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HomeMy WebLinkAbout7349 - ADMIN Resolution - City Council - 1983/03/07RESOLUTION NO. 7349 OF THE CITY OF ST. LOUIS PARK PROVIDING FOR APPROVAL OF THE ISSUANCE AND MAKING OF A COMMERCIAL DEVELOPMENT REVENUE NOTE PURSUANT TO THE INTERNAL REVENUE CODE AND CHAPTER 474, MINNESOTA STATUTES, THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT, TO PROVIDE FUNDS TO BE RELOANED TO ST. LOUIS PARK MEDICAL CENTER RESEARCH FOUNDATION FOR A PROJECT AS DEFINED IN MINNESOTA STATUTES, SECTION 474.02, SUBDIVISIONS la. AND lc. AND APPROVING COLLATERAL DOCUMENTS. RESOLVED, BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK: 1. Statutory Powers. Pursuant to Chapter 474, Minnesota Statutes, as amended , ("Act"), the City of St. Louis Park ("City") is authorized to issue and sell its revenue bonds in anticipation of the collection of revenues for authorized projects, to finance in whole or in part, the cost of construction of authorized projects and to enter into such contracts and agreements which it may deem proper and feasible for or concerning the construction and financing of an authorized project. 2. Issuance of Commercial Development Revenue Note. The City shall issue and sell its Commercial Development Revenue Note (St. Louis Park Medical Center Research Foundation Project) ("Note") substantially in the form on file in the office of the City Clerk, pursuant to the Act and shall reloan the proceeds of the Note to St. Louis Park Medical Center Research Foundation, a Minnesota non- profit corporation (hereinafter referred to as "Borrower"), to pay all or a portion of the cost of improving and converting portions of two existing buildings located upon certain real property in the City described in Exhibit "A" attached hereto and made a part hereof into medical, clinical and treatment space to be leased to St. Louis Park Medical Center and MedCenter Health Plan for use as medical clinic, health care and related facilities (said improvements and real property are hereinafter referred to as the "Project"). 3. Purposes and Findings. The City Council hereby finds and states that: (a) The Project will promote, attract, encourage and develop econom- ically sound industry and commerce, will help to prevent the emergence of blighted and marginal lands and areas of chronic unemployment, will assist in preventing economic deterioration of the area, will further put to use available resources in the community including the existing investment of the community in education and public service facilities, will help stop the movement of talented, educated personnel of mature age to other areas, will result in an increase to the tax base of the City, County and School District in which the Project is located, and will further promote the purposes stated in Minn. Stat. §474.01. (b) The Commissioner of Energy, Planning and Development for the State of Minnesota has given approval to the Project by letter dated February 14, 1983 to the City. -1- (c) Under the terms of the Note and the collateral documents described in Paragraph 4. below and as provided in Minnesota Statutes Section 474.10, the Note shall not be payable from nor charged upon any funds other than the sums payable by the Borrower pursuant to the Loan Agreement as hereinafter defined, which are pledged to the payment of the Note and the City is not subject to any liability thereon. No holder or holders of the Note shall ever have the right to compel any exercise of the power of the City to pay the principal, interest and premium, if any, on the Note, nor to enforce payment thereof against any property of the City. The Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The Note shall recite in substance that the Note, including interest thereon, is payable solely from the revenue of the Loan Agreement pledged to the payment thereof. The Note shall further recite that it shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Note shall further recite that it is issued for a project defined in Section 474.02, Subds. la and lc of the Act. 4. Collateral Documents. The following proposed documents relative to th Note and the Project have been submitted to the City: (a) Loan Agreement between the City and Borrower in the form on file in the office of the City Clerk, whereby the City agrees to reloan the proceeds of the Note to the Borrower; (b) Disbursing Agreement ("Disbursing Agreement") in the form on file in the office of the City Clerk, between Borrower, City, Lender and Lender as Escrow Holder which sets forth the terms of disbursing the proceeds of the Note during construction of the Project; (c) Assignment of Loan Agreement ("Assignment") in the form on file in the office of the City Clerk, whereby the City pledges and assigns its interest in the Loan Agreement to Lender together with UCC -1 Financing Statement ("Financing Statement"); all of which documents are sometimes referred to herein as the "Collateral Documents". The form of the Note and the Collateral Documents are hereby approved. The City shall execute the Note, Loan Agreement, Disbursing Agreement and Assignment, all of which shall be executed in the name of and on behalf of the City by the Mayor and City Manager and attested to by the City Clerk, but effective only upon execution thereof by the other parties thereto. The Note, Loan Agreement, Disbursing Agreement and Assignment shall be substantially in the form on file in the office of the City Clerk, with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing same on behalf of the City, which approval shall be conclusively evidenced by their execution thereof. Copies of the Note and the Collateral Documents shall be delivered and filed or recorded as may be required. Collateral Documents which do not require execution by the City may be revised as approved by the Borrower. -2- r f 5. Assignment. The City shall assign and pledge its rights under the Loan Agreement to Lender pursuant to the Assignment, and does hereby consent to the reassignment of such rights to any subsequent holder of the Note; however, such assignment and consent shall not operate to limit or otherwise affect the City's rights under the following Sections of the Loan Agreement: Sections 3.4; 4.1; 4.4; 4.7; 5.4 and 6.8. 