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HomeMy WebLinkAbout6404 - ADMIN Resolution - City Council - 1979/10/151 a OCTOBER 15, 1979 8f RESOLUTION NO. 6404 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $2,400,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (FRED G. ANDERSON, INC. PROJECT) SERIES 1979 PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 WHEREAS, the City of St. Louis Park (the "City") is authorized by the Minnesota Municpial Industrial Development Act, as amended, (the "Act") to issue its revenue bonds and to make secured or unsecured loans to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real property and the installation of machinery and equipment of any and all kinds and any other personal properties deemed necessary in connection with a project, as defined in the Act; and WHEREAS, the City has made the necessary arrangements with FRED G. ANDERSON, INC. (the "Company"), a Minnesota corporation for the construction of a project consisting of the improvement of land and construction thereon of an office and warehouse building of approximately 60,000 square feet to be used as a corporate headquarters, retail showroom and warehouse facility (the "Project"), which will be of the character contemplated by and will accomplish the purposes provided by the Act; and WHEREAS, it has been determined that bonds in the principal amount of $2,400,000 should be issued, sold and delivered to provide proceeds for a loan to be made to the Company to pay a part or all of the cost of the Project; and NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of St. Louis Park, Minnesota, as follows: TABLE OF CONTENTS Page ARTICLE ONE: DEFINITION, EXHIBITS AND GENERAL PROVISIONS Section 1-1. Definitions 1 1-2. Rules of Interpretation 2 ARTICLE TWO: APPROVAL OF DOCUMENTS: GENERAL PROVISIONS RELATING TO THE BOND Section 2-1. Authorization 3 2-2. Preliminary City Approval: Approval by Commissioner of Securities 3 2-3. Approval of Documents 3 2-4. Form and Authorized Amount 3 2-5. Execution 3 2-6. Mutilated, Lost and Destroyed Bond 3 2-7. Optional Redemption 4 2-8. Notice: Redemption 4 2-9. Partial Redemption of a Bond 4 2-10. Exchange of Bonds 4 2-11. Cancellation 4 2-12. Registration: Securities Act 4 2-13. Registration of Transfer 5 2-14. Cessation and Continuation of Interest. . 5 ARTICLE THREE: AUTHORIZATION AND SALE: TERMS AND CONDITIONS OF THE BOND Section 3-1. Approval of Terms 6 3-2. Sale of Series 1979 Bond 6 3-3. Delivery of the Bond 6 ARTICLE FOUR: APPROVALS AND AUTHORIZATION: LIMITATIONS OF CITY OBLIGATION Section 4-1. Authorization: Authentication of Transcript 7 4-2. Election under Internal Revenue Code. . . . 7 4-3. Registration Records 7 4-4. Limitation of the City's Obligations. . . 7 4-5. Execution and Delivery 8 FORM OF BOND 9 ARTICLE ONE DEFINITION, EXHIBITS AND GENERAL PROVISIONS Section 1-1. Definitions. In this Resolution the following terms have the following respective meanings unless the context hereof clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Bondholder: the Holder of any Outstanding Bond; Bond: the Industrial Development Revenue Bond (Fred G. Anderson, Inc. Project) Series 1979 in the aggregate principal amount of $2,400,000, to be issued by the City pursuant to this Resolution, sometimes referred to herein as "the Series 1979 Bonds"; Bond Register: the register maintained by the City pursuant to Section 2-14 hereof; City: the City of St. Louis Park, Minnesota, its successors and assigns; Code: the Internal Revenue Code of 1954, as amended; Company: Fred G. Anderson, Inc. a Minnesota corporation and its successors and assigns, and any surviving, resulting or transferee entity which may assume its obligations in accordance with the provisions of the Agreement; Cost: the sum of the Project cost items enumerated in Section 4.04 of the Loan Agreement; Fully Registered Bond: any Bond registered as to payment of both principal and interest; Holder: when used with respect to any Registered Bond, the Registered Holder thereof; Loan Agreement: the Loan and Bond Purchase Agreement dated , 1979 between the City, the Bank and the Company and any amendments or supplements thereto. Mortgage: that certain Combination Mortgage, Security Agreement and Fixture Financing Statement by the Company to the Bank, the form of which is attached to the Loan Agreement as Exhibit B; Payment Date: a date on which an installment of interest or of principal and interest is due on the Series 1979 Bond; Pledge Agreement: the Pledge Agreement by which the City assigns to Purchaser its rights under the Loan Agreement as security for the Bond; Purchaser: Northwestern National Bank of Minneapolis, Minneapolis, Minnesota, (sometimes referred to as "the Bank"); Registered Bond: any Fully Registered Bond; Resolution: this Resolution, including any amendment thereto; Registered Holder: the person in whose name a Registered Bond is registered in the Bond Register; Section 1-2. Rules of Interpretation. (1) This Resolution shall be interpreted in accordance with and governed by the laws of the State of Minnesota. 