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HomeMy Public PortalAbout1983-052CERTIFICATE OF MINUTES RELATING TO $1,200,000 COMMERCIAL DEVELOPMENT REVENUE BONDS, SERIES 1983 (Medina Motor Inn Project) Issuer: City of Medina, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting, held on November 15, 1983, at 7.`3c) o'clock P.M. Members present: Jac li g. c it /L g Members absent: / /t Documents Attached: 0 �% Minutes of said meeting (pages): RESOLUTION NO. 12_ J/ RESOLUTION RELATING TO $1,200,000 COMMERCIAL DEVELOPMENT REVENUE BONDS, SERIES 1983; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this / 7 day of November, 1983. Signature (SEAL) Donna Roehl, City Clerk -Treasurer Name and Title Member (f4 introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $1,200,000 COMMERCIAL DEVELOPMENT REVENUE BONDS, SERIES 1983; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 BE IT RESOLVED by the City Council of the City of Medina, Minnesota, as follows: Section 1. Definitions. 1.01. In this Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Bank: National City Bank of Minneapolis, the issuer of the Letter of Credit; Bonds: the $1,200,000 Commercial Development Revenue Bonds (Medina Motor Inn Project) to be issued by the City pursuant to this Resolution; City: the City of Medina, Minnesota, its successors and assigns; Improvements: the 66 unit motel and related facilities, improvements and equipment acquired and constructed on the Land by the Partnership in accordance with the terms of the Loan Agreement; Indenture: the Indenture of Trust to be entered into between the City and the Trustee; Land: the real estate located at 400 Highway 55, Hamel, Minnesota, in the County of Hennepin, State of Minnesota, and legally described in Exhibit A to the Mortgage; Letter of Credit: the Irrevocable Letter of Credit to be issued by the .Bank to the Trustee; Loan Agreement: the Loan Agreement to be entered into between the City and the Partnership; Partnership: Medina Motor Inn, a Minnesota general partnership, and its permitted successors and assigns; Placement Agent: First Corporate Services, Inc.; Private Placement Memorandum: the Confidential Private Placement Memorandum dated November 9, 1983, relating to the issuance and sale of the Series 1983 Bonds; Project: the Land and the Improvements, as they may at any time exist; Project Costs: those costs defined as Costs of the Project in Section 3.03 of the Loan Agreement; Resolution: this resolution of the City; and Trustee: National City Bank of Minneapolis, its successors and assigns. Section 2. Findings. It is hereby found and declared that: (a) based upon representations made to the City by representatives of the Partnership as to the nature of the Project, the real property and improvements comprising the Project constitute a project authorized by the Act; (b) the purpose of the Project is, and the effect thereof will be, to promote the public welfare by the attraction, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or to rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment; the retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities; halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and more intensive development of land available in the community to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; (c) the Improvements when completed will add to the tax base of the City, and will accordingly be of direct benefit to the taxpayers of the City as well as those of the County of Hennepin and the school district in which the Project is located; -2- (d) the Project has been approved by the Minnesota Commissioner of Energy, Planning and Development as tending to further the purposes and policies of the Act; (e) the provision of financing for the Project by the issuance and sale of the Bonds, the execution and delivery of the Loan Agreement and the Indenture, and the performance of all covenants and agreements of the City contained in the Bonds, the Loan Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bonds, the Loan Agreement and the Indenture valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (f) it is desirable that the Bonds in the amount of $1,200,000 be issued by the City upon the terms set forth herein, and that the City pledge its interest in the Loan Agreement and grant a security interest therein to the Trustee as security for the payment of the principal of and interest on the Bonds; (g) the Bonds will also be secured by a mortgage of the Project, an assignment of the rents and leases of the Project, a guaranty from each of the general partners of the Partnership, a pledge by each of the general partners of the Partnership of their shares of stock in Medina Recreation, Inc. and an irrevocable letter of credit from National City Bank of Minneapolis each to be given to the Trustee; (h) the loan payments contained in the Loan Agreement are fixed, and may be required to be revised as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on the Bonds when due, and the Loan Agreement also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project, 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 Agreement; and (i) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue 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 -3- thereof against any property of the City except the revenues under the Loan Agreement pledged to the payment thereof; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the revenues under the Loan Agreement pledged to the payment thereof; and each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, unless paid from proceeds of the Bonds or the Letter of Credit or properties of the Partnership, are payable solely from the revenues and payments pledged to the payment thereof and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. Section 3. Authorization and Sale. 3.01. 