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HomeMy WebLinkAboutCity Council Resolution 1978-821Extract of Minutes of Meeting of the City Council of the City of Plymouth, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Plymouth, Minnesota, was duly held at City Hall in said City on Monday, the 18th day of December, 1978, at 7:30 o'clock P.M. The following members were present: Mayor Hunt, Councilmembers Hoyt, Neils, Seibold and Spaeth. and the following were absent: None. Councilman Spaeth introduced and read in full the following written resolution and moved its adoption: RESOLUTION NO. 78-821 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO UNITED HARDWARE DISTRIBUTING CO. FOR INDUSTRIAL PROJECT AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF TRUST INDENTURE, LOAN AGREEMENT, COMBINATION MORTGAGE AND SECURITY AGREEMENT, BOND PURCHASE AGREEMENT AND CONSENTING TO USE OF OFFICIAL STATEMENT The motion for the adoption of the foregoing resolution was duly seconded by Councilman Neils , and upon vote being taken t_reon the following voted in favor thereof: Mayor Hunt, Councilmembers Hoyt, Neils, Seibold and Spaeth and the following voted against the same: None. whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 78-821 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO UNITED HARDWARE DISTRIBUTING CO. FOR INDUSTRIAL PROJECT AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY.' OF TRUST INDENTURE, LOAN AGREEMENT, COMBINATION MORTGAGE AND SECURITY AGREEMENT, BOND PURCHASE AGREEMENT AND CONSENTING TO USE OF OFFICIAL STATEMENT BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: 1. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing the cost of construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers ,granted by the Act. 2. This Council proposes that the City shall issue and sell its revenue bonds pursuant to the Act and loan the proceeds thereof to United Hardware Distributing Co. (the "Company") to enable the Company tP acquire, construct and equip a Corporate Headquarters Buildinq in the City,, (the "Project"), all pursuant to the Act. Forms of the following documents relating to the Project have been submitted to the City Council and are now on file in the office of the City Clerk: (a) Loan Agreement, dated as of December 1, 1978, between the City and the Company whereby the City agrees to make a loan to the Company and the Company agrees to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of, premium, if any, and interest on such Bonds; (b) Trust Indenture, dated as of December 1, 1978, between the City and [ 11 Minneapolis, Minnesota, as Trustee, pledging the revenues to be derived from the Loan Agreement as security for $1,750,000 City of Plymouth Industrial Develo,3mFnt Revenue Bonds (United Hardware Distributing Co. Project), Series 1978 (the "Bonds"), to be issued by the City, and setting forth proposed recitals, covenants and agreements relating thereto; (c) Combination Mortgage and Security Agreement (the "Mortgage") dated December 1, 1978, by and between the Company and the Trustee whereby the Company mortgages the Project Site, the Project Building and the Project Equipment (the "Project Facilities") and other personal property of the Company as security for the Bonds (this document not to be executed by the City); (d) Bond Purchase Agreement among the City, the Company and Piper, Jaffray 6 Hopwood Incorporated as Underwriter, whereby subject to certain terms and conditions set forth therein, the Underwriter agrees ':o purchase the Bonds from the City; and (e) Official Statement dated December 1, 1978, describing the offer of the Bonds, certain terms and provisions of the foregoing documents, and the Company as deemed material by the Company. It is hereby found, determined and declared that: (a) The Project, as more fully described in the Lean Agreement and Indenture, referred to in paragraph 2, constitutes a project authorized by and described in Section 474.02, Subd. la, of the Act. (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment, preventing economic deterioration; the development of sound industry and commerce to use the avail- able resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, educated personnel to other areas and thus preserv- ing the economic and human resources needed as a base for providing governmental services and facilities; and increas- ing the tax base of the City and of the county and school district in which the City is located. (c) 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. (d) The issuance and sale of the Bonds, the execution and delivery of the Loan Agreement and of the Trust Indenture and the performance of all covenants and agreements of the City contained in the Loan Agreement and Trust Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, Trust Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (e) There is no litigation pending or, to the best of .its knowledge, threatened against the City relating to the Project or to the Bonds, Loan Agreement, Bond Purchase Agreement, Trust Indenture, or Combination Mortgage and Security Agreement or questioning the organization, powers or authority of the City. (f) The execution, delivery and performance of the City's obligations under the Bonds, the Trust Indenture, Bond Purchase Agreement and the Loan Agreement have been fully authorized by all requisite action and do not and will not violate any law, any charter provision, any order of any court or other