1' (2) The words "herein" and "hereof" and "hereunder" and words of similar import, without reference to any particular section or subdivision, refer to this Resolution as a whole rather than to any particular section or subdivision hereof. (3) References in. this Resolution to any particular article, section or subdivision hereof are -to the designated article, section or subdivision of this Resolution as originally adopted. (4) Any terms not defined herein but defined in the Loan Agreement or the Mortgage shall have the same meaning herein unless the context hereof required otherwise. (5) The headings of articles and sections hereof are for convenience only and are not a part of this Resolution. (6) Unless the context hereof clearly required otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. 2 ti 1 ARTICLE TWO APPROVAL OF DOCUMENTS: GENERAL PROVISIONS RELATING TO THE BOND Section 2-1. Authorization. The City is authorized by the Act to issue revenue bonds and loan the proceeds thereof to business enterprises to finance the acquisition and construction of "projects" as defined in the Act, and to make all contracts, execute all instruments, and do all things necessary or convenient in the exercise of such authority. Section 2-2. Preliminary City Approval: Approval by Commissioner of Securities. By preliminary resolution duly adopted by this Council on July 16, 1979, the Council gave preliminary approval to the sale of revenue bonds and the loan of proceeds to the Company for the construction of the Project, and authorized the preparation of such documents as may be appropriate to the Project and the issuance and sale of the Bonds. The Commissioner of Securities of the State of Minnesota approved the Project on August 16, 1979. Section 2-3. Approval of Documents. Pursuant to the above, there have been prepared and presented to this Council copies of the following documents, all of which are now, or shall be placed on file in the office of the City Clerk, and which are approved substantially in the form presented, subject to such modifications as are acceptable to the parties and the City Attorney: (a) the Loan Agreement; (b) the Pledge Agreement; and (c) the Mortgage. Section 2-4. Form and Authorized Amount. The Bond shall be issued substantially in the form set forth in Article Three hereof with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions of this Article and Article Three. The total principal amount of the Bonds that may be delivered hereunder is expressly limited to $2,400,000. Section 2-5. Execution. The Bond may be in typewritten form and shall be executed on behalf of the City by the manual signatures of the Mayor and City Manager and shall have the official seal of the City affixed or imprinted thereon. In case any officer whose signature appears on the Bond shall cease to be such officer before the delivery of the Bond, such signature shall never- theless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Section 2-6. Mutilated, Lost and Destroyed Bond. In case the Bond shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the City in connection therewith, and, in case of a Bond destroyed 3 or lost, his filing with the City evidence of such loss or destruction satis- factory to it together with the indemnity required by Section 475.70 of the Act. If the mutilated, destroyed or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. Section 2-7. Optional Redemption. The Bond is subject to redemption and prepayment, in whole or in part, on Payment Date, at a price of the principal amount to be prepaid plus accrued interest to date of redemption. Section 2-8. Notice: Redemption. Notice of redemption shall be given by first class mail, postage prepaid, mailed by the Company not less than 30 days prior to the redemption date, to the Registered Holder of the Bond at the last address appearing on the Bond Register. Section 2-9. Partial Redemption of a Bond. The principal amount of the Bonds to be called for redemption pursuant to Section 2-7 hereof shall be in an integral multiple of $10,000 and shall be applied in reduction of the principal amount of the Bond redeemed in inverse order of Payment Dates. Upon such redemption the Bond may, upon the written request of the Holder accompanied by a certificate of the Company Representative that such redemption and prepayment has been made, be surrendered to the City which shall forthwith execute and deliver to the Holder thereof, without charge, a new Bond in the aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. In case the entire principal amount of the Bond is redeemed and prepaid, the Bond shall be surrendered to the City for cancellation and shall not be reissued, and no new Bond shall be issued in lieu of the prepaid principal amount of the Bond. Section 2-10. Exchange of Bonds. Subject to the provisions of Section 2-13, the registered holder of the Bond, may request the City to issue new bonds in exchange for the outstanding principal amount of the Bond in multiples of $1,000. Such request shall be made in writing to the City at fifteen days in advance of the date of exchange, which date shall be a Payment Date and upon surrender of the Bond to be exchanged at the office of the City Clerk in St. Louis Park, Minnesota. The Purchaser requesting such exchange shall bear all expenses in connection with such exchange. The new bonds shall bear interest at the same rate as the Bond to be exchanged and shall be in an aggregate principal amount equal to