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HomeMy WebLinkAboutCity Council Resolution 1976-692W 1W Councilman Spaeth introduced the following resolution and moved its adoption: RESOLUTION NO. 76-692 RESOLUTION RELATING TO A PROJECT UNDUR THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT, AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND APPROVING AND AUTHORIZING EXECUTION OF VARIOUS DOCUMENTS RELATED THERETO 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 (Buhler-Miag, Inc. Proj(-et) (the Bonds), in the principal amount of $4,200,000 and loan the proceeds thereof to Buhler-Miag, Inc., a Minnesota corp( -ition (the Company), which will use the proceeds to acquire lend, construct one or more buildings thereon and install equipnent, machinery and other items of personal property to be used primarily in manufacturing of food processing equipment, bulk conveying systems and dust control systems (the Project). The Council gave preliminary approval to the proposal by resolution duly adopted May 17, 1976, and that approval is hereby confirmed and ratified. 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) a Loan Agreement (the Loan Agreement), dated as of November 1, 1976, proposed to be made and entered into between the City and the Company; (b) an Indenture of Trust (the Indenture), dated as of Novamber 1, 1976, proposed to be made and entered into between the Citv and the First National Bank of Minneapolis, as trustee (the Trustee); (c) an Agency Agreement (the Agency Agreement), dated as of November , 1976, among the City, the Company and Dain, Kalman s Quail, Incorporated (the Agency); and (d) a Bond Purchase Agreement (the Bond Purchase Agreement), dated as of November 1, 1976, proposed to be made and entered into among the Company, the City and The Aetna Casualty and Surety Company (the Purchaser). 2. It is hereby found, determined and declared that: (a) the real property, improvements and per- sonal property described in the Loan Agreement and in the Indenture referred to in paragraph 1 hereof constitute a project authorized by the Minnesota Municipal Industrial Development Act (the Act); (b) the purpose of the Project, as defined in the Loan Agreement and in the Indenture, is and the effect thereof will be to promote the public welfare by the attraction, encouragement 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 un- employment; the development of industry to use the available resources of the community in ordar to re- tain the benefit of its existing investment in edu- cational and public service facilities; halting the movement of talented, educated personnel of mature age to other areas, thereby preserving the economic and human resources needed as a base for providing governmental services and facilities; more inten- sive development of land available in the community to provide an adequate tax base to finance the in- crease in the amount and cost of governmental ser- vices; and a better distribution of the tax burdens jetween industrial or commercial properties and residential properties within the City; (c) the Project is to be located within the City at a site which is easily accessible to em- ployees res -ding within the City and the surrounding community and to means of transportation of materials and products by rail and highway; -2- (d) the Project when completed will add signifi- cantly to the tax base of the City, Hennepin County and the school district in which the City is loc.-ted; (e) the fir.ancing of the Project, the issuance and sale of the Bonds, the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Agency Agreement and the performance of all covenants zni agreements of the City contained in the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Agency Agreement,'and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agree- ment, Indenture, Bond Purchase Agreement, Agency Agree- ment and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (f) it is desirable that the Bonds in the prin- cipal amount of $4,200,000 be issued by the City upon the terms set forth in the Bond Purchase Agreement and the Indenture, under the provisions of which the City's interest in the Loan Agreement and the payments there- under will be pledged to the Trustee as security for the payment of principal of and interest on the Bonds; (g) the payments required by the Loan Agreement to be made by the Cor..-aiLy 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 pr-ncipal of and interest on all Bonds issued under the Indenture when due, and the Loan Agreement also provides that the Company is re- quired to pay all expenses of the operation and main- tenance of the Project including, but without limita- tion, 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 Loan Agreement; and (i) under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Loan Agreement and in the 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 cf -3- the Bonds shall ever have the right to compel any ex- ercise 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 other than its rights under the Loan Agreement; the Bonds shall not constitute a charge, lien or encum- brance, legal or equitable, upon any property of the City other than its rights under the Loan Agree- ment; 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. 3. The officers of the City whose signatures are called for in the forms of Loan Agreement, Indenture, Agency Agreement and Bond Purchase Agreement are hereby authorized and directed, in the name and on behalf of the City, to exe- cute and deliver the Loan Agreement, Indenture, Agency Agree- ment and Bond Purchase Agreement in substantially the forms presented to and approved by the Council at this meeting. 4. In anticipation of the collection of payments under the Loan 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 herein and made a part thereof. The proposal of the Purchaser to purchase the Bonds at a price equal to their principal amount, upon the terms and conditions set forth in the Bond Purchase Agreement is hereby found and determined to be reason- able and is hereby accepted. 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 de- livery to the Purchaser. Each Bond shall be signed manually by either the Mayor or the City Manager, or both, except that both their signatures may be printed, lithographed or stamped on each Bond on which the Certificate of Authentication is signed manually by a representative of the Trustee, who is for this purpose designated an authenticating agent under Minnesota Stat- utes, Section 475.55, as amended. The Mayor or City Manager are also authorized and directed in behalf of the City to complete, sign and file with the Internal Revenue Service a statement of the election by the City to issue its Bonds in an aggregate prin- cipal amount exceeding $1,000,000, but not exceeding $5,000,000, as provided by the Internal Revenue Code, as amended. -4- MW 1W The motion for the adoption of the foregoing resolution was duly seconded by Councilman Seibold, and the following voted in favor thereof: Mayor Hilde, Councilmen Seibold and Spaeth, and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. -6- S. The Mayor, City Manager, City Clerk and other of- ficers of the City are authorized and directed to prepare and furnish to the Purchaser and the Trustee ^ertified 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 legality and 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 representations of the City as to the truth of all statements contained therein. G. The approval hereby given to the various docu- ments referred to above includes the approval of such additional details therein as may be necessary and appropriate and such modifications thereto, deletions therefrom and additions there- to 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 evidence of the approval of such documents in accordance with the terms hereof: In the event of the absence or disability of the Mayor, City Manager or the City Clerk, any of the documents authorized by this reso- lution to be executed, may be executed by the acting or deputy Mayor, City Manager or City Clerk, _regpectively. Mayor Attest: City Clerk;;. -5-