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HomeMy WebLinkAbout74-019 . ---. -. . Resolution No. 1#--/'1 RESOLUTION RECITING A PROPOSAL FOR A COMMERCIAL 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 ECONOMIC 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 (hereinafter called "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 economically sound industry and com- merce. (b) Factors necessitating the active pro- motion 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 populat~on. . . ~ (c) The City Council has received from I. C. Systems, Inc., a Minnesota corporation (herein- after referred to as company) a proposal which proposal is outlined in an underwriting proposal, a copy of which is attached hereto as Exhibit A) that the City undertake the Project hereinafter described; (d) The City of Arden Hills desires to facilitate the selective development of the community to retain and improve its tax base and to help it provide the range of services and employment opportunities re- quired by its population and said Project will assist the City in achieving that objective. Said Project will help to increase assessed valuation of the City and help maintain a positive relationship between assessed valua- tion and debt and enhance the image and reputation of the City. (e) The Company is currently engaged in the business of acting as a collection agency and is presently located outside the City. The Project to be financed by the proposed Commercial Development Revenue Bonds is a new facility to house primarily the offices of the Company and consists of the acquisition of land and the construction and installation thereon of a building, improvements, and equipment and will result in the Company employing approximately ~~ persons located in the new facility. (f) It is contemplated that the Company will rent some of the available space in the building to one or more revenue producing enterprises. The Company will sublease the Project from a general partnership which will be formed for the purpose of leasing the Project from the City and performing certain managerial functions in connection with the Project. The partnership consists of John-Rickson Properties, Inc., a Minnesota corporation en- gaged in the business of land development and certain other persons, acting indiVidually or on behalf of others as trustee. The sublease will be for the term of the Bonds and will provide for the payment of rentals in an amount sufficient to pay the Bonds and interest thereon. (g) The City has been advised by represen- tatives of the Company that conventional, commercial financ- ing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that -2- . . > the economic feasibility of operating the Project would be significantly reduced~ but the Company has also advised this Council that with the aid of municipal financing~ and its resulting low borrowing cost~ the Project is economi- cally more feasible. NOW~ THEREFORE, BE IT RESOLVED by the City Coun- cil of the City of Arden Hills~ Minnesota~ as follows: 1. The Council hereby gives preliminary approval to the proposal of Company that the City undertake the Proj- ect pursuant to the Minnesota Municipal Industrial Develop- ment Act (Chapter 474~ Minnesota Statutes) consisting of the acquisition, construction~ improvement~ and equipping of a facility within the City pursuant to Company's specifica- tions suitable for the operations described above to be leased by the City to said general partnership and subleased to the Company~ upon such terms and conditions with provis- ions 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 proposed Commercial Development Revenue Bonds of the City in a total principal amount of approximately $1~200,OOO to be issued pursuant to the Act to finance the acquisition~ construction, improvement, and equipping of said Project and said proposal may also pro- vide for the entire interest of the City therein to be pledged and mortgaged to the holders of the bonds of the City or a trustee therefor; 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 said Project constitutes properties, real and personal~ used or useful in connection with two or more revenue pro- ducing enterprises engaged in any business within the mean- ing of Subdivision la of Section 474.02 of the Act to become effective on August l~ 1974~ that the availability of the financing under the Act and willingness of the City to furnish such financing will be a substantial inducement to the Company to complete the Project~ and that the ef- fect of the Project, if completed~ will be to encourage on a selective basis the development of economically sound industry and commerce and will help the City to retain and improve its tax base and provide the range of services and employment opportunities required by its population, and will help to 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. -3- . 