82-61
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EXHIBIT C
EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF
THE CITY OF CHANHASSEN, CARVER AND HENNEPIN COUNTIES, MINNESOTA
Pursuant to due call and notice hereof, a regular meeting of the
City Council of the City of Chanhassen, was duly held on Monday, the
4th day of October, 1982, commencing at 7:00 o'clock p.m., C.T.
The following members of the Council were present:
Mayor Hamilton, Councilwoman Swenson, Councilmen Horn,
Neveaux and Geving
and the following were absent: None
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Councilmember
Neveaux
introduced the following
resolution and moved its adoption.
RESOLUTION NO. 82-61
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$600,000 COMMERCIAL DEVELOPMENT REVENUE BONDS
(LANDCO PROJECT) SERIES 1982
PURSUANT TO MINNESOTA STATUTES, CHAPTER 474
WHEREAS, the City of Chanhassen (the "City") is authorized by the
Minnesota Municipal Industrial Development Act, as amended, (the
"Act") to issue its revenue bonds and to make secured or unsecured
loans to finance the acquisition of real property and 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; and
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WHEREAS, the City has made the necessary arrangements with Landco
(the "Company"), a Minnesota general partnership, for the construction
and equipment on certain land owned by the Company of a multi-tenant
building of approximately 19,552 square feet for commercial rental
purposes (the "Project"), which will be of the character contemplated
by and will accomplish the purposes provided by the Act; and
WHEREAS, it has been determined that bonds in the principal
amount of $600,000 should be issued, sold and delivered to provide
proceeds for a loan to be made to the Company to pay a part or all of
the cost of the Project; and
NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of
Chanhassen, Minnesota, as follows:
ARTI CLE ONE
DEFINITION, EXHIBITS AND GENERAL PROVISIONS
Section 1-1. Definitions. In this Resolution the following
terms have the following respective meanings unless the context hereof
clearly requires otherwise:
Act: the Minnesota Municipal Industrial Development Act, Minne-
sota Statutes, Chapter 474, as amended;
Bond: the Commercial Development Revenue Bond (Landco Project)
Series 1982 in the aggregate principal amount of $600,000, to be
issued by the City pursuant to this Resolution, sometimes referred to
herein as "the Series 1982 Bond";
Bond Register: the register maintained by the City pursuant to
Section 2-14 hereof;
City:
assigns;
the City of Chanhassen, Minnesota, its successors and
Code: the Internal Revenue Code of 1954, as amended;
Company: Landco a Minnesota general partnership, and its suc-
cessors and assigns, and any surviving, resulting or transferee entity
which may assume its obligations in accordance with the provisions of
the Agreement;
Cost: the sum of the Project cost items enumerated in Section
4.04 of the Loan Agreement;
Holder: the Registered Holder of the Bond;
Loan Agreement: the Loan and Bond Purchase Agreement dated as
of September 1, 1982, between the City, the Bank and the Company and
any amendments or supplements thereto;
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Mortgage: that certain Combination Mortgage, Security Agreement
and Fixture Financing Statement by the Company to the Bank;
Payment Date: a date on which an installment of interest or of
principal and interest is due on the Series 1982 Bond;
Pledge Agreement: the Pledge Agreement by which the City assigns
to Purchaser its rights under the Loan Agreement as security for the
Bond;
Purchaser: First National Bank of Wayzata, Wayzata, Minnesota,
(sometimes referred to as "the Bank");
Resolution:
this Resolution, including any amendment thereto;
Section 1-2. Rules of Interpretation.
(1) This Resolution shall be interpreted in accordance with and
governed by the laws of the State of Minnesota.
(2) The words "herein" and "hereof" and "hereunder" and words of
similar import, without reference to any particular section or subdi-
vision, refer to this Resolution as:a whole rather than to any partic-
ular section or subdivision hereof.
(3) References in this Resolution to any particular article,
section or subdivision hereof are to the designated article, section
or subdivision of this Resolution as originally adopted.
