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HomeMy WebLinkAboutOrdinance 903ORDINANCE NO. 903 ORDINANCE RELATING TO A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPmeNT ACT, AUTHORIZING THE SALE AND ISSUANCE OF $4,500~000 INDUSTRIAL DEVELOP.~ENT REVENUE BONDS AND APPROVING. AND AUTHORIZING VARI- OUS ACTIONS AND INSTRUMENTS IN CONNECTION THEREWITH The City of Columbia Heights does ordain. 1. It has been proposed that the City of Columbia Heights ~he "City") issue its Industrial Development Revenue Bonds (Midland Cooperatives, Inc. Project) Series 1979, dated as of August 1, 1979, in the aggregate principal amount of $4,500,000 (the Bonds~ and loan the proceeds of the Bonds to Midland Cooper- atives, Inc., a Minnesota cooperative corporation (hereinafter, the "Company,l, which will use the proceeds to provide funds to financs costs of acquisition, construction and equipping of a headquarters and office facility (the '~Project") to be used by the Company and to be located in the City. The Council gave approval by resolution adopted December 27, 1977, to the issuance of bonds in an amount not to exceed $4,800,000 to finance costs of the Pro- ject. Drafts of the following documents relating to the Project have been submitted to the Council and are now, or shall be, placed on file in the offices of the City: (al Loan Agreement (the "Loan Agreement"), dated as of August 1, 1979, proposed to be made and entered into between the City and the Company; (b} Indenture of Trust (the "Indenture"), dated as of August 1, 1979, proposed to be made and entered into between the City and the American National Bank and Trust Company, in St, Paul, Minnesota, as trustee (the "Trustee"); (cl Mortgage and Security Agreement (the "Mort- gage"), dated as of August 1, 1979, proposed to be made and entered into between the Company and Trustee; (d) Agency Agreement (the "Agency Agreement"), proposed to be made and entered into among the City, the Company and Dougherty, Dawkins, Strand & Ekstrom, as Agent (the "Agent"); and (e) Representation and Indemnity Agreement (the "Representation and Indemnity Agreement"), proposed to be made and entered into among the City, the Agent and the Company. 2. It is hereby found, determined and declared that: [al the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with Minnesota Statutes, Chapter 474, as amended (the "Act"); ~] the properties described in the Loan Agreement and Indenture referred to in Section 1 constitute a pro- ject authorized by the Act; ~k the purpose of the Project is and the effect tkereof will be to promote the public welfare by the attraction, encouragement, retention and development of economically sound industry and commerce so as to pre- vent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development and retention of industry to use the avail- able resources of the community in order to retain the benefit of its existing investment in educational and public service facilities',' by halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human re- sources needed as a base for providing governmental services and facilities; more intensive development of land available in the community to provide an adequate tax base to finance the increase in the amount and cost of governmental services; and a better distribution of tax burdens between industrial or commercial properties and residential properties within the City; ~k the Project has been approved by the Commis- sioner of Securities of the State of Minnesota as tend- ing to further the purposes and policies of the Act; tel the financing of costs of the Project, the issuance and sale of the Bonds, the execution and deliv- ery of the Loan Agreement, the Indenture, the Agency Agreement and the Representation and Indemnity Agreement and the performance of all covenants and agreements of the City contained in such documents and of all other acts and things required under the Constitution and laws of the State of Minnesota to make such documents and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; ~L it is desirable that a series of Industrial Development Revenue Bonds in the amount of $4,500,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's in- terest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the pay- merit of principal and interest on the Bonds; -2- ~ the loan payments contained in the Loan Agree- ment are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of 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 and maintenance of the ~roject including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agree- ment; and (hk under the provisions of Minnesota Statutes, Section 474.10, 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 rev- enue 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; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; each Bond issued under the In- denture shall recite that the Bond, including interest thereon, is payable solely from the revenue pledged to the payment thereof and shall contain a recital that the Bonds are issued pursuant to the Act, which recital, in accordance with the provisions of Section 474.08 of the Act shall be conclusive evidence of their validity and of the regularity of their issuance; and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3. The documents referred to in Section 1 of this ordi- nance are mpproved. The Mayor and City Manager are hereby auth- orized and directed in the name and on behalf of the City, to exe- cute such of the documents referred to in Section 1 of this res- olution to which the City is a party, and such other documents, instruments or certificates as are deemed necessary or desirable by the City Attorney and bond counsel. Copies of all documents shall be delivered, filed and recorded as provided therein. 4. In anticipation of the collection of payments under the Loan Agreement, there is hereby authorized and the City shall proceed forthwith to issue the Bonds, denominated Industrial Development Revenue Bonds (Midland Cooperatives, Inc., Project) Series 1979, dated as of August 1, 1979, in the aggregate principal amount of $4,500,000, in the form and upon the terms, including the.denominations, maturity date, interest rate, redemption fea- tures and other terms,set forth in the Indenture, which form and terms -3- are for tkis purpose incorporated in this ordinance and made a part hereof. The proposals of the following purchasers (the "Original Purchasers") to purchase such Bonds at a price of par plus accrued interest, in the aggregate principal amounts set forth below, are hereby found and determined to be reasonable and are hereby accepted: Original Purchaser k~ount Mutual Service Casualty Insurance Company $1,500,000 Nationwide Mutual Insurance Company 3,000,000 The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliv- er them to the Trustee, together witk a certified copy of this ordinance and other documents required by the Indenture, for authentication and delivery to the Original Purchasers. 5. The Mayor and City Manager are hereby authorized and directed on behalf of the City to execute and file with the Internal Revenue Service a statement of election by the City to issue its Bonds in excess of $1,000,000, as provided by the Inter- nal Revenue Code of 1954, as amended, and the regulations there- under. 6. The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the Original Purchasers of the Bonds and to bond counsel, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be re- quired to show facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, in- cluding any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. 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 therefrom and additions thereto as may be nec- essary and appropriate, and are approved by the City Attorney prior to the execution of the documents. The execution of any in- strument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability.of_the Mayor or of the City Manager, any of tke instru- ments authorized by this ordinance to be executed, shall be exe- cut, ed by such officer or officers of the City, who, in the opin- ion of the City Attorney, may execute such instruments. -4- First Reading: Second Reading: Date of Passage: June 25, 1979 July 9, 1979 July 9, 1979 Offered by: Logacz Seconded by: Heintz Roll Call: All Ayes Bru~ G. Nawrocki, Mayor Secretary pro-tem -5-