HomeMy WebLinkAbout08.09.82MINUTES OF MAPLEWOOD CITY COUNCIL
7:00 P.M., Monday, August 9, 1982
.Council Chambers, Municipal. Building
Meeting No. 82 -20
A. CALL TO ORDER
I
A regular meeting of the City Council of Maplewood, Minnesota, was held in the Council
Chambers, Municipal Building and was called to order at 7:00 P.M. by Mayor Greavu.
B. ROLL CALL
John C. Greavu, Mayor Present
Norman G. Anderson, Councilmember Present
Gary W. Bastian, Councilmember Present.
Frances L. Joker, Councilmember Present
MaryLee Maids, Councilmember Present
C. APPROVAL OF MINUTES
1. Minutes No. 82 -18 (July 26, 1982)
Councilmember Anderson moved to approve the Minutes of Meeting No. 82 -18 (July 26, 1982)
as submitted.
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Seconded by Councilmember Maida. Ayes — all.
2. Minutes No. 82 -19 (July 29, 1982)
Councilmember Anderson moved to approve the Minutes of Meeting No. — 82_19 — (July —29, 1982)
as submitted.
Seconded by Mayor Greavu.
D. APPROVAL OF AGENDA
Mayor Greavu moved to
Ayes — all.
the Agenda as amended:
1. Plan Review Authority
2. East Community Family Services
3. Shirts — Bumper Stickers
4. Park Dance /Dinner
5. Plaza — 3000
6. Meeting Moratorium
7. Vacancy — Park and Recreation Commission
8. Police Department
Seconded by Councilmember Juker. Ayes — all.
E. CONSENT AGENDA
_ Councilmember Anderson moved, seconded by Councilmember Joker, Ayes all, to approve
the Consent Agenda Items 1 through 5 as recommended: —
1. Accounts Payable
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Approved the accounts (Part I, Fees, Services, Expenses, Check No. 000705 through No.
000758 — $99,069.18; Check No. 013822 through Check No.- 013953 — $260,741.65; Part II
Payroll, Check No. 04540 through Check No. 04667 — $70,761.89) in the amount of
$430,572.72.
2. Final Plat — Schwichtenberg Addition
Approved the final plat for Lot 1, 2 and 3, Block 1 of the Schwichtenberg Addition
3. Final Approval — Industrial Revenue Note — Cricket Inn
Resolution No. 82 -8 -107
NOTE RESOLUTION
RESOLVED by the City Council of the City of Maplewood, as follows:
ARTICLE ONE
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
1 -1. Definitions.
The terms used herein, unless the context hereof shall require otherwise shall have
the following meanings, and any other terms defined in the Loan Agreement shall have
the same meanings when used herein as assigned to them in the Loan Agreement unless
the context or use thereof indicates another or different meaning or intent.
Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter
474, as amended:
Assignment of Rents and Leases: the agreement to be executed by the Tenant assigning
all the .rents, issues and profits derived from the Project to the Lender to secure the
repayment of the Note and interest thereon;
Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul
and Minneapolis, Minnesota, or any other firm of nationally recognized bond counsel,
and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel;
Borrower: Tanners Lake Partners, a Minnesota general partnership, its successors,
assigns, and any surviving, resulting or transferee business entity which may assume
its obligations under the Loan Agreement;
City: the City of Maplewood, Minnesota, its successors and assigns;
Construction Fund: the fund established by the City pursuant to the Resolution
adopted August 9 authorizing the issuance of the Series B Note and into the Proceeds
Account of the Construction Fund the proceeds of the Note and the Series B Note will
be deposited;
Construction Loan Agreement: the agreement to be executed by the City, the Borrower,
the Tenant and the Lender, relating to the disbursement and payment of Project Costs
for the acquisition, construction and installation of the Project.
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Guarantors: Dr. Arvid Johnsen, Detlef Stroh, James W.
Beck, William M. Bracken, Bruce M. Carlson, John D. Maney, Fred
H. Chute, Timothy Adams, William M. Driscoll, Newell P. Weed,
Jr., and William B. Cash;
Guaranty: collectively, the guaranties of the payment of,
among other things, the principal of, premium, if any, and
interest on the Note to be executed by the Guarantors as of the
date of this Agreement;
Improvements: the structures and other improvements,
including any tangible personal property, to be constructed or
installed by the Borrower on the Land in accordance with the
Plans and Specifications;
Land: the real property and any other easements and
rights described in Exhibit A attached to the Loan Agreement;
Lender: First National Bank of Minneapolis, in
Minneapolis, Minnesota, its successors and assigns;
Loan Agreement: the agreement to be executed by the City
and the Borrower, providing for the issuance of the Note and
the loan of the proceeds thereof to the Borrower, including any
amendments or supplements thereto made in accordance with its
provisions;
Mortgage: the Combination Mortgage, Security Agreement
and Fixture Financing Statement between the Borrower as
mortgagor, to the Lender, as mortgagee, securing payment of the
Note and interest thereon including any mortgage supplemental
thereto entered into in accordance with the provisions thereof;
Note: the $3,000,000 Commercial Development Revenue Note
of 1982, (Tanners Lake Partners Project) to be issued by the
City pursuant to this Resolution;
Note Register: the records kept by the City Clerk to s
provide for the registration of transfer of ownership of the
Note;
Plans and Specifications: the plans and specifications
for the construction and installation of the Improvements on
the Land, which are approved by the Lender, together with such
modifications thereof and additions thereto as are reasonably
determined by the Borrower to be necessary or desirable for the
completion of the Improvements and are approved by the Lender;
Pledge Agreement: the agreement to be executed by the
City and the Lender pledging and assigning the Loan Agreement
to the Lender;
Principal Balance: so much of the principal sum on the
Note as remains unpaid at any time;
Project: the Land and Improvements as they may at any
time exist;
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Project Costs: the total of
"Loan and Carrying Charges," as t]
Loan Agreement;
Resolution: this Resolution
1982, authorizing the issuance of
supplement or amendment thereto.
all "Construction Costs" and
lose terms are defined in the
of the City adopted August 9,
the Note, together with any
All references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the desig-
nated Articles, Sections and subdivisions of this resolution as
originally adopted. The words "herein," "hereof" and "hereund-
er" and other words of similar import refer to this Resolution
as a whole not to any particular Article, Section or subdivis
ion.
1 -2. Legal Authorization.
The City is a political subdivision of the State of
Minnesota and is authorized under the Act to initiate the
revenue producing project herein referred to, and to issue and
sell the Note for the purpose, in the manner and upon the terms
and conditions set forth in the Act and in this Resolution.
1 -3. Findings.
The City Council has heretofore determined, and does
hereby determine, as follows: ,
(1) The City is authorized by the Act to enter into a
Loan Agreement for the public purposes expressed in the Act;
(2) The City has made the necessary arrangements with the
Borrower for the establishment within the City of a Project
consisting of certain property all as more fully described in
the Loan Agreement and which will be of the character and
accomplish the purposes provided by the Act, and the City has
by this Resolution authorized the Project and the execution of
the Loan Agreement, the Pledge Agreement, the Note and the
Construction Loan Agreement, which documents specify certain
terms and conditions of the acquisition and financing the
Project;
(3) in authorizing the Project the City's purpose is," and
in its judgment the effect thereof will be, to promote the pub-
lic welfare by: the attraction, encouragement and development
of economically sound industry and commerce so as to prevent,
so far as possible, the emergence of blighted and marginal
lands and areas of chronic unemployment; the development of
revenue - producing enterprises to use the available resources of
the community, in order to retain the benefit of the commun-
ity's existing investment in educational and public service
facilities; the halting of the movement of talented, educated
personnel of all ages to other areas and thus preserving the
economic and human resources needed as a base for providing
governmental services and facilities; the provision of acces-
sible employment opportunities for residents in the area; the
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expansion of an adequate tax base to finance the increase in
the amount and cost of governmental services, including
educational services for the school district serving the
community in which the Project is situated,
(4) the amount estimated to be necessary to partially
finance the Project Costs, including the costs and estimated
costs permitted by Section 474.05 of the Act, will require the
issuance of the Note in the aggregate principal amount of
$3,000,000 as hereinafter provided;,_
(5) it is desirable, feasible and consistent with the
objects and purposes of the Act to issue the Note, for the
purpose of financing the Project;
(6) the Note and the interest accruing thereon do not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation and do not consti-
tute or give rise to a pecuniary liability or a charge agaihst
the general credit or taxing powers of the City and neither the
full faith and credit nor the taxing powers of the City are
pledged for the payment of the Note or interest thereon; and
(7) the Note is an industrial development bond within the
meaning of Section 103(b) of the Internal Revenue Code and is
to be issued within the exemption provided under subparagraph
(D) of Section 103(b)(6) of the Code with respect to an issue
of $10,000,000 or less; provided that nothing herein shall
prevent the City from hereafter qualifying the Note under a
different exemption if, and to the extent, such exemption is
permitted by law and consistent with the objects and purposes
of the Project.
1 -4. Authorization and Ratification of Project.
The City has heretofore and does hereby authorize the
Borrower, in accordance with the provisions of Section
474.03(7) of the Act and subject to the terms and conditions
set forth in the Construction Loan Agreement, to provide for
the acquisition, construction and installation of the Project
by such means as shall be available to the Borrower and in the
manner determined by the Borrower, and without advertisement
for bids as may be required for the construction and acquisi-
tion of municipal facilities; and the City hereby ratifies,
affirms, and approves all actions heretofore taken by the
Borrower consistent with and in anticipation of such authority
and in compliance with the Plans and Specifications.
ARTICLE TWO
NOTE
2 -1. Authorized Amount and Form of Note.
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The Note issued pursuant to this Resolution shall be
in substantially the form set forth herein, with such appropri-
ate variations, omissions and insertions as are permitted or
required by this Resolution, and in accordance with the further
provisions hereof; and the total principal amount of the Note
that may be outstanding hereunder is expressly limited to
$3,000,000 unless a duplicate Note is issued pursuant to Sec-
tion 2 -6. The Note shall be in substantially the following
form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MAPLEWOOD
Commercial Development Revenue Note of 1982
(Tanners Lake Partners Project)
$3,000,000
FOR VALUE RECEIVED the CITY OF MAPLEWOOD, Ramsey
County, Minnesota (the "City "), hereby promises to pay the
First National Bank of Minneapolis (the "Lender "), its succes-
sors or registered assigns (the Lender and any such successor
or registered assignee being also sometimes hereinafter
referred to as the "Holder "), from the source and in the manner
hereinafter provided, the principal sum of THREE MILLION
DOLLARS ($3,000,000) or so much thereof as remains unpaid from
time to time (the "Principal Balance "), with interest thereon
at the rate specified in paragraphs 1(a) and 1(b) hereof (the
"Tax Exempt Rate ") or at such higher rate as provided in
paragraph 1(c) hereof (the "Taxable Rate "), in any coin or
currency which at the time or times of payment is legal tender
for the payment of public or private debts in the United States
of America, in accordance with the terms hereinafter set forth.
1. (a) From and after the date hereof through and
including August 1, 1983, interest only shall be paid at the
rate of 14% per annum. Interest shall accrue from the date
hereof and shall be payable on the first day of the calendar
month next succeeding the date hereof and on the first day of
each and every month thereafter through and including August 1,
1983.
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(b) Commencing on September 1, 1983 and on the
first day of each calendar month thereafter, the Principal
Balance shall be amortized in equal consecutive monthly
installments of principal and interest the amount of each of
which is to be calculated on an assumed thirty -year
amortization with interest fran August 1, 1983 at the rate of
14% per annum and a final installment on August 1, 2012 (the
"Final Maturity Date ") which shall be equal to the unpaid
Principal Balance and accrued interest thereon. Any payment
shall be applied first to accrued interest and thereafter to
reduction of the Principal Balance.
(c)(i) In the event that the interest on this
Note shall become subject to federal income taxation pursuant
to a Determination of Taxability (as hereinafter defined), the
interest rate on this Note shall be increased, retroactively
effective from and after the Date of Taxability (as hereinafter
defined) to 19% per annum (the "Taxable Rate "). The City shall
immediately upon demand pay to the Holder and to each prior
Holder affected by such Determination of Taxability an amount
equal to the amount by which the interest accrued retroactively
at such increased rate from the Date of Taxability to the date
of payment exceeds the amount of interest actually accrued and
paid to the Holder and any such prior Holder during said
period. (Such obligation of the City shall survive the payment
in full of the principal amount of this Note). Commencing on
the first day of the month next following the date of payment
of such additional interest and continuing on the first day of
each month thereafter (unless the Holder shall accelerate the
maturity of the Note pursuant to clause (ii) of this paragraph
(c)), this Note shall be payable as follows:
(A) if amortization of the Principal Balance
had not theretofore commenced under
paragraph (b) hereof, the monthly payments
of interest only hereunder shall be
increased to reflect the accrual of
interest at the Taxable Rate and the
monthly installments of principal and
interest payable commencing with the
September 1, 1983. payment shall be
recomputed on the basis of the Taxable Rate
on an assumed thirty year amortization; or
(B) if amortization of the Principal Balance
had theretofore commenced under paragraph
(b) hereof, the monthly installments of
principal and interest payable commencing
with the next succeeding payment shall be
recomputed on the basis of the Taxable Rate
and amortization over the remaining portion
of the original assumed amortization.
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(ii) Upon a Determination of Taxability, the
Holder may declare the entire Principal Balance of this Note
together with accrued interest thereon at such retroactivelv
increased Taxable Rate to be immediately due and payable, plus
the prepayment premium, calculated in accordance with paragraph
8 hereof.
