HomeMy WebLinkAboutCity Council Resolution 1985-991RESOLUTION NO. 85-991
RESOLUTION AUTHORIZING THE ISSUANCE OF
THE CITY'S $2,500,000 INDUSTRIAL DEVELOP-
MENT REVENUE NOTE (TURCK MULTIPROX, INC.
PROJECT)
BE IT RESOLVED by the City Council of the City of
Plymouth, Minnesota, as follows:
Section 1. Definitions.
1.01. In this Resolution the following terms have the
following respective meanings:
"Act" means the Minnesota Municipal Industrial
Development Act, Minnesota Statutes, Chapter 474, as
amended;
"Agreement" means the Loan Agreement, dated as of
December 1, 1985, between the City and the Borrower;
"Assi =ent" means the Assignment of Rents and
• Leases, dated as of December 1, 1985, given by the Bor-
rower in favor of the Lender;
"Borrower" means Turck Multiprox, Inc., a Minnesota
corporate—'on, Its successors and permitted assigns;
"Building" means the Building as defined in the
Agreement;
"City" means the City of Plymouth, Minnesota, its
successors and assigns;
"Costs of Construction" means those costs defined
as Costs of Construction in the Agreement;
"Disbursement Agreement" means the Disbursement
Agreement, datedas of December 1, 1985, by and between
the City, the Borrower and the Lender;
BE i ment" means the Equipment as that term is
define in t e Agreement;
"Holder" means the Lender and any subsequent
owner(s) o–the Note;
- 1 -
"Land" means the real property described in the
Mortgage;
"Lender" means National City Bank of Minneapolis,
in Minneapolis, Minnesota, its e!iccessors and assigns;
"Mor��tcca,ge�e" means that certain Mortgage, Security
Agreements Fixture Financing Statement, dated as of
December J., 1985, given by the Borrower in favor of the
Lender;
"Note" means the $2,500,000 pzincipal amount In-
dustri—af—Development Revenue Note (Turck Multiprox, Inc.
Project), dated as of the date of delivery thereof,
issued by the City to the Lender pursuant to the Reso-
lution;
"Pled e Agreement" means the Pledge Agreement,
dated as o December 1, 1985, between the City and the
Lender;
"Project" means the Land, the Building and the
Equipment to be acquired, constructed, and installed;
"Resolution" means this resolution of the City
Council.
Section 2. Findings.
2.01. I't is ht_ eby found and declared that:
(a) based upon representations made to the City by
representatives of the Borrower as to the nature of the
Project as described in the Agreement, the Project con-
stitutes a project authorized by the Act;
(b) the purp^se of the Project is and the effect
thereof shall be to promote the public welfare by the
attraction, encouragement, and development of economic-
ally sound industry and commerce so as to prevent the
emergence of or to rehabilitate, so far as possible,
blighted and marginal lands and areas of chronic un-
employment, the retention of industry to use the avail-
able resources of the community in order to retain the
benefit of its existing investment in educational and
public service facilities, halting the movement of tal-
ented, educated personnel of mature age to other areas
and thus preserving the economic and human resources
needed as a base for providing governmental services and
facilities and more intensive development of land avail-
able in the community;
OWM
(c) the financing of the Project, the issuance and
sale of the Note, the execution and delivery of the
Agreement, the Pledge Agreement, and the Disbursement
Agreement, and the performance of all covenants and
agreements of the City contained in the Note, the Agree-
ment, the Pledge Agreement, and the Disbursement Agree-
ment and of all other acts and things required under the
Constitution and laws of the State of Minnesota to make
the Note, the Agreement, the Pledge Agreement, and the
Disbursement Agreement valid and binding obligations of
the City in accordance with their teras are authorized
by the Act;
(d) it is desirable that the Note in the principal
amount of $2,500,000 be issued by the City upon the
terms set forth herein and that the City pledge its
interest in the Agreement and grant a security interest
therein to the Lender as security for the payment of the
principal of, premium, if any, and interest on the Note;
(e) the Loan Repayments provided in 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 the princi-
pal of, premium, if any, and interest on the Note when
due, and the Agreement also provides that the Borrower
is required to pay all expenses of the operation and
maintenance of the Land and the Project, including, but
not limited to, adequate insurance thereon and all taxes
and special assessments levied upon or with respect to