3. Said Project is hereby given preliminary approval by the City subject to the approval of the Proj- ect by the Commissioner of Economic Development and sub- ject to final, approval by this Council, Juran & Moody, Inc., as underwriters, and the Company of any bonds to be issued and as to the ultimate details of the project. 4. In accordance with Subdivision 7 of Sec- tion 474.01, Minnesota Statutes, the Mayor of the City is hereby authorized and directed to submit the proposal for the above described Project to the Commissioner of Economic Development 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. Juran & Moody, Inc., as underwriters, the City Attorney and Bond Counsel for said Project, are also authorized to initiate the Project in order that when and if approved, the bonds may be delivered as soon as practicable after Laws of Minnesota, 1974, Chapter 288, becomes effective on August 1, 1974. 5. Company has agreed that any and all costs incurred by the City in connection with the Project whether or not the Project is carried to completion and whether or not approved by the Commissioner will be paid by the Company. Adopted by the Ci~;.unCil of~l=ty of Arden Hills, Minnesota this day of , 1974. Attesta~ffI/~ Ci Y Clerk . -4- . . 4.l;,;;.~ - . - e. ,,"~ ./."~, ,") ":;...- ~ .u,- I ~_:__" ._4It e v Enclosure N~: 2 _:l -> JOINT AND COOPERATIVE AGREEMENT I. PARTIES The partie~ to this agreement are goverrunental units of the State of Minnesota. This agreement is made pursuant to Minnesota Statutes, Section 471.59, as amended. II. GENERAL PURPOSE The general purpose of this agreement is to establish an organization to'monitor the operation and activites of public utilities in the metropolitan area; to conduct research and investigation of the 'activities of such utilities; and to conduct such other activities authorized herein as may be necessary to . . insure equitable and ,reasonai;JJ..e public utility tiltesand s.ervice levels for the citizens Of the members of the organization. .. II 1. . NAME The name of the organization is the SUBURBAN RATE AUTHORITY. The name may be changed in accordance with Article XII. ~ IV. DEFINITIONS Section 1. For purposes of this agreement, the terms defined in this article have the meaning given them. Sect,ion 2. "Authority" means-'the joint and cooperative organization created by this agreement. Section 3. "Board" or "Board of Directors" means the Board of Directors of the Authority established by Article VI. ,Secti~n 4. '''Counci 1" means the governing body 0 f a .". . governmental unit. " ~ ~. .. ~ S~ct:icn 5" llGoverrunente.l Unit" means a cii.:y cr t,o!t:n .in the metropolitan area. I Section 6. '~t1etropolitan Area" means the m8tropolitan area dk.fined and described by Minnesota Statutes, Chapter . 473B.02, as amended. Section 7. "Member" means a governmental uni t ~lhich has entered into and become a party to this agreement. S'ection 8. "Public Utility" or "Utili ty" means an investor owned utility supplying gas or electricity under franchise within one or more governmental units, the term'may include other utilities as provided in Article XII. The term does not include municipally O\~ned utilities. Sect.ion 9. '. \ '. " . "Statutory Cities" means cities Ol::ganized:'under ".. ." , Minnesota S,tatute, Chapter 412. .' V. MEMBEHSHIP Section. L Any ,governm,en;l:al uni~ in the metropo+.itan area, is eligible to be a m€imber Gf' the Author'ity. '. Section 2, .A.governmental unit desiring to become a me~er . . . shall execute a copy of this,agre~ment and conform to the member~' . 'ship provisions of Article VII. Sect,i.on 3. The initial members shall be those members who become members on or before Januaty 1, 1975. Section 4. Governmental units wishing to become members after January 1, 1975, may be admitted only upon the favorable' .' vote of 'two'-thirds" of the votes of the members of the Board of Directors. 'The Board may, in its by-laws, impose conditions upon the admissio,n of,. addi t;ional members. "I , -2- "r' / rrj "i: i--' r" -. . . e . . Section 5. A change in the goverlUuental boundaries, struc- ture, classification or organizatiori of a goverlUuental unit affects the elig ibili ty of a unit to become a member of the i J Authority. ! I :! VI.. GOVERNING BODY: BOARD OF DIRECTORS Section 1. The governing body of the Authority is its Board of Directors. Each member is entitled to one director on the Board. Each director is entitled .to one vote for each. 5,000 of population or fraction thereof of the governmental unit represented by the director; provided, however, th~t. each. director shali .have at least one vote and no director'shall have . more than 20 vote's. For purposes ..of this sect:io.n, ~opulation of a . . . governmental unit shall be that population determined pursuant to the provisions of Minnesota..St....tllte 2:]?.