(iii) The Holder shall give notice, as soon as
practicable, to the Borrower of any Notice of Taxability, as
hereinafter defined, received by the Holder and permit the
Borrower to contest, litigate or appeal the same at its sole
expense, provided that any such contest, litigation or appeal
is, in the reasonable opinion of the Holder, being undertaken
and carried forward in good faith, diligently and with reason -
able dispatch. In the event any such contest, litigation or
appeal is undertaken, the increased interest provided in
paragraph (b)(i) shall, nevertheless, be payable to the Holder
and shall be held by the Holder in escrow (without paying
interest thereon) pending final disposition of such contest,
litigation or appeal, provided that the Borrower shall
indemnify and hold harmless the Holder and each prior Holder
from any and all penalties, interest or other liabilities which
they may incur on account of such contest, litigation or
appeal.
(iv) The terms "Determination of Taxability,"
"Date of Taxability" and "Notice of Taxability" shall have the
meanings ascribed to such terms in the Loan Agreement, dated
the date hereof (the "Loan Agreement "), between the City and
Tanners Lake Partners (the "Borrower ").
2. In any event, the payments hereunder shall be
sufficient to pay all principal and interest due, as such
principal and interest becomes due, and to pay any premium or
penalty, at maturity, upon redemption, or otherwise. Interest
shall be computed on the basis of a 360 day year, but charged
for the actual number of days elapsed.
3. Principal and interest and any premium due
hereunder shall be payable at the principal office of the
Lender, or at such other place as the Holder may designate in
writing.
4. This Note is issued by the City to provide funds
for a Project, as defined in Section 474.02, Subdivisions lb,
Minnesota Statutes, consisting of the acquisition, construction
and equipping of a Cricket Inn Motel, pursuant to the Loan ;
Agreement, and this Note is further issued pursuant to and in
full compliance with the Constitution and laws of the State of
Minnesota, particularly Chapter 474, Minnesota Statutes, and
pursuant to a resolution of the City Council duly adopted on
August 9, 1982 (the "Resolution ").
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5. This Note is secured by a Pledge Agreement of
even date herewith by the City to the Lender (the "Pledge
Agreement "), a Combination Mortgage, Security Agreement and
Fixture Financing Statement, of even date herewith between the
Borrower as mortgagor, and the Lender as mortgagee (the
"Mortgage ") by an Assignment of Rents and Leases, of even date
herewith, from the Borrower to the Lender (the "Assignment of
Rents and Leases ") and Guaranties from Dr. Arvid Johnsen,
Detlef Stroh, James W. Beck, William M. Bracken, Bruce M.
Carlson, James D. Maney, Fred H. Chute, Timothy Adams, William
B: Driscoll, Newell P. Weed, Jr. and William B. Cash to the
Lender (collectively, the "Guaranty "). The proceeds of this
Note shall be placed in the Proceeds Account of the
Construction Fund established pursuant to the Resolution and
the Construction Loan Agreement (hereinafter referred to) and
disbursement of the proceeds of this Note from the Construction
Fund is subject to the terms and conditions of a Construction
Loan Agreement of even date herewith among the Lender, the City
and the Borrower (the "Construction Loan Agreement ").
6. The Holder may extend the times of payments of
interest and /or principal of or any penalty or premium due on
this Note, including the date of the Final Maturity Date, to
the extent permitted by law, without notice to or consent of
any party liable hereon and without releasing any such party.
However, in no event may the Final Maturity Date be extended
beyond thirty (30) years from the date hereof.
7. The Borrower may prepay the Principal Balance in
whole or in part in increments of $100,000 on the first day of
any month upon at least 30 days advance written notice to the
Holder (or such lesser period of notice as the Holder may
approve) and upon payment of an amount equal to the principal
amount being so prepaid, plus accrued interest hereon to the
date of prepayment, plus the prepayment premium calculated in
accordance with paragraph 8 hereof. This Note is also subject
to mandatory prepayment in whole or in part pursuant to Section
3.1 of the Construction Loan Agreement in the amount of any
sums remaining in the Proceeds Account of the Construction Fund
at the Completion Date (as such terms are defined in the
Construction Loan Agreement), in which event a prepayment
premium shall also be payable in accordance with paragraph 8
hereof, and the time of such prepayment may not be extended -
pursuant to paragraph 6 hereof. Upon the occurrence of certain
"Events of Default" under the Construction Loan Agreement, the
Loan Agreement and /or under the Mortgage, and as provided in
paragraph 12 hereof, the Holder may declare the Principal
Balance and accrued interest on this Note to be immediately due
and payable (any such action and any similar action pursuant to
paragraph l(c)(ii) hereof being hereinafter referred to as an
"acceleration" of this Note), in which event a prepayment
premium shall also be payable in accordance with paragraph 8
hereof.
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Upon the occurrence of certain events of damage,
destruction or condemnation, the Holder may, as provided in the
Mortgage, apply the net proceeds of any insurance or condem-
nation award to the prepayment, in whole or in part, of the
Principal Balance in which event a prepayment premium may be
payable in accordance with paragraph 8 hereof.
This Note may be called for redemption and
prepayment, in whole, at the option of the Holder, on September
1, 1992 (or at any time within six months following September
1,1992), on September 1, 1997, on September 1, 2002 and on
September 1, 2007, (the "Call Dates "), upon at least thirty
(30) days advance written notice to the Borrower (or such
lesser period of notice as the Borrower may approve). The
Borrower has the right under this Note on any Call Date of
which the Holder has given the required notice, in lieu of
redemption of this Note, upon five (5) days advance written
notice prior to such Call Date, to purchase the Note from the
Holder or give notice to the Holder that it has secured a
purchaser for the Note. The Holder agrees, in lieu of
redemption of this Note at a purchase price equal to the
Principal Balance and accrued interest to sell the Note to the
Borrower or such purchaser on such Call Date.
8. (a) If at the time of any prepayment on or prior
to September 1, 1987 or acceleration of this Note occurring
prior to September 1, 1987, the Borrower shall pay, together
with the premium, if any, set forth in paragraph (b) hereof, an
amount equal to 1 -1/28 of the amount of principal so prepaid.
Notwithstanding the foregoing, no such premium shall be payable
with respect to the following prepayments:
(i) prepayment made at the option of the
Holder pursuant to Article Five of the Mortgage or
Section 5.02 of the Loan Agreement,
(ii) prepayment pursuant to Section 3.1 of
the Construction Loan Agreement in the amount of
any sums remaining in the Proceeds Account of the
Construction Fund at the Completion Date,
(iii) prepayment made at the option of the Borrower
upon a Determination of Taxability resulting from a change
in any applicable federal statute, or
(iv) prepayment made at the option of the Holder
pursuant to paragraph (1)(c)(ii) hereof,
unless an Event of Default thad occurred under the Loan
Agreement, Construction Loan Agreement or the Mortgage and
remains uncured at the time such prepayment is made.
(b) If at the time of any prepayment or
acceleration of this Note, occurring prior to August 1, 1992
the yield on U.S. Treasury securities (as published by the
Federal Reserve Bank of New York) having a maturity date
closest to September 1, 1992 (the "Government Yield "), as
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determined by the Holder as of the date of prepayment or
acceleration, is less than 16 -1/48 the Borrower shall pay a
premium calculated as follows: (a) the amount of principal so
prepaid shall be multiplied by (i) the amount by which 16 -1/48
exceeds the Government Yield as of the date of prepayment or
acceleration, times (ii) a fraction, the numerator of which is
the number of days remaining to September 1, 1992 and the
denominator of which is 360, (b) the resulting product shall
then be divided by the number of whole months then remaining to
September 1, 1992 yielding a quotient (the "Quotient "), (c) the
amount of the prepayment premium payable under this paragraph
shall be the present value on the date of prepayment or
acceleration (using the Government Yield as of the date of
prepayment or acceleration as the discount factor) of a stream
of equal monthly payments in number equal to the number of
whole months remaining to September 1, 1992, with the amount of
each such hypothetical monthly payment equal to the Quotient
and with the first payment payable on the date of prepayment or
acceleration. Notwithstanding the foregoing, no such
prepayment premium shall be payable with respect to a
prepayment made at the option of the Holder pursuant to
paragraph l(c)(ii) hereof or pursuant to Article Five of the
Mortgage or Section 5.02 of the Loan Agreement unless an Event
of Default had occurred under the Loan Agreement, Construction
Loan Agreement, or the Mortgage and remains uncured at the time
such prepayment is made.
9. The payments due under paragraph 1 hereof shall
continue to be due and payable in full until the entire
Principal Balance and accrued interest due on this Note have
been paid regardless of any partial prepayment made hereunder.
10. As provided in the Resolution and subject to
certain limitations set forth therein, this Note is transfer-
able upon the books of the City at the office of the City
Manager by the Holder in person or by his agent duly authorized
in writing, at the Holder's expense, upon surrender hereof
together with a written instrument of transfer satisfactory to
the City Clerk duly executed by the Holder or his duly
authorized agent. Upon such transfer the City Clerk will note
the date of registration and the name and address of the new
registered Holder in the registration blank appearing below.
The City may deem and treat the person in whose name the Note
is last registered upon the books of the City with such
registration noted on the Note, as the absolute owner hereof,
whether or not overdue, for the purpose of receiving payment of
or on the account of the Principal Balance, redemption price or
interest and for all other purposes, and all such payments so
made to the Holder or upon his order shall be valid and
effective to satisfy and discharge the liability upon the Note
to the extent of the sum or sums so paid, and the City shall
not be affected by any notice to the contrary.
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11. This Note and interest hereon and any premium due
hereunder are payable solely from the revenues and proceeds
under the Loan Agreement pledged to the payment thereof
pursuant to the Pledge Agreement, except as the same may
otherwise be payable in accordance with, the Mortgage, the
Guaranty and the Assignment of Rents and Leases, and do not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation, are not payable from or
a charge upon any funds other than the revenues and proceeds
pledged to the payment thereof, and,do not give rise to a
pecuniary liability of the City or, to the extent permitted by
law, of any of its officers, agents or employees, and no holder
of this Note shall ever have the right to compel any exercise
of the taxing power of the City to pay this Note or the
interest thereon, or to enforce payment thereof against any
property of the City, and this Note does not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City, and the agreement of the City to perform
or cause the performance of the covenants and other provisions
herein referred to shall be subject at all times to the
availability of revenues or other funds furnished for such
purpose in accordance with the Loan Agreement, sufficient to
pay all costs of such performance or the enforcement thereof.
S
12. It is agreed that time is of the essence of this
Note. If the City defaults in the payment when due of any
installment of principal or interest or any premium or penalty
due hereunder and if said default shall have continued for a
period of ten (10) days, or if an Event of Default shall occur
as set forth in the Mortgage, the Construction Loan Agreement
or the Loan Agreement, then the Holder shall have the right and
option to declare the Principal Balance, and accrued interest
thereon, together with the premium, if any, payable under
paragraph 8 hereof, immediately due and payable but solely from
the sources specified in paragraph 11 hereof. Failure to
exercise such option at any time shall not constitute a waiver
of the right to exercise the same at any subsequent time.
13. The remedies of the Holder, as provided herein
and in the Mortgage, the Assignment of Rents and Leases, the
Guaranty, the Loan Agreement and the Construction Loan
Agreement, are not exclusive and shall be cumulative and
concurrent and may be pursued singly, successively or together,
at the sole discretion of the Holder, and may be exercised as
often as occasion therefor shall occur; and the failure to
exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
14. The Holder shall not be deemed, by any act of
omission or commission, to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed
by the Holder, and then only to the extent specifically set
forth in the writing. A waiver with reference to one event -
shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event.
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IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required
to exist, happen and be performed precedent to or in the issuance of this Note do'exist,
have happened and have been performed in regular and due form as required by law.
IN WITNESS WHEREOF, the City has caused this note to be duly executed in its name
by the manual signatures of the Mayor, City Clerk, and has caused the corporate seal
to be affixed hereto, and has caused this note to be dated , 1982.
CITY OF MAPLEWOOD, MINNESOTA
/s /Sohn Greavu
Mayor
Attest:
a/ Lucille E. Aurelius
City Clerk
(SEAL)
4. Cancellation of Assessment *See Page 13a
Approved the cancellation of the assessment in the amount of $309.17 for Diseased Tree
Removal Improvement 80 -6 for Frank Cincotta, Code No. 57 01710 020 67.
5. Tax Forfeited Property
Resolution No. 82 -8 -108
WHEREAS, the City of Maplewood has determined that the following described tax for-
feited land is required for pending purposes:
Subject to road and easements, the North One -half of vacated alley adjoining and
Lot 1, Block 8, Smith and Taylor's Addition to North St. Paul (Code No. 57- 68800-
012-08)'
NOW, THEREFORE, BE IT RESOLVED, that the proper City officials be and hereby are
authorized to make an application for conveyance of said tax forfeited Land for ponding
purposes; and
BE IT FURTHER RESOLVED, that the City Clerk be and hereby is authorized to file
a certified copy of this resolution and application for conveyance of said tax forfeited
land in the Office of the Land Commissioner.
F. PUBLIC HEARINGS
1. Preliminary Approval - Industrial Revenue Note - Emerald Inn 7:00 P.M.
a.. Mayor Greavu convened the meeting for a public hearing regarding the request
of Emerald Inn (Judson Dayton, Duncan Dayton, Fred Chute, Dr. Edward Chute, David Chute
and Arthur B. Johnson) for a $1,500,000.00 Industrial Revenue Note to construct a 66
unit hotel to be located next to the Perkins Restaurant and fronting on County Road
D. The Clerk stated the hearing notice was found to be in order and noted the dates
of publication.
