HomeMy WebLinkAboutCity Council Resolution 1994-640•
Resolution 94-640
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Municipality:
The City of Plymouth. Mioneota
Meetlmg:
A meeft of the City Council of The City of Plymouth was held on the 17th day of
October, 1994, at 7:00 p.m. at the Plymouth City HW, 3400 Plymouth Boulevard,
Plymouth, Minnesota.
Members
present: Anderson, Morrison, lymangood, Helliwell, Granath, Edson, Tierney
eatms None
abse
Documents: Resolution No. 9't-640• Authorizing the issuance of its City of
Plymouth, Minnesota Variable Rate Demand Industrial Development
Revenue Bonds (Olympic Steel, Inc. Project) Series 1994 and
authorizing the execution of an Indenture of Trust, Loan Agreement
and related documents.
Certification:
I, Burk Ahrens, the City Clerk of the City of Plymouth, Minnesota, do hereby
certify the following:
Attached hereto is a true and correct copy of a resolution on file and of record in the
officers of the City of Plymouth, Minnesots, which resolution was adopted by the PLyntouth
City Council, at the meeting refired to above. Said meeting was a regular meeting of the
Plymouth City Council, was opn to the public, and was held at the time at which meetings
Of the City Council are regularly held. Member Anderson moved the adoption of the
attached resolution. The motion for adoption of the attached resolution was seconded by
Member Edson . A vote being taken on the motion, the following voted in favor of
the resolution: Anderson, Lymangood, Helliwell, Granath, Edson, Tierney
and the following voted against the resolution:
None. Councilmember Morrison abstained.
Whereupon said resolution was declared duly passed and adopted. The attached
resolution is in fWl force and dIbct and no action has been taken by the City Council of the
City of Plymouth, Minnesota which would in any way alter or amend the attached resolution.
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Resolution No. 94-640
Wit m my bud oAkWV ss the City Clerk of the City of Plymouth. Mhmota thls
.IZ day of October 91994.
By
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WHEREAS, the City of Plymouth, Minnesota (the 'laver') is a home rule chatter
city duly organized and existing under the Constitution and laws of the State of Minnesota;
and
WHEREAS, pursuant to the Constitution and laws of the State of Minnesota,
particularly Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), the Issuer
is authorized to carry out the public purposes described therein and contemplated thereby
in the financing of economically sound industry within its boundaries, by issuing revenue
bonds to defray, in whole or in part, the development costa of such industry, and by
entering into any agreements made in connection therewith and by pledging any such
agreements u security fo•• the payment of the principal of and interest on any such revenue
bonds; and
WHEREAS, the Issuer desLYa to expand the business and employment opportunities
within the City of Plymouth (the "City% and
WHEREAS, the llama is authorized by the Act to enter into a revenue agreement
with any person in such manner that payments required thereby to be made by the
contracting party shall be fixed, and revised from time to time u necessary, to u to
produce Lncome and revenue Buff cleat to provide for the prompt payment of principal of
and interest on all bonds issued under the Act when due, and the revenue agreement dull
also provide that the contracting panty shall be required to pay all expenses of the operation
and maintenance of the project including, but without limitation, adequate inumnoe
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 and payable during the term of the revenue agreement-, and
WHEREAS, the issuer received on behalf of Olympic Steel, Inc., an Ohio
corporation authorized to do business in Mimesota (the "Company% a proposal that the
Issuer finance a project for purposes consistent with the Act, consisting of the acquisition,
construction and equipping of an approximately 112,000 square foot facility to be used by
the Company in its commercial steel manufacturing business (the "Project") which will be
located at 13100 15th Avenue North in the City; and
WHEREAS, following the publication of notice of a public hearing In a newspaper
of general circulation in the Cit► at least 14 days, but not moue than 30 days, before the
hearing, the low adopted a resolution upon the completion of the public hearing on
August 29, 1994 (the "Preliminary Resolution') whereby the Issuer dem mined that, on the
basis of Wbrinstion provided to it by the Company and others, the effect of the Project, V
undertaken. would be to encourage &a developmest of economically sound commerce in
the City and increase Current empioymeot appot;aroitles for reaWea- of the City and
sturotndiog arae, all to the I fl of the raddestt and taspnya: of the Citi; ad
WHEREASe by the Preliminary Resolution, the Issuer prelims K* approved the
proposal on behalf of the Compaq that the City undertft to provide Rng for the
Project and gave preliminary appsoval of the Project, subject to final sppuoval by the pq
and
WHEREAS, the law has received an albatWn of bonding authority for the
Project in the amount of $6.000,000 fi+om the Minnesota Department of Finance; and
WHEREAS. the prior to the iawnae of the Bonds, the Issuer will receive approval
from the Minnie rota Department of 'Rade and Economic Development of its Application
for Approval of Industrial Development Bond Project, including attachments thereto; and
WHEREAS, pursuant to the Act and the Indenture of Trust (the "Indenture") dated
as of October 1, 1994 between the Issues and Fifth Third Bade, Cincinnati. Ohio (the
'Trustee'), the Issuer proposes to authorise, issue and sell its Variable Rate Demand
Industrial Development Revenue Bonds (Olympic Steel, Inc. Project), Series 1994 (the
'Bonds") in an aggregate principal amount of $6,000,000, payable solely from the amounts
pledged therefor under the Indenture; and
WHEREAS, pursuant to a Loan Agreement ('Loan Agreement"), dated as of
October 1, 1994, between the Iawer and the Cbmpavy, the Issuer proposes to loan the
proceeds of the Bonds to the Company, which the Company will agree to repay In
installments in amounts and at times sufficient to pay the principal of, premium, if any.
