HomeMy WebLinkAboutCity Council Resolution 1983-072C Tr OF ol:YMEa1,iTlI
{ir It #t iko guE call end notice thereof, s regular oeeting .of the City Council
the City of Plymouth, Minnesota, was he "on—" Wit_ h, ,day of Februar ,
19""' Sc83, The following members were present:Mayor Davenport, Counc mein rs en
"hneider and Threinen _
were
yet r,►* f:�
Councilmember Schneider introduced the following Resolution and moved its
adoption:
RESOLUTION NO. 83-72
AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER
THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER SECURED
BY PAYMENTS UNDER FIRST MORTGAGE NOTES OF DELTAK CORPORATION TO BE ISSUED UNDER
A LOAN AGREEMENT AND AUTHORIZING THE EXECUTION OF DOCUMENTS
BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the City),
as follows:
Section 1. Authorization and Recitals.
1.01. General Authority. 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 instal-
lation of machinery and equipment of any and all kinds and any other personal pro-
perties deemed necessary in connection with a project, as defined in the Act.
1.02 Series 1916 Bonds. The City has heretofore issued its Industrial Devei-
opfient Revenue Bonds a tak Corporation Project), Series 1976, dated as of Me 11
1976, in the aggregate principal amount of $1,500,000 (the "Series 1976 Bonds"I,
for the purpose of financing the cost of a project under the Act consisting of the
acquisition of land within the City (the "Land") and the construction of an office
and manufacturing facility thereon (the "Building"), by Deltak Corporation, a
Minnesota corporation (the "Company"), pursuant to an Indenture of Trust, dated as
of May 1, 1976 (the "Original Indenture"), between the City and Northwestern National
Bank of Minneapolis, as Trustee (the "Trustee"). The proceeds of the Series 1976
Bonds were loaned by the City to the Company, pursuant tJ a Loan Agreement, dated
as of May 1, 1976 (the "Original Agreement"), between the City and the Company,
and the Company issued its First Mortgage Note, Series 1976, dated as of May 1,
1976, to the City, in the aggregate principal amount of $1,5000,000 ;.he "Series
1976 Mortgage Note"), under which the Company is obligated to make payments suffi-
cient to pay the principal of, premium, if any, and interest on the Series 1976
Bonds. To secure the payment on the Series 1976 Mortgu-ge Note the Company has
granted to a mortgage on the Land and Building pursuant to a Mortgage Indenture,
dated May 10, 1976 (the "original Mortgage"). The Original Mortgage has been
assigned by thy City to the Trustee pursuant to an Assignment, dated May 12, 1976.
1.03. Series 1981 Bonds. The City has heretofore issued its Industrial
Developmenteves nueBoo^nds(Deltrk Corporation Project), Series 1981 dated as of
June 1, 1981, in the principal amount of $2,000,000 (the "Series 1981 Bonds"),
for the purpose of financing temporily the cost of a project under the Act con-
sisting of the construction of an addition to the Building (the "Project").
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The Land and the Building, as improved by the Project, are hereinafter referred to
as the "Facilities". The proceeds of the Series 1981 Bonds were loaned by the City
to the Company and the Series 1981 Bonds presently outstanding in the principal
amount of $2,000,000 and matures on June 1, 1983. The Series 1981 Bonds were issued
to effect a tmeporary loan under the provisions of Minnesota Statutes, Section 474.
07, in order to provide funds immediately needed for the Project and the City has
covenanted that it will take all such actions as is necessary to issue bonds pur-
suant to the Act in an amount and at such times as is necessary to pay the principal
amount of the Series 1981 Bonds at or before the maturity thereof.
