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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. /y. Ef•• f --'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; -2- • •. (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 -3- 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. -4- 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. D -5- 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. c Mayor Attest: w /? City Cle k -2-