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HomeMy WebLinkAbout7212 (Res)• . • • has M/ RESOLUTION NO. 7212 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF A REVENUE BOND PURSUANT TO THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO PROVIDE FUNDS TO BE LOANED TO VERA K. JOYCE, AN INDIVIDUAL, FOR A COMMERCIAL PROJECT AND APPROVING THE CONSTRUCTION LOAN AGREEMENT, LOAN AGREEMENT, ASSIGNMENT AND PLEDGE OF LOAN AGREEMENT , AND MORTGAGE AND SECURITY AGREEMENT. BE IT RESOLVED by the City Council (this "Council") of the City of Stillwater, Minnesota (the "City"), as follows: 1. Authority. The City is, by the Constitution and Laws of the State of Minn- esota, including the Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act") authorized to issue and sell its revenue bonds for the purpose of financing the acquisition, construction and equipping of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Doamarts Presented. This Council proposes that the City shall issue and sell its Commercial Development Revenue Bond (Joyce Office Project) in substantially the form set forth in Exhibit A attached thereto (the "Bad') and loan the proceeds thereof to Vera K. Joyce, an individual (the 'Proponent') to partially pay the cost of acquiring, constructing and equippingan approximately 15,000 square foot commercial office building and related facilites, together with necessary exterior utilities and site improvements (the "Project"), all pursuant to the Act. Forms of the following dominants relating to the Bond and the Project have bean suhnitted to this Council and are now on file in the office of the City Clerk: a. Construction Loan Agreement, dated as of August 1, 1983, among the City, the Mortgagee, hereinater defined, and the Pwpwxut, providing for the purchase of the Bond by the Mortgagee and the m''Uim of advances thereunder in accordance with the terns and conditions set forth therein; b. Loan Agreement, dated as of August 1, 1983, between the City and the Proponent whereby the City agrees to make a loan to the Prpcnnent of the fads advances by the Mortgagee, hereinafter defined, under the Construction Loan Agreement, and the&oponent agrees to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of and interest on the Bad; c. Assignment and Pledge of Loan Agreement dated as of August 1, 1983 (the "Pledge") by the City in favor of The First National Bank of Stillwater (the "Mortgagee") whereby the City assigns certah of its interest in the Loan Agreement to the Mortgagee as security for the Bond; d. Mortgage and Security Agreement dated as of August 1, 1983 (the 'Mortgage"), by the Proponent in favor of the Mortgagee by which the Proponent grants to the Mortgagee a first mortgage Lien on and security interest in the Project and all improvements thereto as security for the Bond (this document will net be executed by the City); e. Assigment of Rents and Leases dated as of August 1, 1983 (the "Assignment"), by the Pcvyeu er t in favor of the Mortgagee where 4 the Proponent assigns her interest in the rants and leases of the Project to the Mortgagee as additional security for the Bond (this document will not be exerted by the City). 3. Findings. It is hereby food, determined and declared that: a. The City is a duly organized and existing municipal corporation under the Constitution and the laws of the State of Minnesota with the powers and authority, among others, to issue the Bond order the Act. b. The Project coated of the buildings, improvements and equipment described in the loan Agreement and the Mortgage, constitutes a project authorized by and described in Section 474.02, Subd. la of the Act. c. The purpose of the Project is and the effect thereof will be to promote the public welfare by: the encouragement and pr®tim of employment opportunities within the City and its s warding areas; the development of sand industry and commerce to use the arailable resources of the City, in order to retain the benefit of the City's existing investment in educational and public service facilities; halting the movement of talented, educated persanel to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and increasing the tax base of rhe City, county and school district in which the Project is located. d. The Project has been approved by the Commissioner of Energy, Planning and Development, Minnesota Department of Commerce, as tending to further the purposes and policies of the Act. e. The issuance and sale of the Bond, the execution and delivery of the Construction Loan Agreement, loan Agreement and Pledge and the performance of all covenants and agreements of the City contained in the Bond, Construction Loan Agreement, loan Agreement and Pledge and of all other acts of the City to make the Construction Loan Agreement, Loan