HomeMy WebLinkAboutCity Council Resolution 1977-719RESOLUTION NO. 77-719
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF $1,006,0^^ INDUSTRIAL DEVELOPMENT REVENUE
BONDS (McQUAY-PERFEX INC. PROJECT) SERIES 1977,
OF THE CITY OF PLYMOUTH, MINNESOTA, TO FINANCE
CERTAIN FACILITIES FOR USE BY McQUAY-PERFEX INC.;
THE EXECUTION AND DELIVERY OF AN INDENTURE OF
TRUST TO SECURE SAID BONDS; THE EXECUTION AND
DELIVERY OF A LOAN AGRE';MENT BETWEEN SAID COMPANY
AND SAID CITY PROVIDING FOR THE REPAYMENT OF THE
LOAN OF THE PROCEEDS Or SAID BONDS; AND RELATED
MATTERS.
WHEREAS, the City of Plymouth, in Hennepin County,
Minnesota (the "City"), is a municipal corporation authorized and
empowered by the provisions of the Municipal Industrial Development
Act, Chapter 474 of the Minnesota Statutes, as amended (the "Act"),
to issue revenue bonds to finance the cost of the acquisition,
construction and improvement of any properties, real or personal,
used or useful in connection with a revenue producing enterprise,
Including an enterprise engaged in manufacturing, processing or
distributing any products of manufacture; and
WHEREAS, McQuay-Perfex Inc., a Minnesota corporation
(the "Company"), presently owns and operates an office building
at its McQuay Group headquarters located within the City; and
WHEREAS, the City has determined it is necessary and
ad i.sable to finance the improvement of certain land within the
City and the expansion, improvement and equipping of said office
building (the "Project") to be used by the Cnmpany in connection
with the manufacture of heat transfer devices and related heating
and cooling equipment; and
WHEREAS, the Commissioner of Securities of
the State of Minnesota has approved the Project as tending to
further the purposes and policies of the Act; and
WHEREAS, it is proposed to finance the cost of the
Project through the issuance of Industrial Development Revenue
Bonds (McQuay-Perfex Inc. Project) Series 1977 of the City in the
aggregate principal amount of $1,000,000 (the "Bonds") and the
loan of the proceeds thereof to the Company; and
WHEREAS, a Loan Agreement, to be dated as of December 1,
1977 (the "Loan Agreement") with respect to the Project will be
executed by and between the Company and the City, whereby the
Company will covenant and agree (i) to make installment payments
sufficient to provide for the payment of principal of, premium,
if any, and interest on the Bonds, as and when the same become due
and payable and (ii) to make such other payments and satisfy such
other obligations as may be required by the Act; and
WHEREAS, the Bonds will be issued under and pursuant to,
and are to be secured by, an Indenture of Trust, to be dated as
of December 1, 1977 (the "Indenture") by and between the City and
the trustee therein named, as Trustee; and
WHEREAS, t is proposed to sell the Bonds to Dain, Kalman
& Quail, Incorporated (the "Underwriter"), pursuant to a Bond Pur-
chase Agreement, to be dated as of the date hereof (the "Bond
:,rchase Agreement"), a*iong the City, the Company and the Under-
writer;
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NOH THEREFORE, Be It Resolved by the City Council of
Plymouth, Minnesota, as follows:
Section 1. That, in order to finance the cost of the
Project, the Bonds be and the same are hereby authorized and ordered
to be issued pursuant to the Indenture in substantially the form
presented at this meeting and on file with the City Clerk and
containing substantially the terms and provisions set forth
therein, and the forms, terms and provisions of the Bonds and the
Indenture are hereby approved, and the Mayor, the City Manager and
the City Clerk are hereby authorized and directed to execute,
attest, seal and deliver the Indenture, and the Mayor and the
City Manager are hereby authorized and directed to execute, attest,
seal and deliver the Bonds as provided in the Indenture, including
the use of facsimile signatures on the Bonds and coupons appertaining
thereto.
Section 2. That the City lend the proceeds of the
Bonds to the Company to defray the cost of the Project, pursuant
to the Loan Agreement in substantially the form presented at this
meeting and on file with the City Clerk and containing substantially
the terms and provisions (including repayment provisions) set forth
therein, and the form, terms and provisit,ns of the Loan Agreement
are hereby approved, and the Mayor, the City Manager and the City
Clerk are hereby authorized and directed to execute, attest, seal
and deliver the Loan Agreement.
Section 3. That the seal of the Bonds to the Underwriter
pursuant to the Bond Purchase Agreement, in substantially the form
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presented at this meeting _nnd on file with the City Clerk and
containing substantially the terms and provisions set forth
therein, is hereby authorized, approved and confirmed, and the
form, terms and provisions of the Bond Purchase Agreement are
hereby approved, and the Mayor and the City Manager are hereby
authorized and directed to accept the Bond Purchase Agreement
on behalf of the City by executing the same and delivering a copy
thereof to the Underwriter.
Section 4. That the use by the Underwriter of the
Official Statement dated the date hereof, relating in part to
the Bonds, be and the same is hereby authorized on behalf of,the
City; provided that this authorization does not apply to the
information contained in the „Appendix" to said Oficial Statement
but nothing herein shall be construed as prohibitng the Underwriter
from including such information in said Appendix pursuant to
authorization from the Company.
Section 5. That the Mayor, the City Manager and
the City Clerk are hereby authorized and directed to execute,
attest, seal and deliver any and all documents and do any and all
things deemed necessary to effect the issuance and sale of the
Bonds and the execution and delivery of the Loan Agreement, the
Indenture and the Bond Purchase Agreement, and to carry out the
intent and purposes of this resolution, including the preamble
hereto, and to furnish to the Department of Economic Development
the information required by Section 474.01, Subdivision 8 of the
Act.
Section 6. That the provisions of this resolution are
hereby declared to be -separable and if any section, phrase or
provision shall for any reason be declared to be invalid, such
declaration shall not affect the validity of the remainder of
the sections, phrases and provisions.
Section 7. That this resolution shall become effective
immediately upon adoption.
Adopted December 19, 1977.
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I, Loretta Garrity, being first duly sworn, do hereby
depose and certify that I am the duly appointed, qualified and acting
City Clerk of the City of Plymouth, Minnesota, in Hennepin County,
State of Minnei.ta, and as such I have in my possession, or have
access to, the complete corporate records of said City and of its
Council and officer;,; :hat I have carefully compared the transcript
hereto attached with the aforesaid corporate records and that said
transcript hereto attached is a true, correct and complete copy of
all the corporate records in relation to the adoption of a Resolution
entitled:
RESOLUTION NO. 77-719
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF $1,000,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (McQUAY-PERFEX INC. PROJECT) SERIES 1977,
OF THE CITY OF PLYMOUTH, MINNESOTA, TO FINANCE
CERTAIN FACILITIES FOR USE BY NcQUAY-PERFEX INC.;
THE EXECUTION AND DELIVERY OF AN INDENTURE OF
TRUST TO SECURE SAID BONDS; THE EXECUTION AND
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.
WITNESS my hand and the corporate seal of said City
hereto affixed at Plymouth, Minnesota, this 20th day of December,
1977.
City Clerk
City of Plymouth, Minnesota
(SEAL)