the Land and payable during the term of the Agreement;
(f) under the provisions of Minnesota Statutes,
Section 474.10, the Note is not to be payable from nor
charged upon any funds of the City other than the reve-
nue pledged to the payment thereof; the City is not
subject to any liability thereon= no Holder of the Note
shall ever have the right to compel any exercise of the
taxing power of the City to pay the Note or the interest
thereon nor to enforce payment thereof against any pro-
perty of the City; the Note, premium, if any, and in-
terest thereon shall not constitute an indebtedness of
the City within the meaning of any constitutional, or
statutory limitation and shall not constitute or give
rise to a pecuniary liability of the City or a charge
against its general credit or taxing powers and shall
not constitute a charge, lien, or encumbrance, legal or
equitable, upon any property of the City other than its
interest in the Project;
(g) the execution and delivery of the Note, the
Agreement, the Pledge Agreement, and the Disbursement
- 3 -
Agreement shall not conflict with or constitute, on the
part of the City, a breach of or a default under any
existing agreement, indenture, mortgage, lease, or other
instrument to which the City is subject or is a party or
by which it is bound; provided that this finding is made
solely for the purpose of estopping the City from deny-
ing the validity of the Note, the Agreement, the Pledge
Agreement, or the Disbursement Agreement by reason of
the existence of any facts contrary to this finding;
(h) no litigation is pending or, to the best know-
ledge of the members of this City Council, threatened
against the City questioning the organization or boun-
daries of the City or the right of any officer of the
City to hold his or her office or in any manner ques-
tioning the right and power of the City to execute and
deliver the Note or otherwise questioning the validity
of the Note or the execution, delivery, or validity of
the Agreement, the Pledge Agreement, or the Disbursement
Agreement or questioning the pledge of revenues to pay-
ment of the Note or the right of the City to loan the
proceeds of the Note to the Borrower;
(i) all acts and things required under the Consti-
tution and the laws of the State of Minnesota to make
the Note, the Agreement, the Pledge Agreement, and the
Disbursement Agreement the valid and binding obligations
of the City in accordance with their terms shall have
been done upon adoption of this Resolution and execution
of the Note, the Agreement, the Pledge Agreement and the
Disbursement Agreement;
(j) the City, a municipal corporation and poli-
tical subdivision of the State of Minnesota, is duly
organized and existing under the Constitution and the
laws of the State of Minnesota and is authorized to
issue the Note in accordance with the Act; and
(k) the City shall allocate $2,500,000 of its
bonding authority to the issuance of the Note and fur-
ther certifies that the allocation of bonding authority
to the Note was not made in consideration of any bribe,
gift, gratuity, or direct or indirect contribution to
any political campaign. The foregoing allocation of
$2,500,000 of bonding authority shall be composed of
$665,959 of the City's 1985 entitlument allocation and
$1,834,041 of the 1985 entitlement allocation of the
City of Golden Valley, Minnesota, as transferred to the
City pursuant to a certain joint powers agreement be-
tween the Cities of Plymouth and Golden Valley, dated
September 18, 1985.
- 4 -
Section 3. Authorization and Sale.
4W 3.01. Authorization. The City is authorized by the Act
to issue revenue bonds and loan the proceeds thereof to
business enterprises to finance the acquisition, construc-
tion, and installation of facilities constituting a "proj-
ect," as defined in the Act, and to make all contracts,
execute all instruments, and do all things necessary or con-
venient in the exercise of such authority.
3.02. Preliminary City Approval. By resolution duly
adopted by the City council on September 9, 1985, after a
public hearing held on that date, this City Council gave
preliminary approval to financing the the acquisition, con-
struction, and installation of the Project through the issu-
ance of the Note.
3.03. Approval of Documents. Pursuant to the fore-
going, there have been prepared and presented to the City
Council copies of the following documents, all of which are
now or shall be placed on file in the office of the City
Clerk:
(a) the Agreement;
(b) the Mortgage and the Assignment;
(c) the Pledge Agreement; and
(d) the Disbursement Agreement.
