HomeMy WebLinkAboutCity Council Resolution 1976-341EXTRACT OF MI14UTES OF MEETING OF THE
CITY COUNCIL OF THE CITY OF PLYI-IOUTii
HENNEPIN COUNTY, MINNESOTA
Pursuant to due call and notice thereof, a
special meeting of the City Council of the City of Plymouth,
Eenrepin County, Minnesota, was duly held at the City hall in Plymouth,',
Minnesota, on Monday , the 28th day of June
1976, at 7:30 o'clock P.M.
The following members were present: Mayor Hilde,
Co-anc'_lmen Seibold and Spaeth
and the following were absent: Councilmen Hunt and Neils.
Councilman Spaeth introduced the
following resolution and moved its adoption:
RLSOLUTION NO. 76 - 341
RESOLUTION AUTHORIZING THE SALE AND
ISSUA14CE OF INDUSTRIAL DEVELOPMENT
REVENUE BONDS UNDER THE MINNESOTA
MUNICIPAL INDUSTRIAL DEVELOPMENT ACT
TO FINANCE A PROJECT THEREUNDER, AND
DESIGNATING TEE CITY REPRESENTATIVE
FOR TEE PROJECT.
BE IT RESOLVED by the City Council of the City of Plynogth,
?Minnesota (the "City"), as follows:
1. It has been proposed that the City issue its Industrial
De'.-,loc=ent Revenue Bonds (Whittaker Corporation Project) Series
1576 (the "Bonds") dated as of June 1, 1976, in the principal amount
o' Y 3,000 QQQ , and use the proceeds to acquire title to, and to
acr._c-_anc'. construct an industrial facility in the City to he used
nor to ::arehousing acid fabrication of steel products (the "Project")
Yr t� t' -e Project then to be leasee to the Whitta'cer Corporation.
(the "Company"). It is further proposed that the City give a
security interest in the Project and pledge the revenues and other
receipts derived from the leasing of the Project to the Continental
Illinois National Bank and Trust Company of Chicago, in Chicago,
Illinois, as Trustee for the security of the payment of the Bonds
all in accordance with a proposed form of Mortgage and Indenture of
Trust (the "Indenture").
2. The Council gave preliminary approval to the proposal by
Resolution No. 76-212 duly adopted April 19, 1976, and that approval
is hereby confirmed and ratified, and pursuant to that resolution,
the following documents and attached exhibits 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) The Lease (the "Lease"), dated as of June 1,
1976, proposed to be made and entered into between the
City and the Company;
(b) The Indenture, dated as of Jure 1, 1976, proposed
to be made and entered into between the City and the
Trustee; and
(c) Tenant's Guaranty, dated June 1, 1976, between
the City, the Trustee, and the Company, guaranteeing payment
of principal and interest on the Bonds.
3. It is hereby found, determined and declared that:
(a) the real property and improvements described in
the Lease and Indenture referred to in paragraph 2
constitute a project authorized by the Minnesota Municipal
Industrial Development Act (the "Act");
(b) the purpose of the Project, as defined in the Lease
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 corumunity in order to retain the benefit of
its existing investment in educational and public se.:vice
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
auequate tax base to finance the increase in the amount and
cost of governmental services; and a better disbribution
of tax burdens between industrial or cor„merc:ial 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 Lease and
of the Indenture, and the performance of all covenants
and agreements of the City contained in the Lease and
Indenture and of all other acts and things required under
the Constitution and laws of the State of !Minnesota to make
the Lease, 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 the Tenant be authorized, in
accordance with the provisions of Section 474.03(6) of
the Industrial Development Act and subject to the terms and
conditions set forth in Article 3 of the Lease, which terms
and conditions the City determines to be necessary, desirable
and proper, to provide for the acquisition and construction
of the Project by such means as shall be available to the
Tenant and in the manner determined by the Tenant, and with
or without advertisement fo- bids as required for the
acquisition and installation of other municipal facilities;
(f) it is desirable that a series of Industrial
Development Revenue Eonds in the amount of $ 3,000,000
be issued by the City upon the terms set forth in the
Indenture, under the provisions of which the City's interest
in the Lease and the rentals thereunder are pledged to the
Trustee as security for and payment of the Bonds;
(g) the rentals charged in the Lease for the use of
the Project required by the Lease 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 pay;nent
of principal of, prertitLm., if any, and interest on all bonds''
issued under the Indenture when due, and the Lease also
provides that the Company is required to pay all expenses of
the operation and maintenance of the Project, including,
but without limitation, adeq-_ate insurance thereon and all
taxes and special assessments levied upon or with respect tc
the Project site and payable during the tern of: the
Lease;
(h) under the provisions of the Act and as provided
in the Lease and Indenture, t^e Conds are not to be payable
from nor charged upon any fund's of the City other than the
revenue pledged to the paynent thereof; the City is not
s"bject to any liability thereon, no holders of the Bonds
stall ever have the right to compel any exercise of the
taxing poser of the City to pay any of the Bonds or the
interest thereon, nor to enforce payment thereof against any
n:operty of the City; the Bonzes 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
%,;thin the meaning of any constitutional or statutory
limitation.
