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HomeMy WebLinkAbout7050 (Res.)• 451. • • s RESOLUTION NO. 7049 RESOLUTION SUPPORTING CORPS OF ENGINEERS ST. CROIX RIVER BASIN FEASIBILITY STUDY. WHEREAS, the City of Stillwater is located adjacent to the beautiful St. Croix River; and WHEREAS, the St. Croix River has, from time to time, overan its natural banks causing damage or the threat of damageto properties within the City of Stillwater; and WHEREAS, the City Council of the City of Stillwater has determined that a need exists for flood control measures to eliminate or reduce the potential of damage to properties caused by flooding; and WHEREAS, the City of Stillwater desires flood control measures that are compatible with the wild and scenic designation of the St. Croix River and consistent with the City's policy to promote its cultural and historical amenities; and WHEREAS, the Army Corps of Engineers have received authorization and funding to resume a flood control feasibility study. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL of the City of Stillwater, Minnesota that the City of Stillwater approves and supports the resumption of the St. Croix River Basin feasibility study by the Army Corps of Engineers and requests that other State or Federal agencies having an interest in the study give their approval and lend their support to this study. Adopted by the Council this 16th day of March, 1982. Published: March 19, 1982 Mayor Attest: z.e..2-. t.t.C14. ..J City,''Clerk RESOLUTION NO. 7050 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THERE- UNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT, A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THERE- UNDER TO A TRUSTEE, AND A LETTER OF CREDIT FROM NORTHWESTERN NATIONAL BANK OF MINNEAPOLIS IN FAVOR OF THE TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS. BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota (the City), as follows: Section 1. Authorization and Recitals. 1.01. General Authority. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revalue bonds and to make secured and tmsec red loans to finance the acquisition of real property and the acquistion or construction of buildings and improvements on such real property and the installation of machinery and equipment of any and all kinds and any other personal plupe«ies deemed necessary in connection with a project, as defined in the Act. 1.02 Proposed Project and Bonds. Representatives of Irmo Nuclear Corporation, a Minnesota Corporation (the Campmny), have proposed that the City, acting under and pursuant to the Act, issue, and sell its Industrial Development Revenue Bonds in the aggregate principal amount of $1,000,000 (the Bonds), for the purpose of defraying the costs of a Project (the Project) consisting of the construction and equipment of an office/manufacturing facility to be owned by the Many within the City. Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Company and the Cropmny agrees to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds. The City will assign its interest in the loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defined). (continued on page 452) • • e(452 e • 0' RESOLUTION C. 7050 - continued 1.03. Prior Approval. On November 18, 1980, this Council adopted a resolution giving pre- liminary approval to the Project and authorizing preparation of necessary docurents, 1.04. Project Cost. The Company has advised this Council, and this Council hereby finds, that the estimated total costs of the Project at the present time exceed $1,000,000, Pursuant to the Loan Agreement, all costs of the Project in excess of the proceeds of the Bonds available therefor are required to be paid by the Company. 1..05. Documentation. Forms of the following docomants relating to the Project have been prepared and mil -witted to this Council and are hereby directed to be filed with the City Clerk. (a) a loan Agreement (the than Agreement), to be dated as of April 1, 1982, proposed to be made and entered into between the City and the Company pursuant to which the City loans and proceeds of the Bonds to the Company; (b) an Indenture of Trust (the Indenture), to be dated as of April 1, 1982, proposed to be made and entered into between the City and Northwestern National Bank of St. Paul, as trustee (the Trustee), creating and authorizing the issuance of and establishing the terms and conditions of the Bonds; (c) a Combination Mortgage, Security Agreement and Fixture Financing Statement (the First Mortgage), to be dated as of April 1, 1982, given by the Catpany to the Trustee; (d) a Combination Mortgage, Security Agreement and fixture Financing Statement (the Second Mortgage), to be dated as of April 1, 1982, given by the Carpazry to Northwestern National Bank of Minneapolis (the Bank); (e) an Irrevr able letter of Credit (the Letter of Credit), to be dated as of April 1, 1982, to be given by the Bank in favor of the Trustee, authorizing the Trustee to draw upon the Bank for sums sufficient to pay the aggregate principal of, premium, if any, and interest on the Bonds xfien due. Section 2. Findings. It is hereby found, determined and declared that: (a) the Project, as defined herein and in the loan Agreement, 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 encouraging and retaining the location, retention and development of econcmically sound industry and commerce within the City so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; by promoting the use of available resources of the community thereby retaining the benefit of its existing investment in educatiaml and public service facilities; by discouraging the movement of talented, educated personnel of mature age to other areas, thus pre- serving r. the economic and human resources needed as a base for providing governmental services and facilities; and encouraging more intensive development of land in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of govenmental services; (c) the Project is located in the City, at a site which is readily accessible to employees residing within the City and