Agreement, Pledge and Bond valid and binding obligations of the City in accordance with their terms, are authorized by the Act. f. To the best knowledge of the members of this Council, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, public board or body pending or threatened against, or affecting the City wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by or the validity or enforceability of this Bond Resolution, the Construction Loan Agreement, Loan AgLeoseut, or Pledge in accordance with their respective UMBEL (continued on page 94) . • • • a RFSOillrIai D. 7212 - continued g. There are no agreements to which the City is a party, ordinances or resolutions of the pry City or court orders directed to the City affecting the validity or enforceability of this Bond Resolution, the Construction Loan Agreeunt, Loan Agreement or Pledge provided, however, that this finding is made solely for the purpose of estopping the City fran denying the validity of the Bond, Construction Loan element, Loan Agreement or Pledge by reason of the existence of any facts contscuy to this finding. h. It is desirable that the City of Stillwater C®ercial Development Revenue Bond (Joyce Office Project) in the amount of $550,000 be issued by the City upon the tents set forth herein, and that certain of the City's interest in the loan Agreement be assigned to the Mortgagee as security for the payment of principal of and interest on the Bond. i. The Lean Agreement provides for payments by the Prwpmrcirt to the Mortgagee for the accent of the City of such amounts as will be sufficient to pay the principal of and interest on the Bond when due. No reserve funds are deemed necessary for this purpose. The Loan Agreement obligates the Proponent to provide for the operation and maintenance of the Project, inclodlno adequare insurance, taxes and special assessments. j. Under the provisions of Section 474.10 of the Act, and as provided in the Loan Agree- ment, the Band is not to be payable from nor charged upon any funds other than amounts payable by the Proponent pursuant to the Loan Agreement which are pledged to the payment thereof; the City is not subject to any Liability thereon; no holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, other than its rights under the loan Agreement, the Bond shall recite that the Bond, inchvdin? interest thereon, shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or raving powers and that the Bond does not constitute an indebtedness of the City within the meaning of any con- stitutional or statutory limitation. k. The Proponent has all necessary licenses and permits required by the City for the construction of the Project. 4. Approval and Execution of Doormats. The forms of Construction Loan Agreement, Loan Agree- ment, Pledge, Mortgage and Assignment referred to in Paragraph 2 hereof are approved. The Con- struction Loan Agreement and the Loan Agreement shall be executed in the nee and on behalf of the City by the Mayor and the City Clerk, upon execution thereof by the Proponent, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved ly the officers executing the sane, which approval shall be conclusively evidenced by the execution thereof. The Pledge shall also be executed in the name and on behalf of the City by the Mayor and the City Clerk in substantially the form on file, but with all such changes therein, p: not inconsistent with the Act or other laws, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all documents shall be delivered and filed as provided therein. The Mortgage and Assig neat may contain such revisions as may be approved by the Mortgagee and the parties executing the same. 5. Applrov d Execution aDelivery of Bond. The City shall proceed forthwithissue to its Ca m ercieL Develolment Revenue Bond (Joyce 0tfice Project) to be dated the date of delivery, in the principal amount of $550,000 in the form and containing the terms set forth in the form of Bond attached hereto as Exhibit A, which terms are for this purpose incorporated in this resolution and rode a part hereof. The proposal of the Mmgagee to purchase the Bond at a price of $550,000 (100% of its par value) by making advances in accordance with the Construction Loan Agreement is hereby found and determined to be reasonable and is hereby accepted. The Mayor and the City Clerk are authorized and directed to prepare the Bond in typewritten form substantially in the form set forth in Exhibit A attached hereto. The Bond shall be executed by the manual signatures of the Mayor and the City Clerk and the official seal of the City shall be affixed thereto. *en so prepared and executed the Bond shall be delivered to the Mortgagee upon receipt of the purchase price therefor, which may be paid to the parties entitled to receive the loan proceeds in accordance with the Con- struction Loan Agreement and the Loan Agreement. The Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Ramistration Records. The City Clerk, as bad registrar (the "Hord Registrar"), shall keep a bond register (the "Bond Register") in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be payable to the Mortgagee or registered assigns in lawful money of the United States of America at the address of the Mortgagee or registered assigns as shorn on the Bond Register. 