Loading...
HomeMy WebLinkAboutCity Council Resolution 1980-420Pursuant 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 7th day of July _, 1980, at 7:30 o'clock P.M. The following Council members were present: Acting Mayor Davenport, Councilmembers Hoyt and Schneider and the following were absent: Mayer Hunt and Councilmember Neils. RESOLUTION NO. $0-420 Councilman HoX,t introduced and read the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO INSILCO CORPORATION FOR INDUSTRIAL DEVELOPMENT PROJECT AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF TRUST INDENTURE, LOAN AGREEMENT, COMBINATION MORTGAGE AND SECURITY AGREEMENT, GUARANTY AGREEMENT AND BOND PURCHASE AGREEMENT AND APPROVING OFFERING CIRCULAR BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: 1. Authority. 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 the acquisition and construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Use of Proceeds and Documents Presented. This Council proposes that the City shall issue and sell its $4,500,000 City of Plymouth Industrial Development Revenue Bonds (Miles Homes Division of Insilco Corporation Project), Series 1980 (the "Bonds), pursuant to the Act and lend the proceeds thereof to Insilco Corporation, a Connecticut corporation (the "Company"), to finance the acquisition of certain land in the City and the construction thereon of a divisional office building, together with certain building service equipment, exterior utilities and site improvements therefor (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 May 1, 1980 (the "Loan Agreement"), 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 and interest on the Bonds; and (b) Trust Indenture, dated as of May 1, 1980 (the "Indenture"), from the City to Northwestern National Bank of Minneapolis, in Minneapolis, Minnesota, as Trustee, pledging the revenues to be derived from the Loan Agreement as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) Combination Mortgage and Security Agreement, dated as of May 1, 1980 (the "Mortgage"), from the Company to the Trustee, whereby the Trustee is granted a mortgage and security interest in the Project facilities, as security for the Bonds and the Company's obligations under the Loan Agreement (this document not to be executed by the City); and ... Hd (d) Guaranty Agreement, dated as of May 1, 1980 (the "Guaranty"), from the Company to the Trustee, whereby the Company unconditionally guarantees payment of the principal ` of and interest on the Bonds (this document not to be executed by the City); and (e) Bond Purchase Agreement,adated July 7, 1980 (the "Bond Purchase Agreement"), by and among the City, the Company and Dain Bosworth, incorporated (the "Underwriter"), whereby the Underwriter agrees to purchase the Bonds from the City, upon the terms and conditions therein set forth; and (f) Offering Circular dated July 7, 1980 (the "Offer- ing Circular"), describing the offer of the Bonds, certain terms and provisions of the foregoing documents, and the Company, as deemed material by the Company. 3. Findings. it is hereby found, determined and declared that: (a) The Project, as described in.the Loan Agreement and Indenture and referred to in paragraph 2 hereof,>consti- tutes a project authorized by and diescribed-in_Section 474.02, 5ubd. =1a, of' the Act. (b) The ,purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing e 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 available; 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: preserving the economic and human, resources needed as a- base for 'providing governme#ttal `services and faaci ties and 'increasing 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, the Indenture andthe mind Pui�o rase Agrdot tut, gr(d the .performance df all edv®nants x; and lag 0p6` dints Q t=he C tp c rnthined. in the; Loan, Agreement, the',Ind$ntt;re. :tire iib l�urcn,ase Agreement, and. csf affil ,mud other aunts anti: this tg& kdqui,ted uW .the Constitut104t d lames o I B_Ate of, , `nnesota tt� rnas� the Loan Rgreemeht .. F{ thendet:ture a►t�cl the *nd pirchaae Agreement and the Songs f` vailid and b altsictns 0. E +pity in at:eadia+ tri `, tha r tram, are A th4arizet tiie .Acts daft � ! 