- 13 - 8/9
82 — 8 — 108A .,
WHEREAS, pursuant to resolution No. 81 -7 -143 of the City Council of Maplewood, Minnesota
adopted July 16, 1982, the special assessments for the removal of Diseased Trees Improvement
No. 80 -6 were levied against the property described as 57 01710 020 67; and
WHEREAS, the above described assessment was levied in error and should be cancelled;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF MAPLEWOOD, MINNESOTA that the
assessment for Diseased Tree Improvement 80 -6, in the amount of $309.17 be, and the same
hereby are, cancelled and that any payments made by the owner for this assessment will
be refunded.
— 13a— 8/9
b. Manager Evans presented the staff report.
C. Mr. Fred Chute, representing Emerald Inn, spoke on behalf of the proposal.
d. Mayor Greavu called for proponents. None were heard.
e. Mayor Greavu called for opponents. None were heard.
f. Mayor Greavu closed the public hearing.
g. Mayor Greavu introduced the following resolution and moved its adoption:
82 -8 -109
RESOLUTION RECITING A PROPOSAL FOR A
COMMERCIAL FACILITIES DEVELOPMENT PROJECT
GIVING PRELIMINARY APPROVAL TO THE PROJECT
PURSUANT TO THE MINNESOTA
MUNICIPAL INDUSTRIAL DEVELOPMENT ACT
AUTHORIZING THE SUBMISSION OF AN APPLICATION
FOR APPROVAL OF SAID PROJECT TO THE
COMMISSIONER OF ENERGY, PLANNING AND
DEVELOPMENT OF THE STATE OF MINNESOTA
AND AUTHORIZING THE PREPARATION OF
NECESSARY DOCUMENTS AND MATERIALS
IN CONNECTION WITH SAID PROJECT
WHEREAS,
(a) The purpose of Chapter 474, Minnesota
Statutes, known as the Minnesota Municipal Industrial
Development Act (the "Act ") as found and determined by the
legislature is to promote the welfare of the state by the
active attraction and encouragement and development of economi-
cally sound industry and commerce to prevent so far as possible
the emergence of blighted and marginal lands and areas of
chronic unemployment;
(b) Factors necessitating the active promotion
and development of economically sound industry and commerce are
the increasing concentration of population in the metropolitan
areas and the rapidly rising increase in the amount and cost of -
governmental services required to meet the needs of the
increased population and the need for development of land use
which will provide an adequate tax base to finance these
increased costs and access to employment opportunities for such
population;
(c) The City Council of the City of Maplewood
(the "City ") has received from Judson Dayton, Duncan Dayton,
Fred Chute, Dr. Edward Chute, David Chute and Arthur B.
Johnson, who propose to form a corporation or partnership (the
"Company ") a proposal that the City undertake to finance a
Project hereinafter described, through the issuance of revenue
bonds in the form of a single debt instrument ( "the Note ")
pursuant to the Act;
- 14 - 8/9
W The City desires to facilitate the selec-
tive development of the community, retain and improve the tax
base and help to provide the range of services and employment
opportunities required by the population; and the Project will
assist the City in achieving those objectives. The Project
will help to increase assessed valuation of the City and help
maintain a positive relationship between assessed valuation and
debt and enhance the image and reputation of the community;
(e) Company is currently engaged in the
business of real estate development. The Project to be
financed by the Note is an Emerald Inn hotel facility to be
located in the City and consists of the acquisition of land and
the construction of buildings and improvements thereon and the
installation of equipment therein, and will result in the em-
ployment of 25 additional persons to work within the new
facilities;
(f) The City has been advised by representa-
tives of Company that conventional, commercial financing to pay
the capital cost of the Project is available only on a limited
basis and at such high costs of borrowing that the economic
feasibility of operating the Project would be significantly
reduced, but Company has also advised this Council that with
the aid of municipal financing, and its resulting low borrowing
cost, the Project is economically more feasible;
(g) Pursuant to a resolution of the City
Council adopted on July 12, 1982, a public hearing on the
Project was held on August 9, 1982, after notice was published,
and materials made available for public inspection at the
office of the City Clerk, all as required by Minnesota
Statutes, Section 474.01, Subdivision 7b at which public
hearing all those appearing who so desired to speak were heard;
(h) No public official of the City has either a
direct or indirect financial interest in the Project nor will
any public official either directly or indirectly benefit
financially from the Project.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Maplewood, Minnesota, as follows:
I. The Council hereby gives preliminary approval to the
proposal of Company that the City undertake the Project
pursuant to the Minnesota Municipal Industrial Development Act
(Chapter 474, Minnesota Statutes), consisting of the acqui-
sition, construction and equipping of facilities within the
City pursuant to Company's specifications suitable for the
operations described above and to a revenue agreement between
the City and Company upon such terms and conditions-with
provisions for revision from time to time as necessary, so as
to produce income and revenues sufficient to pay, wtien due, the
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principal of and interest on the Note in the total principal
amount of approximately $1,500,000 to be issued pursuant to the
Act to finance the acquisition, construction and equipping of
the Project; and said agreement may also provide for the entire
interest of Company therein to be mortgaged to the purchaser of
the Note; and the City hereby undertakes preliminarily to issue
its Note in accordance with such terms and conditions;
2. On the basis of information available to this Council
it appears, and the Council hereby finds, that the Project
constitutes properties, real and personal, used or useful in
connection with one or more revenue producing enterprises
engaged in any business within the meaning of Subdivision lb of
Section 474.02 of the Act; that the Project furthers the
purposes stated in Section 474.01, Minnesota Statutes; that the
availability of the financing under the Act and willingness of
the City to furnish such financing will be a substantial
inducement to Company to undertake the Project, and that the
effect of the Project, if undertaken, will be to encourage the
development of economically sound industry and commerce, to
assist in the prevention of the emergence of blighted and
marginal land, to help prevent chronic unemployment, to help
the City retain and improve the tax base and to provide the
range of service and employment opportunities required by the
population, to help prevent the movement of talented and
educated persons out of the state and to areas within the State
where their services may not be as effectively used, to promote
more intensive development and use of land within the City and
eventually to increase the tax base of the community;
3. The Project is hereby given preliminary approval by
the City subject to the approval of the Project by the
Commissioner of Energy, Planning and Development (the
"Commissioner "), and subject to final approval by this Council,
Company, and the purchaser of the Note as to the ultimate
details of the financing of the Project;
4. In accordance with Subdivision 7a of Section 474.01
Minnesota Statutes, the Mayor of the City is hereby authorized
and directed to submit the proposal for the Project to the
Commissioner requesting his approval, and other officers,
employees and agents of the City are hereby authorized to
provide the Commissioner with such preliminary information as-
he may require;
5. Company has agreed and it is hereby determined that
any and all costs incurred by the City in connection with the
financing of the Project whether or not the Project is carried
to completion and whether or not approved by the Commissioner
will be paid by Company;
- 16 - 8/9
6. Briggs and Morgan, Professional Association, acting as
bond counsel, is authorized to assist in the preparation and
review of necessary documents relating to the Project, to
consult with the City Attorney, Company and the purchaser of
the Note as to the maturities, interest rates and other terms
and provisions of the Note and as to the covenants' and other
provisions of the necessary documents and to submit such
documents to the Council for final approval; .
7. Nothing in this resolution or in the documents pre-
pared pursuant hereto shall authorize the expenditure of any
municipal funds on the Project other than the revenues derived
from the Project or otherwise granted to the City for this
purpose. The Note shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property or funds of
the City except the revenue and proceeds pledged to the payment
thereof, nor shall the City be subject to any liability
thereon. The holder of the Note shall never have the right to
compel any exercise of the taxing power of the City to pay the
outstanding principal on the Note or the interest thereon, or
to enforce payment thereof against any property of the City.
The Note shall recite in substance that the Note including
interest thereon, is payable solely from the revenue and
proceeds pledged to the payment thereof. The Note shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation;
S. In anticipation of the approval by the Commissioner
and the issuance of the Note to finance all or a portion of the
Project, and in order that completion of the Project will not
be unduly delayed when approved, Company is hereby authorized -
to make such expenditures and advance$ toward payment of that
portion of the costs of the Project as Company considers
necessary, including the use of interim, short -term financing,
subject to reimbursement from the proceeds of the Note if and
when delivered but otherwise without liability on the part of
the City,
9. If construction of the Project is not started within
one year from the date hereof, this resolution shall thereafter
have no force and effect and the preliminary approval herein
granted is withdrawn.
Adopted by the City Council of the City of Maplewood,
Minnesota, this day of , 1982.
Attest:
City Clerk
Mayor
- 17 - 8/9
Seconded by Councilmember Maida. Ayes - all.
2. Preliminary Approval - Industrial Revenue Note - Health Resources - 7:15 P.M.
a. Mayor Greavu convened the meeting for a public hearing regarding the request
of Health Resources, Inc. for a $4,500,000.00 Industrial Revenue Note to construct
an ambulatory care center and on the request of Health Resource Assistance Corporation
to construct a medical office building project. The Clerk stated the hearing notice
was in order and noted the dates of publication.
b. Manager Evans stated that since the adoption of the preliminary resolution Health
Resources, Inc. has determined to combine the ambulatory care center and the medical
office building into one facility and to change the ownership of the facility.
Hazelwood Properties, Inc. will own the land and Maplewood Professional Limited
Partnership will own the facility. (Hazelwood Properties, Inc. and Maplewood Pro-
fessional Building Limited Partnership are related entities to Health Resources,
Inc.) Because of these changes, Briggs and Morgan, bonding consultants, advised
Health Resources that it was necessary to hold a rehearing on the project and to
amend the preliminary resolutions that were adopted on January 21, 1982. Hazelwood
Properties, Inc. and Maplewood Professional Building Limited Partnership are request-
ing final approval at this time.
c. Mr. Jerry Willcox, representing Health Resources spoke on behalf of the proposal.
d. Mayor Greavu called for proponents. None were heard.
e. Mayor Greavu called for opponents. None were heard.
f. Mayor Greavu closed the public hearing.
g. Councilmember Bastian introduced the following resolution and moved its adoption:
82 -8- 110
AMENDED RESOLUTION RECITING A PROPOSAL FOR A
COMMERCIAL FACILITIES DEVELOPMENT PROJECT
GIVING PRELIMINARY APPROVAL TO THE PROJECT
PURSUANT TO THE MINNESOTA
MUNICIPAL INDUSTRIAL DEVELOPMENT ACT
AUTHORIZING THE SUBMISSION OF AN APPLICATION_
FOR APPROVAL OF SAID PROJECT TO THE
COMMISSIONER OF SECURITIES
OF THE STATE OF MINNESOTA
AND AUTHORIZING THE PREPARATION OF
NECESSARY DOCUMENTS AND MATERIALS
IN CONNECTION WITH SAID PROJECT
WHEREAS,
(a) The purpose of Chapter 474, Minnesota
Statutes, known as the Minnesota Municipal Industrial
Development Act (the "Act ") as found and determined by the
legislature is to promote the welfare of the state by the
active attraction and encouragement and development of economi-
cally sound industry and commerce to prevent so far as possible
the emergence of blighted and marginal lands and areas of
chronic unemployment;
- 18 - 8/9
(b) Factors necessitating the active promotion
and development of economically sound industry and commerce are
the increasing concentration of population in the metropolitan
areas and the rapidly rising increase in the amount and cost of
governmental services required to meet the needs of the
increased population and the need for development of land use
which will provide an adequate tax base to finance these
increased costs and access to employment opportunities for such
population;
(c) The City Council on January 21, 1982 held a
public hearing on the proposal of Health Resources Assistance
Corporation and Health Resource Center, Inc., related
corporatiors,that the City assist in financing a medical office
building and an ambulatory care and related health care center
through the issuance of a.Revenue Bond or Bonds or a Revenue
Note or Notes hereinafter referred to in this resolution as
"Revenue Bonds" pursuant to the Act;
(d) It is now proposed that the medical office
building and ambulatory care center be housed in one facility
and that Hazelwood Properties, Inc. and Maplewood Professional
Building Limited Partnership (the "Company "), related entities
to the original applicants,undertake the project.
