HomeMy WebLinkAboutCity Council Resolution 1982-043EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, HENNEPIN COUNTY, MINNESOTA
Pursuant to due call and notice hereof, a regular meeting of the
City Council of the City of Plymouth was duly held on Monday, the 18th
day of January, 1982, commencing at 7:30 o'clock p.m., C.T.
The following members of the Council were present: Mayor Davenport,
Councilmembers Hoyt, Moen, Schneider and Threinen
and the following were absent: none
Councilmember Moen introduced the following
resolution and moved its adoption.
RESOLUTION NO. 82-43
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
$350,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS
(LINHEN PROJECT; BIG BEAR CONSTRUCTION, INC., LESSEE) SERIES 1982
PURSUANT TO MINNESOTA STATUTES, CHAPTER 474
WHEREAS, the City of Plymouth (the "City") is authorized by the
Minnesota Municipal Industrial Development Act, 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 any other personal properties deemed necessary in connection with
a project, as defined in the Act; and
WHEP.EAS, the City has made the necessary arrangements with Linhen
(the "Company"), a Minnesota general partnership, for the construction
of a project consisting of the acquisition of land and the construc-
tion thereon of a plant and office facility to be leased to Big Bear
Construction, Inc., a Minnesota corporation (the "Tenant"), to be used
in connection with Tenant's business of the restoration of residential
and commercial structures and property after casualty (the "Project"),
which will be of the character contemplated by and will accomplish the
purposes provided by the Act; and
WHEREAS, it has been determined that bonds in the principal
amount of $350,000 should be issued, sold and delivered to provide
proceeds for a loan to be made to the Company to pay a part or all of
the cost of the Project; and
NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of
Plymot,th. Minnesota, as follows:
ARTICLE ONE
DEFINITION, EXHIBITS AND GENERAL PROVISIONS
Section 1-1. Definitions. In this Resolution the following
terms have the following respective meanings unless the context hereof
clearly requires otherwise:
Act: the Minnesota Municipal Industrial Development Act, Minne-
sota Statutes, Chapter 474, as amended;
Bondholder: the Holder of any Outstanding Bond;
Bond: the Industrial Development Revenue Bond (Linhen Project;
Big Bear Construction, Inc., Lessee) Series 1982 in the aggregate
principal amount of $350,000, to be issued by the City pursuant to
this Resolution, sometimes referred to herein as "the Series 1982
Bond";
Bond Register: the register maintained by the City pursuant to
Section 2-14 hereof;
City: the City of Plymouth, Minnesota, its successors and
assigns;
Code: the Internal Revenue Code of 1954, as amended;
Compare: Linhen, a Minnesota general partnership, and its suc-
cessors and assigns, and any surviving, resulting or transferee entity
which may assume its obligations in accordance with the provisions of
the Agreement;
Cost: the sum of the Project cost items enumerated in Section
4.04 of the Loan Agreement;
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Fully Registered Bond: any Bond registered as to payment of both
principal and interest;
Holder: when used with respect to any Registered Bond, the
Registered Holder thereof;
Lease: the lease of the Project from Company to Tenant, dated as
of January 1, 1982.
Loan Agreement: the Loan and Bond Purchase Agreement dated as
of January 1, 1982, between the City, the Bank and the Company and any
amendments or supplements thereto;
Mortgage: that certain Combination Mortgage, Security Agreement
and Fixture Financing Statement by the Company to the Bank;
Payment Date: a date on which an installment of interest or of
principal and interest is due on the Series 1982 Bond;
Pledge Agreement: the Pledge Agreement by which the City assigns
to Purchaser its rights under the Loan Agreement as security for the
Bond;
Purchaser: Summit State Bank of Bloomington, Bloomington,
Minnesota, (sometimes referred to as "the Bank");
Registered Bond: any Fully Registered Bond;
Resolution: this Resolution, including any amendment thereto;
Registered Holder: the person in whose name a Registered Bond is
registered in the Bond Register;
Tenant: Big Bear Construction, Inc., a Minnesota corporation.