The forms of the documents listed in (a) through (d) above
are approved, and the officers of the City are hereby autho-
rized to execute the same with such variations, insertions,
and additions as are deemed appropriate by such officials,
as evidenced by their execution thereof. The documents
listed in (b) above, being documents to which the City is
not a party, will not be executed by the City.
Section 4. Authorisations.
4.01. Upon the completion of the Agreement, the Pledge
Agreement, and the Disbursement Agreement approved in Sec-
tion 3.03 hereof and the execution thereof, the City offi-
cials are authorized to execute and deliver the Note, in
substantially the form approved in paragraph 5.01 hereof,
and the officers of the City are authorised to execute such
other certifications, documents, or instruments as Bond
Counsel shall require, and all certifications, recitals, and
representations therein shall constitute the certificates,
recitals, and representations of the City. Execution of any
instrument or document by one or more appropriate officers
- 5 -
of the City shall constitute and shall be deemed the con-
clusive evidence of the approval and authorizatioit by the
City and the City Council of the instrument or document so
executed.
Section 5. The Note.
5.01. Form and Authorized Amount. The Note in hereby
authorized to be issued and shall e issued substantially in
the form presented to the City Council and set forth as
Exhibit A to this Resolution, with such appropriate varia-
tions, omissions, and insertions as are permitted or re-
quired by this Resolution, in the principal amount of
$2,500,000. The offer of the Lender to purchase the Note at
a price of par is found reasonable and is hereby accepted.
The terms of the Note are set forth therein, and such terms,
including, but not limited to, provisions as to interest
rate, dates and amount of payment of principal and interest,
and prepayment privileges, are incorporated by reference
herein. The Note shall in all events contain a recital that
it is issued pursuant to and in accordance with the Act.
5.02. Execution. The Note shall be executed on behalf
of the City by the manual signatures of the Mayor and the
City Manager, which shall be attested by the manual signa-
ture of the City Clerk, and shall be sealed with the City's
corporate seal, and the Certificate of Registration shall be
signed by the Note Registrar. In case any officer whose
signature shall appear on the Note shall cease to be such
officer before the delivery thereof, such signature shall
nevertheless be valid and sufficient for all purposes.
5.03. Mutilated, Lost, and Destroyed Note. In ease the
Note shall become mutilated or be lost or destroyed, the
City shall cause to be executed and delivered a new Note of
like outstanding principal amount and tenor in exchange and
substitution for and upon cancellation of the mutilated Note
or in lieu of and in substitution for such Note lost or
destroyed, upon the Holder's paying the reasonable expenses
and charges of the City in connection therewith and: in case
the Note is destroyed or lost, filing with the City evidence
satisfactory to it of such loss or destruction.
5.04. Assignment. The Lender is hereby designated as
Note Registrar (the RNote Registrar") and shall keep a Note
Register in which, subject to such reasonable regulations as
it may prescribe, the Note Registrar shall provide for the
registration of transfer of ownership of the Note. The Note
shall be initially registered in the name of the Lender and
shall be transferable upon the Note Register by the Lender
in person or by its agent duly authorized in writing, upon
surrender of the Note together with a written instrument of
- 6 -
transfer duly executed by the Lender or its duly authorized
• agent in the following form:
For value received hereby
sells, assigns and transfers unto -
the within Note of the City of Plymout , Minnesota,
and does hereby irrevocably constitute and appoint
attorney to transfer
said Note on the books -of the Note Registrar with
full power of substitution in the premises. The
undersigned certifies that the transfer be made in
accordance with the provisions of the Note Resolu-
tion of the City.
Upon such transfer the Note Registrar shall note the
date of registration and the name and address of the new
Holder of the Note in the Note Register and in the regi-
stration blank appearing on the dote.
5.05. Delivery and Use of Proceeds. Prior to delivery
of the Note, the documents referred to in Section 3.03 here-
of shall be completed and executed, and an original, exe-
cuted counterpart of each such document shall be delivered
to the Lender. The City shall thereupon deliver to the
Lender the Note in the principal amount of $2,500,000 to-
gether with a copy, duly certified by the City Clerk, of
this Resolution and such closing certificates as are re-
quired by Bond Counsel.