7. Mutilated, Lost, Stolen or Destroyed Bond. If the Bond is mutilated, lost, stolen or destroyed, the City any execute and deliver to the registered owner a new Bond of like date, amber, maturity and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the multilated Bad shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the PropTtnt evidence of such loss, theft or destruction satisfactory to the City and the Proponent together with indemnity satisfactory to them. The City any charge the holder of the Bond with its reasonable fees and expenses in this connection. 8. Transfer of Bond; Person Treated as Owner. The Bond shall be transferable by the registered owner on the Bond Register of the City, upon presentation of the Bond for notation of such transfer thereon at the office of the City Clerk, as Bond Registrar, accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar duly executed by the registered owner or its attorney duly authorized in writing. The registered owner seeking to transfer anership of the Bond shall also give written notice thereof to the Pn,p,.nent. The Bond shall continue to be subject to successive transfers at the option of rhe registered owner of the Bond. No service charge shall be made for any such transfer, but the Bond Registrar may require payment of a um sufficient to cover any tax or other governmental charge payable in connection therewith. The Bond Registrar shall give .. written notice to the Proponent of any transfer of ownership recorded on the Bond Register immediately (continued on page 95) u a • 1 a 95' • • RESOLUTION M. 7212 - continued upon effectuating the same. The person in chose nsme the Bond shall be registered from time to time shall be denied and regarded as the absolute owner therof for all purposes, and payment of or on account of the principal of and interest on the Bond shall be made only to or upai the order of the registered owner thereof, or its attorney duly authorized in writing, and neither the City, the Bond payments Registrar be valid and effectual shall to atisfyfected and discharge any theoliability upon the Bondto the contrary. lto� the extent of the sum or sums so paid. 9. Amembents, thaws and Modification. The City shall not, withwt the written consent of the Mortgagee, enter into any agreement, change, umdification, alteration or termination of the Construction Loan Agreement, loan Agreement, Pledge or this Bond Resolution. 10. Pro—cits and Records Relating to Bond. The Mayor and City Clerk and other officers of the City areauthorized and directed to prepare and furnish to the purchaser of the Bond, certified copies of all proceedings and records of the City relating to the Bad, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to then; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representation of the City as to the truth of all statements contained therein. Adopted by the Council this 2nd day of August, 1983 Published: August 8, 1983 Attest: ',ryt w...'/ o. Jetnin City Creak RFSOUJr'ION NO. 7213 RESOLUTION WAIVING HEARING ON IMPROVEMENT, ORDERING IMPROVEMENT AND PREPARATION OF FINAL PLANS AND SPECIFICATIONS, LOCAL IMPROVEMENT NO. 212. WHEREAS, this Council did, on the 7th day of June, 1983 receive the preliminary report of the City Engineer that the following described improvement is feasible and may be made as proposed, viz; Surfacing, gutters and other appurtenances for approximately 240 feet on South Hemlock Street and approximately 150 feet on South Grove Street south of West Pine Street to their southerly terminus. WHEREAS, the City Engineer has further reported to the Council that the estimated cost of said improvement is $6,600.00; and WHEREAS, the petitioners have signed a waiver for the public hearing on said improve- ment; and WHEREAS, the area proposed to be assesssd for said improvement includes all property benefited by the improvement. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota; 1. Short -Elliott -Hendrickson Associates is hereby designated as the engineer for the improvement. They shall prepare plans and specifications for the making of such improvement. Adopted by the Council this 2nd day of August, 1983 Published: August 10, 1983 Attest: Am^-'-�'`''T' 0e; d'e-4'e'P in/ J Q City Clerk • 4.10.E Mayor • •