Section 1-2. Rules of Interpretation.
(1) This Resolution shall be interpreted in accordance with and
governed by the laws of the State of Minnesota.
(2) The words "herein" and "hereof" and "hereunder" and words of
similar import, without reference to any particular section or subdi-
vision, refer to this Resolution as a whole rather than to any partic-
ular section or subdivision hereof.
(3) References in this Resolution to any particular article,
section or subdivision hereof are to the designated article, section
or subdivision of this Resolution as originally adopted.
(4) Any terms not defined her, but defined in the Loan Agree-
ment or the Mortgage shall have the same meaning herein unless the
context hereof requires otherwise.
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(5) The headings of articles and sections hereof are for con-
venience only and are not a part of this Resolution.
(b) Unless the context hereof clearly requires otherwise, the
singular shall include the plural and vice versa and the masculine
shall include the feminine and vice versa.
ARTICLE TWO
APPROVAL OF DOCUMENTS: GENERAL PROVISIONS
RELATING TO THE BOND
Section 2-1. Authorization. The City is authorized by the Act
to issue revenue bonds and loan the proceeds thereof to business
enterprises to finance the acquisition and construction of "projects"
as defined in the Act, and to make all contracts, execute all instru-
ments, and do all things necessary or convenient in the exercise of
such authority.
Section 2-2. Preliminary City Approval: Approval by Commission-
er of Securities. By resolution duly adopted by this Council on
August 17, 1981, the Council gave preliminary approval to the sale of
revenue bonds and the loan of proceeds to the Company for the con-
struction of the Project, and authorized the preparation of such
documents as may be appropriate to the Project and the issuance and
sale of the Bonds. The Commissioner of Securities and Real Estate of
the State of Minnesota approved the Project on November 12, 1981.
Section 2-3. Approval of Documents. Pursuant to the above,
there have been prepared and presented to this Council copies of the
following documents, all of which are now, or shall be placed on file
in the office of the City Clerk, and which are approved substantially
in the form presented, subject to such modifications as are acceptable
to the parties and the City Attorney:
(a) the Loan Agreement;
(b) the Pledge Agreement;
(c) the Mortgage;
(d) the Guaranty;
(e) the Disbursing Agreement;
(f) the Lease; and
(g) the Assignment of Rents and Leases.
Section 2-4. Form and Authorized Amount. The Bond shall be
issued substantially in the form set forth in Exhibit 1 attached to
and made a part of this resolution, with such appropriate variations,
omissions and insertions as are permitted or required by this Reso-
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lution, and in accordance with the further provisions of this Article
and Article Three. The total principal amount of the Bond to be
delivered hereunder is expressly limited to $350,000.
Section 2-5. Execution. The Bond may be in typewritten form and
shall be executed on behalf of the City by the manual signatures of
the Mayor and City Manager and shall have the official seal of the
City affixed or imprinted thereon. In case any officer whose sig-
nature appears on the Bond shall cease to be such officer before the
delivery of the Bond, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if he had remained in office
until delivery.
Section 2-6. Mutilated, Lost and Destroyed Bond. In case the
Bond shall become mutilated or be destroyed or lost, the City shall,
if not then prohibited by law, cause to be executed and delivered, a
new Bond of like amount, number, maturity date and tenor in exchange
and substitution for and upon cancellation of such mutilated Bond or
in lieu of and in substitution for such Bond destroyed or lost, upon
the Holder's paying the reasonable expenses and charges of the City in
connection therewith, and, in case of a Bond destroyed or lost, his
filing with the City evidence of such loss or destruction satisfactory
to it together with the indemnity required by Section 475.70 of the
Act. If the mutilated, destroyed or lost Bond has already matured or
been called for redemption in accordance with its terms it shall not
be necessary to issue a new Bond prior to payment.
