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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, RRR RRR CuQcilmember Hoyt introduced the following Resolution and moved its adoption: RESOLUTION NO. 81-335 RRA 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 81-335 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 -2- 81-335 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, -3- Res. No. 81-335 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 -4- Res. No. 81-335 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 [dw•7 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 -5- Res. No. 81-335 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 . Page 7 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. ARR RAR RAR