~.. --prioJ:" to December 31 of each year, the secre.tary-Treasurer of :the' Author.ity shall determine the population of each member 'in accordan.ce with. . .J- .' this s.ection and 'cert~fy the.resultsto the chairman. Section '2. A director shall be appointed by.re~olut~on of the councii of ~he members for a .term of one cal~ndar year. A director shall serve until his succepsor is appointed and . . qualifies, Directors shall serve without compensation from the Authority, but nothing in th~s section shall be construed to prevent a governmental unit from compensating its director .for . ( se'rvice on the Board if such compensation is otherwise authorIzed by law. .' Section' 3.. The Board, in its bywlaws, may provide for the . .. appointment of. alternate directors and prescribe the extent of their powers and duties. - . -3- ./ ._W"'.~. . . Section 4. Vacancies in the office of director will exist for any of the reasons set forth in Minnesota Statutes Secti~n 351.02, or upon a revocation of a director's appointment by a . member duly filed with the Authority. Vacancies shall be filled by appointment for the unexpired portion of the term of director by the council of the melnber whose position on the Board is vacant. Section 5. A majority of the votes of the Board of Directors constitutes a quor~, but a smaller number may adjourn .. from time to time. VII. MEETINGS - ELECTION OF OFFICERS Section 1. A governmental unit may enter into this agreement by resolution of its council anq the duly authorized . 'exEicu'tion 'of 'a . copy' ~f~this b~{" its proper o:fHc~r'~. Thereupon~ the clerk oroth~r appropriate officer. of the gQvernment~l unit . . . . ,shal,l,file the. executed 'copy of:.the' agreement, and a certHied . . . . . . , , . . . CO?y of the authorizing're~olution ~it~ the city mapager of the " City of C91Umbia He~ghts, Minne~ota. The'~eso1utio~ authorizing the execution of the'agreeme~tshali'also'desig~ate,the first director for the governmental uni,t .on the Board.' ' . Section 2. .. This, 'agreement is 'eff,ecti ve on. the date when executiv~ agreements and authorizing resolutions of seven governmen~al units presently members of the existing Suburban R~te Authority have been filed as provided in Section 1 of this Article. \.- ,. , . . Section 3. Within thirty days atter the effective date of this agreement; the mayor of the member having the largest population shall call the first meeting of the Board of Directors , " -4- " ,.,...,"'... which shall be held no later than 15 days after such call. Section 4. The first meeting of the Board shall be the ... organizational meeting of the Authority. At the organizational meeting, and at each annual meeting thereafter, the Board shall select from among the directors a chairman, a vice-chairman, and a secretary-treasurer. Section 5. At the organizational meeting, or as soon there- after as it may reasonably be done, the Board shall adopt by-laws governing ,its procedures, including the time, place, notice for and frequency of its regular meetings, procedure for calling special meetin~s, and such other matters as are required by this agreement. The ,Board may amend the by-la~s from time to ~ ~. . vtine. The Board shall meet at least once each year and on such , ,other "lates as may be provided in i ts by~ laws. VIII. POWERS AND 'DUTIES' OF THE BOARl;) OF'DIRECTORS , . Section 1. The powers and duties of the Board of Directors of the Authority are set forth in this. article. Section 2. The Board may make such contracts and enter into such agreemehts as it deems necessary to ,make. effective, .. any power ,granted to the Authority by this agreement. It,may, contract with any of its members or others to provide space, services or materials on behalf of the Authority'. Section 3. It may provide for the prosecution, defense, or other participation in actions or proceedings at law in which it may have an interest, and may employ counsel for that purpose. -J It may employ such other persons as it deems necessary to accomplish its powers and duties. Such employees may be on a full-time or " , -5- I ...,.,.p; part-time, or consulting basis as the Board determines, and the Board may make any required employer contributions which local 90vernment units are authorized or required to make by law. ... Section 4. It may conduct such research and investigation and take such action as it deems necessary, including partici- pat ion and appearance in proceedings of state and federal regul~tory, legisla~ive or administrative bodies, on any matter related to or affecting utility costs, levels of service, rates or:Eranchises, and advise members concerning such matters with a view toward obtaining compliance.with franchises granted to utilities and'~nsuring reasonable rates ,and service levels 'for the members and