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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 0 0 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 V a 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.