and interest on the Bonds when doe. and which proceeds the Company will agree to use to
prey a portion of the coats of the project; and
WHEREAS, concurrently with, as a condition to, and as further security for, the
Issuance of the Bonds, and pursuant to a Fetter of Credit and Reimbursement Agreement
dated as of October 1, 1994, between National Chy Bads, Cleveland, Ohio (the "Bank')
and the Company, the Bank will issue an irrevocable direct -pay Letter of Credit (the
"Letter of Credit") to the Trustee; and
WHEREAS, pursuant to the Letter of Credit, the Trustee is entitled to draw on the
Letter of Credit to pay principal and interest on the Bonds in accordance with the
provisions of the Indenture, which provisions include, but are not limited to, draws on the
Letter of Credit in the event the Bonds ate not remarketed, when applicable, according to
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the peovisioos of a Remarloedng Agreement (the 'Remarloeting Agreement') among the
Tmoft, the Campan y and PNC Securities Corp., PitnbnRh. Peooaylvank, a
=sem: a d
WHEREAS, AS, neither tie lower nor the State of Mioneaaa nor any political
subdivision thereof (other than the Inner and thea aniy In the CMM of tha trust estate
pledged in the Indenture) shall be liable on the Benda, and do Bonds doll not be a debt of
the Ianror or the State of M hoeaota or goy political wrbdividon thereof (other than the
Iasmec and thea only to the e=M of &a trust cattle pledged in the Indenture), and in soy
event shall Mint jive rise to a dMp against the credit or =Ing poorer of the Inter,
Hennepin Coungr (&a 'County), the State of Minnesota, or sung► political subdivision
thereoF
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ARWOU1. The Iuuer acknowledges, find:, determines, and declares that the
welfare of the State of Minnesota requires active promotion, attraction, encouragement and
development of economically sound industry and commerce through governmental actions
fa the purpose of preventing the emergence of blighted and marginal land: and area: of
chronic unemployment, and the State of Minnesota has encouraged local government units
to act to prevent such economic deteriondom.
Ile Issuer further finds that accompWhing this is a public purpose, and that
conventional, commercial financial to pay the oat of the Project is available only on a
limited basis and at such high costa of borrowing that the economic feasibility of
"I N 11rsx0ng and opmft the Project would be reduced, but that -with the aid of municipal
boeowing, gad its resulting lower borrowing cost, the Project is economically more
feasible.
hJWAJ=Z. To Isomer Author finds, determines, and declares that the purpose of
the Bonds is to provide financing for the Project, the proceeds of which will be loaned to
the CompaM to finance the acquisition, duction and equipping of a Project meeting
the general purposes contemplated and described m the Act.
SIGUM,}. The Issuer !hither finds that the Bonds are payable solely from the trust
estate including the Issuer's lowest in the Lan Agreement and amounts drawn under the
LAW of Credit issued by National City Bank, Cleveland, Ohio, or any provider of a
substitute letter of credit.
