HomeMy WebLinkAboutCity Council Resolution 1981-335CTIY OF PLYM OtnH
Pursuant to duce call and notice thereof, a reciular meeting of the City
Council of the City of Plymouth, Minnesota, was held on -Se 1st day of
.lune 11he following members were present.ctin tayor Neils,
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CuQcilmember Hoyt introduced the following Resolution and moved
its adoption:
RESOLUTION NO. 81-335
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RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT -THERE-
UNDER SECURED BY PAYMENTS UNDER A LOAN AGREEMENT AND A LETTER OF CREDIT FROM
NORTHWESTERN NATIONAL BANK OF MINNEAPOLIS, AND AUTHORIZING THE EXECUTION OF
DOCUMENTS
BE IT RESOLVED by th City Council of the City of Plymouth, Minnesota
(the City), as follows:
Section 1. Authorization and Recitals.
1.01. General Authorit . The City is authorized by
Minnesota Statutes, Chapter 474, as amended (the Act), to
issue its revenue bonds and to make secured or unsecured
loans to finance the acquisition of real property and the
acquisition or construction of buildings and improvements
on such real property and the installation of machinery
and equipment of any and all kinds and other personal
properties deemed necessary in connection with a project,
as defined in the Act.
1.02 Proposed Project and Bonds. Representatives of
Northwestern National Bank o Minneapolis, (the Bank), a
national banking association, and Deltak Corporation, (the
Company), a Minnesota corporation, have proposed that the
City, acting under and prusuant to the Act, issue and sell
its $2,000,000 Industrial Development Revenue Bonds (Deltak
Corporation Project), (the Bonds) for the purpose of defraying
the costs of a project under the Act consisting of the construction
and equipping on lana within the City of an addition to the
Company's existing office and manufacturing facility (the
Project) (the existing office and manufacturing facility,
together with,the Project is hereinafter referred to as the
"Facilities").
1.03. Temporary Laon Under Section 474.07 of the_
Act. It has further been proposed that the City, to
provide funds immediately required to pay costs of the
Project, issue its Industrial Development Revenue Bonds
tDeltak Corporation Project), Series 1981, (the Temporary
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Bonds), in the principal amount of $2,000,000, pursuant to
Section 474.07 of the Act, the principal amount of the
Temporary Bonds to be paid at or prior to the maturity
thereof from proceeds of the Bonds when issued and
delivered to the purchaser thereof. Pursuant to the
proposal the proceeds of the Temporary Bonds will be
loaned by the City to the Company and the Company agrees
to make payments sufficient to pay the principal of and
interest on the Temporary Bonds, notwithstanding the fact
that it is anticipated that the Bonds will be issued at or
prior to the maturity of the Temporary Bonds and the
proceeds thereof used to pay the principal amount of the
Temporary Bonds. The City will grant a security interest
in certain revenues and payments to be received by the
City under the Loan Agreement (as hereinafter defined) to
a Trustee (as hereinafter defined). To further secure the
Temporary Bonds the Bank will issue an Irrevocable Letter
of Credit (as hereinafter provided) to the Trustee under
which it will agree to pay the principal of, premium, if
any, and six months interest on the Temporary Bonds upon
the terms therein provided.
1.04. Prior Approval. On February 26, 1981, this
Council fol ow ng a public hearing on the Project, duly
noticed and held on February 23, 1981 and February 26,
1981, adopted a resolution giving preliminary approval to
the Project and authorizing preparation of necessary
documents.
1.05. Documentation.
documents relating to—We
e
submitted to this Council
filed with the City Clerk:
Forms of the following
Project have been prepared and
and are hereby directed to be
(a) a Loan Agreement (the Loan Agreement), to be
dated as of June 1, 1981, proposed to be made and
entered into between the City and the Company;
(b) an Indenture of Trust (the Indenture), to be
dated as of June 1, 1981, proposed to be made and
entered into between the City and National City Bank
of Minneapolis, a national banking association, as
trustee (the Trustee);
(c) an Irrevocable Letter of Credit (the Letter
of Credit), proposed to be given by the Bank in favor
of the Trustee;
(d) a Disbursement Agreement (the Disbursement
Agreement), to be dated as of June 1, 1981, proposed
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to be made and entered into by and among the City, the
Company, the Bank, the Trustee and Title Insurance
Company of Minnesota (Title);
(e) a letter from the Bank designating the
original purchasers of the Temporary Bonds (the
Original Purchasers) and the principal amount of the
Temporary Bonds to be purchased by each of the
Original Purchasers; and
(f) a Private Offering Memorandum (the
Private Offering Memorandum), dated May 25,
1981.