1.04. Proposed Project and Bonds. Dougherty, Dawkins, Strand 6 Yost Incor-
porated, of neapolls, Minnesota the "Underwriter") and representatives of the
Company have proposed that the City, acting under and pursuant to the Act, issue and
sell to the Underwriter, an additional series of bonds, pursuant to Section 3-5 of
the Original Indenture, designated as its Industrial Development Revenue Bonds
(Deltak Corporation Project), Series 1983, dated as of February 1, 1983, in the
principal amount of $2,000,000 (the "Series 1983 Bonds"), the proceeds of which are
to be used for the purpose of paying the principal of the Series 1981 Bonds at or
before the Maturity thereof. The Series 1983 Bonds will be issued pursuant to the
Original Indenture, as supplemented by a First Supplemental Indenture of Trust, dated
as of February 1, 1983 (the "Supplemental Indenture"), between the City and the
Trustee (the Original Indenture, as so supplemented is hereinafter referred to as the
("Indenture"). The proceeds of the Series 1983 Bonds will be loaned by the City to
the Company pursuant to the Original Agreement, as amended by a First Amendment to
Loan Agreement, dated as of February 1, 1983 (the "Amendment to Loan Agreement").
between the City and the Company (the Original Agreement, as so amended is here in -
after referred to as the "Agreement"). The Company will issue its First Mortgage
Note, Series 1983, dated as of February 1, 1983, to the City in the aggregate
principal amount of $2,000,000 (the Series 1976 Note and The Series 1983 Note are
hereinafter referred to as the "Mortgage Notes"). To secure payment on the Mort-
gage Notes the Original Mortgage will be supplemented by a First Supplemental
Mortgage Indenture, dated as of February 1, 1983 (the "Supplemental Mortgage"),
from the Company to the Trustee (the Original Mortgage, as so supplemented is here-
in after referred to as the "Mortgage").
1.05 Prior Aeproval. On February 26, 1981, this Council following a public
hearing on t—fiee Ido ect, duly noticed and held on February 23, 1981 and February 26,
1981, adopted a resolution giving preliminary approval to the Project and on June 1.
1981. this Council adopted a resolution authorizing the issuance of the Series 1981
Bonds and the execution of documents relating thereto.
1.06 Documentation. Forms of the following documents relating to the Project
and the Bons have been prepared and submitted to this Council and are hereby
directed to be filed in the office of the City Clerk:
(a) the Amendment to Loan Agreemnt;
(b) the Supplemental Indenture;
(c) the Supplemental Mortgage;
(d) a Bond Purchase Agreement (the "Bond Purchase Agreement"),
proprosed to be made and entered into by and between the Underwriter,
the City and the Company; and
(e) a Preliminary Official Statement (the "Preliminary Official
Statement"), dated January 21, 1983.
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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 1 of the Act;
(b) the purpose of the Project was 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 adds to the tax base of the City
and overlapping taxing jurisdictions;
(d) 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;
(e) the financing of the Project, the
authorization of the Series 1983 Bonds in the
principal amount of $2,000,000, the execution and
delivery of the Amendment to Agreement, the
Supplemental Indenture and the Bond Purchase Agreement
and the performance of all covenants and agreements of
the City contained in the Agreement, the Indenture and
the Bond Purchase Agreement and of all other acts and
things required under the Constitution and laws of the
State of Minnesota to make the Loan Agreement, the
Indenture and the Bond Purchase Agreement and the
Series 1983 Bonds valid and binding obligations in
accordance with their terms, are authorized by the Act;
-
$3_72
Iwso)ution #
Page 4
(f) 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 provisicus of which the City
assigns the Series 1983 Mortgage Note to the Trustee
as security for the payment of the principal, premium,
if any, and interest on the Series 1983 Bonds;
(g) the payments provided in the Mortgage Notes
and the 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
bonds issued under the Indenture when due; and the
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 persons or property arising
from the operation thereof, and all taxes and special
assessments levied upon or with respect to the Land
and payable during the term of the Agreement; and
(h) under the provisions of Section 474.10 of
the Act and as provided in the Agreement and
Indenture, the Series 1983 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 Series 1983 Bonds shall
ever have the right to compel any exercise of the
taxing powers of the City to pay any of the Series
1983 Bonds or the interest thereon nor to enforce
payment thereof against any property of the City,
except the revenues and payments under the Agreement
pledged to the payment thereof; the Series 1983 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 Agreement
pledged to the payment thereof; each Series 19+83 Bond
issued under the Indenture shall recite that the
Series 1983 Bonds, including interest thereon, are
payable solely from the revenues and payments pledged
to the payment thereof: and no Series 1983 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 (h)
shall impair the rights of the holders of the Series
1983 Bonds or the Trustee to enforce covenants made
Resolution #$3"7�
Page 5
for the security of the payment of principal of,
premium, if any, and interest on the Series 1983 Bonds.