6. Execution of the Note. The City shall issue and make its Commercial Development Revenue Note (St. Louis Park Medical Center Research Foundation Project) to be dated the date of delivery, in the principal amount of Nine Hundred Sixty -Five Thousand and 00/100 ($965,000.00) Dollars substantially in the form on file in the office of the City Clerk. The Note shall be executed by the Mayor and City Manager, and attested to by the City Clerk and the official seal of the City shall be affixed thereto. When executed, the Note shall be delivered to Lender, but only upon receipt of the signed legal opinion of Thompson, Nielsen, Klaverkamp & James, P.A., as to the validity and enforceability of the Note, Loan Agreement and Disbursing Agreement, and that the City has no liability thereon and upon receipt of the original counterparts of all documents to which it is a party. The Note 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. 7. Certified Copies. The Mayor, City Manager and City Clerk and other City officers are authorized and directed to prepare and furnish to Thompson, Nielsen, Klaverkamp & James, P.A. (bond counsel), Lender, Lender's counsel, Borrower, Borrower's counsel and any subsequent holder of the Note, certified copies of the City proceedings and records relative to the Project and the Note, and such affidavits or certificates as may be required to show the facts appearing from the City records, and all such certified copies, certificates and affidavits, including any previously furnished, shall constitute representations of the City as to the truth and accuracy of all statements contained therein. 8. Registration of Note. The City Manager, as Note Register, shall provide for the initial registration of the Note by registration thereon and upon the books of the City kept for that purpose. The City Manager, as Note Register, shall also provide for the registration of transfer or exchange of the Note. The terms of the Note provide that the Note can be transferred only upon registration by the City Manager of the date of the transfer and the name and address of the new holder of the Note upon the books of the City and in the registration blank appearing in the Note. Principal and interest due on the Note shall be payable to the registered holder or registered assigns thereof. 9. Information Reporting by City. The City shall submit to the Secretary of the Treasury or to any other appropriate officers, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Note is issued, a statement concerning the issue of the Note containing the information required pursuant to Section 103(1)(2) of the Code. This submittal by the City shall include, without limitation, the filing of IRS Form 8038. 10. City Representative. Lyle W. Hanks, Mayor, or James L. Brimeyer, the City Manager, or in the absence of either of them, Earl E. Hanson, City Clerk, -3- are appointed and designated as the representative on behalf of the City, to act on behalf of the City, and shall execute all documents as required or provided in the Loan Agreement. 11. No Litigation. No litigation of any nature has been commenced against the City by service of process upon the City regarding, restraining, or enjoining the issuance, sale and making of the Note, nor contesting the statutory powers granted by Minnesota Statutes, Chapter 474, in connection with the issuance of the Note, nor regarding the organizational and boundaries of the City or the right of the City Council members or officers to their respective offices. To the best of the City's knowledge, there is no action, suit, proceeding, or investigation at law or in equity before or by any court, public board or body pending or threatened against the City wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by or the validity of the Note, this Resolution, the Loan Agreement or Assignment. 12. Authority. The execution and delivery and performance of Loan Agreement, Disbursing Agreement and Assignment and the issuance of the Note do not violate any law, regulation, or agreement or any court order or judgment in any litigation to which the City is a party or by which it is bound, provided this finding is made solely for the purpose of estopping the City from denying the validity of the Note or any of the documents referred to in this paragraph by reason of any facts contrary to this finding. 13. No Conflict of Interest. To the best of the City's knowledge and belief, no council member of the City, and no other elected or appointed official who is authorized to take part in the entering into of the Loan Agreement, Disbursing Agreement and Assignment or the issuance of the Note, is directly or indirectly interested therein, the Project, or any contract, agreement or job contemplated to be entered into or undertaken for completion of the Project. 14. City Expense. All costs and expenses incurred by or on behalf of the City in connection with issuing and selling the Note shall be the sole obligation and responsibility of the Borrower, including but not limited to legal fees. Adopted' by the City Council March 7, 1983 M ATTEST: Reviewed for administration: �n nlv�,t.1� of y Manager OR Approved as to form and legality: �/ /4r / r'�/� y 'torney EXHIBIT "A" TO RESOLUTION NO._ X7349 The following parcels, lying and being in the County of Hennepin, State of Minnesota, described as follows: The East 660 feet of the East 924 feet of that part of the Northwest Quarter of the Northwest Quarter of Section 7, Township 28, Range 24, described as follows: Commencing at the Northwest corner of the Northwest Quarter of the Northwest Quarter of said Section 7, thence running South along the West line of said Section a distance of 443.71 feet; thence East parallel with the North line of said Section to the East line of said Northwest Quarter of the Northwest Quarter; thence North along the East line of said Northwest Quarter of the Northwest Quarter to the Northeast corner thereof; thence West along the North line of said Section to the point of beginning. Subject to an easement for street purposes over the South 33 feet thereof; and further, subject to any rights acquired by the City of St. Louis Park for Avenue as set forth in Document No. 627739. And also the South 24 feet of Lot 2 and that part of the South 24 feet of Lot 3 which lies East of the Northerly extension of a line parallel with and 660 feet West of the East line of the Northwest Quarter of the Northwest Quarter of Section 7, Township 28, Range 24, all in Block 2, Park Center. That part of Section 7, Township 28, Range 24, Hennepin County, Minnesota, described as follows: Commencing at a point in the center line of Excelsior Avenue distant 1,056 feet northeasterly along said center line from its intersection with the center line of Wooddale Avenue, which point is the actual point of beginning of the land to be described; thence south 25 degrees east to the south line of the northeast 1/4 of the northwest 1/4 of said Section 7; thence east to the west line of Quentin Avenue; thence north along the west line of Quentin Avenue to the center line of Excelsior Avenue; thence southwesterly along said center line to the aforesaid actual point of beginning.