Section 2-7. Optional Redemption. The Bond is not subject to
prior redemption and prepayr„eat.
Section 2-8. [Intentionally Left Blank.]
Section 2-9. [Intentionally Left Blank.]
Section 2-10. Exchange of Bonds. Subject to the provisions of
Section 2-13, the registered holder of the Bond may request the City
to issue new bonds in exchange for the outstanding principal amount of
the Bond in multiples of $1,000. Such request shall be made in writ-
ing to the City at least fifteen (15) days in advance of the date of
exchange, which date shall be a Payment Date and upon surrender of the
Bond to be exchanged at the office of the City Clerk in Plymouth,
Minnesota. The Purchaser requesting such exchange shall bear all
expenses in connection with such exchange. The new bonds shall bear
interest at the same rate as the Bond to be exchanged and shall be in
an aggregate principal amount equal to the then unpaid principal
amount of such Bond, maturing serially and annually in the same
amount, and on the same dates as the unpaid installments of principal
of the Bond and shall be in such form, and with necessary modifi-
cations thereto as shall be approved by the City Attorney and bond
counsel to the City.
Section 2-11. Cancellation. When the Bond has been redeemed and
paid in full, it shall be cancelled by the City and shall not be
reissued. The Holder shall deli,ier to the City either the cancelled
Bond or a certificate of a responsible officer of the Holder certi-
fying as to the destruction thereof.
Section 2-12. Registration: Securities Act. The Bond has not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws for initial
distribution, and the Bond has been sold initially only to the Bank
pursuant to the investment representation of the Bank as Purchaser.
Section 2-13. Registration if Transfer. The City will cause to
be kept at the office of the City Clerk a Bond Register in which,
subject to such reasonable regulations as it may prescribe, the City
shall provide for the registration of transfers of ownership of the
Bond. The Bond shall be transferable only upon the Bond Register by
the the Registered Holder thereof in person or by its attorney duly
authorized in writing, upon surrender of the Bond together with a
written instrument of transfer satisfactory to the Clerk and the City
Attorney, duly executed by the Registered Holder or its duly author-
ized attorney. Upon such transfer the City shall note the date of
registration and the name and address of the new registered owner in
the Bond Register and in the registration blank appearing on the Bond.
Alternatively, the City shall, at the request and expense of the
registered Holder, issue a new Bond in aggregate outstanding principal
amount equal to that of the bond surrendered, and of like tenor except
as to principal amount, and registered in the name of the registered
Holder or such transferee as may be designated by the registered
Holder. The City may deem and treat the person in whose name the Bond
is last registered in the Bond Register and by notation on the Bond as
the absolute owner thereof, whether or not the principal balance or
any part thereof is overdue, for the purpose of receiving payment of
or on account of the principal balance, redemption price or interest
and for all other purposes. The Bond shall be initially registered in
the name of the Bank.
Section 2-14. Cessation and Continuation of Interest. Interest
on the Bond shall cease on its payment in full. If the Bond is not
presented for payment when due, and if funds sufficient to pay the
Bond shall have been paid to the Holder, (i) all liability of the City
for payment of the Bond shall forthwith cease and (ii) the Holder of
the Bond shall thereafter have no rights with respect thereof except
to receive payment therefor.
ARTICLE THREE
AUTHORIZATION AND SALE: TERMS AND
CONDITIONS OF THE BOND
Section 3-1. Approval of Terms. The City shall forthwith issue
and sell the Bond in the principal amount of $350,000. The Bond shall
be in substantially the form set forth hereto in Exhibit 1, which
terms and provisions are hereby approved and incorporated herein.
Principal and interest shall be payable at the Summit State Bank of
Bloomington, 1551 East 78th Street, Bloomington, Minnesota 55420.