Upon delivery of the Note aad the above items to the
Lender, the proceeds of the Note shall be deposited in a
Construction Fund hereby created, to be maintained by the
Lender and the Lender shall, on behalf of the City, advance
funds for payment of Costs of Construction cpon receipt of
such supporting documentation as the Lender may deem reason-
ably necessary, including compliance with the provisions of
the Disbursement Agreement and the Agreement.
Any surplus in the Construction Fund shall be applied
toward prepayment of the Note as provided in the Agreement
and shall not be invested to produce a yield greater than
the yield on the Note as required by Internal Revenue Ser-
vice Revenue Procedures 79-5 and 81-22 and any regulations
amendments or modifications thereto; provided that if the
Lender receives an opinion of Bond Counsel that the exemp-
tion from federal income taxation of the interest on the
Note will not be jeopardized, the surplus funds may be in-
vested at a yield greater than the yield on the Note.
5.06 Issuance of New Note. The City shall, at the
request and expense of the Lender, issue new Notes, in an
aggregate outstanding principal amount equal to that of the
- 7 -
Note surrendered, and of like tenor except as to number,
principal amount, and the amount of the monthly payment
payable thereunder, and be registered by the Note Registrar
in the name of the Lender or such transferee as may be des-
ignated by the Lender.
Section 6. Limitations of the City's Obligations.
6.01 Notwithstanding anything contained herein or in
the Note, the Agreement, the Pledge Agreement, or the Dis-
bursement Agreement or any other documents referred to in
Section 3.03 hereof, the Note, the prispipal thereof, pre-
mium thereon, if any, and interest thereon and the Agree-
ment, the Pledge Agaaement, and the Disbursement Agreement
shall not constitute any indebtedness of the City within the
meaning of any constitutional or statutory limitation and
shall not constitute or give rise to a pecuniary liability
of the City or a charge against its general credit or taxing
powers and shall not constitute a charge, lien, or encum-
brance, legal or equitable, upon any property of the City
other than its interest in the Project, and no Owner of the
Note shall ever have the right to compel any exercise of the
taxing power of the City to pay the Note or the interest
thereon or to enforce payment thereof against any property
of the City other than its interest in the Project. The
agreement of the City to perform the covenants and other
provisions contained in this Resolution or the Note, the
Agreement, the Pledge Agreement, or the Disbursement Agree-
ment and the other documents listed in Section 3.03 hereof
shall be subject at all times to the availability of reve=
hues furnished by the Borrower sufficient to pay all costs
of such performance or the enforcement thereof, and neither
the City nor any of its officers, employees, or agents shall
be subject to any personal or pecuniary liability thereon.
Section 7. City Representative.
7.01. The City Clerk and the City Manager of the City
are hereby designated and authorized to act on behalf of the
City as the City Representative and alternate City Repre-
sentative, respectively (as defined in the Agreement);
Adopted by the Plymouth City Council on Decer wr 16
1985.
Attest:
Laurie Houk, City Clerk
Davi Davenport, Mayor
- 8 -
(Form of Note)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF EMEPIN
CITY OF PLYMOUTH
Industrial Development Revenue Note
(Turek Multiprox, Inc. Project)
Exhibit A
$2,500,000
FOR VALUE RECEIVED the CITY OF PLYMOUTH, Hennepin
County, Minnesota (the "City") hereby promises to pay
National City Bank of Minneapolis, in Minneapolis, Minne-
sota, its successors or registered assigns (the "Lender"),
on February 1, 1986, and on the !first day of each month
thereafter to and including December 1, 2006 (the "Payment
Dates"), from the source, and in the manner hereinafter pro-
vided, the principal sum of Two Million Five ■unfired Thou-
sand Dollars ($2,500,000), or so much thereof as unpaid from
time to time (the "Principal Balance") and to pay interest
. thereon, until paid, at the rate or rates of interest here-
inafter provided, all such principal and interest being
payable in any coin or currency which at the time or times
of payment thereof is legal tender for the psyment of public
or private debts in the United Btates of America.
