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HomeMy WebLinkAbout6519 - ADMIN Resolution - City Council - 1980/03/24r f MARCH 24, 1930 8d RESOLUTION NUMBER 6519 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL REVENUE BOND PURSUANT TO CHAPTER 474, MINNESOTA STATUTES TO PROVIDE FUNDS TO BE LOANED TO LELAND E. GOTTSTEIN AND MARY GOTTSTEIN FOR INDUSTRIAL DEVELOPMENT PROJECT AND APPROVING LOAN AGREEMENT, PLEDGE AGREEMENT, CONSTRUCTION LOAN AGREEMENT, COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT, LEASE ASSIGNMENT, GUARANTY AGREEMENT AND BUY AND SELL AGREEMENT BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota (the "City"), as follows: 1. Authority. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing the cost of autho- rized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Project; Documents Presented. This Council proposes that the City shall issue and sell its City of St. Louis Park Industrial Development Revenue Bond (Gottstein Project) in substantially the form set forth in Exhibit A to the hereinafter mentioned Loan Agreement (the "Bond") pursuant to the Act and loan the proceeds thereof to Leland E. Gottstein and Mary Gottstein individuals residing in the City of St. Louis Park, Minnesota (the "Borrowers"), to finance the costs of the con- struction of an office and warehouse facility in the City, and the acquisition and installation of equipment therefor, together with any site improvements required in relation thereto, (the "Project") all to be owned by the Borrowers and leased to certain tenants all pursuant to the Act. Forms of the following documents relating to the Bond and the Project have been submitted to the City Council and are now on file in the office of the City Clerk. (a) Loan Agreement (the "Loan Agreement") dated as of March 1, 1980, between the City and the Borrowers whereby the City agrees to make a loan to the Borrowers and the Borrowers agree to complete the Project and to pay amounts sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bond; (b) Assignment and Pledge Agreement (the "Pledge Agreement"), dated as of March 1, 1980, from the City to First National Bank of Minneapolis (the "Mortgagee"), whereby the City assigns certain of its interest in the Loan Agreement to the Mortgagee as security for the Bond; (c) Construction Loan Agreement (the "Construction Loan Agreement"), dated as of March 1, 1980, by and among the City, the Mortgagee and the Borrowers, providing for the purchase of the Bond by the Mortgagee and the making of advances thereunder from the Mortgagee to the Borrowers; (d) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage"), dated as of March 1, 1980, between the Borrowers and the Mortgagee, by which the Borrowers grant to the Mortgagee a mortgage lien on and security interest in the Mortgaged Property, as defined therein, as security for the payment of the Bond (this document not to be executed by the City); (e) Assignment of Leases and Rents (the "Lease Assignment"), dated as of March 1, 1980, from the Borrowers to the Mortgagee, assigning the Borrowers' interest in Leases of the Project to the Mortgagee as additional security for the Bond (this document not to be executed by the City); and (f) "Guaranty Agreement" (the "Guaranty Agreement") dated as of March 1, 1980 whereby Leland F. Gottstein and Mary Gottstein (the "Guarantors") guarantee a percentage of the principal, premium if any and interest on the Bond, as more fully set out therein (this document not to be executed by the City). (g) Buy and Sell Agreement (the "Buy and Sell Agreement"), dated as of March 1, 1980, by and among the Mortgagee, Transamerica Insurance Company (the "Permanent Lender") and the Borrowers, whereby the Permanent Lender agrees, at the completion of the Project, and subject to the conditions therein stated, to purchase from the Mortgagee the Bond and the instruments providing security therefor (this document not to be executed by the City). 3. Findings. It is hereby found, determined and declared that: (a) The Project, as described in paragraph 2 above and in the Loan Agreement, constitutes a project authorized by and described in Section 474.02, Subd. la, of the Act. (b) The purpose of the Project is and the effect' thereof will be to promote the public welfare by: prevent- ing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economic deterioration; the development of sound industry and commerce to use the available resources of community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, educated personnel to other areas and thus preserv- ing the economic and human resources needed as a base for providing governmental services and facilities; and increasing the tax base of the City and the county and school district in which the Project is located. (c) The Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act. -3- (d) The issuance and sale of the Bond, the execution and delivery of the Loan Agreement, the Construction Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements