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HomeMy WebLinkAbout7051 (Res.)454 e • RFS0LUfION ND. 7051 RESOLCOMMERCIAL NT ONDSUTION UNDERAUTHORIZING THE MINNESOTAESALE AND ISSUANCE MUNICIPAL INDUSTRIALFDEVELOPMENT ACTETOPFINANCEVANUE PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A MORTGAGE LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE MORTGAGE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS. BE IT RESOLVED by the City Council of hte City of Stillwater, Minnesota (the City),as follows: Section 1. Authorization and Recitals. 1.01. Authors . The City is authorized by the Minnesota Municipal Industrial Development Act, Minnesota Statutes, ter 474, as amended (theAct), to issue its revenue bonds and to make secured loans to finance the acqusition of land and the construction thereon of one or more bindings useful in connection with a revenue -producing enterprise, constituting a "project" as defined in Section 474.02 of the Act. 1.02. Proposed Project and Bonds. Representatives of River Valley Professionals (the Partner- ship), a Minnesota general partnership, have proposed that the City, acting under and pursuant to the Act, issue and sell its $1,700,000 Commercial Development Revenue Bonds (River Valley Professionals Project) (the Bonds) for the purpose of defraying the costs of a Project (the Project) consisting of the acquisition of land and the construction thereon of one or more buildings suitable for use as a medical and dental office building. Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Partnership, and the Partnership will agree to Hake payments sufficient to pay the principal of, premium, if any, and interest on the Bonds. The City will assign its interest in the Iran Agreement (as hereinafter defined) to a Trustee (as hereinafter designated) for the benefit of Holders of the Bonds. 1.03. Prel' Approval. By preliminary resolution duly adopted on June 16, 1981, after a public bearing duly call , noticed and held on June 16, 1981, this Council approved the sale of commercial development revenue bonds pursuant to the Act in the amount of $1,500,000 and the loan of the proceeds to the Partnership to finance the Project and authorized the preparation of appropriate documents. Due to increased interest costs because of prevailing unfavorable interest rates, the Partnership requests, and this Council hereby approves, the issuance of the Bonds in the aggregate principal amount of $1,700,000. 1.04. Protect Costs. Representatives of the Partnership have advised this Council and this Council hereby finds that the cost of the Project approximates $1,700,000. Under the loan Agreement (as hereinafter defined), the Partnership is obligated to pay costs of the Project in excess of the proceeds of the Bonds from its oan funds. 1.05. Documentation. Pursuant to the preliminary resulution, there have been prepared and presented to this Council copies of the following documents, all of which are row, or shall be, placed on file in the office of the City Clerk. (a) a Mortgage Ivan Agreement (the Ibrtgate Loan Agreement), to be dated as of March 1, 1982, proposed to be made and entered into between the City and the Partnership pursuant to which the City will ban the proceeds of the Bonds to the Partnership and the Partnership will mortgage and grant a security interest in the Project to the City; and (b) an Indenture of Trust (the Indenture), to be dated as of March 1, 1982, proposed to be made and entered into between the City and National City Bank of Minneapolis, Minnesota, as trustee (the Trustee), creating and authorizing the issuance of and establishing the terms and conditions of the Bonds; and (c) a Guarantee Agreement (the Caaranty), to be dated as of March 1, 1982, proposed to be given by G. Peters Boyun, M. D., Bruce A. Iverson, D.D.S., Sally F. Iverson, Steven D. Johnson, D.D.S., Diane M. Johnson, Robert C. Meisterling, M.D., Janet K. Meisterling, David H. Palmer, M.D., Marilyn A. Palmer, Ned W. Win&niller, D.D.S., and Christine E. Windniller, residents of Washington County, Minnesota; and Johnson & Iverson, P.A., Ned W. Windmiller, P/A., and St. Croix ing o�edics, coworations A., Minnesota professional orations (the Guarantors) to the Trustee, guar ce by the Partnership of its obligations under the Mortgate loan Agreement; and (d) a Disbursing Agreement (the Disbursing Agreenent), to be dated as of March 1, 1982, proposed to be mode and entered into between the Trustee and Title Insurance Company of Minnesota, and (e) a Bond Purchase Agreement (the Bond Purchase Agreement), dated as of March 29, 1982, between the City, the Partnership, the Guarantors and Miller Securities Incorporated (the Underwriter), pursuant to which the City agrees to sell and the Underwriter agrees to purchase the Bonds; and (f) a form of Official Statement (the Official Statement), pursuant to which the information relating to the City, the Partnership, the Project the Bonds, and the documents described thaain will be given to purchasers of the Bonds by the Underwriter. Section 2. Findings. It is hereby farad, determined and declared that: (a) the Project, as defined herein and in the loan Agreement, constitutes a project authorized by Section 474.02, Subdivision la of the Act; (continued on page 455) • • 4"95‘` • A RESOIIIITON 100. 