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. The proceeds of the Bonds will be used to pay Project Costs. 3.02. City Approval. By preliminary resolution duly adopted by the Council on May 17, 1983, after a public hearing held on that date, this Council approved the sale of a revenue obligation pursuant to the Act and the loan of the proceeds to the Partnership for the financing of the Project, which is suitable and designed for use as a motel, and authorized the preparation of such documents as may be appropriate to the Project. This Council has also held a second public hearing on the Project on this date. Based upon the information presented to the Council at the public hearing, this Council hereby approves the issuance of the Bonds to finance the Project. 3.03. Approval of Documents. Pursuant to the foregoing, there have been prepared and presented to the Council copies of the following documents, all of which are now, or shall be, placed on file in the office of the City Clerk: (a) Loan Agreement; (b) Indenture; and (c) Private Placement Memorandum. The forms of the documents listed in (a) through (c) above are approved, with such variations, insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. -4- Section 4. Authorizations. Upon the completion of the Loan Agreement and the Indenture approved in Section 3.03 hereof and the execution thereof by the Partnership and the Trustee, as the case may be, the Acting Mayor and the City Clerk -Treasurer shall execute the same on behalf of the City, and shall execute such other certifications, documents or instruments as bond counsel or counsel for the Lender shall require, subject to the approval of the City Attorney, and all certifications, recitals and representations therein shall constitute the certifications, recitals and representations of the City. 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. Section 5. The Bonds. In anticipation of the collection of revenues under the Loan Agreement, the City shall proceed forthwith to issue its Commercial Development Revenue Bonds (Medina Motor Inn Project), Series 1983, in the principal amount of $1,200,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this Resolution and made a part hereof. The Bonds are sold to the purchasers thereof at a price equal to their principal amount with accrued interest. The Acting Mayor and City Clerk -Treasurer are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to the purchasers thereof. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. The Trustee is hereby appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 6. Private Placement Memorandum. The City hereby consents to the distribution of the Private Placement Memorandum by the Placement Agent to prospective purchasers of the Bonds. The City has not participated in the preparation of the Private Placement Memorandum and has made no independent investigation with respect to the information and the financial statements contained therein or in the appendices thereto and the City assumes no responsibility for the sufficiency, accuracy or completeness of such information and all copies of the Private Placement Memorandum shall so recite. Section 7. Statement of Election. The City hereby elects to issue the Bonds in a principal amount in excess of $1,000,000. The City Clerk -Treasurer is authorized and -5- directed to sign and file with the Internal Revenue Service the statement of election as provided by Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and applicable regulations. Section 8. City Representative. The City Clerk -Treasurer is hereby designated for all purposes of the Loan Agreement and the Indenture as the City official authorized to execute on behalf of the City certificates, requests or consents as provided in the Loan Agreement and the Indenture. Section 9. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds, the Loan Agreement, or the Indenture or any other documents relating thereto, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor 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 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon, or to enforce payment thereof against any property of the City except the revenues under the Loan Agreement pledged to the payment thereof, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the revenues under the Loan Agreement pledged to the payment thereof. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Bonds, the Loan Agreement or the Indenture shall be subject at all times to the availability of revenues furnished by the Partnership sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. Attest: Adopted: November 15, 1983. City Clerk -Treasurer Acting Mayor The motion for the adoption of the foregoing resolution was duly seconded by Member,Ann¢Jeid! ma,j, and, upon vote being taken thereon, the following voted in favor thereof: /4/e / Cie 7r7ah, /,.52 v- and the following voted against the same: /2 e /2 P_ whereupon said resolution was declared duly passed and adopted and was signed by the Acting Mayor which was attested by the City Clerk -Treasurer. ro�% A/nciesr5o