(e) The City desires to facilitate the selec-
tive development of the community, retain and improve the tax
base and help to provide the range of services and employment
opportunities required by the population; and the project will
assist the City in achieving those objectives. The project
will help to increase assessed valuation of the City -and help
maintain a positive relationship between assessed valuation and
debt and enhance the image and reputation of the community;
(f) Company is currently engaged in the
business of health care services. The project to be financed
by the Revenue Bonds is a medical office building and an
ambulatory care center including a pharmacy, ambulatory
surgery, physical medicine, urgent care and laboratory and
other related support facilities (the "Project ") to be located
in the City and consists of the acquisition of land and the
construction of buildings and improvements thereon and the -
installation of equipment therein, and will result in the em-
ployment of 90 additional persons to work within the new
facilities;
(g) The City has been advised by representa-
tives of Company that conventional, commercial financing to pay
the capital cost of the Project is available only on a limited
basis and at such high costs of borrowing that the economic
feasibility of operating the Project would be significantly
reduced, but Company has also advised this Council that with
the aid of municipal financing, and its resulting low borrowing
cost, the Project is economically more feasible;
- 19 - 8/9
(h) Pursuant to a resolution of the City
Council adopted on January 17, 19821 a public hearing on the
Project was held on January 21, 1982 and a rehearing held on
August 9, 1982, after notice was published, and materials made
available for public inspection at the City Hall, all as
required by Minnesota Statutes, Section 474.01, Subdivision 7b
at which public hearing all those appearing who so desired to
speak were heard;
(i) No public official of the City has either a
direct or indirect financial interest in the Project nor will
any public official either directly or indirectly benefit
financially from the Project;
(j) The preliminary resolutions adopted on
January 21, 1982 for the ambulatory care center and the medical
office building are hereby amended and this resolution which
follows is meant to be substituted in its entirety for the
preliminary resolutions adopted on January 21, 1982.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Maplewood, Minnesota, as follows:
1. The Council hereby gives preliminary approval to the
proposal of Company that the City undertake the Project
pursuant to the Minnesota Municipal Industrial Development Act
(Chapter 474, Minnesota Statutes), consisting of the acqui-
sition, construction and equipping of facilities within the
City pursuant to Company's specifications suitable for the
operations described above and to a revenue agreement between
the City and Company upon such terms and conditions with
provisions for revision from time to time as necessary, so as
to produce income and revenues sufficient to pay, when due, the
principal of and interest on the Revenue Bonds in the total
principal amount of approximately $4,5001000 to be issued
pursuant to the Act to finance the acquisition, construction
and equipping of the Project; and said agreement may also
provide for the entire interest of Company therein to be
mortgaged to the purchaser of the Revenue Bonds; and the City
hereby undertakes preliminarily to issue its Revenue Bonds in
accordance with such terms and conditions;
2. On the basis of information available to this Council
it appears, and the Council hereby finds, that the Project
constitutes properties, real and personal, used or useful in
connection with one or more revenue producing enterprises
engaged in any business within the meaning of Subdivision la of
Section 474.02 of the Act; that the Project furthers the
purposes stated in Section 474.01, Minnesota Statutes; that the
availability of the financing under the Act and willingness of
the City to furnish such financing will be a substantial
inducement to Company to undertake the Project, and that the
effect of the Project, if undertaken, will be to encourage the
development of economically sound industry and commerce, to
assist in the prevention of the emergence of blighted and
- 20 - 8/9
marginal land, to help prevent chronic unemployment, to help
the City retain and improve the tax base and to provide the
range of service and employment opportunities required by the -
population, to help prevent the movement of talented and
educated persons out of the state and to areas within the State
where their services may not be as effectively used, to promote
more intensive development and use of land within the City and
eventually to increase the tax base of the community;
3. The Project is
the City subject to the
missioner of Securities
approval by this Counci
Revenue Bonds as to the
the Project;
hereby given preliminary approval by
approval of the Project by the Com-
and Real Estate, and subject to final
1, Company( and the purchaser of the
Ultimate details of the financing of
4. In accordance with Subdivision 7a of Section 474.01
Minnesota Statutes, the Mayor of the City is hereby authorized
and directed to submit the proposal for the Project to the
Commissioner of Securities and Real Estate, requesting her ap-
proval, and other officers, employees and agents of the City
are hereby authorized to provide the Commissioner with such
preliminary information as she may require;
5: Company has agreed and it is hereby determined that
any and all costs incurred by the City in connection with the
financing of the Project whether or not the Project is carried
to completion and whether or not approved by the Commissioner
will be paid by Company;
6. Briggs and Morgan, Professional Association, acting as
bond counsel and First Corporate Services acting as investment
banker ate authorized to assist in the preparation and review of
necessary documents relating to the Project, to consult with
the City Attorney, Company and the purchaser of the Revenue
Bonds as to the maturities, interest rates and other terms and
provisions of the Revenue Bonds and as to the covenants and
other provisions of the necessary documents and to submit such
documents to the Council for final approval;
7. Nothing in this resolution or in the documents pre-
pared pursuant hereto shall authorize the expenditure of any -
municipal funds on the Project other than the revenues derived
from the Project or otherwise granted to the City for this
purpose. The Revenue Bonds shall not constitute a charge, lien
or encumbrance, legal or equitable, upon any property or funds
of the City except the revenue and proceeds pledged to the
payment thereof, nor shall the City be subject to any liability
thereon. The holder.of the Revenue Bonds shall never have the
- 21 - 8/9
right to compel any exercise of the taxing power of the City to
pay the outstanding principal on the Revenue Bonds or the
interest thereon, or to enforce payment thereof against any _
property of the City. The Revenue Bonds shall recite in
substance that the Revenue Bonds, including interest thereon,
is payable solely from the revenue and proceeds pledged to the
payment thereof. The Revenue Bonds shall not constitute a debt
of the City within the meaning of any constitutional or
statutory limitation; _ _
B. In anticipation of the approval by the Commissioner of
Energy, Planning and Development and the issuance of the
Revenue Bonds to finance all or a portion of the Project, and
in order that completion of the Project will not be unduly
delayed when approved, Company is hereby authorized to make
such expenditures and advances toward payment of that portion
of the costs of the Project to be financed from the proceeds of
the Revenue Bonds as Company considers necessary, including the
use of interim, short -term financing, subject to reimbursement
from the proceeds of the Revenue Bonds if and when delivered
but otherwise without liability on the part of the City;
9. If construction of the Project is not started within
one year from the date hereof, this resolution shall thereafter
have no force and effect and the preliminary approval herein
granted is withdrawn.
Adopted by the City Council of the City of Maplewood,
Minnesota, this day of , 1982.
Attest:
City Clerk
Mayor
Seconded by Councilmember Suker. Ayes - all.
h. Councilmember Bastian introduced the following resolution and moved its adoption:
82 - 8 - 111
RESOLVED by the City Council of the City of
Maplewood, as follows:
ARTICLE ONE
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
1 -1. Definitions.
- 22 - 8/9
The terms used herein, unless the context hereof
shall require otherwise shall have the following meanings, and
any other terms defined in the Loan Agreement shall have the
same meanings when used herein as assigned to them in the Loan
Agreement unless the context or use thereof indicates another
or different meaning or intent.
Act: the Minnesota Municipal Industrial Development Act,
Minnesota Statutes, Chapter 474, as amended,
Assignment of Rents and Leases: '-the agreement to be
executed by the Borrower assigning all the rents, issues and
profits derived from the Project to the Lender to secure the
repayment of the Note and interest thereon;
Bond Counsel: the firm of Briggs and Morgan, Professional
Association, of St. Paul and Minneapolis, Minnesota, or any
other firm of nationally recognized bond counsel, and any
opinion of Bond Counsel shall be a written opinion signed by
such Bond Counsel;
Borrower: Maplewood Professional Building Limited
Partnership, a Minnesota limited partnership, its successors,
assigns, and any surviving, resulting or transferee business
entity which may assume its obligations under the Loan
Agreement;
City: the City of Maplewood, Minnesota, its successors
and assigns;
Construction Fund: the fund established by the City
pursuant to this Resolution and into the Proceeds Account of
the Construction,Fund the proceeds of the Note and the Series B
Note will be deposited;
Construction Loan Agreement: the agreement to be executed
by the City, the Borrower, the Lessor and the Lender, relating
to the disbursement and payment of Project Costs for the
acquisition, construction and installation of the Project;
Ground Lease: the lease of the Land between Hazelwood
Properties, Inc., as lessor and the Borrower, as lessee
executed on and evidenced by a Short Form Lease
filed as Document No.
Guarantors: Health Resources, Inc, and St. John's
Lutheran Hospital Association;
Guaranty: collectively, the Guaranties of the Performance
of the Leases to be executed by the Guarantors as of the date
of this Agreement;
Improvements: the structures and other improvements,
including any tangible personal property, to be constructed or
installed by the Borrower on the Land in accordance with the
Plans and Specifications;
- 23 - 8/9
Land: the real property and any other easements and
rights described in Exhibit A attached to the Loan Agreement;
Lender: First National Bank of Minneapolis, in
Minneapolis, Minnesota, its successors and assigns;
Lessor: Hazelwood Properties, Inc. and its successors and
assigns under the Ground Lease;
Loan Agreement: the agreement to be executed by the City
and the Borrower, providing for the issuance of the Note and
the loan of the proceeds thereof to the Borrower, including any
amendments or supplements thereto made in accordance with its
provisions;
Mortgage: the Combination Mortgage, Security Agreement
and Fixture Financing Statement between the Borrower and the
Lessor as mortgagors, to the Lender, as mortgagee, securing
payment of the Note and the Series B Note and interest thereon
including any mortgage supplemental thereto entered into in
accordance with the provisions thereof;
Note: the $ Commercial Development Revenue Note
of 1982, (Maplewood Professional Building Limited Partnership
Project) to be issued by the City pursuant to this Resolution;
Note Register: the ,records kept by the City Clerk to
provide for the registration of transfer of ownership of the
Note;
Plans and Specifications: the plans and specifications
for the construction and installation of the Improvements on
the Land, which are approved by the Lender, together with such
modifications thereof and additions thereto as are reasonably
determined by the Borrower to be necessary or desirable for the
completion of the Improvements and are approved by the Lender;
Pledge Agreement: the Pledge Agreement to be executed by
the City and the Lender pleding and assigning the Loan
Agreement to the Lender;
Principal Balance: so much of the principal sum on the
Note as remains unpaid at any time;
Project: the Land and Improvements as they may at any -
time exist;
Project Costs: the total of all "Construction Costs" and
"Loan and Carrying Charges," as those terms are defined in the
Loan Agreement;
Resolution: this Resolution of the City adopted August 9,
1982, authorizing the issuance of the Note, together with any
supplement or amendment thereto;
Series B an Agreement: the agreement to be executed by
the City and the Lessor, providing for the issuance of the
Series B Note and the loan of the proceeds thereof to the
Lessor, including any amendments or supplements thereto made in
accordance with its provisions;
- 24 - 8/9
Series B Note: the $ Commercial Development
Revenue Note (Hazelwood Properties, Inc. Project) to be issued
by the City pursuant to the Resolution;
Series B Pledge Agreement: the agreement to be executed
by the City and the Lender pledging and assigning the Series B
Loan Agreement to the Lender.
All references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the desig-
nated Articles, Sections and subdivisions of this resolution as
originally adopted. The words "herein," "hereof" and "hereund-
er" and other words of similar import refer to this Resolution
as a whole not to any particular Article, Section or subdivis-
ion.
1 -2. Legal Authorization.
The City is a political subdivision of the State of
Minnesota and is authorized under the Act to initiate the
revenue producing project herein referred to, and to issue and
sell the Note for the purpose, in the manner and upon the terms
and conditions set forth in the Act and in this Resolution.
1 -3. Findings.
The City Council has heretofore determined, and does
hereby determine, as follows:
(1) The City is authorized by the Act to enter into a
Loan Agreement for the public purposes expressed in the Act;
(2) The City has made the necessary arrangements with the
Borrower for the establishment within the City of a Project
consisting of certain property all as more fully described in
the Loan Agreement and which will be of the character and
accomplish the purposes provided by the Act, and the City has
by this Resolution authorized the Project and the execution of
the Loan Agreement, the Pledge Agreement, the Note and the
Construction Loan Agreement, which documents specify certain
terms and conditions of the acquisition and financing the
Project;
(3) in authorizing the Project the City's purpose is, and
in its judgment the effect thereof will be, to promote the pub-
lic welfare by: the attraction, encouragement and development
of economically sound industry and commerce so as to prevent,
so far as possible, the emergence of blighted and marginal
lands and areas of chronic unemployment; the development of
revenue - producing enterprises to use the available resources of
the community, in order to retain the benefit of the commun-
ity's existing investment in educational and public service
facilities; helping to provide necessary health care facilities
(to the end that adequate health care services be made
- 25 - 8/9
available to patients at reasonable cost) the halting of the
movement of talented, educated personnel of all ages to other
areas and thus preserving the economic and human resources
needed as a base for providing governmental services and facil-
ities; the provision of accessible employment opportunities for
residents in the area; the expansion of an adequate tax base to
finance the increase in the amount and cost of governmental
services, including educational services for the school
district serving the community in which the Project is
situated;
(4) the amount estimated to be necessary to partially
finance the Project Costs, including the costs and estimated
costs permitted by Section 474.05 of the Act, will require the
issuance of the Note in the aggregate principal amount of
$3,000,000 as hereinafter provided;
(5) it is desirable, feasible and consistent with the
objects and purposes of the Act to issue the Note, for the
purpose of financing the Improvements;
(6) the Note and the interest accruing thereon do not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation and do not consti-
tute or give rise to a pecuniary liability or a charge against
the general credit or taxing powers of the City and neither the
full faith and credit nor the taxing powers of the City are
pledged for the payment of the Note or interest thereon; and
(7) the Note is an industrial development bond within the
meaning of Section 103(b) of the Internal Revenue Code and is
to be issued within the exemption provided under subparagraph
(D) of Section 103(b)(6) of the Code with respect to an issue
Of $10,000,000 or less; provided that nothing herein shall
prevent the City from hereafter qualifying the Note under a
different exemption if, and to the extent, such exemption is
permitted by law and consistent with the objects and purposes
of the Project.
1 -4. Authorization and Ratification of Project.
The City has heretofore and does hereby authorize the
Borrower, in accordance with the provisions of Section
474.03(7) of the Act and subject to the terms and conditions
set forth in the Construction Loan Agreement, to provide for
.the acquisition, construction and installation of the
Improvements by such means as shall be available to the
Borrower and in the manner determined by the Borrower, and
without advertisement for bids as may be required for the
construction and acquisition of municipal facilities; and the
City hereby ratifies, affirms, and approves all actions
heretofore taken by the Borrower consistent with and in
anticipation of such authority and in compliance with the Plans
and Specifications.