7051 - continued (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 econanically sound 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 prorating the use of available resources of the conmmity thereby retaining the benefit of its existing investment in educational and public service facilities; and by discouraging the movement of talented, educated personnel of mature age to other areas, thus preserving the economic and human resources needed as a base for providing govenmawal services and facilities; (c) the Project is located in the City at a site which is readily accessible to potential employees residing within the City and the surrounding community; (d) 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; (e) the financing of the Project, the issuance and sale of the Bonds in the aggregate principal amount of $1,700,000, the execution and delivery of the Mortgage loan Agreement, the Bond purchase Agreement and the Indenture and the performance of all covenants and agreements of the City contained in the Mortgage Loan Agreement, the Bond Purchase Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota and the home rule charter of the City to make the Mortgage loan Agreement, the Indenture, the mood Purchase Agreement and the Bonds valid and binding obligations enforceable in accordance with their terms, are authorized by the Act; (f) it is desirable that an issue of Commercial Development Revenue Bonds in the aunt of $1,700,000 be issued by the City upon the terms set forth in this resolution and the Indenture, under the provisions of utdch the City's interest in the Mortgage loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds; (g) the Loan payments required by the Ibrtgage Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on all Bonds issued under the Indenture when due; and the Mortgage loan Agreement also provides that the Partnership is required to pay all expenses of the operation and the maintenance of the Project, including, but without Limitation, adequate insurance thereon and insurance against all liability for injury to persona 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 Mortgage Loan Agreement; and (h) under the provision of Section 474.10 of the Mt and as provided in the Mortgage Loan Agreement and the Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City except its interest in the Mortgage Loan Agreement; the Bonds shall not conlitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Mortgage loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including the interest thereon, are payable solely from the revenues pledged to the payment thereof; and no Bond shall constiLme a debt of the City within the meaning of any consitutiaal or statutory limitation; provided, however, that nothing contained in this Subsection 2(i) shall impair the rights of Holders of the Bonds to enforce covenants made for to security of the Bonds as provided in Section 474.11 of the Act and as limited by the Mortgage Loan Agreement and the Indenture. Section 3. Authorization and Approval of the Project, Mortgage Loan Agreement, Guaranty, Indenture, Disbursing Agreement Bond Purchase Agreerar and Official Statement. The forms of the Mrtgage loan Agreement, the Indenture, the Guaranty, the Disbursing Agreement, the Bond Purchase Agreement and the Official Statement referred to in Section 1.05 hereof as approved. The Mortgage loan Agreement, with such variations, insertions and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the City by the Mayor and City Clerk upon execution thereof by the Partnership and executive of the Guaranty by the Guarantors. The Indenture, with such variations, insertions and addition as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the City by the Mayor and City Clerk and delivered to the Trustee. The Bond Purchase Agreement, with such variation, insertions and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the City by the Mayor and City Clerk. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and City Clerk are also authorized and directed to execute such other instnrnents as may be required to give effect to the transactions herein contemplated, including a statehat of election on the part of the City that the $10,000,000 limitation of Section 103 (b) (6) (D) of the Internal Revenue Code of 1954, as amended, apply to this financing. Section 4. Authorization and Execution of the Bonds. 4. 01. Authorization. In order to provide for the financing of the Project and in anticipation of the collection of payments under the Mortgage Loan Agreement, the City shall proceed forthwith to issue under the Mt its Bonds to be designated "City of Stillwater, Minnesota, Commercial Development Revenue Bonds (River Valley Professionals Project)," in the aggregate principal amount of $1,700,000. The Bonds shall be dated as of March 1, 1982, and shall mature in the years and in the (continued on page 456) • • • • �i' 456 • • RESOLUTION NO. 7051 - continued amuumts, and contain the redeoption and other provisions and embody the form set forth in the Indenture. Interest rates on the Bonds shall not exceed 15.75% per anon, and the rates of interest shall be approved by the Mayor and City Clerk. the City hereby consents to the dis- tribution of the Official Statement to prospective purchasers of the Bonds, but assumes no responsibility for the contents thereof. 4.02. Sale and Execution. The proposal of the Underwriter to purchase the Burxls at a price of $1,623,500 plus accrued interest, upon the terns and conditions set forth in the Indenture is hereby accepted. The Mayor and City Clark are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver then to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, dormers and instruments as may be appropriate to effect the transaction herein contemplated. The Trusteee is hereby appointed authenticating agent pursuant to Mirmesota Statutes, Section 475.55, subdivision 1. 4.03. Modifications, 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 thereof, deletions therefrom and additions thereto as may be necessary and apprpriate and approved by the City Attorney prior to the execution of the documents. The execution of any instrument by the appropiate officer or officers of the City herein authorized shall be con- clusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or the City Clerk, any of the documents authorized by this resolution to be executed, may be executed by the acting Mayor or City Clerk, respectively Section 5. Certification of Proceedings. The Mayor and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the Underwriter and the attorneys approving the legality of the Bonds certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and ffikerahil; ty of the Bonds as such facts appear from the books and records in the officers' custoy and control or as otherwise hoar to then: and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 6. Effective Bate. This resolution shall be effective immediately upon its final adoption. Adopted by this Council this 16th day of March, 1982. Published: March 23, 1982 Attest: ty Clerk /9.04n4 e+ • • •