HomeMy WebLinkAboutCity Council Resolution 1988-806. ME572
Extract of Minutes of Meeting of the
City Council of the
City of Plymouth, Minnesota
Pursuant to due call and notice thereof, a regular
meeting of the City Council of the City of Plymouth, Minnesota
was duly held at the City Hall in said City on Tuesday, the
7th day of November, 1988, at7._-An o'clock P.M.
The following members were present: Mayor Schneider,
Councilmembers Vasiliou, Ricker, Zitur and Sisk
and the following were absent: None
Member Z41-ijr introduced the following
resolution and moved its adoption:
RESOLUTION NO. 88-806
RESOLUTION AUTHORIZING THE ISSUANCE AND
SALE OF $2,400,000 INDUSTRIAL
. DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1988
TO REFINANCE A PROJECT
(TURCK MULTIPROX, INC. PROJECT)
The motion for the adoption of the foregoing
resolution was duly seconded by member Sisk , and
upon vote being taken thereon the following.voted in favor
thereof: Mayor Schneider, Councilmembers Vasiliou, Ricker, Zitur and Sisk
and the following voted against the same: None
whereupon said resolution was declared duly passed and
adopted.
RESOLUTION NO. 88 -got,
RESOLUTION AUTHORIZING
THE ISSUANCE AND :SALE OF
$2,400,000 INDUSTRIAL
DEVELOPMENT REFUNDING REVENUE BONDS, SERIES 1988
TO REFINANCE A PROJECT
(TURCK MULTIPROX, INC. PROJECT)
BE IT RESOLVED by the Council of the City of
Plymouth, Minnesota, as follows:
1. On December 18, 1985, the City issued its
$2,500,000 Industrial Development Revenue Note (Turek
Multiprox, Inc. Project) (the "Prior Bond") to provide
financing for construction of an office, warehouse and
manufacturing facility (the "Project") by Turck Multiprox,
Inc. The Council has received a proposal from the Company
that the City undertake to refinance the Project, pursuant to
Minnesota Statutes, Sections 469.152 through 469.165 (the
"Act"), through issuance by the City of its $2,400,000
Industrial Development Revenue Refunding Bonds, Series 1988
(Turek Multiprox, Inc. Project) (the "Bonds") which will be
privately placed with an institutional investor or investors
pursuant to a private placement memorandum (the "Private
Placement Memorandum"), prepared by FBS Capital Markets Group
("FBS").
2. It is proposed that, pursuant to a Loan
Agreement dated November 1, 1988, between the City and the
Company (the "Loan Agreement"), the City loan the proceeds of
the Bonds to the Company to redeem and refund the outstanding
principal balance of the Prior Bond which was issued to
partially finance the cost of the Project. The basic payments
to be made by the Company under the Loan Agreement are fixed
so as to produce revenue sufficient to pay the principal of,
premium, if any, and interest on the Bonds when due. It is
further proposed that the City assign its rights to the basic
payments and certain other rights under the Loan Agreement to
First Trust National Association in St. Paul, Minnesota (the
"Trustee") as security for payment of the Bonds under an
Indenture of Trust dated November 1, 1988 (the "Indenture").
To further secure the payment of the Bonds and the interest
thereon, the Company will deliver an Irrevocable Letter of
Credit issued by Deutsche Bank, AG, in New York, New York in
favor of the Trustee (the "Letter of Credit") in the amount
RESOLUTION NO. 88-806
necessary to secure payment of all principal and interest due
on the Bonds.
3. Forms of the following documents have been
submitted to the Council for approval:
that:
(a) The Loan Agreement.
(b) The Indenture.
(c) Vie Letter of Credit.
(d) The Private Placement Memorandum.