the surrounding community; (d) the Project will add to the tax base of the City and overlapping raving jurisdictions; (e) 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; (f) the financing of the Project the issuance and sale of the Bonds in the principal amount of $1,000,000, the execution and delivery of the loan Agreement and the Indenture and the performance of all covenants and agreements of the City contained in the Loan Agreement and the Indenture and of all other acts and things required under the City's Charter and the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (g) it is desirable that the Industrial Development Revenue Bonds in the aggregate principal amount of $1,000,000 be issued ty the City upon the tens set forth in the Indenture, under the provisions of chith the City's interest in the loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal, premium, if any, and interest on the Bonds; (h) the loan payments contained in the Loan Agreement are fixed, and are required to be revised from tins to time as necessary, so as to produce incase and revenue sufficient to provide for prompt payment of principal of, premier, if any, and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides that the Company is required to pay all expenses of the operation andmaintenance 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 levied upon or with respect to the Proj edt and payable during the term of the loan Agreement; (I) under the provisions of Section 474.10 of the Act and as provided in the loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pie' to the payment thereof and amounts drawn under the Letter of Credit; the City is not subject to .cry liability thereon and no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof and amounts drawn under the letter of Credit; and no Bond shall constitute a debt of the City within the meaning of any charter, constitutional or statutory limitation. (continued on page 453) • • • 4 453 1 • • • ere RESOLUTION NO. 7050 - continued 3. Authorization and Approval of the Project, loan Agreement and Indenture. The City is hereby authorized to proide for the acquisition, construction and equipment of the Project and to pledge and assign the rewrites therefran and its interest in the Loan Agreement, all as provided in the loan Agreement and the Indenture. The fors of the loan Agreement, the Indenture, the First Mortgage, the Second Mortgage and Letter oofet�t��� referred by City Section 11.05y .05 are approved subject to such modiftatiots as are deemed appropr3h and the Mayor; approval of the Loan Agreement, the Indenture and the Bonds shall be conclusively evidenced by execution thereof by the Mayor and City Clerk. The Mayor and City Clerk are directed to execute the Loan Agreement upon execution thereof by the Conpany and the Indenture upon execution thereof by the Trustee. Copies of all of the documents shall be delivered as provided therein. The Mayor and City Clerk are also authorized and directed to execute such other instruments as trey be required to give effect to the transactions herein contemplated. 4. Private Offering Memorandum. The Bonds will be offered for sale by the Bank to instiutional purchasers by means of a Private Offering Memrandim (the Private Offering Memorandum). As of the date of adoption of this resolution, a preliminary Private Offering Memoranda has been prepared and presented to the Council. The City hereby consents to the distribution of the Private Offering Memorandum nff to prospective Private Offering purchasers of the Bonds. The City has not participated in the preparation the Memorandum, has made m independent investigation with respect to the information contained therein and assumes no responsibility for the sufficiency, accuracy or completeness of such information. 5. The Bonds; Term, Sale and Execution. 5.01. Authorization. In anticipation of the collection of revenues of the Project, the City shall proceed forthwith to issue its Bonds dated as of April 1, 1982, in the form and upon the terms set forth in the Indenture, the PrivaterOffering Memorandum and this resolution. The Bonds shall be sold to the Bank, as original purchaser, at par plus accrued interest. The Bank will then sell the Bonds to various institutional investors, at par plus accrued interest. The Bank will receive a fee for its service as placement agent in the amount of 2-3/4% of the principal amount of the Bonds. 5.02. Execution. The Mayor and City Clerk are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution. the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transaction herein contemplated. The 'Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 5.03. Modification, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereto, deletions therefran and additions thereto as may be necessary and appropriate and approved by the Mayor and City Attorney prior to the execution of the documents. The execution of any instrument by the appropriate officer or of:!cers of the City herein authorized shall be conclusive evidence of the approval of such dommennts in accordance with the terms thereof. In the event of the absence of disability of the Mayor, any of the documents authorized by this resolution to be executed, may be executed by the acting Mayor and in the event of the absence or disability of the City Clerk by such officer of the City uiw, in the opinion of the City Attorney, nay execute such documents. 6. Autharication of ProceedrrtieThe Mayor and City Clerk and other officers �t City are authorized and directed to furnish to the Bank, as original purchaser, and such other certified copies of all proceedings and records of the City relating to the Bonds, affidavits and certificates as may be required to slow the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's custody and control or as otherwise moan to then; and all such certified copies, certificates and affidavits, exche-ire any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Adopted by the Council this 16th day of March, 1982. Published: March 22, 1982 Attest: City'Clerk Mayor • •