- 26 - 8/9
ARTICLE. TWO
NOTE
2 -1. Authorized Amount and Form of Note.
The Note issued pursuant to,_this Resolution shall be
in substantially the form set forth herein, with such appropri-
ate variations, omissions and insertions as are permitted or
required by this Resolution, and in accordance with the further
provisions hereof; and the total principal amount of the Note
that may be outstanding hereunder is expressly limited to
$ unless a duplicate Note is issued pursuant to Sec-
tion 2 -6. The Note shall be in substantially the following
form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MAPLEWOOD
Commercial Development Revenue Note of 1982
(Maplewood Professional Building Limited Partnership Project)
FOR VALUE RECEIVED the CITY OF MAPLEWOOD, Ramsey
County, Minnesota (the "City "), hereby promises to pay the
First National Bank of Minneapolis (the "Lender "), its succes-
sors or registered assigns (the Lender and any such successor
or registered assignee being also sometimes hereinafter
referred to as the "Holder "), from the source and in the manner
hereinafter provided, the principal sum of
DOLLARS ($ ) or To much thereof as
remains unpaid from time to time the "Principal Balance "),
with interest thereon at the rates specified in paragraphs 1(a)
and l(b) hereof (the "Tax Exempt Rates ") or at such higher rate
as provided in paragraph 1(c) hereof (the "Taxable Rate "), in
any coin or currency which at the time or times of payment is-
legal tender for the payment of public or private debts in the
United States of America, in accordance with the terms
hereinafter set forth.
1. (a) From and after the date hereof through and
including , 19 , interest only shall be paid at the
rate of $ per annum. Interest shall accrue from the
date hereof and shall be payable on the first day of the
calendar month next succeeding the date hereof and on the first
day of each and every month thereafter through and including
19
- 27 - 8/9
(b) Commencing on , 19 and on the
first day of each calendar month thereafter, the Principal
Balance shall be amortized in equal consecutive monthly
installments of principal and interest the amount of each of
which is to be calculated on an assumed -year
amortization with interest from , 19 at the rate
of 138 per annum and a final installment on August 1, 1992 (the
"Final Maturity Date ") which shall be equal to the unpaid
Principal Balance and accrued interest thereon. Any payment
shall be applied first to accrued interest and thereafter to
reduction of the Principal Balance.
(c)(i) In the event that the interest on this
Note shall become subject to federal income taxation pursuant
to a Determination of Taxability (as hereinafter defined), the
interest rate on this Note shall be increased, retroactively
effective from and after the Date of Taxability (as hereinafter
defined) to % per annum
(the "Taxable Rate"), provided, however, that in no'event shall
the Taxable Rate for any period be less than the Tax Exempt
Rate otherwise in effect for the same period. The City shall
immediately upon demand pay to the Holder and to each prior
Holder affected by such Determination of Taxability an amount
equal to the amount by which the interest accrued retroactively
at such increased rate from the Date of Taxability to the date
of payment exceeds the amount of interest actually accrued and
paid to the Holder and any such prior Holder during said
period. (Such obligation of the City shall survive the payment
in full of the principal amount of this Note). Commencing on
the first day of the month next following the date of payment
of such additional interest and continuing on the first day of
each month thereafter (unless the Holder shall accelerate the
maturity of the Note pursuant to clause (ii) of this paragraph
(c)), this Note shall be payable as follows:
(A) if amortization of the Principal Balance
had not theretofore commenced under
paragraph (b) hereof, the monthly payments
of interest only hereunder shall be
increased to reflect the accrual of
interest at the Taxable Rate and the
monthly installments of principal and
interest payable commencing with the `
, 19_ payment shall be
recomputed on the basis of the Taxable Rate
on an assumed year amortization; or
(B) if amortization of the Principal Balance
had theretofore commenced under paragraph
(b) hereof, the monthly installments of
principal and interest payable commencing.
with the next succeeding payment shall be
recomputed on the basis of the Taxable Rate
and amortization over the remaining portion
of the original assumed amortization.
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Upon a Determination of Taxability, the
Holder may declare the entire Principal Balance of this Note
together with accrued interest thereon at such retroactively
increased Taxable Rate to be immediately due and payable, plus
the prepayment premium, calculated in accordance with paragraph
8 hereof.
(iii) The Holder shall give notice, as soon as
practicable, to the Borrower of any Notice of Taxability, as
hereinafter defined, received by the Holder and permit the
Borrower to contest, litigate or appeal the same at its sole
expense. In the event any such contest, litigation or appeal
is undertaken, the increased interest provided in paragraph
(b)(i) shall, nevertheless, be payable to the Holder and shall
be held by the Holder in escrow (without paying interest
thereon) pending final disposition of such contest, litigation
or appeal, provided that the Borrower shall indemnify and hold
harmless the Holder and each prior Holder from any and all
penalties, interest or other liabilities which they may incur
on account of such contest, litigation or appeal.
(iv)
"Date of Taxability"
meanings ascribed to
the date hereof (the
Maplewood Profession,
"Borrower ").
The terms "Determination of Taxability,"
and "Notice of Taxability" shall have the
such terms in the Loan Agreement, dated
"Loan Agreement "), between the City and
it Building Limited Partnership (the
2. In any event, the payments hereunder shall be
sufficient to pay all principal and interest due, as such
principal and interest becomes due, and to pay any premium or
penalty, at maturity, upon redemption, or otherwise. Interest
shall be computed on the basis of a 360 day year, but charged
for the actual number of days principal is unpaid.
3. Principal and interest and any premium due
hereunder shall be payable at the principal office of the
Lender, or at such other place as the Holder may designate in
writing.
4. This Note is issued by the City to provide funds
for a Project, as defined in Section 474.02, Subdivisions la,
Minnesota Statutes, consisting of the construction and
equipping of a combination medical office facility, ambulatory
care facility and related health care facilities, pursuant to
the Loan Agreement, and this Note is further issued pursuant to
and in full compliance with the Constitution and laws of the "
State of Minnesota, particularly Chapter 474, Minnesota
Statutes, and pursuant to a resolution of the City Council duly
adopted on August 9, 1982 (the "Resolution ").
- 29 - 8/9
5. This Note and that certain $ Commercial
Development Revenue Note of 1982 (Maplewood Professional
Building Limited Partnership Project) (the "Series B Note ") are
secured by two Pledge Agreements of even date herewith by the
City to the Lender (collectively, the "Pledge Agreements "), a
Combination Mortgage, Security Agreement and Fixture Financing
Statement, of even date herewith between the Borrower and
Hazelwood Properties, Inc. (the "Lessor ") under that certain
ground lease betwen the Lessor and the Borrower, as tenant, as
mortgagors, and the Lender as mortgagee (the "Mortgage ") by an
Assignment of Rents and Leases, of even date herewith, from the
Borrower to the Lender (the "Assignment of Rents and Leases ")
and two Guaranties of Performance of Lease from Health
Resources, Inc. and St. John's Lutheran Hospital Association,
respectively, to the Lender (the "Guaranty "). The proceeds of
this Note shall be placed in the Proceeds Account of the
Construction Fund established pursuant to a resolution adopted
August 9, 1982 by the City and the Construction Loan Agreement
(hereinafter referred to) and disbursement of the proceeds of
this Note from the Construction Fund is subject to the terms
and conditions of a Construction Loan Agreement of even date
herewith among the Lender, the City, the Lessor and the
Borrower (the "Construction Loan Agreement ").
6. The Holder may extend the times of payments of
interest and /or principal of or any penalty or premium due on
this Note, including the date of the Final Maturity Date, to
the extent permitted by law, without notice to or consent of
any party liable hereon and without releasing any such party.
However, in no event may the Final Maturity Date be extended
beyond thirty (30) years from the date hereof.
7. The Borrower may prepay the Principal Balance in
whole or in part in increments of $100,000 on the first day of
any month upon at least 30 days advance written notice to the
Holder (or such lesser period of notice as the Holder may
approve) and upon payment of an amount equal to the principal
amount being so prepaid, plus accrued interest hereon to the
date of prepayment, plus the prepayment premium calculated in
accordance with paragraph 8 hereof. This Note is also subject
to mandatory prepayment in whole or in part pursuant to Section
2.1 of the Construction Loan Agreement in the amount of any
sums remaining in the Proceeds Account of the Construction Fund
at the Completion Datet(as such terms are defined in the
Construction Loan Agreement), in which event a prepayment
premium shall also be payable in accordance with paragraph 8
hereof, and the time of such prepayment may not be extended
pursuant to paragraph 6 hereof. Upon the occurrence of certain
"Events of Default" under the Construction Loan Agreement
and /or under the Mortgage, and as provided in paragraph 12
hereof, the Holder may declare the Principal Balance and
accrued interest on this Note and the Series B Note,_to be
immediately due and payable (any such action and any similar
action pursuant to paragraph l(c)(ii) hereof being.hereinafter
referred to as an "acceleration" of this Note), in which event
a, prepayment premium shall also be payable in accordance with
paragraph 8 hereof.
- 30 - 8/9
Upon the occurrence of certain events of damage,
destruction or condemnation, the Holder may, as provided in the
Mortgage, apply the net proceeds of any insurance or condem-
nation award to the prepayment, in whole or in part, of the
Principal Balance in which event a prepayment premium may be
payable in accordance with paragraph 8 hereof.
S. If at the time of any prepayment or acceleration
of this Note, the yield on U.S. Treasury securities (as
published by the Federal Reserve Bank of New York) having a
maturity date closest to the Final Maturity Date (the
"Government Yield "), as determined by the Holder as of the date
of prepayment or acceleration, is less than 8, the
Borrower shall pay a premium calculated as f_o_1_1_o_w_s_-___Fa7 the
amount of principal so prepaid shall be multiplied by (i) the
amount by which % exceeds the Government Yield as
of the date of prepayment or acceleration, times (ii) a
fraction, the numerator of which is the number of days
remaining to the Final Maturity Date and the denominator of
which is 360, (b) the resulting product shall then be divided
by the number of whole months then remaining to the Final
Maturity Date yielding a quotient (the "Quotient "), (c) the
amount of the prepayment premium payable under this paragraph
shall be the present value on the date of prepayment or
acceleration (using the Government Yield as of the date of
prepayment or acceleration as the discount factor) of a stream
of equal monthly payments in number equal to the number of
whole months remaining to the Final Maturity Date, with the
amount of each such hypothetical monthly payment equal to the
Quotient and with the first payment payable on the date of
prepayment or acceleration notwithstanding the foregoing, no
such prepayment premium shall be payable with respect to a
prepayment made at the option of the Holder pursuant to Article
Five of the Mortgage or Section 5.02 of the Loan Agreement
unless an Event of Default had occurred under the Loan
Agreement or the Mortgage and remains uncured at the time such
prepayment is made.
9. The payments due under paragraph 1 hereof shall
continue to be due and payable in full until the entire
Principal Balance and accrued interest due on this Note have
been paid regardless of any partial prepayment made hereunder.
10. As provided in the Resolution and subject to
certain limitations set forth therein, this Note is transfer-
able upon the books of the City at the office of the City
Manager by the Holder in person or by his agent duly authorized
in writing, at the Holder's expense, upon surrender hereof
together with a written instrument of transfer satisfactory to
the City Clerk duly executed by the Holder or his duly
authorized agent. Upon such transfer the City Clerk will note
the date of registration and the name and address of the new
registered Holder in the registration blank appearing below.
The City may deem and treat the person in whose name the Note
is last registered upon the books of the City with such
registration noted on the Note, as the absolute owner hereof,
whether or not overdue, for the purpose of receiving payment of
- 31 - g/9
or on the account of the Principal Balance, redemption price or
interest and for all other purposes, and all such payments so
made to the Holder or upon his order shall be valid and
effective to satisfy and discharge the liability upon the Note
to the extent of the sum or sums so paid, and the City shall
not be affected by any notice to the contrary.
11. This Note and interest hereon and any premium
due hereunder are payable solely from the revenues and proceeds
under the Loan Agreement pledged to the payment thereof
pursuant to the Pledge Agreement, except as the same may
otherwise be payable in accordance with, the Mortgage, the
Guaranty and the Assignment of Rents and Leases, and do not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation, are not payable from or
a charge upon any funds other than the.revenues and proceeds
pledged to the payment thereof, and do not give rise to a
pecuniary liability of the City or, to the extent permitted by
-law, of any of its officers, agents or employees, and no holder
of this Note shall ever have the right to compel any exercise
of the taxing power of the City to pay this Note or the
interest thereon, or to enforce payment thereof against any
property of the City, and this Note does not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City, and the agreement of the City to perform
or cause the performance of the covenants and other provisions
herein referred to shall be subject at all times to'the
availability of revenues or other funds furnished for such
purpose in accordance with the Loan Agreement, sufficient to
pay all costs of such performance or the enforcement thereof.
12. It is agreed that time is of the essence of this
Note. If the City defaults in the payment when due of any
installment of principal or interest or any premium or penalty
due hereunder or the Series B Note and if said default shall
have continued for a period of five (5) days, or if an Event of
Default shall occur as set forth in the Mortgage, the
Construction Loan Agreement or the Loan Agreement, then the
Holder shall have the right and option to declare the Principal
Balance, and accrued interest thereon, together with the
premium specified in paragraph 8 hereof, immediately due and
payable but solely from the sources specified in paragraph 11
hereof. Failure to exercise such option at any time shall not
constitute a waiver of the right to exercise the same at any
subsequent time. '
13. The remedies of the Holder, as provided herein
and in the Mortgage, the Assignment of Rents and Leases, the
Guaranty, the Loan Agreement and the Construction Loan
Agreement, are not exclusive and shall be cumulative and
concurrent and may be pursued singly, successively or together,
at the sole discretion of the Holder, and may be exercised as
often as occasion therefor shall occur; and the failure to
exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
- 32 - 8/9
14. The Holder shall not be deemed, by any act of
omission or commission, to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed
by the Holder, and then only to the extent specifically set
forth in the writing. A waiver with reference to one event
shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event.