(4) Any terms not defined herein but defined in the Loan Agree-
ment or the Mortgage shall have the same meaning herein unless the
context hereof requires otherwise.
(5) The headings of articles and sections hereof are for con-
venience only and are not a part of this Resolution.
(6) Unless the context hereof clearly requires otherwise, the
singular shall include the plural and vice versa and the masculine
shall include the feminine and vice versa.
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ARTICLE TWO
APPROVAL OF DOCUMENTS: GENERAL PROVISIONS
RELATING TO THE BOND
Section 2-1. 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 instru-
ments, and do all things necessary or convenient in the exercise of
such authority.
Section 2-2. Preliminary City Approval: Approval by the Director
of Energy, Planning and Development. By resolution duly adopted by
this Council on May 17, 1982, the Council gave preliminary approval to
the sale of revenue bonds and the loan of proceeds to the Company for
the construction of the Project, and authorized the preparation of
such documents as may be appropriate to the Project and the issuance
and sale of the Bonds. The Director of the Minnesota Department of
Energy, Planning and Development approved the Project on August 19,
1982.
Section 2-3. Approval of DocUments. Pursuant to the above,
there have been prepared and presented to this Council copies of the
following documents, all of which are now, or shall be placed on file
in the office of the City Manager, and which are approved substan-
tially in the form presented, subj ect to such modifications as are
acceptable to the parties and the City Attorney:
(a) the Loan Agreement;
(b) the Pledge Agreement;
(c) the Mortgage;
(d) the Guaranties; and
(e) the Assignment of Rents and Leases.
Documents (c), (d) and (e) are not to be executed by the City.
Section 2-4. Form and Authorized Amount. The Bond shall be
issued substantially in the form set forth in Exhibit 1 attached to
and made a part of this resolution, with such appropriate variations,
omissions and insertions as are permitted or required by this Reso-
lution, and in accordance with the further provisions of this Article
and Article Three. The total principal amount of the Bond to be
delivered hereunder is expressly limited to $600,000.
Section 2-5. Execution. The Bond may be in typewritten form and
shall be executed on behalf of the City by the manual signatures of
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the Mayor and City Manager and shall have the official seal of the
City affixed or imprinted thereon. In case any officer whose sig-
nature appears on the Bond shall cease to be such officer before the
delivery of the Bond, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if he had remained in office
until delivery.
Section 2-6. Mutilated, Lost and Destroyed Bond. In case the
Bond shall become mutilated or be destroyed or lost, the City shall,
if not then prohibited by law, cause to be executed and delivered, a
new Bond of like amount, number, maturity date and tenor in exchange
and substitution for and upon cancellation of such mutilated Bond or
in lieu of and in substitution for such Bond destroyed or lost, upon
the Holder's paying the reasonable expenses and charges of the City in
connection therewith, and, in case of a Bond destroyed or lost, its
filing with the City evidence of such loss or destruction satisfactory
to it together with the indemnity required by Section 475.70 of the
Act. If the mutilated, destroyed or lost Bond has already matured or
been called for redemption in accordance with its terms it shall not
be necessary to issue a new Bond prior to payment.
Section 2-7. Redemption. The Bond is subject to redemption and
prepayment without premium in whole or in part, in multiples of
$1,000, by the City at the directi:on of the Obligor on November 1,
1987, and on any payment date thereafter. The Bond is further subject
to redemption without premium in whole but not in part and shall be
called for redemption and prepayment on May 1, 1990 and on any payment
date thereafter at the written direction of the Registered Holder,
delivered to the Obligor and the City at least 120 days prior to the
redemption date, at a price of the principal amount outstanding on the
redemption date plus accrued interest, if any. The Bond may also be
prepaid in whole but not in part at the option of the Obligor upon
certain conditions involving damage to or destruction of the Project
or taking of the Project by eminent domain.