4't M 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. No reserve funds are deemed necessary for this purpose. The Loan Agreement obligates the Company to provide for the payment of operation and maintenance expenses in connection with the Project, including adequate insurance, taxes and special assessments. (g) Under the provisions of Section 474.10, Minnesota Statutes, and as provided in the Loan Agreement and Indenture, the -Bonds are not to be payable from nor charged upon any funds of the City, other than amounts payable by the Company pursuant to the Loan Agreement which are pleAged,to the payment thereof; the City is; not subject to any pecuniary liability thereon; ;no holders of the Bonds shall ever have the right to compel the exercise of the taking 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` does not constitute a charge against the general credit or taxing powers of the City and does not grant to the owner or holier of the Bond any right to have the City levy any taxes or appropriate any funds for the payment of the principal thereof or interest thereon, and that the Bond is not a general obligation of the City or ttze- individual .officers 'or agen-ts thereof. 4.. A . roval and Execution of Documents. Tile Loan Agreement,'; Indenture, Bond Purchase Agreement, Mortgage, Guaranty and Offering Circular referred to in paragraph 2 are hereby approved. The Loan, Agreement shall be executed in the 'name and on behalf of the City by:the Mayor, the, City Manager and the City Clerk, or other. appropriate City officials suthorized to execute documents;on their behalf, in substantial.11y the'form'on file, beat Vi'th -all: such changes,, therein, not Loomsistent with the Act or other Yaws, as may be aunroved by the ©fftciale executfha the same ,> which -execution sha 4pprovai t4oi4of . The` l j and on liehaik`f Qf the Cit; attested.by the City Clei authorize tar execute dt 1 the form on file, but with all such changes therein, not inconsis- tent with the Act or other laws, as may be approved by the offi- cials executing the same, which execution shall constitute conclusive evidence of the approval thereof, and then shall be delivered to the Trustee. The Bond Purchase Agreement shall be executed in the name and on behalf of the City by the Mayor and the City Manager, or other appropriate City officials authorized to execute documents on their behalf, 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 officials executing the same, which execution shall constitute conclusive evidence of approval thereof. Copies of all documents shall be delivered and filed as provided therein. 5. Issuance and Sale of Bonds. The City shall proceed forthwith to issue the Bonds, to be dated the date of delivery thereof, in the aggregate principal amount of $4,500,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The Bonds shall be issued as forty-five coupon bonds registrable as to principal only, each in the denomination of $100,000, numbered R-1 through E-45. The proposal of the Underwriter to purchase the Bonds at a price of $4,449,375 (98- 7/8% of their pat- value) is hereby four.' and determined to be reasonable and is hereby approved. The ila,­or and the 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 purchaser. As provided in the Itidenture, 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. Consent to Use of offering Circular. The City hereby consents to the use of the Offering Circular, provided that the Offering Circular shall recite that the Appendix thereto has been prepared by the Company and that the City has made no independent investigation with respect to the information contained in the Offering Circular or Appendix thereto. 7. $10 Million Election. The City hereby elects that the $10 million limitation of capital expenditures set forth in Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, shall be applicable to the Project and the Bonds, and the Mayor or City Manager shall execute and file on behalf of the City the form of election required by said Section and the regulations thereunder. 8. Certificates, etc. The Mayor, the City Manager and the City Clerk and other officials of the City are authorized a.3d directed to prepare and furnish to the purchaser of the Bonds, when issued, certified copies of all proceedings and -5- records of the City relating to the Bonds, and such other affi- davits and certificates as may be required to show the facts appearing from the books and records in such officials' custody and control or as otherwi_;c 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. Attest City Clerk Approved -6- Mayor STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Plymouth, Minnesota, do hereby certify that the attached copy of a resolution duly adopted by the City Council of said City at a regular meeting thereof duly called and held on July 7, 1980, is a full, true and correct copy thereof, and that said resolution is in full force and effect as of the date hereof and has not been amended, modified, rescinded or revoked. WITNESS My hand officially and the seal of the City this day of , 1980. City Clerk --�— City of Plymouth, Minnesota (S(:<<1)