(1) All payments due on this Note are payable at the
principal office of the Lender,, or at such other place or
places as the Lender may specify to the City a nd the Bor-
rower in writing from time to time. Any capitalised term
which is used but not defined in this Mote hL°,s the same
meaning given to that term in the hereinafter defined Agree-
ment.
(2) The principal of this Note shall be payable on
January 1, 1967, and on the first day of each month there-
after in the respective amounts set forth in f6ahibit A
attached to and made a part hereof.
(3) The Principal Balance of this Mote shall accrue
interest, payable on each Payment hate, at the interest
rates determined as follows:
(a) From the date hereof through January 31, 1986,
at 80% of the rate established from time to time by
National City Bank of Minneapolis as its Base Rate (the
A - 1
"Base Rate") in effect at the end of the last day prior
to the date hereof.
(b) For the month of February 1986 and each month
thereafter, at 80% of the Base Rate in effect at the end
of the 15th day of the prior month.
(c) The rates determined pursuant to (a) and (b)
above shall not be less than 9% and shall not be more
than 11%.
(d) Notwithstanding (a), (b) and (c) above, if a
Determination of Taxability occurs, from and after the
corresponding Date of Taxability, at a varaible rate
equal to the Base Rate plus 2.50%.
(e) All interest shall be computed on the basis of
a 360 day year of 12 30 -day months.
(4) If a Determination of Taxability occurs, the City
shall immediately pay to the Lender and to each prior Lender
effected by such Determination of Taxability an amount equal
to the amount by which the interest accrued retroactively at
such interest rate from the Date of Taxability to the date
of payment exceeds the amount of interest actually accrued
and paid to the Lender during said period. The obligation
of the City to pay such amounts shall survive the payment in
full of the princi*>al amount of this Note.
(5) This Nate is subject to mandatory redemption in
whole and not in part, at a redemption price of the Prin-
cipal Balance plus accrued interest to the date of such
redemption, on January 1, 1997, in the sole discretion and
at the election of the Lender, upon 180 days prior written
notice to the City and the Borrower.
(6) The Principal Balance of this Note is prepayable at
the option of the Borrower in whole or in part, in inverse
order of the due dates thereof, on any Payment Date at a
redemption price of par plus accrued interest.
(7) This Note is subject to mandatory redemption upon
the occurrence of an Event of Default (as defined in the
Loan Agreement), upon the Borrower's failure to comply with
its obligations following a Casualty to the Project (as
provided in the Loan Agreement), upon the occurrence of
certain transfers or encumbrances of the Project (as pro-
vided in the Loan Agreement), and in the event that excess
proceeds of this Note remain following completion of the
Project. Each such mandatory redemption shall be at a price
of the Principal Balance of this Note and all accrued inter-
est to the date of redemption, except that a prior re -
A - 2
demption arising due to the availability of excess Note
proceeds shall be a redemption in part, to the extent of
such proceeds.
(8) This Note is the sole obligation of a duly autho-
rized issue designated as "Industrial Development Revenue
Note (Turck Multiprox, Inc. Project)," dated as of the date
of delivery thereof (the "Note"), issued as a fully regis-
tered Note without interest coupons in the principal amount
of $2,500,000 pursuant to and in full conformity with Minne-
sota Statutes, Chapter 474 (the "Act"), and a resolution of
the City Council of the City, adopted on December 16, 1985
(the "Note Resolution"). The Note is..Aqually and ratably
secured by a Mortgage, Security Agreement, and Fixture
Financing Statement, dated as* of December 1, 1985 (the
"riortgage"), and an Assignment of Rents and Leases, dated as
of December 1, 1985 (the "Assignment"), both executed by
Turck Multiprox, Inc., a Minnesota corporation (the "Bor-
rower"), in favor of the Lender. The Note has been issued
to provide funds to the Borrower to finance a portion of the
cost of acquiring land and constructing thereon an approxi-
mately 45,000 square foot office/sfanufacturing facility in
the City (the "Project"), pursuant to a Loan Agreement,
dated as of December 1, 1985, between the City and the Bor-
rower (the 'Agreement"). All right, title, and interest of
the City in the Agreement, except for the City's rights to
indemnification and reimbursement of expenses, have been
pledged to the Lender pursuant to a Pledge Agreement, dated
as of December 1, 1985 (the "Pledge Agreement"). The pro-
ceeds of the Note are required to be disbursed in accordance
with the terms and conditions of a Disbursement Agreement,
dated as of December 1, 1985, by and between the Borrower,
the City, the Lender and North Star Title, Minneapolis,
Minnesota (the "Disbursement Agreement").