<. The forms of the Lease, Indenture and Guaranty referred to
in paragraph 2 are approved. The Lease, with such variations,
ins=rt°ons and additions as the City Attorney may hereafter deem
app_cpriate, is directed to be executed in the name and on behalf
or _e City by the Mayor and the City Manager, upon execution thereof
by zhe officers of the Company. The Indenture, with such variations,
insertions and additions as the City Attorney may hereafter deem
a=c_ecriate, is directed to be executed in the name and on behalf of
t e Cityby the Mayor and the City Hanger and delivered to the
_rustee. The Tenant's Guaranty is directed to be executed in the
rare of and on behalf of the City by the Mayor and City Manger, upon
execution thereof by the Company and delivered to the Trustee.
S. In anticipation of the collection of payments pursuant to
'ease, the City shall proceed forthwith to issue the Bonds, in
the :gra and upon the teras set forth in the Indenture, which terms
are fz.r this purpose incorporated in this resolution and made a part
therso_. she Mayor and City Manager are authorized and directed to
!zremara and execute the Bonds as prescribed in the Indenture and to
deli- her them to the Trustee, together with a certified copy of this
resc_•.=ion and other documents required by the Indenture, for
put e:tication and delivery to the purchasers thereof.
,The proposal of the Continental Illinois National Bank and
Trus-_Co.apany of Chicago, Chicago, Illinois to purchase the Bonds at
a price of par and accrued interest, upon the tertas and conditions
set '_rth in the Indenture and the Bond Purchase Agreement submitted
to t:.e City is hereby found and determined to be reasonable and is
acc _ed. The Mayor and City Hanager are authorized and directed to
exec_z_ tre Bono Purchase Aareecent-
;he Mayor. City Manager and City Clerk and other officers
_:.e City are authorized and directed to prepare and furnish
Ct.-:_-;ed copies of all proceedings and records of the City relating
=c t.._ T�onc:s anc such other affidavits and certificates as way be
re._,_rsi to shot•: the facts relating to the validity and marketability
of the Bonus 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 here-
tofore furnished, shall constitute representations of the City as to
the truth of all stater..en:.s contained therein.
S. The approval hereby given to the various documents referred
to stove 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 the
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 he executed, may be executed by the
acting Mayor or acting City Manager, respectively.
9. The City ttanaget is hereby designated as City Representative,
and the Mayor as alternate City Representative, for all purposes of
the Lease and Indenture, with full authority to do, in behalf of the
City, all those things required or authorized in the Lease and
Indenture by action or upon certification of the City Representative.
10. The Continental Illinois National Bank and Trust Company of
Chicago is hereby designated Authenticating Agent for purposes of
authenticating the bonds as provided in the indenture and pursuant
to Minnesota Statutes, Section 475.55 as amended.
11. The terms of this Resolution are subject to the provisions
of the Memorandum of Agreement entered into between the City and the
Cos:pany relating to the issuance of the Bonds, dated April 19, 1975.
12. The City elects to have the provisions of the Internal
Revenue Code of 1954, Section. 103 (c) (C) (D) relating to issue of
Industrial Revenue Bonds in an aggregate amount exceeding $1,000,000
but not exceeding $5,000,000 apply to this issue of bonds, and the
City :tanager is authorized and directed to file the appropriate
statement of the City with the Internal Revenue Service.
The noon for the adoption of the foregoing resolution
was duly seconded by rte:zber Seibold and the following
votc� in favor thereof: :ayor Hil e, Councilmen Seibold and Spaeth
and =-:e following vote:: against the same: None
whereupon the resolution was decreed duly passed and adopted.