agency of government, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (g) It is desirable that the City of Plymouth Indus- trial Development Revenue Bonds (United Hardware Distributing Co. Project), Series 1978, in the amount of $1,750,000, be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on tie Bonds. (h) The Loan Agreement provides for payments by the Company to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Company to provide for the payment of operation and maintenance expenses, including adequate insurance, taxes and special assessments. (i) Under the provisions of Section 474.10, Minnesota Statutes, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement and moneys in the Funds and Accounts held by the Trustee which are 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 the exercise 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; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Bond issued under the Indenture shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a charge against the general credit or taxing powers of the City and that the Bond does not constitute an indebted- ness of the City within the meaning of any constitutional or statutory limitation. (j) The City, pursuant to the Trust Indenture, hereby preserves the option to issue, at its discretion, upon request of the Company, such additional Bonds as are necessary to complete the Project, provide funds for improvements to the Project and to refund or advance ::-;fund any Bonds then outstanding. -3- W No member of the City Council (i.) has a direct or indirect interest in the Project, the Loan Agreement, the Bon, - Purchase Agreement, the Combination Mortgage and Security Agreement, the Trust Indenture or Bonds, (ii) owns any capital stock of or other interest in the Project or the Company, (iii) is an officer or director r,f the Company, (iv) will be involved in supervising the completion of the Project on behalf of the Company, or (v) will receive any commission, bonus or other remuneration for or in respect of the Project, the Loan Agreement, the Bonds, the Bond Purchase Agreement, the Combination Mortgage aid Security Agreement or the Trust Indenture. 4. The forms of Load Agreement, Trust Indenture, Combination Mortgage and Security Agreement, Bond Purchase Agreement and Official Statement referred to in paragraph 2 are approved. The Loan Agreement, Trust Indenture and Bond Purchase Agreement shall be executed in the name and on behalf of the City by the Mayor and the City Manager upon execution thereof by the officers of the Company, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same. The Trust Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Manager, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other laws, as may be approved by the officers executing the same and then shall be delivered to the Trustee. Copies of all documents shall be delivered and filed as provided therein. 5. The City shall proceed forthwith to issue its City of Plymouth Industrial Development Revenue Bonds (United Hardware Distributing Co. Project), Series 1978, dated as of December 1, 1978, in the principal amount of $1,750,000 in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The offer of Piper, Jaffray and Hopwood Incorporated (the "Underwriter") to purchase the Bonds at a price of $1,688,750, plus accrued interest to the date of delivery is hereby found to be a favorable offer 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 the other documents required by Section 2.09 of the Indenture, for authentication and delivery to the purchasers. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. The City hereby consents to the use of the official Statement, provided that the Official Statement shall always •recite that the Appendix to the Official Statement has been prepared by the Company and that the Ciity has made no independent investigation with respect to the information contained in the Appendix thereto. 7. The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchaser•of the Bonds, when issued, certified 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 facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. B. The City hereby elects that the $5 million limita- tion of capital expenditures set forth in Section 103(b)(6)(D) of the Internal Revenue Code shall be applicable to the Project and the Bonds, and the City Manager shall execute and file on behalf of the City the form of election required by said Section and the regulations thereunder. 9. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bonds and for transfers of the Bonds. The principal of ind interest on the Bonds shall be paid to the Trustee for the account of the Holders entitled thereto in Federal or other immediately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register as required by the Act and Section 475.63, Minnesota Statutes. Attest City Clerk Approved Mayor -5- City Manager STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting City Clerk of the City Council of the City of Plymouth, Minnesota, do hereby certify that the attached extract of minutes of a regular meeting of said City held December 18, 1978, is a full, true and correct transcript therefrom insofar as the same relates to $1,750,000 Industrial Development Revenue Bonds (United Hardware Distributing Co. Project), Series 1978, of the City. WITNESS My hand officially and seal officially as said City Clerk this 29th day of December , 1978. (Seal) -6- City Clerk