Section 2. Findings.
It is hereby found, determined and declared that:
(a) the Project, as defined herein and in the
Loan Agreement, constitutes a project authorized by
Section 474.02, Subdivision la of the Act;
(b) the purpose of the Project is and the effect
thereof will be to promote the public welfare by
encouraging and retaining the location, retention and
development of economically sound industry and
commerce within the City so as to prevent, so far as
possible, the emergence of blighted and marginal lands
and areas of chronic unemployment; by promoting the
use of available resources of the community thereby
retaining the benefit of its existing investment in
educational and public service facilities; by
discouraging the movement of talented, educated
personnel of mature age to other areas, thus
preserving the economic and human resources needed as
a base for providing governmental services and
facilities; and by encouraging more intensive
development of land in the City to provide an adequate
and better balanced tax base to finance the increase
in the amount and cost of governmental services;
(c) the Project is to be located in the City, at
a site which is readily accessible to employees
residing within the City and the surrounding community;
(d) the Project when completed will add to the
tax base of the City and overlapping taxing
jurisdictions;
(e) the Project has been approved by the
Commissioner of Securities of the State of Minnesota,
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as tending to further the purposes and policies of the
Act;
(f) the financing of the Project, the
authorization of the Bonds in the principal amount of
$2,000,000, the issuance and sale of the Temporary
Bonds in the principal amount of $2,000,000, the
execution and delivery of the Loan Agreement, the
Disbursement Agreement and the Indenture and the
performance of all covenants and agreements of the
City contained in the Loan Agreement, the Disbursement
Agreement and the Indenture and of all other acts and
things required under the Constitution and laws of the
State of Minnesota to make the Loan Agreement, the
Disbursement Agreement, the Indenture and the
Temporary Bonds valid and binding obligations in
accordance with their terms, are authorized by the Act;
(g) it is desirable that a series of Industrial
Development Revenue Bonds in the amount of $2,000,000
be issued by the City upon the terms set forth in the
Indenture, under the provisions of which the City
grants to the Trustee a security interest in certain
revenues and payments to be received by the City under
the Loan Agreement as -security for the payment of the
principal, premium, if any, and interest on the
Temporary Bonds;
(h) the City will use its bes% efforts to issue
the Bonds pursuant to the Act in an amount and at such
time as is necessary to pay the principal amount of
the Temporary Bonds at or prior to the maturity
thereof; but the inability on the part of the City to
do so shall not affect the obligations of the Company
under the Loan Agreement or the Bank under the Letter
of Credit;
(i) the loan payments contained in the Loan
Agreement are fixed, and are 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 Temporary
Bonds issued under the Indenture when due; and the
Loan Agreement also provides that the Company is
required to pay all expenses of the operation and
maintenance of the Facilities, including, but without
limitation, adequate insurance thereon and insurance
against all liability for injury to personF-1 or
property arising from the operation thereof, and all
taxes and special assessments levied upon or with
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respect to the Facilities site and payable during the
term of the Loan Agreement;
(j) under the provisions of Section 474.10 of
the Act and as provided in the Loan Agreement and
Indenture, the Temporary Bonds are not to be payable
from nor charged upon any funds of the City other than
the revenues and payments pledged to the payment
thereof; the City is not subject to any liability
thereon and no holders of the Temporary Bonds shall
ever have the right to compel any exercise of the
taxing powers of the City to pay any of the Temporary
Bonds or the interest thereon nor to enforce payment
thereof against any property of the City, except the
revenues and payments under the Loan Agreement pledged
to the payment thereof; the Temporary Bonds shall not
constitute a charge, lien or encumbrance, legal or
equitable, upon any property of the City, except the
revenues and payments under the Loan Agreement pledged
to the payment thereof; each Note issued under the
Indenture shall recite that the Temporary Bonds,
including interest thereon, are payable solely from
the revenues and payments pledged to the payment
thereof; and no Temporary Bond shall constitute a debt
of the City within the meaning of any constitutional
or statutory limitation; provided, however, that
nothing contained in this paragraph (j) shall impair
the rights of the holders of the Temporary Bonds or
the Trustee to enforce covenants made for the security
of the payment of principal of, premium, if any, and
interest on the Temporary Bonds.