Section 2-8. Exchange of Bonds. Subj ect to the prOV1S10ns of
Section 2-11, the registered holder of the Bond may request the City
to issue new bonds in exchange for the outstanding principal amount of
the Bond in multiples of $1,000. Such request shall be made in writ-
ing to the City at least 30 days in advance of the date of exchange,
which date shall be a Payment Date and upon surrender of the Bond to
be exchanged at the office of the City Manager. The Purchaser re-
questing such exchange shall bear all expenses in connection with such
exchange. The new bonds shall bear interest at the same rate as the
Bond to be exchanged and shall be in an aggregate principal amount
equal to the then unpaid principal amount of such Bond, maturing
serially and annually in the same amount, and on the same dates as the
unpaid installments of principal of the Bond and shall be in such
form, and with necessary modifications thereto as shall be approved by
the City Attorney and bond counsel to the City.
Section 2-9. Cancellation. When the Bond has been redeemed and
paid in full, it shall be cancelled by the City and shall not be
reissued. The Holder shall deliver to the City either the cancelled
Bond or a certificate of a responsible officer of the Holder certi-
fying as to the destruction thereof.
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Section 2-10. Registration: Securities Act. The Bond has not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws for initial
distribution, and the Bond has been sold initially only to the Bank
pursuant to the investment representation of the Bank as Purchaser.
Section 2-11. Registration if Transfer. The City will cause to
be kept at the office of the City Manager a Bond Register in which,
subject to such reasonable regulations as it may prescribe, the City
shall provide for the registration of transfers of ownership of the
Bond. The Bond shall be transferable only upon the Bond Register by
the the Registered Holder thereof in person or by its attorney duly
authorized in writing, upon surrender of the Bond together with a
written instrument of transfer satisfactory to the Manager and the
City Attorney, duly executed by the Registered Holder or its duly
authorized attorney. Upon such transfer the City shall note the date
of registration and the name and address of the new registered owner
in the Bond Register and in the registration blank appearing on the
Bond. Alternatively, the City shall, at the request and expense of
the registered Holder, issue a new Bond in aggregate outstanding
principal amount equal to that of the bond surrendered, and of like
tenor except as to principal amount, and registered in the name of the
registered Holder or such transferee as may be designated by the
registered Holder. The City may deem and treat the person in whose
name the Bond is last registered in the Bond Register and by notation
on the Bond as the absolute owner thereof, whether or not the prin-
cipal balance or any part thereof is overdue, for the purpose of
receiving payment of or on account of the principal balance, redemp-
tion price or interest and for all other purposes. The Bond shall be
initially registered in the name of the Bank.
Section 2-12. Cessation and Continuation of Interest. Interest
on the Bond shall cease on its payment in full. If the Bond is not
presented for payment when due, and if funds sufficient to pay the
Bond shall have been paid to the Holder, (i) all obligations of the
City for payment of the Bond shall forthwith cease and (ii) the Holder
of the Bond shall thereafter have no rights with respect thereof
except to receive payment therefor.
ART! CLE THREE
AUTHORIZATION AND SALE: TERMS AND
CONDITIONS OF THE BOND
Section 3-1. Approval of Terms. The City shall forthwith issue
and sell the Bond in the principal amount of $600,000. The Bond shall
be in substantially the form set forth hereto in Exhibit 1, which
terms and provisions are hereby approved and incorpoJ!loated herein.
Principal and interest shall be payable at the First National Bank of
Wayzata, 1053 East Wayzata Boulevard, Wayzata, Minnesota 55391.
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Section 3-2. Sale of Series 1982 Bond. The offer of the Bank to
purchase the Series 1982 Bond at a price of $600,000 in accordance
with the terms of the Loan Agreement is hereby found to be reasonable
and is accepted. Pursuant to the Loan Agreement the Bank has agreed
to pay the purchase price of the Bond in installments in the form of
Advances to the City up to the authorized principal amount of the Bond
to be loaned to the Company to pay Project Costs all as provided in
Article III of the Loan Agreement and in this Resolution.
