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HomeMy WebLinkAboutResolution 84-02RESOLUTION NO. 84-02 RESOLUTION OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA, AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $4,500,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (COLUMBIA HEIGHTS MALL 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 LOAN AGREEMENT AND THE ASSIGNMENT OF LOAN AGREEMENT; APPROVING THE FORM OF THE STATUTORY MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT; APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING 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 areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; 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 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 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 insurance against all 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 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, construction, reconstruction, improvement, better- ment, or extension of such project and to refund, in whole or in part, bonds previously issued by the City under authority of the Act; and WHEREAS, the City has received from Columbia Heights Mall (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act, consisting of the acquisition, construction, and installation of a retail shopping center facility (the "Project") in the City; and WHEREAS, by Ordinance No. 953, adopted on June 8, 1981, 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 the City, ali to the benefit of the residents and taxpayers of the City; and WHEREAS, by Resolution No. 81-41, adopted on July 14, 1981, the City authorized the issuance, sale, and delivery of its Commercial Development Revenue Bonds (Columbia Heights Mall Project), Series 1981 (the "Series 1981 Bonds") for the purpose of financing the Project, and the City subsequently issued, sold, and delivered its Series 1981 Bonds; and WHEREAS, said Note issued under this resolution will be secured among other things by a mortgage and lien on said Project and 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 tt~an its interest in the Loan Agreement, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY: 1. That for the purpose of refunding, in whole, .the Series 1981 Bonds there is hereby authorized the issuance, sale, and delivery of the $4,500,000 Commercial Development Revenue Note (Columbia Heights Mall 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. 2. That the Note shall be a special obligation of the City, the principal, premium, if any, and interest on which 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. 3. That the Loan Agreement and the Assignment of Loan Agreement, dated as of the date of the Note, and executed by the City (the "Assignment of Loan Agreement"), substantially in the form now 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 Loan Agreement and Assignment of Loan Agreement. 4. That the documents designated as the Statutory Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Financing Statement, dated as of the date of the Note, from the Developer to the Lender, the Guaranty, dated as of the date of the Note from Terry Evenson (the "Guarantor") to the Lender, the PCA Statutory Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement, dated as of the date of the Note, from the Guarantor to the Lender, the Security Agreement, dated as of the date of the Note, from the Guarantor to the Lender, and the Life Insurance Assignment dated as of the date of the Note from the Guarantor to the Lender, are hereby approved in the forms now on file with the City. 5. That upon approval by the Mayor, 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, as appropriate, and the delivery of the opinion of Counsel for the City. 6. 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. 7. That all covenanfs, 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 resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City by the provisions of this resolution 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. 8. 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 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 exclusive benefit of the City and any holder from time to time of the Note issued under the provisions of this resolution. 9. That in case any one or more of the provisions of this resolution, or 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 of 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. 10. 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. 11. That the Note shall be fully registered and 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 surrendered to the City, and in the case 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 with an indemnity satisfactory 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 the 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 as the holder and absolute owner of such Note for all purposes whatsoever. 12. 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 complete performance of all the terms, covenants, and agreements contained in the Note, the aforementioned documents, and this resolution. 13. That this resolution shall be in full force and effect from and after its passage. 4 Passed and approved this 9th day of danuary, 1984. Offered by: Hovland Seconded by: Petkoff Roll call: All ayes 6-Anne Student, Council Secretary Bruce G. Nawrocki, Mayor Attest: William Elrite, City Clerk -5-