Loading...
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.