HomeMy WebLinkAboutCity Council Resolution 1979-295RESOLUTION NO. 79- 295
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF $3,300,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (McQUAY-PERFEX INC. PROJECT) SERIES 1979,
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; Ti:E 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.
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
and technical center at its McQuay Group headquarters located
within the City; and
WHEREAS, the City has determ-ned it 1* necessary and
advisable to finance the improvement of certain land within the
City and the expansion, improvement and equipping of said office
building and technical center (the "Project") to be used by the
Company 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, a portion of the cost of the Project has here-
tofore been }inanced 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, and the loan of
the proceeds thereof to the Company; and
WHEREAS, it is proposed to finance additional costs of
the Project through the issuance of Industrial Development Revenue
Bonds (McQuay-Perfex Inc. Project) Series 1979 of the City in the
aggregate principal amount of $3,300,000 (the "Bonds") and the loan
of the proceeds thereof to the Company; and
WHEREAS, a Loan Agreement, to be dated as of June 1,
1979 (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 :end (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
June 1, 1979 (the "Indenture") by and between the City and the
trustee therein named, as Trustee; and
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WHEREAS, it is proposed to sell the Bonds to Dain,
Kalman & Quail, Incorporated (the "Underwriter"), pursuant to
a Bond Purchase Agreement, to be dated as of the date hereof
(the "Bond Purchase Agreement"), among the City, the Company and
the Underwriter;
NOW, THEREFORE, Be It Resolved by the City Council of
Plymouth, Minnesota, as follows:
Section 1. That, in order to finance in part certain
costs 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 to this meeting and on file with
the City Clerk and containing substantially the terms and pro-
visions 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 costs 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 provisions of the Loan Agreement are hereby
approved, and the Mayor, the City Manager and the City Clerk are
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. hereby authorized and directed to execute, attest, seal and
deliver the Loan Agreement.
Section 5. That the sale of the Bonds to the Underwriter
pursuant to the Bond Purchase Agreement, 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,
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 Official Statement but nothing
herein shall be construed as prohibiting 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
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. 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 June 4, 1979.
. 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 Minnesota, and as such I have in my possession,
or have access to, the complete corporate records of said City and
of its Council and officers; that 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:
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE
OF $3,300,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (McQUAY-PERFEX INC. PROJECT) SERIES 1979,
OF THE CITY OF PLYMOUTH, MINNESOTA, TO FINANCE
10 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 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 11 day of June ,
1979.
City Clerk.
City of Plymouth,'Minnesota
(SEAL)
t
Exhibit C
. Plymouth, Minnesota
June 4, 1979
The City Council of the City of Plymouth, Minnesota,
met in regular session at 7:30 o'clock P.M., in the
Council Chambers in said City. The meeting was called to order
and there were present Howard Hunt , Mayor, in the chair,
James G. Willis , City Manager and the following named
Co unc ilme mbers: Gerry Neils, John M. Spaeth & Patricia Hoyt
Absent: none
Councilmember Spaeth introduced Resolution No.
79- 295 entitled, "A Resolution Authorizing the issuance and sale of
• $3,300,000 Industrial Development Revenue Bonds (McQuay-Perf ex Inc.
Project) Series 1979, 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 Agreement between said Company and said City
providing for the repayment of the loan of the proceeds of said Bonds;
and related matters", and moved its adoption; seconded by Councilmember
Neils After due consideration by the Council, the
Mayor put the question on the motion and upon the roll being called
the following named Councilmember voted:
I
Aye: all
Nay: none
Whereupon, the Mayor declared said Resolution adopted.
Upc- motion and vote the meeting adjourned.
Attest:
✓1 6�
City Clerk
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Mayor