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;
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(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
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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.
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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
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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.
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