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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"). 1-72 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. -72 - 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 )