HomeMy WebLinkAboutCity Council Resolution 1977-718R •'� CERT14�TE OF MINUZI.S RELATING
$1,500,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS
(Summit Gear, Inc. Project)
Issuer: City of Plymouth, Minnesota
. Governing body: City Council
Kind, date, time and place of meeting: a regular meeting, held on
December 19 , 1977, at 7:30 o'clock P.M. , in the Council Chambers
of the Public Works Building, 14900 Twenty-third Avenue North, Plymouth, Minnesota
Members present: Mayor Hilde, Councilmen Hunt, Neils and Seibold,
Members absent: Councilman Spaeth,
Documents attached:
Minutes of said meeting (pages) : RESOLUTION NO. 77-718
RESOLUTION AUTHORIZING THE SALE. AND ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE
MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO
FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS
TO BE RECEIVED PURSUANT TO A MORTGAGE LOAN AGREE-
MENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S
INTEREST IN THE MORTGAGE LOAN AGREEMENT AND PAY-
MENTS THEREUNDER TO A TRUSTEE, AND DESIGNATING
THE CITY REPRESENTATIVE FOR THE PROJECT
I, the undersigned, being the duly qualified and acting
recording officer of the public corporation issuing the obligations
referred to in the title of this certificate, certify that the docu-
ments attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal
custody, from which they have been transcribed; that said documents
are a correct and complete transcript of the minutes of a meeting
of the governing body of said corporation, and correct and complete
copies of all resolutions and other actions taken and of all docu-
ments approved by the governing body at said meeting, so far as they
relate to said obligations; and that said meeing was duly held by
the governing body at the time and place and was attended throughout
by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this
19th day of December 19 197 7.
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--'d..2.GCL'
Signature
Loretta Garrity City Clerk
(SEAL) Name and -Title----
Member Ald introdus the following I
resolution and moved its adoption:
RESOLUTION NO. 77-718
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE
MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO
FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS
TO BE RECEIVED PURSUANT TO A MORTGAGE LOAN AGREE-
MENT AND A PLEDGE AND ASSIGNMENT OF THE CITY"S
INTEREST IN THE MORTGAGE LOAN AGREEMENT AND PAY-
MENTS THEREUNDER TO A TRUSTEE, AND DESIGNATING
THE CITY REPRESENTATIVE FOR THE PROJECT
WHEREAS, the Council by resolutioc�L duly passed September
12, 1977, gave preliminary approval to a proposal to undertake a
Project with Summit Gear, Inc. (the Company), a Minnesota corporation,
and approved the issuance of Industrial Development Revenue Bonds
(the Bonds) in the amount of $1,500,000 to finance a Project, pur-
suant to the Municipal Industrial Development Act, Chapter 474,
Minnesota Statutes (the Act); and
WHEREAS, the Project consists of the acquisition of
land and a building, the construction of a new building and im-
provements to the existing building and the acquisition and in-
stallation of equipment and personal property all within the City
for use by the Company in connection with its business activities; and
WHEREAS, pursuant to the resolution giving preliminary
approval to the Project the following documents relating to the
Project have been submitted to the City Council for approval and
are now on file in the office of the City Clerk;
(a) Mortgage Loan Agreement, dated as of December
1, 1977 (the Loan Agreement), proposed to be made and
entered into between the City and the Company;
(b) Indenture of Trust, dated as of December 1,
1977 (the Indenture), proposed to be made and entered
into between the City and the Northwestern National
Bank of Minneapolis, in Minneapolis, Minnesota, as
Trustee (the Trustee),
(c) Guaranty Agreement, dated as of December 1,
1977 (the Guaranty), between Norstan, Inc. (the Guarantor),
and American National Bank & Trust, St,PaW Trustee;
Minnesota
(d) Proof form of the Official Statement to be used
by the Underwriters for the offering and sale of the Bonds; and
(e) Bond Purchase Agreement, dated as of
1977 (the Bond Purchase Agreer:Ent), by and among the City,
the Company and Cronin & M.r_cotte, Inc. and Engler & Budd
Company (the Underwriters).
