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HomeMy WebLinkAboutResolution 83-67RESOLUTION NO. 83-67 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA ("CITY") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $4,500,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (KRAUS- ANDERSON, INC. PROJECT) (THE "NOTE"), WHICH NOTE AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT, (THE '~LOAN AGREEMENT"); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE DISBURSING AGREEMENT, THE LOAN AGREEMENT, AND THE ASSIGNMENT OF LOAN AGREEMENT; APPROVING THE FORM OF THE COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS; APPROVING CER- TAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AU- THORIZING THE EXECUTION AND DELIVERY OF THE NOTE; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE HOLDERS 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 area~s of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental unit~; 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 Columbia Heights, Minnesota (the "City"), desires to expand the business and employment opportunities, and the available tax base of the City, and to promote the development of property within the City; and WHEREAS, the City 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 subdivision or agency in such manner that payments required thereby to be made by the contracting pa~ty 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,' without limitation, adequate insurance thereon and irmurahee against ~/1 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 f%~rther 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, better- ment, or extension of such project; and WHEREAS, the City has received from Kraus-Anderson, Incorporated (the "Developer"), a proposal that the City finance a project for purposes consistent with the Aet~ said project to consist of the acquisition, construction, and installation of an shopping mall facility (the "Project") in the City; and WHEREAS, by Ordinance No. 1062 of the City of Columbia Heights, Minnesota adopted on October 24, 1983, the City determined that, on the basis of information provided to it by the Developer and others, the effect of the finanding 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 facilitate the development of property within the City, all to the benefit of the residents and taxpayers of the City; and WHEREAS, by Ordinance No. 1(]62 of the City of Columbia Heights, Minnesota adopted on October 24, 1983, the City approved the proposal of the Developer that the City undertake to provide financing for the Project and gave preliminary approval to the financing of the Project, including the issuance, sale, and delivery of the Note, as hereinafter defined, subject to final approval by the City~ and WHEREAS, the City proposes to finance the acquisition, construction, and installation of the Project pursuant to authority conferred by the Act through the issuance of the Note, as hereinafter defined, under this resolution; and WHEREAS, said Note issued under this resolution will be secured by a mortgage and lien on and an Assignment of Leases and Rents from said Project arid 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, charter, or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the City or a charge against its 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 its interest in the Loan Agreement, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY: 1. That the City Council of the City finds, determines, and declares that the acquisition, construction, and installation of the Project for incorporation into the Project within the City will expand the business and employment opportunities within the City, will expmnd the tax base of the City, will promote the development of property within the City, and will generally aid and assist the City. 2. That for the purpose of financing the acquisition, eormtruetion, and installation of the Project there is hereby authorized the issuance, sale, and delivery of the $4,500,000 Commercial Development Revenue Note (I{raus- Anderson, Inc. Project) (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 substantially in the form now on file with ~the City. $. That the Note shall be a special obligation of the City the proceeds of whieh shall be disbursed pursuant to the Disbursing Agreement, dated as of the date of the Note and executed by Norwest Bank St. Paul, National Association (the "Lender"), the Developer, First Security Title, Inc. (the "Disbursing Agent") and the City. The principal, premium, if any, and interest on the Note 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 Mayor and City Manager of the City are hereby authorized and directed to execute and deliver the Note. 4. That the Disbursing Agreement, the Loan Agreement, and the Assignment of Loan A[~reement, all dated as of the date of the Note, and executed by the City (the "Assignment of Loan Agreement"), all substantially in the form now on file with the City, are hereby approved. The Mayor and City Clerk of the City are hereby authorized and directed to execute and deliver the Disbursing Agreement, Loan Agreement and Assignment of Loan Agreement. 5. That the documents designated as the Combination Mortgage, Secur- ity Agreement, and Fixture Financing Statement, dated 'as of the date of the Note, from the Developer to the Lender, and the Assignment of Leases and Rents, dated as of the date of the Note from the Developer to the Lender are hereby approved in the forms now on file with the City. 6. That upon approval by the Mayor and City Manager, and concurrence by Counsel for the City, amendments may be made to the aforementioned documents to the extent such amendments are not substantial and are not inconsistent with this resolution. Such approval and concurrence shall be evidenced by the execution of the aforementioned documents by the Mayor and City Manager and the delivery of the opinion of Counsel for the City. ?. That the Mayor and City Manager of 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. 8. That all covenants, stipulations, obligations, and agreements of the City contained in this resolution and the aforementioned documents shall be deemed 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 resoiution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City by the provisions of this re~olution or of the aforementioned documents to be executed and delivered by the City shall be exercised or performed by the City or by such members 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. 9. That except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended c.r shall be construed to confer upon any person, 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 exelusive benefit of the City and any holder from time to time of the Note issued under the provisions of this resolution. 10. That in case any one or more of the provisions of this resolution, ¢,r 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 ~f 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. 11. That the Note 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 Charter of the City and 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. 12. That the Note shall be fully registered by the City at the option of the Lender or any subsequent holder of the Note. If fully registered the Note may be transferred only upon the books of the City kept for that purpose by the note registrar of the City. The City Clerk of the City is hereby appointed as Note Registrar of the City. In the event any Note is mutilated, lost, stolen, or destroyed, the City shall execute and deliver to the registered holder of such Note a new Note of like date, maturity, and denomination to that mutilated, lost, stolen, or destroyed, provided that, in the case of any mutilated Note, such mutilated Note shall first be surrender.ed to the City, and in the ease of any lost, stolen, or destroyed Note, there first shall be furnished to the City evidence of such loss, theft, or destruction satisfactory to the City, together wi'th an indemnity saris- 4 factory to the City. The City may condition its registration of the transfer of any Note or the replacement of any mutilated, lost, stolen, or destroyed Note upon the payment to th~ City of its reasonable fees and expenses for such services. The City may treat and consider the person in whose name any Note is registered ms the holder and absolute owner of such Note for all purposes whatsoever. 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 6omplete performance of all the terms, covenants, and agreements contained in the Note, the aforementioned documents, and this resolutfon. 14. That this resolution shall be in full force and effect from and after' its passage. Passed this 27th day of December, 1983. Offered by: Norberg Seconded by: Hentges Roll Call: Ail Ayes Bruce G. Nawrocki, Mayor I hereby certify that the above is a true and correct copy of a resolution adopted by the City Council of the City of Columbia Heights on the 27th day of Deeember~ 1983. Wm~a~ J. ~i~e, Olay