the then unpaid principal amount of such Bond, maturing serially and annually in the same amount, and on the same dates as the unpaid installments of principal of the Bond and shall be in such form, and with necessary modifications thereto as shall be approved by the City attorney and bond counsel to the City. Section 2-11. Cancellation. When the Bond has been redeemed and paid in full, it shall be cancelled by the City and shall not be reissued. The Holder shall deliver to the City either the cancelled Bond or a certificate of a responsible officer of the Holder certifying as to the destruction thereof. Section 2-1.2 Registration: Securities Act. The Bond has not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws for initial distribution, and the Bond have been sold initially only to the Bank pursuant to the investment representation of the Purchase. 4 ii Section 2-13. Registration of Transfer. The City will cause to be kept at the office of the City Clerk a Bond Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Bond. The Bond shall be transferable only upon the Bond Register by the the Registered Holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Bonds together with a written instrument of transfer satisfactory to the Clerk and the City Attorney, duly executed by the Registered Holder or its duly authorized attorney. Upon such transfer the City shall note the date of registration and the name and address of the new registered owner in the Bond Register and in the registration blank appearing on the Bond. Alternatively, the city shall, at the request and expense of the registered Holder issue a new Bond, in aggregate outstanding principal amount equal to that of the bond surrendered, and of like tenor except as to principal amount, and registered in the name of the registered Holder or such transferee as may be designated by the registered Holder. The City may deem and treat the person in whose name the Bond is last registered in the Bond Register and by notation on the Bond as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes. The Bond shall be initially registered in the name of the Bank. Section 2-14. Cessation and Continuation of Interest. Interest on the Bond shall cease on its payment in full. If the Bond is not presented for payment when due and funds sufficient to pay the Bond shall have been paid to the Holder, (i) all liability of the City for payment of the Bond shall forthwith cease and (ii) the Holder of the Bond shall thereafter have no rights with respect thereof except to receive payment therefor. 5 ARTICLE THREE AUTHORIZATION AND SALE: TERMS AND CONDITIONS OF THE BOND Section 3-1. Approval of Terms. The City shall forthwith issue and sell the Bond in the principal amount of $2,400,000. The Bond shall be in substantially the form set forth hereto in Exhibit I which terms and provisions are hereby approved and incorporated herein. Principal and interest shall be pays ble at the main office of the Bank in Minneapolis, Minnesota. Section 3-2. Sale of Series 1979 Bond. The offer of the Bank to purchase the Series 1979 Bond at a price of $2,400,000 in accordance with the Terms of the Loan Agreement is hereby found to be reasonable and is accepted. Pursuant to the Loan Agreement the Bank has agreed to pay the purchase price of the Bond in installments in the form of Advances to the City up to the authorized principal amount of the Bond to be loaned to the Company to pay Project Costs all as provided in Article III of the Loan Agreement and in this Resolution. Section 3-3. Delivery of the Bond. The Bond shall be delivered to the Bank upon payment of all or part of the purchase price on the Closing Date as defined in the Loan Agreement, and upon compliance with all conditions of Section 3.06 of the Loan Agreement relating to closing and delivery. 6 ii 1 1 ARTICLE FOUR APPROVALS AND AUTHORIZATION: LIMITATIONS OF CITY OBLIGATION Section 4-1. Authorization: Authentication of Transcript. Upon the execution of the documents approved in Article Two hereof, the Mayor, and City Manager and City Clerk are authorized and directed to execute the Bond on behalf of the City and to deliver it to the Bank, and to execute such other certifications, documents or instructions as may be required by the Agreement, or Cas bond counsel or counsel for the Bank shall require, subject to the approval of the City Attorney, and all certifications, recitals and representations of the City. Upon delivery of the Bond, the proceeds thereof shall be disbursed to the Company pursuant to the Loan Agreement. Execution of any instrument or document by one or more appropriate officers of the city shall constitute, and shall be deemed the conclusive evidence of, the approval and authorization by the City and the Council of the instrument or document so executed. In the event of the absence or disability of the Mayor, City Manager, or City Clerk, such officers of the city as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officials. Section 4-2. Election under Internal Revenue Code. The City hereby elects that the provisions of Section 103(b) (6) (D) of the Code and Reg. §1.103-10(b) (2) (vi) thereunder, permitting the issuance of tax exempt industrial development bonds in amounts up to $10,000,000 under certain conditions, shall apply to the Bond, and the Mayor and City Manager or either of them are authorized to execute and file the appropriate form of election under the Code and Regulations with the Internal Revenue Service. Section 4-3. