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HomeMy WebLinkAboutResolution 84-67RESOLUTION NO. 84-67 RESOLUTION OF THE CITY COUNCIL OF Tile CITY OF COLUMBIA HEIGHTS, MINNESOTA ("CITY")AUTtlORIZING THE ~SUANCE, SALE AND DELIVERY OF THE $~00,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (CENTRAL VALUE MALL Pi~OJECT) (THE "NOTE"), WHICH NOTE AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED .FROrd THE LOAN AGREEMENT, (THE "LOAN AGREEMENT"); APPROVING THE FORM OF AND THORIZING TIlE EXECUTION AND DELIVERY OF THE DISBURS- ING AGREEMENT~ THE LOAN AGREEMENT~ AND THE ASSIGNMENT OF LOAN AGREEMENT; APPt{OVING TttE FORM OF THE COMBINATION MORTGAGE~ SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND REN[[B; APPROVING CERTAIN OTHEtl DOCUMENTS AND A UTHOitlZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE; AND PROVIDING FOR THE SECURITY~ gIGHTS~ AND REMEDIES OF THE HOLDER8 OF SAID NOTE WHEREAS~ the purpose of lhe Minnesota Municipal hldustrial Development Act, Minnesota Statutes Chapter 474, as amended (the "Act"), as found and Oietermined by tim Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement, and develop- merit of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purPoSe the State of Minnesota has encouraged action by local governmental units; and WHEI{EAS, 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 pt'omote tim 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 party 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 agree~nent shall also provide that the contracting party ~shall be required t,o pay all expenses of the operation and maintenance of the roject inetuding, v¢ithout limitation, adequate insurance thereon and insurance gainst all liability for injury to persons or property arising from the operation thereof, and alt taxes and special assessments levied upon or with respect to tile project and payable during tile term of the revenue agreement; and WHEREAS, the Act further 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, constructions, reconstruction, improvement, better- ment, or extension of such project; and WHEREAS, the City has received from Kraus-Anderson, h~corporated (the "Developer"), a propo..~zl that the City fina~ce a project for purposes consistent with the Act, said project to consist of tile construction of improvements to a shopping mall facility (the "Project") in the City; and WHEREAS, by Ordinance No. 1088 of the City of Columbia Heights, Minnesota adopted on August 27, 19134, the City determined that, on the basis of information provided to it by the Developer and others, the effect of the financing 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 tile City, all to the benefit of the residents and taxpayers of the City; and Wt~EIiEAS, by Ordinance No. 1088 of the City of Columbia Heights, DMinnesota adopted on August 27, 1984, the City approved the proposal of the eveloper that the City undertake to provide fin~ancing 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 WHE[{I~;AS, the City proposes to finance the 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; arid WHEI{EAS, said Note issued under this resolution will be secured by a mortgage and lien on and an Assignment of Leases and J{ents from said Project and a pledge and assignment of the Loan Agreement, as hereinafter defined, and of tile 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 withh'~ the meaning of any constitutional, charter, or statutory limitation nor shall constitute ~or give rise to a pecuniary liability of the City or a cha~ge 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 CI~FY COUNCIL OF THE CITY: 1. That the City Council of the City finds, determines, and declares that the construction and in~stallation of the Project for incorporation into the Project within the City will expand the business and employment opportunities 2 ,~¥~thm the C~ty, wall expand the tax base of the City, will promote the development '~of property within t~m City, and will generally aid and assist the City, and that but for the availability of tax exempt industrial revenue bond financing, the Project would not otherwise be tmdertaken. 2. That for the purpose of financing the construction and installation of the Project there is hereby authorized the issuance, sale, and delivery of the $600,000 Commercial Development Revenue Note (Central Value Mall Project)(the "Note"). ~II~e Note shall bear interest at the irate, shall be numbered, ~mlt 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. 3. 'I~'mt the Note shall be a special obligation of the City the proceeds of which shall be disbursed pursuant to the Disbursing Agreement, dated as of the date of the Note and executed by Norwest Bank St. Patti, 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. "Ilmt the Disbursing Agreement, the Loan Agreement, and the Assignment of Loan Agreement, all dated as of the date of the Note, and executed oby the City (the "Assign~nent of [~oan Agreement"), all substantially in the form iow on file with the City, are hereby approved. The Mayor and City Manager of the City are hereby authorized and directed to execute and deliver the Disbursing Agree~nent, tx>an Agreement and ~Yssignment 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 tim City. 6. 'lhat 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 a~nendments 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. 7. That the Mayor and City Mam~ger 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. ~t~mt all covenants, stipulations, ,.>bligatiorkq, 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 the full extent authorized or permitted by law, and alt such covenants, ipulations, obligations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred nnd duties and liabilities imposed upon the City by the provisions of this resolution or of the aforementioned doc~Jments to be executed and delivered by the City shall be exercised or performed by the City or by such me~nbers 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 ei~nployee 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 or shall be construed to confer upon any person, firm, or corporation, other than the City or any holder of the Note |ss~ed 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 exclusive 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 tl'~e provisions of this resolution, or f the aforementioned docume~ts, or of the Note issued hereunder shall for any eason be held to be illegal or invalid, such illegality or hivalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Note, but t~is resolution, the aforementioned documents and the Note shall be construed and endorsed as if such illegal or invalid provision had not been contained the re in. 11. That tI'~e Note shall contain a recital that it is issued pursuant to the Act, and such recitat 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 execration of the aforementioned documents to happen, ex~st 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 la~v. 12. 'i~hat the Note shall be fully registered by the City at the option of the Lender or any s~bsequent 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, tost, 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 surrendered to the City, and in the case of any lost, stolen, or Odestroyed Note, there first, shall be furnished to the City evidence of such loss, 4 theft, or destruction satisfactory to the City, together with an indemnity satis- factory to the City. The City may condition its registration of the transfer of any Note or the replacement of any mutilated, Io~t, stolen, or destroyed Note upon the payment to the Cit~ of its reasonable fees and expenses for such services. The City may treat and consider the person in whose name any Note is registered as 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 a~e hereby authorized to do ali acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Note for the full, punctual, and complete performance of all the terms, covenants, and ag~reements contained in the Note, the aforementioned documents, and this resolution. 14. That this resolution shall be in full force and effect from and after its passage. Passed this l_j~t.h day of December, 1984. Offered by: PetkoCf Seconded by: Peterson RolICalh Al I Ayes ,.~'~dretary to Council Bruce 'G~'~Nawrocki, Mayor I hereby certify that the above is a true and correct copy of a resolution adopted by the City Cotmcil of the City of Columbia Heights on the l?th day of December, 1984. ~,,' W~am J. El~it~ City Clerk 5