3. Authorization and Approval of the Pro
ement, Disbursement Aqreement. Indenture
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The City is authorized to provide for the acquisition,
construction and equipment of the Project and to grant a
security interest in certain revenues and payments -to be
received by the City under the Loan Agreement, all as
provided in the Loan Agreement, the Di. hu:.sement Agreement
and the Indenture. The forms of the Loan Agreement, the
Disbursement Agreement, the Indenture and the Letter of Credit
referred to in Section 1.05 are approved subject to such
modifications as are deemed appropriate and approved by
the City Attorney and the Mayor, which approval shall be
conclusively evidenced by execution of the Loan Agreement,
the Disbursement Agreement, the Indenture and the
Temporary Bonds by the Mayor and City Manager. The Mayor
and City Manager are directed to execute the Loan
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Agreement upon execution thereof by the Company, to
execute the.Disbursement Agreement upon execution thereof
by the Company, the Bank, the Trustee and Title, and to
execute the Indenture upon execution thereof by the
Trustee. Copies of all of the documents shall be
delivered, filed and recorded as provided therein. The
Mayor and City Manager are also authorized and directed to
execute such other instruments as may be required to give
effect to the transactions herein contemplated.
4. The Bonds and Temporary Bonds; Terms, Sale and
Execution.
4.01. Authorizatior. The City hereby authorizes the
issuance of the Bonds in the principal amount of
$2,000,000 and determines to defer the issuance of the
Bonds at this time and, in anticipation of the issuance of
the Bonds, the City shall issue its Temporary Bonds in the
form and upon the terms set forth in the Indenture and
this resolution. The Bonds shall bear such date or dates,
mature on such date or dates, be subject to redemption on
such date or dates, bear interest at such rate or rates
and be in such form as shall be determined by this Council
by subsequent resolution. The Temporary Bonds are hereby
sold to the Original Purchasers at a price equal to the
principal amount thereof.
4.02. Execution. The Mayor and City Manager are
hereby authorized and directed to execute the Temporary
Bonds as prescribed herein and in the Indenture and to
deliver them to the Trustee, together with a certified
copy of this resolution, the other documents required in
the Indenture, and such other certificates, documents and
instruments as may be appropriate to effect the
transaction herein contemplated. The Trustee is hereby
appointed authenticating agent pursuant to Minnesota
Statutes, Section 475.55, Subdivision 1.
4.03. Modifications, Absence of Officers. The
approval hereby given to the various documents referred to
above includes an approval of such modifications thereto,
deletions therefrom and additions thereto as may be
necessary and appropriate and approved by the City
Attorney and the Mayor 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 absence or disability of the Mayor, any of the
documents authorized by this resolution to be executed,
Resolution 0 81-335
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May be executed by the acting Mayor and in the absence or disability of
the City Manager by such officer of the City who, in the opinion of the
City Attorney, may execute suet documents.
Section 5. Authentication of Proceedings.
The Mayor, City Manager and City Clerk and other officers of the
City are authorized and directed to furnish to the Original Purchasers,
the Bank and bond counsel certified copies of all proceedings and records
of the City relating to the Temporary Bonds, and such other affidavits
and certificates as may be required to show the facts relating to the
legality and marketability of the Temporary Bonds as such facts appear
from the books and records in the officer's custody and control or as
otherwise known to them; and all such certified copies, certificates
and affidavits, including any heretofore furnished, shall constitue
representations of the City as to the truth of all statements contained
therin.
Section 6. Private Offering Memorandum.
The City hereby consents to the distribution of the Private Offering
Memorandum by the Bank to the Original Purchasers. The City has not
participated in the preparation of the Private Offering Memorandum and
has made no independent investigation with respect to the information
contained therein or in the appendices thereto, and the City assumes no
responsibility for the sufficiency, accuracy or completeness of such
information.
Section 7. Statement of Election.
The principal amount of the Temporary Bonds being in excess of
$1,000,000, the City Manager is hereby authorized and directed on behalf
of the City to execute and file with the Internal Revenue Service a
statement of election to issue its obligations in excess of $1,000,000
as provided by Section 103(b) (6) (D) of the Internal Revenue Code of
1954, as amended, and Section 1.103(b) (2) (vi) of the Regulations
promulgated thereunder.
The ?notion for the adoption of the foregoing Resolution was duly seconded
b , and upon vote being taken thereon, the
fol Owing wte 1n favor thereof: -8cting Mayor Neils, Councilmembers Ho t,
Me roildwing voted against or abstained:
Whereupon the Resolution was declared duly pass tiff.
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