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be paid to the Bank for the account of the Holder entitled thereto in Federal or other immediately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bond on his bond register as required by the Act and Minnesota Statutes, Section 475.63 Section 4-4. Limitation of the City's Obligations. Notwithstanding anything contained in the Bond or the Loan Agreement or any other documents relating thereto, the Bond shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation, and shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bond or the interest thereon, or to enforce payment thereof against any property of the City, and the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The agreement of the City to perform the covenants and other 7 provisions contained in the Bond and the Loan Agreement shall be subject at all times to the availability of revenues furnished by the Company sufficient to pay all costs of such performance or the enforcement thereof, and neither the City nor any of its officials, officers, agents or employees shall be subject to any personal liability thereon. Section 4-5. Execution and Delivery. The Mayor, the City Manager, the City Clerk and the City Attorney are authorized and directed to take all actions necessary to carry out the provisions of this Resolution relating to the execution and delivery of the documents described herein. c Adopted by the City Council 0 e 15, X979 Attest: AkAoCCg2dt-- City Clerk a(mit stration: Approved as to form and legality: 8 City At rney c (FORM OF BOND) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF ST. LOUIS PARK INDUSTRIAL DEVELOPMENT REVENUE BOND (Fred G. Anderson, Inc. Project) Series 1979 Exhibit I KNOW ALL MEN BY THESE PRESENTS That the City of St. Louis Park, in the County of Hennepin and the State of Minnesota (the "City"), for value received, promises to pay to NORTHWESTERN NATIONAL BANK OF MINNE- APOLIS, in the City of Minneapolis, Minnesota, or its registered assigns, solely from the source and in the manner hereinafter provided, the principal sum of TWO MILLION FOUR HUNDRED THOUSAND DOLLARS ($2,400,000) on June 1, 1995, upon presentation and surrender hereof, and to make prepayments of said principal sum in installments as hereinafter provided, and to pay the owner hereof interest on the outstanding and unpaid balance of advances on account of such principal sum from the date hereof until said balance of the principal sum is paid. Interest only at the rate of Eight and Fifty Hundreths per cent (8.50%) per annum is payable in monthly installments of $ commencing on November 1, 1979 and continuing on the first day of each month thereafter to and including June 1, 1980. Principal and interest at the rate of eight and twenty-five hundredths per cent (8.25%) per annum are payable in 179 monthly installments of $ commencing on July 1, 1980 and continuing on the first day of each month thereafter to and including May 1, 1995, plus a final installment on June 1, 1995, in the amount of the entire principal balance plus accrued interest to the date of final payment. Principal and interest shall be paid to the registered holder thereof in Federal or other immediately available funds at the offices of the Northwestern National Bank of Minneapolis, in the City of Minneapolis, Minnesota. This Bond is issued pursuant to the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute a charge against the general credit or taxing powers of the City and does not grant to the owner or holder of this Bond any right to have the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation of the City or the individual officers or agents thereof. This Bond and interest hereon are payable solely and only from the moneys received under the Loan Agreement, and the Mortgage hereinafter mentioned, including loan repayments to be made by Fred G. Anderson, Inc. a Minnesota corporation (the "Company") . This Bond has been authorized by law to be issued and has been issued by the City for the purpose of funding a loan from the City to the Company to finance the costs of the acquisition, construction, equipping and installation by 9 the Company of a Project, as defined by Section 474.02, Subdivision la of the Act, consisting of certain land and buildings and other improvements, equipment and items of personal property suitable and to be used by the Company as its corporate headquarters and as an office and warehouse building. The Bond is issued pursuant to a Loan and Bond Purchase Agreement (the "Loan Agreement") dated as of , 1979 by and among the City, Northwestern National Bank of Minneapolis (the "Bank") and the Company and a Resolution (the "Resolution") adopted by the City Council of the City on October 15, 1979. The Bond is secured by the Loan Agreement, a Pledge Agreement of the Agreement to the Bank (the "Pledge Agreement") dated as of 1, 1979, and a Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") dated as of , 1979 from Company to Bank to which Loan Agreement, Pledge Agreement, and Mortgage reference is hereby made