HomeMy WebLinkAboutCity Council Resolution 1978-081Councilmember Spaeth introduced the
following resolution and moved its adoption:
RESOLUTION NO. 78- 81
RESOLUTION RELATING TO A PROJECT UNDER THE
MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT
ACT, AUTHORIZING THE SALE AND ISSUANCE OF
INDUSTRIAL DEVELOP14ENT REVENUE BONDS TO
FINANCE A PROJECT THEREUNDER, 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 Bonds (Spray Tech Corporation Project) in the aggregate
principal amount of.$3,200,000, and loan the proceeds thereof to
Spray Tech Corporation, a Delaware corporation (the Company) which
will use the proceeds to acquire and improve land, construct: one or
more buildings thereon and install equipment, machinery and other
items of personal property to be used primarily in the manufacturing
of airless spray equipment and related products (the Project). The
bonds will consist of two series of bonds as follows:
(a) $2,000,000 Industrial Development Revenue Bonds
Series 1978-A Subordinated Bonds (the Series 1978-A Bonds)
and
(b) $1,200,000 Industrial Development Revenue Bonds,..
Series 1978-B (the Series 1978-B Bonds)
c-illectively, sometimes referred to herein as the Bonds.
The Council gave preliminary approval to the proposal -by resolu-
tion duly adopted June 6, 1977 and that approval is hereby confirmed
and ratified. Pursuant to that resolution, the following documents
have been submitted to the Council and are now, or shall be, placed
on file in the office of the City Clerk:
(a) Loan Agreements dated as of February 1, 1978 pro-
posed to be made and entered into between the Company and
the City for each series of bonds;
(b) An Indenture of Trust for the Series 1978-A
Bonds proposed to be made and entered into between the
City and European American Bank & Trust Co. in the City
of New York, New York, as trustee;
(c) An Indenture of Trust for the Series 1978-4
Bonds proposed to be made and entered into between
the City and the Northwestern :rational Bank of
rlinneapolis as trustee;
(d) An Agency Agreement (the Agency Agreement) dated
as -of February 28, 1978 among the City, the Company,
and UBS -DB Corporation (the Agent);
(e) A Bond Purchase Agreement for the Series 1978-A
Bonds, dated as of February 1, 1978 proposed to be
made and entered into among the Company, the City,
and European American Banking Corporation through its
nominee Sandrisser & Co.; and
(f) A Bond Purchase Agreement for the Series 1978-B
Bonds, dated as of February 1, 1978 proposed to be made
and entered into among the Company, the'City, and the
Northwestern National Bank of Minneapolis.
The Loan Agreements, Bond Purchase Agreements, Indentures of -
Trust and Trustees for each of the Series 1978-A and Series 1978-B
Bonds respectively are referred to collectively herein as the "Loan
Agreements", the "Bond Purchase Agreements", the "Indentures"
and "Trustees" respectively; European American Banking Corporation
and Northwestern National Bank of Minneapolis are collectively
referred to herein as the "Purchasers".
2. It is hereby found, determined and declared that:
(a) the real property, improvements and personal
property described in the Loan Agreements and in the
Indentures referred to in paragraph 1 hereof con-
stitute a project authorized by the Minnesota Municipal
Industrial Development Act (the "Act");
(b) the purpose of the Project, as defined in the
Loan Agreements and in the Indentures, is and the
effect thereof will be to promote the public welfare
by the attraction, encouragement and development of
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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 order 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 increase
in the amount and cost of governmental services; and
a better distribution of the tax burdens between
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 employees
residing within the City and the surrounding community
and to means of transportation of materials and products
by rail and highway;
(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 located;
(e) the financing of the Project, the issuance
and sale of the Bonds, the execution and delivery of
the Loan Agreements, the Indentures, the Bond Purchase
Agreements and the Agency Agreement and the performance
of all covenants and agreements of the City contained
in the Loan Agreements, the Indentures, the Bond Purchase
Agreements 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-
ments, Indentures, Bond Purchase Agreements, 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 aggregate
principal amount of $3,200,000 be issued by the City upon
the terms set forth in the Bond Purchase Agreements and
the Indentures, under the provisions of which the City's
interest in the Loan Agreements and the payments there-
under will be pledged to the Trustees as security for
the payment of principal of and interest on the Bonds;
(g) the payments required by the Loan Agreements
to be made by the Company 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 principal of and interest on all
Bonds issued under the Indentures when due, and the
Loan Agreements also provides that the Company is
required 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 Agreements; and
(i) under the provisions of Minnesota Statutes,
Section 474.10, and as provided in the Loan Agreements
and in the Indentures, 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 of
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 Agreements.; 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-
ments;each Bond issued under the Indentures 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 Agreements, Indentures, Agency Agreement and
Bond Purchase Agreements are hereby authorized and directed, in
the name and on behalf of the City, to execute and deliver the
Loan ti-rreements, Indentures, Agency Agreement and Bond Purchase
AgreemenLs in substantially the forms presented to and approved
by the Coui.^il at this meeting.
4. In anticipation of the collection of payments under the
Loan Agreements, the City shall proceed forthwith to issue the
Bonds, in the form and upon the terms set forth in the Indentures,
which terms are for this purpose incorporated herein and made a
part thereof. The proposal of the Purchasers to purchase the
Bonds at a price equal to their principal amount, upon the terms
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and Conditions set forth in the Bond Purchase Agreements 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 Indenturesand to deliver,
them to the Trustee, together with a certified copy of this
resolution and other documents required by the Indentures,€or
authentication and delivery to the Purchasers. Each Bona shall
be signed manually by either the Mayor or the City Manager, or
both, except that both their signatures may be printed, litho-
graphed or stamped on each Bond on which the Certificate of
Authentication is signed manually be an authorizcl representative
of the Trustees, who are for this purpose designated as authentica-
ting agents under Minnesota Statutes, 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 Bonder in an aggregate principal amount exceeding $1,000,000,
but not exceeding $5,000,000, as provided by the Internal Revenue
Code, as amended.
5. The Mayor, City Manager, City Clerk and other officers
of the City are authorized and directed to prepare and furnish
to the Purchasers and the Trustees certifies; 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 the, and all such certified
copies, certificates and affidavits, including any heretofcce
furnished, shall constitute representations of the City as to
the truth of all statements contained therein.
6. The approval hereby given to the various documents
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
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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, respectively.
Attest:
f
City Clerk
The motion for the adoption of the foregoin resolution
was duly seconded by Councilman Seibold and the
following voted in favor thereof: Mayor Hunt, Counci lmembers
Hoyt, Neils, Seibold and Spaeth
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.