IT IS HEREBY CERTIFIED AND RECITED that all condi-
tions, acts and things required to exist, happen and be perform-
ed precedent to or in the issuance of^this Note do exist, have
happened and have been performed in regular and due form as
required by law.
IN WITNESS WHEREOF, the City has caused this Note to
be duly executed in its name by the manual signatures of the
Mayor, City Clerk, and has caused the corporate seal to be
affixed hereto, and has caused this Note to be dated
1982.
ATTEST:
City Clerk
(SEAL)
CITY OF MAPLEWOOD, MINNESOTA
Mayor
Seconded by Councilmember Juker. Ayes - all.
i. Councilmember Bastian introduced the following resolution and moved its adoption:
82 -8 -112
RESOLVED by the City Council of the City of
Maplewood, as follows:
ARTICLE ONE
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
1 -1. Definitions.
- 33 - 8/9
The terms used herein, unless the context hereof
shall require otherwise shall have the following meanings, and
any other terms defined in the Loan Agreement shall have the
same meanings when used herein as assigned to them in the Loan
Agreement unless the context or use thereof indicates another
or different meaning or intent.
Act: the Minnesota Municipal Industrial Development Act,
Minnesota Statutes, Chapter 474, as'amended;
Assignment of Rents and Leases: the agreement to be
executed by the Tenant assigning all the rents, issues and
profits derived from the Project to the Lender to secure the
repayment of the Note and interest thereon;
Bond Counsel: the firm of Briggs and Morgan, Professional
Association, of St. Paul and Minneapolis, Minnesota, or any
other firm of nationally recognized bond counsel, and any
opinion of Bond Counsel shall be a written opinion signed by
such Bond Counsel;
Borrower: Hazelwood Properties, Inc., a Minnesota general
partnership, its successors, assigns, and any surviving,
resulting or transferee business entity which may assume its
obligations under the Loan Agreement;
City: the City of Maplewood, Minnesota, its successors
and assigns;
Construction Fund: the fund established by the City
pursuant to the Resolution adopted August 9 authorizing the
issuance of the Series B Note and into the Proceeds Accoun£ of
the Construction Fund the proceeds of the Note and the Series B
Note will be deposited;
Construction Loan Agreement: the agreement to be executed
by the City, the Borrower, the Tenant and the Lender, relating
to the disbursement and payment of Project Costs for the
acquisition, construction and installation of the Project;
Ground Lease: the Lease of the Land between the Borrower
as Lessor and the Tenant as lessee executed on as
evidenced of record by a Short Form Lease filed _
Document No.
Guarantors: Health Resources Inc. and St. John's Lutheran
Hospital Association;
Guaranty: collectively, the Guaranties of the Performance
of the Leases to be executed by the Guarantors as of the date
of this Agreement;
Land: the real property and any other easements and
rights described in Exhibit A attached to the Loan Agreement;
Lender: First National Bank of Minneapolis, in
Minneapolis, Minnesota, its successors and assigns;
- 34 - 8/9
Loan Agreement: the agreement to be executed by the City
and t e Borrower, providing for the issuance of the Note and
the loan of the proceeds thereof to the Borrower, including any
amendments or supplements thereto made in accordance with its
provisions;
Mort a e: the Combination Mortgage, Security Agreement
and Fixture Financing Statement between the Borrower and the
Tenant, as mortgagors, to the Lender, as mortgagee, securing
payment of the Note and the Series B Note and interest thereon
including any mortgage supplemental thereto entered into in
accordance with the provisions thereof;
Note: the $ Commercial Development Revenue
Note of 1982, (Hazelwood Properties, Inc. Project) to be issued
by the City pursuant to this Resolution;
Note Register: the records kept by the City Clerk to
provide for the registration of transfer of ownership of the
Note;
Pledge Agreement: the Pledge Agreement to be executed by
the City and the Lender pleding and assigning the Loan
Agreement to the Lender;
Principal Balance: so much of the principal sum on the
Note as remains —Si nod at any time;
Project: the Land and Improvements as they may at any
time exist;
Project Costs: the total of all "Construction Costs" as
that term is fined in the Loan Agreement;
Re'sol'ution: this Resolution of the City adopted August 9,
1982, authorizing horizing the issuance of the Note, together with any
supplement or amendment thereto;
Series B Loan Agreement: the agreement to be executed by
the City and the Tenant, providing for the issuance of the
Series B Note and the loan of the proceeds thereof to the
Tenant, including any amendments or supplements thereto made in
accordance with its provisions;
Series B Note: the $ -Commercial Development^
Revenue Note of 1982 (Maplewood Professional Building Limited
Partnership Project) to be issued by the City pursuant to the
Resolution);
Series B Pledge Agreement: the agreement to be executed
by the City and the Lender pledging and assigning the Series B
Loan Agreement to the Lender;
Tenant: Maplewood Professional Building Limited
Partnership and its successors and assigns under the Ground
Lease.
- 35 - 8/9
All references in this instrument to designated
"Articles," "Sections" and other subdivisions are to the desig-
nated Articles, Sections and subdivisions of this resolution as
originally adopted. The words "herein," "hereof" and "hereund-
er" and other words of similar import refer to this Resolution
as a whole not to any particular Article, Section or subdivis-
ion.
1 -2. Legal Authorization.
The City is a political subdivision of the State of
Minnesota and is authorized under the Act to initiate the
revenue producing project herein referred to, and to issue and
sell the Note for the purpose, in the manner and upon the terms
and conditions set forth in the Act and in this Resolution.
1 -3. Findings.
The City Council has heretofore determined, and does
hereby determine, as follows:
(1) The City is authorized by the Act to enter into a
Loan Agreement for the public purposes expressed in the Act;
(2) The City has made the necessary arrangements with the
Borrower for the acquisition of the Land all as more fully
described in the Loan Agreement and which will be of the
character and accomplish the purposes provided by the Act, and
the City has by this Resolution authorized the Project and the
execution of the Loan Agreement, the Pledge Agreement, the Note
and the Construction Loan Agreement, which documents specify
certain terms and conditions of the acquisition and financing
the Project;
(3) in authorizing the Project the City's purpose is, and
in its judgment the effect thereof will be, to promote the pub-
lic welfare by: the attraction, encouragement and development
of economically sound industry and commerce so as to prevent,
so far as possible, the emergence of blighted and marginal
lands and areas of chronic unemployment; the development of
revenue - producing enterprises to use the available resources of
the community, in order to retain the benefit of the commun-
ity's existing investment in educational and public service
facilities; helping to provide necessary health care facilities -
(to the end that adequate health care services be made
available to patients at reasonable costs), the halting of the
movement of talented, educated personnel of all ages to other
areas and thus preserving the economic and human resources
needed as a base for providing governmental services and facil-
ities; the provision of accessible employment opportunities for
residents in the area; the expansion of an adequate tax base to
finance the increase in the amount and cost of governmental
services, including educational services for the school
district serving the community in which the Project is
situated;
- 36 - g/9
(4) the amount estimated to be necessary to partially
finance the Project Costs, including the costs and estimated
costs permitted by Section 474.05 of the Act, will require the
issuance of the Note in the aggregate principal amount of
$ as hereinafter provided;
(5) it is desirable, feasible and consistent with the
objects and purposes of the Act to issue the Note, for the
purpose of financing the Land;
(6) the Note and the interest accruing thereon do not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation and do not consti-
tute or give rise to a pecuniary liability or a charge against
the general credit or taxing powers of the City and neither the
full faith and credit nor the taxing powers of the City are
pledged for the payment of the Note or interest thereon; and
(7) the Note is an industrial development bond within the
meaning of Section 103(b) of the Internal Revenue Code and is
to be issued within the exemption provided under subparagraph
(D) of Section 103(b)(6) of the Code with respect to an issue
of $10,000,000 or less; provided that nothing herein shall
prevent the City from hereafter qualifying the Note under a
different exemption if, and to the extent, such exemption is
permitted by law and consistent with the objects and purposes
of the Project.
1 -4. Authorization and Ratification of Project.
is
ARTICLE TWO
NOTE
2 -1. Authorized Amount and Form of Note.
The Note issued pursuant to this Resolution shall be
in substantially the form set forth herein, with such appropri-
ate variations, omissions and insertions as are permitted or-
required by this Resolution, and in accordance with the further
provisions hereof; and the total principal amount of the Note
that may be outstanding hereunder is expressly limited to
$ unless a duplicate Note is issued pursuant to Sec -
tionn2 -6. The Note shall be in substantially the following
form:
- 37 - 8/9
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MAPLEWOOD
Commercial Development Revenue Note of 19Q2
(Hazelwood Properties, Inc. Project)
FOR VALUE RECEIVED the CITY OF MAPLEWOOD# Ramsey
County, Minnesota (the "City "), hereby promises to pay the
First National Bank of Minneapolis (the "Lender "), its succes- .
sors or registered assigns (the Lender and any such successor
or registered assignee being also sometimes hereinafter
referred to as the "Holder "), from the source and in the manner
hereinafter provided, the principal sum of or so much
DOLLARS ($ )
thereof as remains unpaid from time to time (the "Principal
Balance "), with interest thereon at the rates specified in
paragraphs 1(a) and 1(b) hereof (the "Tax Exempt Rates ") or at
such higher rate as provided in paragraph 1(c) hereof (the
"Taxable Rate "), in any coin or currency which at the time or
times of payment is legal tender for the payment of public or
private debts in the United States of America, in accordance
with the terms hereinafter set forth.
1. (a) From and after the date hereof through and
including , , interest only shall be
paid at the rate of 8 per annum. Interest shall
accrue from the date hereof and shall be payable on the first
day of the calendar month next succeeding the date hereof and
on the first day of each and every month thereafter through and
including
(b) Commencing on , and on the
thereafter, first day of each calendar month the Principal
Balance shall be amortized in equal consecutive monthly
installments of principal and interest the amount of each of
which is to be calculated on an assumed -year
ar the rate
amortization with interest from
of % per annum and a final installment on August 1,
1992 (the "Final Maturity Date ") which shall be equal to the
unpaid Principal Balance and accrued interest thereon. Any
payment shall be applied first to accrued interest and
thereafter to reduction of the Principal Balance.
- 38 - 8/9
(c) (i) In the event that the interest on this
Note shall become subject to federal income taxation pursuant
to a Determination of Taxability (as hereinafter defined), the.
interest rate on this Note shall be increased, retroactively
effective from and after the Date of Taxability (as hereinafter
defined) to A per annum
(the "Taxable Rate ")F provided, howeveF, that in no event shall
the Taxable Rate for any period be less than the Tax Exempt
Rate otherwise in effect for the same period. The City shall
immediately upon demand pay to the Holder and to each prior
Holder affected by such Determination of Taxability an amount
equal to the amount by which the interest accrued retroactively
at such increased rate from the Date of Taxability to the date
of payment exceeds the amount of interest actually accrued and
paid to the Holder and any such prior Holder during said
period. (Such obligation of the City shall survive the payment
in full of the principal amount of this Note). Commencing on
the first day of the month next following the date of payment
of such additional interest and continuing on the first day of
each month thereafter (unless the Holder shall accelerate the
maturity of the Note pursuant to clause (ii) of this paragraph
(c)), this Note shall be payable as follows:
(A) if amortization of the Principal Balance
had not theretofore commenced under
paragraph (b) hereof, the monthly payments
of interest only hereunder shall be
increased to reflect the accrual of
interest at the Taxable Rate and the
monthly installments of principal and
interest payable commencing with the
, payment shall be
recomputed on the basis of the Taxable Rate
on an assumed year amortization;
or
(B) if amortization of the Principal Balance
had theretofore commenced under paragraph
(b) hereof, the monthly installments of
principal and interest payable commencing
with the next succeeding payment shall be
recomputed on the basis of the Taxable Rate
and amortization over the remaining portion
of the original assumed amortization.
(ii) Upon a Determination of Taxability, the
Holder may declare the entire Principal Balance of this Note
together with accrued interest thereon at such retroactively
increased Taxable Rate to be immediately due and payable, plus
the prepayment premium, calculated in accordance with paragraph
8 hereof.
- 39 - 8/9
(iii) The Holder shall give notice, as soon as
practicable, to the Borrower of any Notice of Taxability, as
hereinafter defined, received by the Holder and permit the
Borrower to contest, litigate or appeal the same at its sole
expense. In the event any such contest, litigation-or appeal
is undertaken, the increased interest provided in paragraph
(b)(i) shall, nevertheless, be payable to the Holder and shall
be held by the Holder in escrow (without paying interest
thereon) pending final disposition of such contest, litigation
or appeal, provided that the Borrower shall indemnify and hold
harmless the Holder and each prior Holder from any and all
penalties, interest or other liabilities which they may incur
on account of such contest, litigation or appeal.
(iv) The terms "Determination of Taxability,"
"Date of Taxability" and "Notice of Taxability" shall have the
meanings ascribed to such terms in the Loan Agreement, dated
the date hereof (the "Loan Agreement "), between the City and
Hazelwood Properties, Inc. (the "Borrower ").