(9) The City, for itself, its successors, and assigns,
hereby waives demand, presentment, protest, and notice of
dishonor.
(10) The remedies of the Lender, as provided herein and
in the Mortgage, the Assignment, the Agreement, the Pledge
Agreement, and the Disbursement Agreement, are not exclusive
and shall be cumulative and concurrent and may be pursued
singly, successively, or together, at the sole discretion of
the Lender, and may be exercised as often as occasion there-
for shall occur, and the failure to exercise any such right
or remedy shall in no event be construed as a waiver or
release thereof. The Lender shall not be deemed, by any act
of omission or commission, to have waived any of its rights
or remedies hereunder unless such waiver is in writing and
signed by the Lender and then only to the extent specifi-
cally set forth in the writing. A waiver with reference to
A - 3
one event shall not be construed as continuing or as a bar
to or waiver of any right or remedy as to a subsequent
event.
(11) This Note may be transferred or exchanged, as pro-
vided in the Note Resolution, only upon the Note Register
kept by National City Bank of Minneapolis, as Note Regis-
trar, for such purpose, by the Lender in person or by its
attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer or exchange
in the form specified in the Note Resolution duly executed
by the Lender or such duly authorized attorney, and there-
upon, at the request and expense of the Lender, the City
shall issue and deliver in the name of the designated trans-
feree or transferees a new Note or Notes of the same aggre-
gate principal amount, designation, maturity, and interest
rate as the surrendered Note and in any authorized denomina-
tion, all as provided in the Note Resolution. The City and
the Note Registrar may treat and consider the Lender of this
Note as the holder and absolute owner hereof for the purpose
of receiving payment of or on account of the principal or
redemption price hereof and interest due hereon and for all
other purposes whatsoever.
(12) The City and its authorized officials or agents
shall not be personally liable on this Note or for any act
or omission related to the authorization or issuance hereof.
(13) The Note is a special and limited obligation of the
City, is payable solely from the revenues pledged therefor
pursuant to the Agreement and the Pledge Agreement, does not
constitute a debt of the City within the meaning or of any
constitutional or statutory limitation whatsoever, does not
constitute or give rise to a pecuniary liability of the City
or a charge against the general credit or taxing powers of
the City, and does not constitute a charge, lien, or encum-
brance, legal or equitable, upon any property of the City
other than the City's interest in the Project pledged to the
Lender pursuant to the Pledge Agreement. Neither the Lender
nor any other person shall ever have the right to compel any
exercise of the taxing power of the City to pay the prin-
cipal of or interest on the Note or to enforce payment
against any property of the City other than the property
pledged to the Lender as security for the Note pursuant to
the Pledge Agreement.
(14) It is hereby certified and recited that the Project
constitutes a project within the meaning of Section 474.02,
Subdivision la, of the Act and that all conditions, acts,
and things required by the Constitution and laws of the
State of Minnesota to exist, to have happened, and to be
performed precedent to or in the issuance of this Note do
A - 4
exist, have happened, and have been performed in regular and
• due form, time, and manner as required by law.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota, has
caused this Note to be duly executed by the manual signa-
tures of its Mayor and City Manager; has caused said signa-
tures to be attested by the manual signature of the City
Clerk; has caused the official seal of the City to be
omitted herefrom, as permitted by law; and has caused this
Note to be dated December , 1985.
CITY OF PLYMOUTH, MINNESOTA
Mayor
ATTEST: City Manager
City Clerk
A - 5