersigned , being the duly qualified and acting recording officer of the public corporation issuing the obligation 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 the 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 obligation; 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 recording officer this 8th day of June, 1982. 111 -411011, ._» " ignature [Seal] Robert C. Mi.daugh, City Administrator-Clerk