of the City contained in the Bond, the Loan Agreement, the Construction Loan Agreement, and the Pledge Agreement and of all other acts of the City to make the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement and the Bond valid and binding obli- gations of the City in accordance with their terms, are authorized by the Act. (e) The Loan Agreement provides for payments by the Borrowers to the Mortgagee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bond when due. The Loan Agreement obligates the Borrowers to provide for the operation and maintenance of the Project, including adequate insurance, taxes and special assessments. (f) Under the provisions of Section 474.10, Minnesota Statutes, and as provided in the Loan Agreement, the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Borrowers pursuant to the Loan Agree- ment which are pledged to the payment thereof, or moneys received upon disposition of the Mortgaged Property under the Mortgage; the City is not subject to any liability thereon; no holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond 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, the Bond shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a pecuniary liability of the City of a charge against its general credit or taxing powers and that the Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. (g) The Borrowers have agreed to indemnify the City pursuant to the Loan Agreement for any expenses incurred arising from the issuance of the Bond or the Project or the enforcement of the Bond Documents. 4. Approval and Execution of Documents. The forms of Loan Agreement, Pledge Agreement, Construction Loan Agreement, Mortgage, Lease Assignment, Guaranty Agreement and Buy and Sell Agreement, referred to in paragraph 2 are approved. The Loan Agreement, Pledge Agreement, and Construction Loan Agreement shall be executed in the name and on behalf of the City by its Mayor and City Manager, or by other appropriate officers of the City authorized to execute documents on their behalf, in substan- tially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the -4- r p 1 City Attorney, Bond Counsel and as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all documents shall be delivered and filed as provided therein. The Mortgage, Lease Assignment, Guaranty Agreement and Buy and Sell Agreement may contain such revisions as may be approved by the Mortgagee and the parties executing the same. 5. Approval, Execution and Delivery of Bond. The City shall proceed forthwith to issue the Bond, to be dated the date: of delivery, in the principal amount of $900,000, in the form and containing the terms set forth in the form of Bond attached as Exhibit A to the Loan Agreement, which terms are for this purpose incorporated in this resolution and made a part hereof. The proposal of the Mortgagee and the Permanent Lender to purchase the Bond at a price of $900,000 (100% of its par value) by making advances in accordance with the Construction Loan Agreement and the Loan Agreement is hereby found and deter- mined to be reasonable and is hereby accepted. The Mayor and City Clerk are authorized and directed to prepare the Bond in typewritten form substantially in the form set forth in Exhibit A to the Loan Agreement. The Bond shall be executed by the manual signatures of the Mayor and City Manager and the official seal of the City shall be affixed thereto. When so prepared and executed the Bond shall be delivered to the Mortgagee upon receipt of the purchase price therefor, which may be paid to the parties entitled to receive the loan proceeds in accordance with the Construction Loan Agreement and the Loan Agreement. The Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Mutilated, Lost, Stolen or Destroyed Bond. If the Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver to the registered owner a new Bond of like date, number, maturity and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Borrowers evidence of such loss, theft or destruc- tion satisfactory to the City and the Borrowers together with indemnity satisfactory to them. The City may charge the Bondholder with its reasonable fees and expenses in this connection. 7. Amendments, Charges and Modifications to Loan Agreement, Construction Loan Agreement, Pledge Agreement and Bond Resolution. The City shall not, without the written consent of the Mortgagee, enter into any agreement, change, modification, alteration or termination of the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement or this Bond Resolution. 8. Certificates, etc. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Bond, -5- r certified copies of all proceedings and records of the City relating to the Bond, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in such officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Adopted by the City Council March 24, 1980. P,e), Rviewed fo • adm'/istration: App yed as to form and legality: City -6- ttorne