City of
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
Plymouth:
1. It is hereby found, determined and declared that:
(a) the Project, as defined herein and in the Loan
Agreement, constitutes a project authorized by Section
474.02, Subdivision 1 of the Act;
(b) the purpose of the Project is and the effect thereof
will be to promote the public welfare by encouraging retaining
the location, retention and development of economically sound
industry and commerce within the City so as to prevent,
so far as possible, the emergence of blighted and marginal
lands and areas of chronic unemployment; by promotirig the
use of available resources of the community thereby retain-
ing the benefit of its existing investment in educational
and public service facilities; by discouraging the movement
of talented, educated personnnel of mature age to other
areas, thus preserving the economic and human resources
needed as a base for providing governmental services and
facilities; and by encouraging more intensive development
of land available in the City to provide an adequate and
better balanced tax base to finance the increase in the
amount and cost of governmental services;
(c) the Project is to be located within the City
limits, at a site which is readily accessible to. employees
residing within the City and the surrounding community;
(d) the Project when completed will add to the tax
base of the City and overlapping taxing jurisdictions;
(e) the Project has been approved by•.the Commissioner
of Securities of the State of Minnesota, as tending to
further the purposes and policies of the Act;
(f) the financing of the Project, the issuance and
sale of the Bonds in the principal amount of $1,500,000,
the execution and delivery of the Loan Agreement, the In-
denture and the Bond Purchase Agreement, and the perform-
ance of all covenants and agreements of the City contained
in the Loan Agreement, the -Indenture and the Bond Purchase
Agreement and of all other acts and things required under
the Constitution and laws of the State of Minnesota to
make the Loan Agreement, the Indenture, the Bond Purchase
Agreement and the Bonds valid and binding obligations in
accordance with their terms, are authorized by the Act;
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• •.
(g) it is desirable Leat 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 Inden-
ture, under.the provision of which the City's interest in
the Loan Agreement and the payments thereunder will be
pledged to the Trustee as security for the payment of the
principal, premium, if any, and interest on the Bonds;
(h) the loan payments contained in the Loan Agreement
are fixed, and are required to be revised from time to time
as necessary, so as to produce income and revenue sufficient
to provide for prompt payment of principal of and interest
on all Bonds issued under the Indenture when due; and the
Loan Agreement also provides that the Company is required
to pay all expenses of the operation and maintenance of the
Project, including, but without limitation, adequate insur-
ance thereon and -insurance against all liability for injury
to persons or property arising from the operation thereof,
and all taxes and special assessments levied upon or with
respect to the Prrjec, site and payable during the term of
the Loan Agreement and pursuant to the Loan Agreement the
Company has mortgaged and granted a security interest in
certain described facilities comprising the Project; and
(i) under the provisions'of Section 474.10 of the Act
and as provided in the Loan 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
and no holders of the Bonds shall ever have the right to
compel any exercise of the taxing powers 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 except its
interest in the Loan Agreement; each Bond issued under the
Indenture shall recite that the Bonds, including interest
thereon, are payable solely from the revenues pledged to
the payment thereof; and no Bond shall constitute a debt
of the City within the meaning of any constitutional or
statutory limitation.
2. The forms of the Loan Agreement, the Guaranty,
the Indenture and Bond Purchase Agreement referred to above
are approved. The Mayor and City Manager are authorized and
directed to execute the Loan Agreement in the name and on
behalf of the City, upon execution thereof by the officers of
the Company, to execute the Indenture in the name and on
behalf of the City and deliver it to the Trustee, and to
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execute the Bond Purchase Agreement Ipon execution thereof by
the officers of the Co:ipany and Underwriter, such documents to
h- executed to be in the form hereinabove approved. Copies of
all of the documents shall be delivered, filed and recorded
as provided therein.