Section 3-3. Delivery of the Bond. The Bond shall be delivered
to the Bank upon payment of all or part of the purchase price on the
Closing Date as defined in the Loan Agreement, and upon compliance
with all conditions of Section 3.06 of the Loan Agreement relating to
closing and delivery.
ARTI CLE FOUR
APPROVALS AND AUTHORIZATION: LIMITATIONS OF
CITY OBLIGATION
Section 4-1. Authorization: Authentication of Transcript. Upon
the execution of the documents approved in Article Two hereof, the
Mayor and City Manager are authorized and directed to execute the Bond
on behalf of the City and to deliver it to the Bank, and to execute
such other certifications, documents or instructions as may be
required by the Loan Agreement, or as bond counselor counsel for the
Bank shall require, subject to the approval of the City Attorney, and
all such certifications, recitals and representations of the City,
including any heretofore furnished, shall constitute a representation
of the City as to the accuracy of all statements contained therein.
Upon delivery of the Bond, the proceeds thereof shall be disbursed to
the Company pursuant to the Loan Agreement. Execution of any instru-
ment or document by one or more appropriate officers of the City shall
constitute, and shall be deemed the conclusive evidence of, the appro-
val and authorization by the City and the Council of the instrument or
document so executed. In the event of the absence or disability of
the Mayor or City Manager, such officers of the City as, in the
opinion of the City Attorney, may act in their behalf, shall without
further act or authorization of the Council do all things and execute
all instruments and documents required to be done or executed by such
absent or disabled officials.
Section 4-2. Registration Records. The City Manager, as bond
registrar, shall keep a bond register in which the City shall provide
for the registration of the Bond and for transfers of the Bond. The
principal of and interest on the Bond shall be paid to the Bank for
the account of the Holder entitled thereto in Federal or other immedi-
ately available funds. The City Manager is authorized and directed to
deliver a certified copy of this Bond Resolution to the Carver County
Auditor and the Director of Property Taxation of Hennepin County,
together with such other information as said Auditor may require, and
to obtain the certificates as to entry of the Bond on the bond regis-
ters as required by the Act and Minnesota Statutes, Section 475.63
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Section 4-3. Limitation of the City's Obligations. Notwith-
standing anything contained in the Bond or the Loan Agreement or any
other documents relating thereto, the Bond shall not constitute a debt
of the City within the meaning of any constitutional or statutory
limitation, and shall not be payable from or 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
Bond shall ever have the right to compel any exercise of the taxing
power of the City to pay the Bond or the interest thereon, or to
enforce payment thereof against any property of the City, and the Bond
shall not constitute a charge, lien or encumbrance, legal or equit-
able, upon any property of the City. The agreement of the City to
perform the covenants and other provisions contained in the Bond and
the Loan Agreement shall be subject at all times to the availability
of revenues furnished by the Company sufficient to pay all costs of
such performance or the enforcement thereof, and neither the City nor
any of its officials, officers, agents or employees shall be subject
to any personal liability thereon.
Section 4-4. Execution and Delivery. The Mayor, the City
Manager and the City Attorney are authorized and directed to take all
actions necessary to carry out the provisions of this Resolution
relating to the execution and delivery of the documents described
herein.
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember
Geving
and upon vote being
taken thereon, the following voted in favor thereof:
Mayor Hamilton, Councilwoman Swenson, Councilmen Horn,
Neveaux and Geving
and the following voted against:
None
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
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COUNTIES OF HENNEPIN AND CARVER
CITY OF CHANHASSEN
I, the undersigned, being the duly qualified City Manager of the
City of Chanhassen, Minnesota do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular
meeting of the Chanhassen City Council held on Monday, October 4,
1982, with the original thereof on file in my office and the same is a
full, true and complete transcript therefrom insofar as the same
relates to the issuance and sale of $600,000 Commercial Development
Revenue Bond (Landco Project) Series 1982, of the City.
WITNESS My hand as Manager and the corporate seal of the City
this
4th day of October, 1982.
Citi.{b O(L~
City of Chanhassen, Minnesota
(SEAL)
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