for a full description of a limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature and extent of the security thereby created, the rights of the Holder of this Bond and the rights, duties and immunities and obligations of the Bank, Company, and the City thereunder. Certified copies of the Resolution and executed counterparts -of the Loan Agreement, the Pledge Agreement, and the Mortgage, are on file at the office of the City Clerk. This Bond is subject to redemption and prepayment at its principal amount plus accrued interest to the date of redemption, and upon direction of the Company, at a price of the principal amount to be redeemed plus accrued interest to date of redemption, and subject to the provisions of Sections 2-7 and 2-8 of the Resolution. In the event of a "Determination of Taxability", as defined in the Loan Agreement, the Bond shall be deemed to bear and have borne interest (i) from the Date of Taxability to May 31, 1980 at an annual rate that shall at all times be equal to 2' % over the prime rate of interest charged by the Bank from time to time on 90 -day unsecured loans to its commercial borrowers (the highest credit rating, which annual rate shall change when and as said prime rate shall change) and (ii) from and after May 31, 1980 until the Bond is fully paid at the rate of % per annum. Upon such Determination of Taxability the Company shall promptly pay to the Holders of the Bonds the difference between (i) the amount of interest that would have been due under the Bond from the Date of Taxability to the date the Determination of Taxability is made if calculated at the applicable rates set forth above and (ii) the amount of interest actually paid under the Bond during such period. This Bond is issued pursuant to and in full compliance with the Constitu- tion and laws of the State of Minnesota, particularly the Act, and the Home Rule Charter of the City, and pursuant to the Resolution, which Resolution authorizes the execution and delivery of the Loan Agreement and the Bond, and is a special obligation of the City payable solely from revenues derived from the Loan Agreement, including payments required to be made thereunder by the Company in amounts sufficient to pay the principal of, premium, if any, and interest on, and fees and expenses in connection with, the Bond as the same become due and payable. This Bond does not constitute an indebtedness of the City within the meaning of any constitutional, charter or statutory limitation and does not constitute a charge against the general credit or taxing powers of the City. 10 As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable by the Registered Holder hereof upon surrender of this Bond for transfer at the office of the City Clerk duly endorsed or accompanied by a written instrument of transfer in the form satisfactory to the City and executed by the Registered Holder hereof or his attorney duly authorized in writing. Thereupon the City shall execute and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee, of an authorized denomination, in aggregate principal amount equal to the then outstanding principal amount of this Bond, of the same maturity, and bearing interest at the same rate. This Bond shall be initially registered in the name of Northwestern National Bank of Minheapolis. In addition, and subject to certain limitations set forth in the Resolution, the registered Holder of either of the Bonds may request the City to issue at the sole expense of the Holder, new registered bonds in exchange for the outstanding principal amount of either of the Bonds in multiples of $1,000, bearing interest at the same rate as the Bond to be exchanged maturing serially and annually in the same amounts and on the same dates as the then unpaid principal amount of such Bond, and in such form as shall be approved by the City Attorney and Bond_ Counsel to the City. IT IS HEREBY CERTIFIED, RECITED AND DECLARED That all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Agreement and the Resolution and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond, together with all other obligations of the City on the date hereof, does not exceed or violate any constitutional, charter or statutory limitation of indebted- ness. IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by its governing body, has caused this Bond to be executed in its name by the manual signatures of its Mayor and City Manager, and sealed with its official seal, and has caused this Bond to be dated as of 1979. City Manag (SEAL) 10 PROVISIONS AS TO REGISTRATION The ownership and unpaid principal of this Bond and the interest accruing thereon is registered on the Bond Register of the City of St. Louis Park in the name of the Holder last noted below. Name of Date of Registered Registration Holder Northwestern National Signature of City Clerk Bank of Minneapolis (Form of Transfer) For value received, the undersigned owner does hereby assign and transfer the foregoing Bond to the named Assignee, and the undersigned City Clerk of the City of St. Louis Park as bond registrar hereby certifies that the foregoing Bond has been transferred and registered on the bond register in the name of such Assignee. Name of Assignee Signature of Owner 11 Signature City Clerk Date of Transfer on Bond Register