4. In anticipation of the collection of payments under
the Loan Agreement, the City shall proceed forthwith to issue its
Industrial Development Revenue Bonds (Summit Gear, Inc. Project)
Series 1977, dated as of December 1, 1977, in the principal amount
of $1,500,000 in the form and upon the terms set forth in the
Indenture, which terms are for this purpose incorporated herein
and made a part hereof. The proposal of the Underwriter to purchase
the Bonds at a price of $ 1,430,000 _plus accrued interest, upon
the further terms and cosi itions set forth in the Indenture and
the Bond Purchase Agreement is hereby found and determined to
be reasonable 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 such other
documents as are required by the Indenture for authentication
and delivery of the Bonds to the Underwriter.
5. The City hereby consents to the use of the Official
Statement and a definitive form thereof by the Underwriters in
connection with the offering and sale of the Bonds; provided,
however, the City assumes no responsibility for the completeness
or accuracy of the information contained therein.
6. The Mayor and City Manager and other officers of
the City are authorized and directed to prepare and furnish to
the Underwriters, certified copies of all proceedings and records
of the City relating to the Bonds, and such other documents,
affidavits and certificates as may reasonably be required by
bond counsel to show the facts relating to the legality and
marketability of the Bonds as such facts appear from the books
and records in the officers; custody and control or are otherwise
known to them, and all such certified copies, documents, certi-
ficates and affidavits, including any heretofore furnished, shall
constitute representations of the City as to the truth of all
statements contained therein.
7. The City hereby elects to issue the Bonds as indus-
trial development bonds in the aggregate face amount in excess of
$1,000,000 but not in excess of $5,000,000 pursuant to Section 103
(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and
the City Clerk -Treasurer is authorized and directed to file a
statement of said election with the Internal Revenue Service in
the form and manner required by Section 103(b)(6)(D) and the regu-
lations relating thereto.
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B. 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 modifidations
thereto, deletions therefrom and additions thereto as may be nec-
essary and appropriate and not to the prejudice of the interest of
the City, and approved by the City Manager prior to the execution
of the documents. The execution of any instrument by the appro-
priate officer or officers of the City herein authorized shall be
conclusive evidence of the approval of such documents in accordance
with the terms thereof. 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.
9. The City Manager is hereby designated as the
Municipal Representative for all purposes of the Loan Agreement
and the Indenture, with full authority to do on behalf of the City,
all those things required or authorized in the Loan Agreement and
the Indenture, to be lore by action or certificate of the City
Representative. r-
City Manager
The motion for the adoption of the foregoing resolution
was duly seconded by Member Hunt , and upon vote being
taken thereon, the following voted in favor thereof: Mayor Hilde,
Councilmen Hunt and Seibold.
and the following voted against the same: Councilman Neils
whereupon said resolution was declared duly passed and adopted.
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Plymouth, Minnesota
December 20 1977
The City Council of the City of Plymouth, Minnesota,
met in regular session at 7:30 o'clock P.M., in the
Council Chambers in said City. The meeting was called to order
and there were present Al Hilde, Jr. , Mayor, in the chair,
James G. Willis , City Manager and the following named Councilmen:
Howard Hunt, Cerald Neils and Marvin Seibold
Absent: Councilman John Spaeth
Councilman Neils introduced a Resolution
entitled, "A Resolution authorizing the issuance and sale of
$1,000,000 Industrial Development Revenue Bonds (McQuay-Perfex
Inc. Pro„ect) Series 1977, of the City of Plymouth, Minnesota,
to finance certain facilities for use by McQuay-Perfex Inc.;
the execution and delivery of an Tndenture of Trust to secure
said Bonds; the execution ari delivery of a Loan Agreement
between said Company and said City providing for the repayment
of the loan of the proceeds of said Bonds; and related matters",
and moved its adoption; seconded by Councilman Hunt
After due consideration by the Council, the Mayor put the question
on the motion and upon the roll Leirg called the following named
Councilme.i voted:
Aye:
Mayor Hildo, Councilmen Hunt, Neils
and Seibold
Nay: None
Whereupon, the Mayor declared said Resolution adopted.
a � �
Upon motion and vote the meeting adjourned.
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Mayor
Attest:
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City Cle k
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