HomeMy WebLinkAboutCity Council Resolution 1976-2260 0
CITY OF PLYMOUTH
Pursuant to due call and notice thereof, a re�u_lar� meeting of the City
Council of the City of Plymouth, Minnesota, was held on the 3rd day of
May , 19 76 . The following members were present:
Por Hilde, Councilmer. Hunt, Neils Seibold and Spaeth.
following members were a sent:_ _none
Councilman Spaeth introduced the following Resolution and moved
s adoption:
RESOLUTION NO. 76-226
AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER
THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT
THEREUNDER AND DESIGNATING THE CITY REPRESENTATIVE FOR THE PROJECT
BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota
(the "City"), as follows:
1.) It has been proposed that the City issue its Industrial Development
Revenue Bonds (Deltak Corporation Pro,;ect), Series 1976 (the "Bonds"), dated as
of May 1, 1976, in the principal amount of $1,500,000, and loan the proceeds of
the Bonds to Deltak Corporation, a Minnesota corporation (the "Company"), which
will use the proceeds to pay the costs of acquisition a.id construction of a
facility in the City to be used in the design, manufacture and sale of heat
transfer devices (the "Project"). The Council gave preliminary approval to the
proposal by resolution duly adopted April 26, 1976, and that approval is hereby
confirmed and ratified, and pursuant to that resolution, the following documents
relating to the Project have been submitted to the Council, and are now, or shall
be placed, on file in the office of the City Clerk:
(a) Loan Agreement (the "Agreement"), dated as of
May 1, 1976, proposed to be made and entered into between
the City and the Company;
(b) Indenture of Trust (the "Indenture"), dated as
of May 1, 1976, proposed to be made and entered into
between the City and the Trustee; and
(c) Agency Agreement, dated May 3, 1976, between
the City and Dain, Kalman & Quail, Incorporated (the
"Agent").
2.) It is hereby found, determined and declared that:
(a) the real property and improvements described
in the Agreement and Indenture referred to in paragraph
1 constitute a project authorized by the Minnesota
Municipal Industrial Development Act (the "Act");
RESOLUTION NO. 76-226 - 2 - May 3, 1976
(b) the purpose of the Project, as defined in the
Agreement and Indenture, is and the effect thereof will
be to promote the public welfare by the attraction,
encouragement, retention 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 and
retention of industry to use the available resources of
the community in order to retain the benefit of its
existing investment in educational and public service
facilities, by halting the movement of talented, educated
personnel of mature age to other areas and thus preserving
the economic and human resources needed as a base for
providing governmental services and facilities; more intensive
development of land available in the community to provide an
adequate tax base to finance the increase in the amount and
cost of governmental services; and a better distribution of
tax burdens between industrial or commercial properties and
residential properties;
(c) the Project has been approved by the Commissioner
of Economic Development of the State of Minnesota as tending
to further the purposes and policies of the Act;
(d) the financing of the Project, the issuance and
sale of the Bonds, the execution and delivery of the
Agreement and of the Indenture, and the performance of
all covenants and agreements of the City contained in the
Agreement and Indenture and of all other acts and things
required under the Constitution and laws of the State of
Minnesota to make the Agreement, Indenture and Bonds valid
and binding obligations of the City in accordance with their
terms, are authorized by the Act;
(e) it is desirable that a series of Industrial
Development Revenue Bonds in the amount of $1,500,000 be
issued by the City upon the terms set forth in the Indenture,
under the provisions of which the City's interest in the
Agreement, the Company's First Mortgage Note to be issued
pursuant thereto and the Mortgage Indenturt securing said
Note will be assigned and pledged to the Trustee as security
for and payment of the Bonds;
(f) the payments required by the Agreement (comprised
of the payment of principal of, premium, if any, and interest
on the First Mortgage Note) are fixed, and required to be
revised from time to time as necessary, so as to produce
income and revenue sufficient to provide for prompt payment
of prin--ipal of, premium, if any, and interest on all Bonds
issued under the Indenture when due, and the Agreement also
provides that the Company is required to pay all expenses of
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RESOLUTION NO. 76-226 - 3 - May 3, 1916
the operation and maintenance of the Project, including,
but without limitation, adequate insurance thereon and
all taxes and special assessments levied upon or with
respect to the Project site and payable during the term
of the Agreement;
(g) under the provisions of the Act and as provided
in the Agreement and Indenture, the Bonds are not to be
payable from nor charged upon any funds of the City other
than the revenue pledged to the payment thereof; the City
is not subject to any liability thereon, no holders of the
Bonds shall ever have the right to compel any exercise of
the taxing power of the City to pay any of the Bonds or
the interest thereon, nor to enforce payment thereof
against any property of the City; the Bonds shall not
constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the City; each Bond issued under the
Indenture shall recite that the Bond, including interest
thereon, is payable solely from the revenue pledged to the
payment thereof; and no Bond shall constitute a debt of the
City within the meaning of any constitutional or statutory
limitation; and
(h) the Bonds and certain securities of the Company
(to constitute a unit) will be placed by the Agent with
certain sophisticated investors as the purchasers thereof.
