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HomeMy WebLinkAbout1979-254 CCRMember Tony Kuefler introduced the following resolution and moved its adoption: RESOLUTION NO. 79 -254 RESOLUTION RELATING TO A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT; AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOP- MENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota (the City), as follows Section 1. Authorization and Recitals. 1.01 General Authority. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and to make secured or unsecured loans to finance 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. 1.02 Proposed Project and Bonds. Representatives of Dougherty, Dawkins, Strand Ekstrom, Inc. (the Original Purchaser), Minnesota Municipal Leasing Corporation (the Company), a Minnesota nonprofit corporation, and Local Govern- ment Information Systems (LOGIS), an organization of local government units formed pursuant to Minnesota Statutes, Section 471.59 to provide data processing service to such units, have proposed that the City acting under and pursuant to the Act, issue and sell to the Original Purchaser, its $800,000 Industrial Development Revenue Bonds (Minnesota Municipal Leasing Corporation Project) (LOGIS, Lessee), Series 1979 (the Bonds) for the purpose of defraying the costs of a Project (the Project), consisting of the acquisition and installation of data processing equipment. Pursuant to the proposal the proceeds of the Bonds will be loaned by the City to the Company and the Company agrees to make pay- ments sufficient to pay the principal of and interest on the Bonds. The Project will be leased by the Company to LOGIS pursuant to an Equipment Lease (as here- inafter defined). The City will assign its interest in the Loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defined). 1.03 Prior Approval. On April 9, 1979, this Council adopted a resolution giving preliminary approval to the Project and authorizing preparation of necessary documents. 1.04 Documentation. Forms of the following documents relating to the Project have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Loan Agreement (the Loan Agreement), to be dated as of September 1, 1979, proposed to be made and entered into between the City and the Company; RESOLUTION NO. 79 -254 (b) an Indenture of Trust (the Indenture), to be dated as of September 1, 1979, proposed to be made and entered into between the City and American National Bank and Trust Company (the Trustee); (c) a Bond Purchase Agreement (the Bond Purchase Agreement) pro- posed to be executed by the Company, the City and the Original Purchaser; (d) a Security Agreement (the Security Agreement), to be dated as of September 1, 1979, proposed to be made and entered into between the Company and the Trustee; (e) an Assignment of Rents and Leases (the Assignment of Rents), to be dated as of September 1, 1979, proposed to be made and entered into between the Company and the Trustee; (f) an Equipment Lease (the Equipment Lease), to be dated as of September 1, 1979, proposed to be made and entered into between the Company, as lessor, and LOGIS, as lessee; and (g) a Preliminary Official Statement, dated October 15, 1979 (the Preliminary Official Statement). Section 2. Findings. It is hereby found, determined and declared that: (a) the Project, as defined herein and in the Loan Agreement, constitutes a project authorized by Section 474.02, Subdivision la of the Act; (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by encouraging the location, retention and development of economically sound industry and commerce within the City so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; by promoting the use of available resources of the community thereby retaining the benefit of its existing investment in educational and public service facilities; by discouraging the movement of talented, educated personnel of mature age to other areas, thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and by encouraging more intensive development of land available in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; (c) the Project is to be located in the City, at a site which is readily accessible to employees residing therein and in the surrounding community; (d) the Project when completed will increase the level of economic activity in the City, will increase the City's capability and the capability of each member of LOGIS, of providing necessary governmental services, thus aiding and promoting development, which in turn will add the tax base of the City and overlapping taxing jurisdictions; (e) 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; RESOLUTION NO. 79-254 (f) the financing of the Project, the issuance and sale of the Bonds in the principal amount of $800,000, the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement, and the per- formance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Bond Purchase Agreement and of all other acts and things required under the Charter of the City and the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (g) it is desirable that a series of Industrial Development Revenue Bonds in the amount of $800,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal, premium, if any, and interest on the Bonds; (h) the loan payments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement and, pursuant to the Security Agreement, the Company has granted a security interest in certain described facilities comprising the Project; (i) under the provisions of Section 474.10 of the Act and as provided in the Loan Agreement and 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 and no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues 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 Approval of the Project, Loan Agreement and Indenture. The City is hereby authorized to provide for the acquisition, construc- tion and equipment of the Project and pledge and assign the revenues therefrom and its interest in the Loan Agreement, all as provided in the Loan Agreement and the Indenture. The forms of Loan Agreement, Indenture, Security Agreement, Assignment of Rents, Equipment Lease and Bond Purchase Agreement, referred to in Section 1.05, are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the Mayor, which approval shall be conclusively evidenced by execution of the Loan Agreement, the Bond Purchase Agreement, the Indenture and the Bonds by the Mayor and City Manager. The Mayor and City Manager are directed to execute the Loan Agreement upon execution RESOLUTION NO. 79 -254 thereof by the Company; the Bond Purchase Agreement upon execution thereof by the Company and the Original Purchaser; and the Indenture upon execution thereof by the Trustee. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transaction herein contemplated. Section 4. Official Statement The City hereby authorizes the use and distribution by the Original Purchaser of the Preliminary Official Statement and an Official Statement in substantially the form of the Preliminary Official Statement, but with such modifications as are deemed appropriate and are approved by the City Attorney and the Mayor, which approval shall be conclusively evidenced by the issuance of the Bonds in offering the Bonds for sale to investors. The City has not participated in the preparation of the Preliminary Official Statement and the Official Statement and has made no independent investigation with respect to the information contained therein, and the City assumes no responsibility for the sufficiency, accuracy or completeness of such information. Section 5. The Bonds; Terms,Sale and Execution. 5.01 Authorization and Sale. In anticipation of the collection of revenues of the Project, the City shall proceed forthwith to issue its Bonds dated as of September 1, 1979, in the form and upon the terms set forth in the Indenture and this resolution. The Sale of the Bonds to the Original Purchaser at the price and upon the terms specified in the Bond Purchase Agreement is hereby approved. 5.02 Execution. The Mayor and City Manager are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolu- tion, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transaction herein contemplated. The Bonds shall be executed on behalf of the City by the facsimile signatures of the Mayor and City Manager and sealed with a facsimile of the official seal of the City, and the coupons appertaining thereto executed by the facsimile signatures of such officers, and pursuant to the provisions of Minnesota Statutes, Section 475.55, Subdivision 1, the Trustee is hereby designated as authenticating agent, and shall manually sign the Bonds. Section 6. Authentication of Proceedings. The Mayor and City Manager and other officers of the City are authorized and directed to furnish to the Original Purchaser and Bond Counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer's custody and control, or as other- wise 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. RESOLUTION NO. 79 -254 October 22, 1979 Date r /1 f Ma r- I ATTEST: -vL Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Bill Fignar and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Tony Kuefler, Bill Fignar, Gene Lhotka, and Celia Scott; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.