2. In any event, the payments hereunder shall be
sufficient to pay all principal and interest due, as such
principal and interest becomes due, and to pay any premium or
penalty, at maturity, upon redemption, or otherwise. Interest
shall be computed on the basis of a 360 day year, but charged
for the actual number of days principal is unpaid.
3. Principal and interest and any premium due
hereunder shall be payable at the principal office of the
Lender, or at such other place as the Holder may designate in
writing.
4. This Note is issued by the City to provide funds
for a Project, as defined in Section 474.02, Subdivisions la,
Minnesota Statutes, consisting of the acquisition of Land to be
leased to Maplewood Professional Building Limited Partnership
to construct thereon and equip a combination medical office
facility and related health care facilities, pursuant to the
Loan Agreement, and this Note is further issued pursuant to and
in full compliance with the Constitution and laws of the StAte
of Minnesota, particularly Chapter 474, Minnesota Statutes, and
pursuant to a resolution of the City Council duly adopted on
August 9, 1982 (the "Resolution ").
5. This Note and that certain $ Commercial
Development Revenue Note of 1982 (Hazelwood Properties, Inc.
Project) (the "Series B Note ") are secured by two Pledge
Agreements of even date herewith by the City to the Lender
(collectively, the "Pledge Agreements "), a Combination
Mortgage, Security Agreement and Fixture Financing Statement,
of even date herewith between the Borrower and Maplewood
Professional Building Limited Partnership (the "Tenant ") under
that certain Ground Lease between the Tenant and the Borrower,
as lessor, as mortgagors, and the Lender as mortgagee (the
"Mortgage ") by an Assignment of Rents and Leases, of even date
herewith, from the Borrower to the Lender (the "Assignment of
- 4o - 8/9
Rents and Leases ") and two Guaranties of Performance of Lease
from Health Resources Inc. and St. John's Lutheran Association,
respectively, to the Lender (the "Guaranty "). The proceeds of
this Note shall be placed in the Proceeds Account of the
Construction Fund established pursuant to the Resolution and
the Construction Loan Agreement (hereinafter referred to) and
disbursement of the proceeds of this Note from the Construction
Fund is subject to the terms and conditions of a Construction
Loan Agreement of even date herewith among the Lender, the
City, the Tenant and the Borrower (the "Construction Loan
Agreement ").
6. The Holder may extend the times of payments of
interest and /or principal of or any penalty or premium due on
this Note, including the date of the Final Maturity Date, to
the extent permitted by law, without notice to or consent of
any party liable hereon and without releasing any such party.
However, in no event may the Final Maturity Date be extended
beyond thirty (30) years from the date hereof.
7. The Borrower may prepay the Principal Balance in
whole or in part in increments of $100,000 on the first day of
any month upon at least 30 days advance written notice to the
Holder (or such lesser period of notice as the Holder may
approve) and upon payment of an amount equal to the principal
amount being so prepaid, plus accrued interest hereon to the
date of prepayment, plus the prepayment premium calculated in
accordance with paragraph 8 hereof. This Note is also subject
to mandatory prepayment in whole or in part pursuant to Section
2.1 of the Construction Loan Agreement in the amount of any
sums remaining in the Proceeds Account of the Construction Fund
at the Completion Date (as such terms are defined in the
Construction Loan Agreement), in which event a prepayment
premium shall also be payable in accordance with paragraph 8
hereof, and the time of such prepayment may not be extended
pursuant to paragraph 6 hereof. Upon the occurrence of certain
"Events of Default" under the Construction Loan Agreement
and /or under the Mortgage, and as provided in paragraph 12
hereof, the Holder may declare the Principal Balance;and
accrued interest on this Note to be immediately due and payable
(any such action and any similar action pursuant to paragraph
l(c)(ii) hereof being hereinafter referred to as an
"acceleration" of this Note), in which event a prepayment
premium shall also be payable in accordance with paragraph 8
hereof.
Upon the occurrence of certain events of damage,
destruction or condemnation, the Holder may, as provided in the
Mortgage, apply the net proceeds of any insurance or condem-
nation award to the prepayment, in whole or in part,' of the
Principal Balance in which event a prepayment premium may be
payable in accordance with paragraph 8 hereof.
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8. If at the time of any prepayment or acceleration
of this Note, the yield on U.S. Treasury securities (as
published by the Federal Reserve Bank of New York) having a
maturity date closest to the Final Maturity Date (the
"Government Yield "), as determined by the Holder as of the date
of prepayment or acceleration, is less than
Borrower shall pay a premium calculated as follows: (a) the
amount of principal so prepaid shall be multiplied by (i) the
amount by which 8 exceeds the Government Yield as
of the date of prepayment or acceleration, times (ii) a
fraction, the numerator of which is the number of days
remaining to the Final Maturity Date and the denominator of
which is 360, (b) the resulting product shall then be divided
by the number of whole months then remaining to the Final.
Maturity Date yielding a quotient (the "Quotient "), (c) the
amount of the prepayment premium payable under this paragraph
shall be the present value on the date of prepayment or
acceleration (using the Government Yield as of the date of
prepayment or acceleration as the discount factor) of a stream
of equal monthly payments in number equal to the number of
whole months remaining to the Final Maturity Date, with the
amount of each such hypothetical monthly payment equal to the
Quotient and with the first payment payable on the date of
prepayment or acceleration notwithstanding the foregoing, no
such prepayment premium shall be payable with respect to a
prepayment made at the option of the Holder pursuant to Article
Five of the Mortgage or Section 5.02 of the Loan Agreement
unless an Event of Default had occurred under the Loan
Agreement or the Mortgage and remains uncured at the time such
prepayment is made.
9. The payments due under paragraph 1 hereof shall
continue to be due and payable in full until the entire
Principal Balance and accrued interest due on this Note have
been paid regardless of any partial prepayment made hereunder.
10. As provided in the Resolution and subject to
certain limitations set forth therein, this Note is transfer-
able upon the books of the City at the office of the City
Manager by the Holder in person or by his agent duly, authorized
in writing, at the Holder's expense, upon surrender hereof
together with a written instrument of transfer satisfactory to
the City Clerk duly executed by the Holder or his duly
authorized agent. Upon such transfer the City Clerk will note
the date of registration and the name and address of the new
registered Holder in the registration blank appearing below.
The City may deem and treat the person in whose name the Note
is last registered upon the books of the City with such
registration noted on the Note, as the absolute owner hereof,
whether or not overdue, for the purpose of receiving payment of
or on the account of the Principal Balance, redemption price or
interest and for all other purposes, and all such payments so
made to the Holder or upon his order shall be valid and
effective to satisfy and discharge the liability upon the Note
to the extent of the sum or sums so paid, and the City shall
not be affected by any notice to the contrary.
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11. This Note and interest hereon and any premium
due hereunder are payable solely from the revenues and proceeds
under the Loan Agreement pledged to the payment thereof
pursuant to the Pledge Agreements, except as the same may
otherwise be payable in accordance with, the Mortgage, the
Guaranty and the Assignment of Rents and Leases, and do not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation, are not payable from or
a charge upon any funds other than the revenues and proceeds
pledged to the payment thereof, and.do not give rise to a
pecuniary liability of the City or, to the extent permitted by
law, of any of its officers, agents or employees, and no holder
of this Note shall ever have the right to compel any exercise
of the taxing power of the City to pay this Note or the
interest thereon, or to enforce payment thereof against any
property of the City, and'•this Note does not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City, and the agreement of the City to perform
or cause the performance of the covenants and other provisions
herein referred to shall be subject at all times to the
availability of revenues or other funds furnished for such
purpose in accordance with the Loan Agreement, sufficient to
pay all costs of such performance or the enforcement thereof.
12. It is.agreed that time is of the essence of this
Note. If the City defaults in the payment when due of any
installment of principal or interest or any premium or penalty
due hereunder or the Series B Note and if said default shall
have continued for a period of five (5) days, or if an Event of
Default shall occur as set forth in the Mortgage, the
Construction Loan Agreement or the Loan Agreement, then the
Holder shall have the right and option to declare the Principal
Balance, and accrued interest thereon, together with the
premium specified in paragraph 8 hereof, immediately due and
payable but solely from the sources specified in paragraph 11
hereof. Failure to exercise such option at any time shall not
constitute a waiver of the right to exercise the same at any
subsequent time.
13. The remedies of the Holder, as provided herein
and in the Mortgage, the Assignment of Rents and Leases, the
Guaranty, the Loan Agreement and the Construction Loan
Agreement, are not exclusive and shall be cumulative and
concurrent and may be pursued singly, successively or together,
at the sole discretion of the Holder, and may be exercised as
often as occasion therefor shall occur; and the failure to
exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.
14. The Holder shall not be deemed, by any act of
omission or commission, to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed
by the Holder, and then only to the extent specifically set'
forth in the writing. A waiver with reference to one event
shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event.
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IT IS HEREBY CERTIFIED AND RECITED THAT all conditions, acts and things required
to exist, happen and be performed precedent to or in the issuance of this Note do
exist, have happened - and -have been performed in regular and due form as required
by law.
IN WITNESS WHEREOF, the City has caused this Note to be duly executed in its
name by the manual s- ignatures of the Mayor, City Clerk, and has caused the corporate
seal to be affixed hereto, and has caused this Note to be dated , 1982.
CITY OFMAPLEWOOD, MINNESOTA
/s/ John C. Greavu
Mayor
ATTEST:
/s/ Lucille E. Aurelius _
City Clerk
(SEAL)
Seconded by Councilmember Juker. Ayes - all.
AWARD OF BIDS
None.
H. UNFINISHED BUSINESS_
None.
I. VISITOR PRESENTATIONS
None.
J. NEW BUSINESS
1. Code Amendment - House Moving
Tabled to later on the Agenda.
2. Special Exception: Beam and Highway 61
a. Manager Evans presented the staff report.
b. Commissioner Bill Howard presented the following Planning Commission recommend-
ation:
"Commissioner Fischer moved the Planning Commission recommend the City Council approve
the special exception permit for the operation of a used car lot at the northwest
corner of Beam Avenue and Highway 61, subject to:
1. The requirements of Section 805 of City Code, pertaining to issuance and renewal
- 44 - 8/9
of licenses for the operation of used car lots. License issuance and renewal
shall be subject to any conditions to be imposed under the Community Design
Review Board Ordinance. If a license has not been obtained within six months,
special exception permit approval shall- be null and void unless extended by
the City Council.
2. Special exception permit approval is subject to renewal one year following license
approval.
3. No development occur on the 100 by 100 foot area in the northwest corner of
the site without prior approval of the City Council.
4. Dedication of a ten —foot wide storm sewer easement along the western boundary
of the property.
5. Payment of a deferred water assessment of $782.95 plus interest for Project
#75 -16.
6. Before an occupancy permit will be issued, an off — street twelve —foot wide trail
easement shall be dedicated if State Highway right —of —way cannot be used, and
an eight —foot wide asphalt trail shall be constructed, subject to the approval
of the Director of Community Services, along the easterly frontage of this
property.
Commissioner Ellefson seconded.
Voting on the motion: Ayes — Commissioners Barrett, Ellefson, Fischer, Howard,
Kishel, Prew, Sletten, Whitcomb"
C. Mr. Tim Geck, attorney representing Fred and Frank Macalus, spoke on behalf
of the proposal.
d. Councilmember Bastian moved to approve the special exception permit for the
operation of a used car lot at the northwest corner of Beam Avenue and Highway E
as .requested by Fred and Frank Macalus subject to the following conditions:
1. The requirements of Section 805 of City Code, pertaining.to issuance and renewal
of licenses for the operation of used car lots. License insurance and renewal
shall be subject to any conditions to be imposed under the Community Design
Review Board Ordinance. If a license has not been obtained within six months,
special exception permit approval shall be null and void unless extended by
the City Council.
2. Special exception permit approval is subject to renewal one year following license
approval.
3. Dedication of a ten —foot wide storm sewer easement along the western boundary
of the property.
4. Payment of a deferred water assessment of $782.95 plus interest for Project
#75 -16.
5. The 100 foot x 100 foot area in the northwest corner shall not be developed.
6. The Community Design Review Board is to use the Sparkle Auto conditions as a
guide line for use with this application.
— 45 — 8/9
7. Owner and occupant shall agree to above conditions in writing.
Seconded by Mayor Greavu. Ayes — Mayor Greavu, Councilmembers Bastian
and Maida.
Nays — Councilmembers Anderson and Juker.
F. PUBLIC HEARINGS (continued)
3. Code Amendment — Home Occupation 7:30 P.M.
a. Mayor Greavu convened the meeting for a public hearing on amendment to the zoning
code to define a home Occupation, establish home occupation operational requirements
and provide for annual renewal by license. The Clerk stated the hearing notice
was in order and noted the dates of publication.
b. Manager Evans presented the staff report.
C. Commissioner Bill Howard presented the following Planning Commission recommendation:
"Commissioner Kishel moved the Planning Commission recommend that the City Council
adopt the zoning code amendment which
1. Defines home occupation
2. Establishes home occupation operational requirements
3. Retains the special exception as the vehicle for approval
Also, adopt the code amendment which authorizes staff to annually renew home occupat-
ions by license.. Authorize staff to reinstate a $30.00 fee for home occupation
applications.
Commissioner Fischer seconded
d. Mayor Greavu called for proponents
Ayes — Commissioners Axdahl, Barrett, Fischer,
Hejny, Howard, Kishel, Pellish, Prew,
Whitcomb."