Section 3-2. Sale of Series 1982 Bond. The offer of the Bank to
purchase the Series 1982 Bond at a price of $350,000 in accordance
with the terms of the Loan Agreement is hereby found to be reasonable
and is accepted. Pursuant to the Loan Agreement the Bank has agreed
to pay the purchase price of the Bond in installments in the form of
Advances to the City up to the authorized principal amount of the Bond
to be loaned to the Company to pay Project Costs all as provided in
Article III of the Loan Agreement and in this Resolution.
Section 3-3. Delivery of the Bond. The Bond shall be delivered
to the Bank upon payment of all or part of the purchase price on the.
Closing Date as defined in the Loan Agreement, and upon compliance'
with all conditions of Section 3.06 of the Loan Agreement relating to
closing and delivery.
ARTICLE FOUR
APPROVALS AND AUTHORIZATION: LIMITATIONS OF
CITY OBLIGATION
Section 4-1. Authorization: Authentication of Transcript. Upon
the execution of the documents approved in Article Two hereof, the
Mayor, and City Manager and City Clerk are authorized and directed to
execute the Bond on behalf of the City and to deliver it to the Bank,
and to execute such other certifications, documents or instructions as
may be required by the Loan Agreement, or as bond counsel or counsel
for the Bank shall require, subject to the approval of the City
Attorney, and all such certifications, recitals and representations of
the City, including any heretofore furnished, shall constitute a
representation of the City as to the accuracy of all statements con-
tained therein. Upon delivery of the Bond, the proceeds thereof shall
be disbursed to the Company pursuant to the Loan Agreement. Execution
of any instrument or document by one or more appropriate officers of
the,: City shall constitute, and shall be deemed the conclusive evidence
of, the approval and authorization by the City and the Council of the
instrument or document so executed. In the event of the absence or
disability of the Mayor, City Manager, or City Clerk, such officers of
the City as, in the opinion of the City Attorney, may act in their
behalf, shall without further act or authorization of the Council Flo
all things and execute all instruments and documents required to be
done or executed by such absent or disabled officials.
Section 4-2. Registration Records. The City Clerk, as bond
registrar, shall keep a bond register in which the City shall provide
for the registration of the Bond and for transfers of the Bond. The
principal of and interest on the Bond shall be paid to the Bank for
the account of the Holder entitled thereto in Federal or other immedi-
ately available funds. The City Clerk is authorized and directed to
deliver a certified copy of this Bond Resolution to the Director of
Property Taxation of Hennepin County, together with such other infor-
mation as said Director may require, and to obtain the certificate of
the said Director as to entry of the Bond on his bond register as
required by the Act and Minnesota Statutes, Section 475.63
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Section 4-3. Limitation of the City's Obligations. Notwith-
standing anything contained in the Bond or the Loan Agreement or any
other documents relating thereto, the Bond shall not constitute a debt
of the City within the meaning of any constitutional or statutory
limitation, and shall not be payable from or charged upon any funds
other than the revenue pledged to the payment thereof, and the City
shall not be subject to any liability thereon, and no holder of the
Bond shall ever have the right to compel any exercise of the taxing
power of the City to pay the Bond or the interest thereon, or to
enforce payment thereof against any property of the City, and the Bond
shall not constitute a charge, lien or encumbrance, legal or
equitable, upon any property of the City. The agreement of the City
to perform the covenants and other provisions contained in the Bond
and the Loan Agreement shall be subject at all times to the availabil-
ity of revenues furnished by the Company sufficient to pay all costs
of such performance or the enforcement thereof, and neither the City
nor any of its officials, officers, agents or employees shall be
subject to any personal liability thereon.
Section 4-4. Execution and Delivery. The Mayor, the City Man-
ager, the City Clerk and the City Attorney are authorized and directed
to take all actions necessary to carry out the provisions of this
Resolution relating to the execution and delivery of the documents
described herein.
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember Threinen
and upon vote being
taken thereon, the following voted in favor thereof: Mayor Davenport,
Councilmembers Hoyt, Moen, Schneider and Threinen
and the following voted against: none
whereupon said resolution was declared duly passed and adopted.
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