3. Approval of Documents.
The forms of the Amendment to Agreement, the
Supplemental Indenture, the Supplemental Mortgage and the
Bond Purchase Agreement referred to in Section 1.06 hereof
are approved subject to such modifications as are deemed
appropriate and approved by the City Attorney and the City
Manager, which approval shall be conclusively evidenced by
execution of the Amendment to Agreement, the Supplemental
Indenture, the Bond Purchase Agreement and the Series 1983
Bonds by the Mayor and City Manager. The Mayor and City
Manager are directed to execute the Amendment to Agreement
upon execution thereof by the Company, to execute the
Supplemental Indenture upon execution thereof by the
Trustee and to execute the Bond Purchase Agreement upon
execution thereof by the Underwriter and the Company.
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 Series 1983 Bonds; Terms, Sale and
Execution.
4.01. Authorization. The City hereby authorizes the
issuance of the Series 1983 Bonds in the principal amount
of $2,000,000 in the form and upon the terms set forth in
the Indenture and this resolution. The Series 1983 Bonds
are hereby sold to the Underwriter at the price and upon
the terms contained in the Bond Purchase Agreement.
4.02. Execution. The Mayor and City Manager are
hereby authorized and directed to execute the Series 1983
Bonds as prescribed herein and in the Indenture and to
deliver them to the Trustee, together with a certified
copy of this resolution, the ether 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
'Resolution #83-72
hoe 6
necessary and appropriate and approved by the City
Attorney and the City Manager 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,
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 such
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 Underwriter and bond counsel certified
copies of all proceedings and records of the City relating
to the Series 1983 Bonds, and such other affidavits and
certificates as may be required to show the facts relating
to the legality and marketability of the Series 1983 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
constitute representations of the City as to the truth of
all statements contained therein.
Section 6. official Statement.
The City hereby consents to the distribution of the
Preliminary Official Statement and an Official Statement
in substantially the form of the Preliminary.Official
Statement by the Underwriter to potential purchasers of
the Series 1983 Bonds. The City assumes no responsibility
for the sufficiency, accuracy or completeness of such
information therein.
Section 7. Statement of Election.
The principal amount of the Series 1983 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
Resolution I83-72
Pale 7
Revenue Cod of 1954, as amended, and Section 1.103(b) (2)(vi) of the Regulations
promulgated thereunder.
Passed and Adopted this 7th day of February, 1983.
Mayor
Attest:
City Clerk
7hO motion for the adoption of the foregoing Resolution was duly seconded
fool Councilmember Moen and � vote beim tai�tn ti,e
W awr reo : Mayor Davenport, unc member dnt,he
!,_,eider and Threinen
11 ADO w+aavwaiia ♦V{rC¢ i u o ata
Whereupon the Resoiutfon was declared duly pas •
A•R A•R
RR!
I .
CERTIFICATION OF MINUTES RELATING TO
INDUSTRIAL DEVELOPMENT REVENUE BONDS
Issuer: City of Plymouth, Minnesota
Governing Body: City Council
Kind date, time and place of meeting: A regular meeting held on February 7, 1983,
at 1:30 o'clock p m. at the City Hall.
Members present:
Mayor Davenport, Councilmembers Moen, Schneider b Threinen
Members abxent: Councilmember Neils
Documents Attached:
Minutes of said meeting (pages): 1 through 7, including:
RESOLUTION NO. 83 - 72
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS
UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER
SECURED BY PAYMENTS UNDER FIRST MORTGAGE NOTES OF DELTAK CORPORATION ISSUED UNDER
A LOAN AGREEMENT, AND AUTHORIZING THE EXECUTION OF DOCUMENTS
I, the undersigned, being the duly qualified and acting recording officer of
the public corporation issuing the obligations referred to in the title of this
certificate, certify that the documents attached hereto, as described above, have
been carefully compared with the original record of said corporation in my legal
custody, from which they have been transcribed; that said documents are a correct
and complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far
as they relate to said obligations; and that said meeting was duly held by the
governing body at the time and place and was attended throughout by the members
indicated above, pursuant to call and notice of such meeting given as required by
law.
WITNESS my hand officia111y as such recording officer this day of
February, 1983.
Signature
Laurie Houk City Clerk
name and Title
(seal )