None were heard.
e. Mayor Greavu called for opponents. None were heard.
f. Mayor Greavu closed the public hearing.
g. CouncilmemberJuker moved first reading of a zoning code amendment as revised`
which:
1. Defines home occupation
2. Establishes home occupation operational requirements
3. Retains the special exception as the vehicle for approval.
ed a code amendment which authorizes staff to annually (in January) renew home
ations by license, including all previously approved requests and moved to
rize staff to reinstate a $30.00 fee for home occupation applications.
Seconded by Councilmember Bastian. Ayes — all.
— 46 — 8/9
4. Kennel License — 366 Lark Avenue 7:45 P.M.
a. Mayor Greavu convened the meeting for a public hearing regarding the request
of Richard Lang, 366 Lark Avenue, _for ,a kennel license - to_house three (3) dogs (1
police department German Shephard, 2 house pets). The Clerk stated the hearing
notice was in order and noted the dates of publication.
b. Manager Evans stated Mr. Lang is one of the City's Police Department Canine
Officers. He currently has the police dog at his home plus a family pet. He proposes
to obtain a pup to train to become a future pot -ice dog. Since that would be a third
dog on the premises, he was advised to obtain a kennel license. Investigation by
the animal control officer indicates no reason that a license can not be granted.
It is recommended that the license be granted and the fee for this license be waived..
C. Mr. Richard Lang, 366 Lark Avenue, the applicant, spoke on behalf of the proposal.
d. Mayor Greavu called for proponents. None were heard.
e. Mayor Greavu called for opponents. None were heard.
I. Mayor Greavu closed the public hearing.
g. Councilmember Anderson moved to approve the request of Mr. Richard Lang, 366
Lark Avenue for a small kennel license to house three (3) dogs (one police depar
dog) and to waive the fee.
Seconded by Councilmember Bastian. Ayes — all.
5. Variance: 2588 Stillwater Road 8:00 P.M.
a. Mayor Greavu convened the meeting for a public hearing regarding the request
of Dennis Joseph, 2588 Stillwater Road, for a variance to locate a pool in a front
yard setback area. The Clerk stated the hearing notice was found to be in order
and noted the dates of publication.
b. Manager Evans presented the staff report.
C. Commissioner Bill Howard presented the following Planning Commission recommendation:
"Commissioner Kishel moved that the Planning Commission recommend to the City Council
the approval of the swimming pool setback variance for Dennis Josephs of 2588 Still-
water Road, on the basis that:
1. The proposed pool would not hinder drivers' visibility at the intersection.
2. Strict enforcement of the Code would cause undue hardship because there is no
other feasible location for the pool due to trees or a high water table.
3. The intent of the Code would be satisfied since there would not be any neighbor -
ing homes with a clear view of the pool.
Commissioner Sletten seconded. Ayes — Commissioners Barrett, Ellefson,
Fischer, Howard, Kishel, Prew, Sletten,
Whitcomb."
d. Councilmember Anderson moved to table this item until the next Council meeting
as the applicant is not in attendance at the meeting.
— 47 — 8/9
Seconded by Councilmember Juker. Ayes — all.
e. Mrs. Vern Samuelson, owns property to the east of the Joseph's, asked questions
about the proposal.
J. NEW BUSINESS (continued)
1. Code Amendment — House Moving
a. Manager Evans presented the staff report.
b. Mr. Floyd Nelson, 3017 No. Chippewa Court, stated he and his neighbors support
the proposed regulations.
C. Mr. Herman Johnson stated he hopes the moratorium on house moving is lifted
as he wishes to move a house onto property on Southlawn Drive.
d. Councilmember Bastian moved first reading of an ordinance regulating the moving
of houses and ag rages in the City of Maplewood as amended.
Seconded by Councilmember Anderson. Ayes — all.
3. H.R.A. - Housing Program
a. Manager Evans presented the staff report with the following recommendations:
1. Request that the developers of sites three, four, six and seven submit prelim-
. inary site plans and project narratives prior to August 27.
2. Authorize staff to secure letter of understanding, with the firm of Holmes
and Graven, effective September 14, to serve as bond cousel for the -HRA's housing
proposal, subject to Council ratification on September 13.
3. Authorize staff to secure a letter of understanding, effective September 14,
for: a) the firm of Juran and Moody, to serve as bond underwriter and financial
adviser for the HRA's housing proposal, and b) the firm of Miller and Schroeder
to serve as bond underwriter and Juran and Moody as financial adviser, subject
to Juran and Moody's fee being paid by the chosen developer.
Council would ratify one of these agreements on September 13.
4. Authorize a budget change of up to $4,000 to prepare the application for tax —
exempt bonding authority, subject to repayment if the application is approved.
This expenditure shall be funded by the $4,000 to be reimbursed for the feasibil-
ity study.
b. Mr. Stanley Kehl, attorney, and Andrew Merry, Juran and Moody, explained the
specifics of the proposal.
c. Councilmember Bastian moved to approve recommendation No. 1 to approve sites
three, four and six.
Seconded by Councilmember Anderson. Ayes — all.
— 48 — 8/9
d. Councilmember - Bastianmoved to approve recommendation No. 2 to authorize staff
to secure a letter of understanding, with the firm of Holmes and Graven, effective
September 14, to serve as bond counsel for the HRA's housing proposal, subject to
Council ratification on September 13.. s
Seconded by Councilmember Anderson. Ayes - all.
e. Councilmember Bastian moved to approve recommendation No. 3 and 4 and authorize
staff to secure a letter of understanding, effective September 14, for a) the firm
of Juran and Moody, to serve as bond underwriter and financial adviser for the HRA's
housing proposal, and b) the firm of Miller and Schroeder to serve as bond underwrit
and Juran and Moody as financial adviser, subject to Juran and Moody's fee being -
paid by the chosen developer. Authorize a budget change of up to $4,000 to prepare
the application for tax - exempt bonding authority, subject to repayment if the appli-
s expenditure
itv studv.
000 to
Seconded by Councilmember Anderson. Ayes - all.
4. Adoption of Codification
a. Manager Evans presented the staff report.
b. Councilmember Bastian moved first reading of an ordinance to adopt the codification.
Seconded by Councilmember Maida. Ayes - all.
C. Councilmember Bastian moved to waive the Rules of Procedures and hear second
reading of the ordinance to adopt the codification.
Seconded by Councilmember Juker. Ayes - all.
d. Councilmember Bastian introduced the following ordinance and moved its adoption:
ORDINANCE NO. 519
AN ORDINANCE ADOPTING AND ENACTING A NEW CODE FOR THE CITY OF
MAPLEWOOD, MINNESOTA; ESTABLISHING THE SAME; PROVIDING FOR THE REPEAL
OF CERTAIN ORDINANCES NOT INCLUDED THEREIN;
PROVIDING FOR THE MANNER OF AMENDING AND SUPPLEMENTING SUCH CODE;
AND PROVIDING WHEN SUCH CODE AND THIS ORDINANCE SHALL BECOME EFFECTIVE
THE COUNCIL OF THE CITY OF MAPLEWOOD, -DOES HEREBY ORDAIN AS FOLLOWS:
Section 1.. That the Code of Ordinances, consisting of Chapters 1 to 36, each
inclusive, is hereby adopted and enacted as "The Code of Ordinances, City of Maple-
wood, Minnesota," which Code shall supersede all general and permanent ordinances
of the City adopted on or before February 5, 1981, to the extent provided in section
2 hereof..
Section 2. That all provisions of such Code shall be in full force and effect
from and after August 9, 1982, and all ordinances of a general and permanent nature
of the City of Maplewood, adopted on final passage on or before February 5, 1981;
and not included in such Code or recognized and continued in force by reference
therein, are hereby repealed from and after the effective date of such Code.
- 49 - 8/9
Section 3. That the repeal provided for in section 2 hereof shall not be construed
to revive any ordinance or part thereof that has been repealed by a subsequent ord-
inance which is repealed by this ordinance.
Section 4. That any person convicted of violation of such Code shall be pun-
ished by as prescribed in section 1 -18 thereof, or as provided in any other applicable
section of such Code.
Section 5. That any and all additions and amendments to such Code, when passed
in such form as to indicate the intention of the Council to make the same a part
of such Code, shall be deemed to be incorporated in such Code, so that reference
to such Code shall be understood and intended to include such additions and amendments.
Section 6. That in case of the amendment of any section of such Code for which
a penalty is not provided, the general penalty, as provided in section 4 of this
ordinance and in section 1 -18 of such Code shall apply to the section as amended,
or in case such amendment contains provisions for which a penalty, other than the
aforementioned general penalty, is provided in another section in the same chapter,
the penalty so provided in such other section shall be held to relate to the section
so amended, unlesssuch'penalty is specifically repealed therein.
Section 7. Any ordinance adopted after February. 5, 1981, which amends or refers
to ordinances which have been codified in such Code, shall be construed as if they
amend or refer to like provisions of such Code.
Section 8. All ordinances or parts of ordinances in conflict herewith are,
to the extent of such conflict, hereby repealed.
Section 9. This ordinance and the Code adopted hereby, shall become effective
after passage and publication.
Seconded by Councilmember Anderson. Ayes - all.
5. On Sale Intoxicating Liquor License
a. Manager Evans presented the staff report.
b. Councilmember Joker moved to place on the ballot of the nextjeneral election
the following question:
"Shall the City Council be allowed to issue On Sale Licenses for the sale of intoxi-
cating liquor at retail in excess of the number now permitted by law ?"
Seconded by Councilmember Anderson. Ayes - all.
Councilmember Juker withdrew her motion.
Councilmember Anderson withdrew his second.
C. Mayor Greavu moved to place the following question on the ballot for the general
election to be held November 2. 1982:
"Shall the City Council of Maplewood, Minnesota be allowed to issue seven (7) On-
Sale Licenses for the sale of intoxicating liquor at retail in addition to the number
now permitted by Law ?"
Seconded by Councilmember Anderson. Ayes — Mayor Greavu, Councilmembers Anderson,
Bastian and Maida.
- 50 - 8/9
Nays — Councilmember Juker.
6. Council Procedures
a. Manager Evans stated that at the meeting of July 26, Council indicated they wished to revise
the agenda to have Visitor Presentation later on the agenda.
b. Councilmember Bastian moved to place Visitor Presentation after New Business.
Seconded by Mayor Greavu. Ayes — all.
7. Maplewood Disaster Plan
a. Manager Evans presented the staff report.
b. Councilmember Anderson moved to accept the Emergency Action Plan as prepared by the
Director of Emergency Preparedness.
Seconded by Councilmember Anderson. Ayes — all.
K. COUNCIL PRESENTATIONS
1. Plan Review Authority
a. Councilmember Juker questioned if the Council should not be more involved in the building
and site plan reviews.
b. No action taken. Councilmember Juker will compile a recommendation of what building and
site plans the Council should become involved.
2. East Community Family Services
a. Councilmember Juker stated the East Community Family Services had received less money
from the City this year and was low on funds. It was suggested a letter be sent to Maplewood
churches asking for donations to the organization.
3. Shirts/Bumper Stickers
a. Councilmember Juker suggested T- shirts with the Maplewood Maple Leaf and Bumper
Stickers be sold year around to help advertise the City.
b. Councilmember Bastian
Seconded by Mayor Greavu. Ayes — Mayor Greavu and Coumncilmember
Bastian
Nays - Councilmembers Anderson, Juker and
Maida.
c. Staff stated an article should be placed in the Maplewood in Motion to see if there is an
interest in a committee to look into the possibility of the City selling such items year around.
4. Park Dance /Dinner
a. Councilmember Juker reported on the arrangements for the park dance to be held on
Saturday, August 14, 1982 and questioned what progress was being made with the
_51- 8/9
Past Mayor and Councilmen Dinner on Sunday, August 15, 1982.
b. It was stated the plans for the dinner on Sunday are completed.
5. Plaza - 3000
a. Councilmember Bastian stated that the conditions of the PUD for the Maplewood
Plaza have not been met as yet. Is there anything that can be done?
b. Staff will investigate.
6. Meeting Moratorium
a. Councilmember Bastian reported on the League of Minnesota Cities meeting that
is scheduled for August 10, 1982. If there is anything the Council wishes to have
discussed let him know. He reported on the AMM meeting held on August 5, 1982.
b. Councilmember Bastian stated the North Suburban Chamber of Commerce Annual Picnic
will be held August 19, 1982 and there will be a meeting regarding the proposed
race that will be held August 16, 1982.
L. COUNCIL PRESENTATIONS
1. Park and Recreation Department - Resignation
a. Manager Evans stated the City had received a letter from Marvin Mahre indicating
he was resigning from the Park and Recreation Commission.
b. Councilmember Anderson moved to accept the
regrets and forward a letter of thanks.
Seconded by Mayor Greavu. Ayes - all.
2. Police Department
ation of Marvin M
a. Manager Evans stated Lt. Dennis Cusick will be leaving September 1, 1982 and
requests permission to ask the Civil Service Commission to provide a list for the
lieutenants'position.
b. Councilmember Anderson moved to authorize the Manager to proceed with the hiring
of a replacement for Lt. Cusick.
Seconded by Councilmember Anderson.
C. Councilmember Bastian moved to
gency Fund to proceed with the hir
Seconded by Councilmember Anderson
A,,LOURNMENT
_ 10:45 P.M.
Ayes - all.
rove a Ducget transfer of $5,000 from
of a lieutenant and a Director of Pub
Ayes - Councilmembers Anderson, Bastian,
Juker and Maida
Nays - Mayor Greavu.
�Ec i t
Cty Clerk
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8/9