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.
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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
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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)
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City Clerk