their residents. The Board may conduct the . activities authorized by this section on behalf of any govern- mental -unit lo_cated.outsidethe ,metxopolitari area .D"t the 'request of such a unit, embodied in a resolution of its governing body; provided however, that the conduct of such activities on behalf ,. of 'any such governmental unit shall be specifically authorized by the ,Board and shall be subject to such reasonable conditions as to,cost of service ahd other matters as may be imposed by the' Board. Section 5. The Board may obtain from any utility and from any other source such information relating to utility rates, costs and service levels as any of its members is entitled to obtain from such utilities. . Section 6. It may receive and hold moneys from any utility -.J to the extent .and in the manner as may be provided by this I . .-6- .' . a~reement or any franchise ~ranted to a utility by a member; and it may accept voluntary contributions from its members or other sources as provided in Article X. The Authority shall have no i taxing power. It may accumulate reserve funds and may invest and I re-invest its funds not needed for current expenses in the manner and subject to the limitations applicable by law to statutory cities. The Board may not incur obli~ations in excess of funds then available to Authority. Section 7. The Board shall make a financial accounting and.report to the members at least once each year. The books and records of the Authority shall be open and available for inspection by members at all reasonable.times. ; .,Section 8. TheBoa~d may accept gifts, apply for and use grants of money or other property from members or other govern- mental units or organizations, and may enter into a~reements required in connection therewith, and may hold, use, and dispose' of such moneys or.property'in accordance with the terms of the grant, gift or agreement relating thereto. Section 9. The Board shall establish the annual budget for- the Authority as provided in Article X. Section 10. The Board may, in its by-laws, establish an executive ,committee and may ~e1e~ate dutie.s and authority to such a committee between Board meetings. '. Section 11. The Board may purchase public liability insurance <- and such other security bonds and insurance as it may deem necessary. r , -7- c ';::":--:"' Section 12. The Board may exercise any other power necessary and convenient to the implementation of the powers and duties given to it by this agreement. . 'IX. OFFICERS Section 1. The officers of the Board shall consist of a chai,rman, a vice-chairman, anqa secretary-treasurer who shall be elected by the Board, for a term, of one year and until their successors are elected and qualify, at the annual meeting. New officers shall take office at the adjournment of the annual meet~ ing at which tlieywere elected. An officer must be a duly qualified and'appointed director. " Section 2. A vacancy in the office of chairman, vice- chairman, or secretary-treasurer shall occur for any of the reasons for which a vacancy in the office of director shall occur. Vacancies in these offices shall be filled by the Board for the unexpired portion of the term. Section 3. The chairman shall preside at all meetings of the Board. The vice-chairman shall act as chairman in the absence, disqualification or disability of the chairman. Section 4. The secretary-treasurer is responsible for keep- ing a reqord o~ all the proceedings of the Board, for custody of all funds; for keeping of all financial :records of the Authority and for such other duties as may be assigned to him by the Board.. his super- Persons way be employed to perform such services under '- . , vision and, direction as may be authorized by the Board. The secretary-treasurer shall post a fidelity bond or other insurance , " -8- ! 1- ,. , , against loss of Authority funds in the account specified by the Board. The cost of such bond or insurance shall be paid by the X. FINANCIAL MNl'TERS Section 1. The fiscal year of the Authority is the calendar year. . Section 2. Authority funds may be expended in accordance with the proc~pures established by law for statutory cities. Orders, checks a~d drafts shall be signed by the chairman and countersigned' by the secretary-treasurer or such other person as may be designated by the Board in its by-laws. Other legal instruments shall'be executed on behalf of the Authority by 'the chairman and the secretary-treaslolrer. Contracts shall be let and purchases made in accordance with the procedures established by law .,for statutory cities. Section 3. The activities of the Authority shall be . . financed by funds available to it under Article XII, from voluntary contributions from its members or from other sources, and by contributions from members of the Authority if it is determin~dby the Board by a two-thirds vote