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;
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(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
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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.
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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.
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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;;.
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