3.) The forms of Agreement, Indenture and Agency Agreement referred to
in paragraph 1 are approved. The Agreement, with such variations, insertions
ane additions as the City Attorney may hereafter deem appropriate, is directed
to h- executed in the name and on behalf of the City by the Mayor and the City
ManagLr, upon execution thereof by the officers of the Company. The Indenture,
with sich variations, insertions and additions as the City Attorney may hereafter
deem appropriate, is directed to be executed in the name and on behalf of the
City by the Mayor and the City Manager and delivered to the Trustee. The terms
and conditions of the Agency Agreement are found to be reasonable and advantageous
to the City, and the Mayor and City Manager are authorized and directed to
execute the same in the name and on behalf of the City.
4.) In anticipation of the collection of payments pursuant to the
Agreement, the City shall proceed forthwith to issue the Bonds, in the form
and upon the terms set forth in the Indenture, which terms are for this purpose
incorporated in this resolution and made a part thereof. The Mayor and City
Manager are authorized and directed to prepare and execute the Bonds as
prescribed in the Indenture and to deliver them to the Trustee, together with a
certified copy of this resolution and other documents required by the Indenture,
for authentication and delivery to the purchasers thereof.
5.) The Mayor, City Manager and City Clerk and other officers of the City
are authorized and directed to prepare and furnish certified copies of all
proceedings and records of the City relating to the Bonds and such other affidavits
and certificates as may be required to show the facts relating to the validity and
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RESOLUTION NO. 76-226 - 4 - May 3, 1976
marketability of the Bonds as such facts appear from the books and records in the
officers' custody and control or as otherwise known to them; and all such
certified copies, certificates and affidavits, including any heretofore furnished,
shall constitute representatives of the City as to the truth of all statements
contained therein.
6.) The approval hereby given to the various documents referred to above
includes an approval of such additional details therein as may be necessary and
appropriate and such modifications thereto, deletions therefrom and additions
thereto as may be necessary and appropriate and not to the prejudice of the
interest of the City, and approved by the City Attorney prior to the execution
of the documents. The execution of any instrument by the appropriate officer
or officers of the City herein authorized shall be conclusive of th? approval of
such documents in accordance with the terms hereof. In the absence of the Mayor
or City Manager, any of the documents authorized by this resolution to be
executed, may be executed by the acting Mayor or acting City Manager, respectively.
7.) The City Manager is hereby designated as City Representative, and
the Mayor as alternate City Representative, for all purposes of the Agreement
and Indenture, with full authority to do, in behalf of the City, all those things
required or authorized in Agreement and Indenture by action or upon certification
of the City Representative.
The motion for the adoption of the foregoing Resolution was duly seconded by
Councilman Hunt, and upon vote being taken thereon, the following voted in
favor thereof: Mayor Hilde, Councilmen Hunt, Neils, Seibold and Spaeth.
The following voted against or abstained: none.
Whereupon the resolution was declared duly passed and adopted.