of all votes of then exis~ing members, that such contributions are necessary. Such determination shall be made by the~Board not later than August 1 of each year in order to obligate members to make contributions during the ensuing calendar year. The total annual contribution by members for the ensuing year shall be established '- , -9- 0, I ,. by the Board on the basis to anticipated expenditures and only if the anticipated expenditures are in excess of the anticipated ./J.,) rl ~L~': t:/l.:..... funds otherwise?to the Autho~ity. The contribution in any year 4It by a member shall be in direct proportion to the number of votes to whj"ch the director representing the member on the Board is entitled. Such contributions shall be made by the ,member to the A~thority as follows: One-half on or before February 1 of each year and one-half on or before August 1 of each year. . ' Section 4. An anntial budget shall be adopted by the Board at the organizational meeting and at the annual meeting each year. copies'.of the budget shall be mailed promptly to the chief administrative office of each member. The budget is deemed approved by the members except one who, at any time prior to the annual meeting' gives notice in wrLting,to the secretary- treasurer that it is withdrawing from the Authority. XI. DURATION AND DISSOLUTION Section 1. The Authority shall exist,- and this agreement is in effect; for an indefinite term until dissolved in accordance with Section 3 of this article. Section 2. A member may withdraw from the Authority by filing a written notice with the secretary-treasurer by June 15 9f any year giving notice of withdrawal at the end of that calendar year; and membership shall continue until the effective ~ date of the withdrawal. A notice of withdrawal may be rescinded at any time by a member. If a member withdraws before dissolu- tion of the Authority, the member shall have no claim on the assets of the Authority. -10- : , Section 3. The Authority shall be dissolved whenever the withdrawal of a member reduces total membership in the Authority . to less than the nmnber of members required for organization of the Authority under Article VII, Section 2. The Authority may be dis~olved at any time by unanimous vote of all the members of the Board of Directors. Section 4. In the event of dissolution, the Board shall determine the measures necessary to affect, the dissolution and shall provide for the taking of such measures as promptly as circumstances permit, subject to the provisions of this 'agreement. Upon dissolution of the 1'.uthority all remaining assets of the Authority, after payment of obligations, shall be distributed among the then existing members in proportion to the number of their,votes on the Board and in accordance'with procedures established by the Board. The Authority shall . continue to exist after dissolution for such period, no longer than six months, as is necessary to wind up its affairs but. for .no other purpose. ( XII. TRANSITIONAL AND MISCELLN~EOUS 11ATTERS Section 1. The activities of the Authority shall be con- fined to.gas and electric utilities, provided however, that the Authority'may extend and broaden its activities to any other . public utility as defined in this agreement by a 75% majority vote of all the votes of the Board of Directors, taken at a regular' meeting of. the Board. In the event the activities of the Authority are so extended and broadened, the Authority and ''\-1 , -11- " / its Board of Directors shall have all of the powers and duties with reference to any other public utility that it has with reference to gas and electric utilities under this agreement. Section'2. The name of the organization created by this agreement may be changed when deemed appropriate by the Board, but only upon a 75% majority vote of all the votes of the Board of Directors taken at a regular meeting of the Board. If the name.of the organization is so changed, the Board shall provide in its by-laws for neces'sarymeasures to effect the change in official and unofficial documents, papers, and other essential respects. Section 3. It is the intention of the parties to this agreement that the organization created thereby is the successor to the Suburban Rate Authority now in existence. It is further the intention of the parties that any funds made available to the organization created by the agreement from assets of the present Suburban Rate Authority shall be used exclusively for the purposes of this agreement. IN WITNESS WHEREOF, the undersigned governmental unit has caused this agreement to be executed by its duly authorized officers 'and delivered on its behalf. -12..., , " . . . ,. In the presence of: "~-U&&;~h' #~/y :Cd.. .- A1~ j}tkWJ Dated: ~~3 (Governmental Unit) Ii.. rJfJr$- BYlt~~~ . ~~ By Its " , 1974. .'ued in thenff~~~ d?g~ day of ' ", 1974. , this -13~ I