Loading...
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; -2- 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 -3- 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. -5- 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)