4. It is h•reby found, determined and declared
(a) the issuance and sale of the Bonds, the
execution and delivery by the City of the Loan Agreement,
and the Indenture, and the performance of all covenants
and agreements of the City contained in the Loan
Agreement and Indenture and of all other acts and things
required under the constitution and laws of the State of
Minnesota to make the Loan Agreement, Indenture and Bonds
valid and binding obligations of the City in accordance
with their terms, are authorized by the Act;
(b) it is desirable that the Bonds be
issued by the City upon the terms set forth in
the Indenture;
(c) the basic payments under the Loan
Agreement are fixed to produce revenue sufficient
to provide for the prompt payment of principal
of, premium, if any, and interest on the Bonds
issued under the Indenture when due, and the Loan
Agreement and Indenture also provide that the
Company is required to pay all expenses of the
operation and maintenance of the Project,
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 Project Premises and payable
during the term of the Loan Agreement and
Indenture;
-3-
RESO:.U`CION NO. 88-806
(d) as provided in the Loan Agreement and
Indenture, the Bonds are not to be payable from
or charged upon any funds other than the revenue
pledged to the payment thereof; the City is not
subject to any liability thereon; no holder of
any Bonds shall ever have the right to compel any
exercise by the City of its taxing powers to pay
any of the Bonds or the interest or premium
thereon, or to enforce payment thereof against
any property of the City except the interests of
the City in the Loan Agreement which have been
assigned to the Trustee under the Indenture; the
Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable upon any property
of the City except the interests of the City in
the Loan Agreement which have been assigned to
the Trustee under the Indenture; the Bonds shall
recite that the Bonds are issued without moral
obligation on the part of the state or its
political subdivisions, and that the Bonds,
including interest thereon, are payable solely
from the revenues pledged to the payment thereof;
arid, the Bonds shall not constitute a debt of the
City within the meaning of any constitutional or
6tatutory limitation.
5. The City approves the use of the Private
Placement Memorandum, but has not prepared nor made any
independent investigation of the information contained in the
Private Placement Memorandum and the City takes no
responsibility for such information.
6. Subject to the final approval of the City
Attorney, the forms of the Loan Agreement and Indenture and
exhibits thereto are approved substantially in the form
submitted. The Loan Agreement and Indenture, in substantially
the form submitted, are directed to be executed in the name
and on behalf of the City by the Mayor and the City Manager
together with any other documents and certificates necessary
to the transaction described above. Copies of all of the
documents necessary to the transaction herein described shall
be delivered, filed and recorded as provided herein and in the
Loan Agreement and Indenture.
7. The City shall proceed forthwith to issue its
Bonds, in the form and upon the terms set forth in the
Indenture. The Bonds shall be privately placed by FBS Capital
Markets Group with institutional investors and shall be rated
-4-
RESOLUTION NO. 88-806
by Standard & Poor's Corporation. Th-- Bonds shall be
purchased at par plus accrued interest to the date of delivery
at the interest rate or rates specified in the Indenture. The
Mayor and City Manager are authorized and directed to prepare
and execute the Bonds as prescribed in the Indenture and to
deliver them to the Trustee for authentication and delivery to
the bond purchasers.
8. The Mayor and City Manager and other officers of
the City are authorized and directed to prepare and furnish to
the bond purchasers certified copies of all proceedings and
records of the City relating to the bonds, and such other
affidavits and certificates as may be required to show the
facts relating to the legality of the Bonds as such facts
appear from the books and records in the officers' 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.
9. The approval hereby given to the various
documents referred to above includes approval of such
additional details therein as may be necessary and appropriate
and such modifications thereof, deletions therefrom and
additions thereto as may be necessary and appropriate and
approved by the City Attorney and the City officials
authorized herein to execute said documents prior to their
execution; and said City officials are hereby authorized to
approve said changes on behalf of the City. 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 of the Mayor or City Manager, any of
the documents authorized by this resolution to be executed may
be executed by the Acting Mayor or the Acting City Manager,
respectively.
Passed: November 7, 1988
Mayor
Attest
City Clerk
(SEAL)
-5-
ME572