Section 4. The Issuer hather finds, determines, and declares that it is in the best
Interests of the Issuer to (1) provide for the issuance of the Bonds, the disbursement of the
proceeds and the security therefor pursuant to the terms of the Indenture; and (2) loan the
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proceeds of the Bonds to the Company in accordance with the provisions of the Loan
&WURI. The issuance of the Bonds for the propose of financing die Project is
herby authorized. The Bonds shall bar interest Initially at a rate not in emu of the rate
at forth in the Indenture. subject to tWal determination and subaegnent agjtutmeou as at
forth in the Indeaane, d ail be in such denomination and form. be aumhered and dared*
shall mature and be subject to redemption prior to maouity, and shall have rich other
details and provisions as are prescribed by the Iadennne.
fisdg". The Bonds shall be special limited obligadoas of the Issuer payable
solely ftm and secured by a pledge of the trust estate under the Indeadue, including the
Issuer's interest in the Loan Agreement and amounts drawn under the Letter of Credit. in
the manner provided in the Indenture. The Bonds do not amstitate an indebtedness.
liabilitys general or moral obligation (except to the extent of the trust estate pledged under
the ladentm) or a pledge of the faith and credit or any taxing power of the Issuer. the
County, the State of Minnesota, or any political subdivision thereof.
The Issuer hereby authcwizes and directs due Mayor of the luuer (the
Mayor') and the City Manager of the Issuer (the "City Manager') to execute under the
corporate seal of the Issuer, the Indenture, and to deliver to saio Trustee the Indenture, and
hereby authorizes and directs tie execution end delivery of the Bonds in accordance with
the Indenture, and hereby provides that the Indenture shall provide the term and
conditions, covenant:, riglua, obligations, duties, and agreements of the bondholders, the
Issuer and the Trustee as ret forth therein.
All of the provisions of the Indentum, when executed as euthorized herein, shall be
deemed to be a pact of this resolution as fully and to the sane extent as if incorporated
verbatim herein and shall be in full force and effect fttm the date of execution and
delivery thorcof. The Indenture shall be substantially in the form on isle with the Issuer on
the date hereof, and Is hereby approved with such necessary and appropriate variations,
omissions, and insertions as are not materially inconsistent with such fokm and as the
Mayor. in ber discretion. shall determine; provided that the execution thereof by the
Mayor dell be conclusive evidence of such determination.
AsairILZ. The Mayor and the City Manager are hereby designated as the
representatives of the Issuer with respect to the issuance of the Bonds and the transactions
related thereto and the Mayor is hereby authorized and directed to accept, execute and
deliver the Bond Placement Agreement (the "Bond Placement Agreement") among the
Issuer, the Company and PNC Bank. National Association, Pittsburgh, Pennsylvania. All
of tht provisions of the Placement Agent Agreement, when executed and delivered as
authorized herein, shall be deemed to be a part of this resolution u fully and to the sane
extent as if incorporated verbatim herein and dull be in full force and effect from the date
of execution and delivery thereof, The Bond Placement Agreement dull be substantially
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in the form on file with the Tim on the date hereof, and is hereby approved with such
necessary and appropriate variations, omissions, and insertions as are not materially
incornistooa with ach form as the Mayor, In her discretion, shall determine; provided that
the execution thereof by the Mayor doll be conclusive evidence of rich determination.
Saaka.$. The Mayor and the City Mmager are hereby authorized and directed to
execute and deliver &a Lan Agreement with the Comp oye sad when executed and
delivered as authorized herein, the Lem Agreement shall be deemed to be a pert of this
resolution as !Misr and to the same extent as if incorporated verbatim herein and shall be In
to force and effect from the date of execution and delivery thereof. The Lan Agreecum
toll be abwotWly in the form on file with the Issuer on the date hereof, which is hereby
approved, with such necessary variations, omissions, and insertions as are not materially
inconsistent with such form and as the Mayor, in her discretion, shall determine; provided
tot the execution thereof by the Mayor shall be conclusive evidence of rich determinatfor. .
Sggdm.4. All covenants, stipulations, obliptions, representations, and agrecam
of the Issuat contained in this resolution or contained in the Indenture or other documents
referred to above shall be deemed to be the covenants, stipulations, obligations,
representations, and agreements of the Issuer to the fall extent authorized or permitted by
law, and all such covenants, stipulations, obligations, representations, and agreements dull
be binding upon the Issuer. Except as otherwise provided in this resolution, all rights,
powers, and privileges conferred, and dudes and liabilities imposed, upon the Issuer by the
provisions of this resolution or of the Indenture or other documents referred to above shall
be exercised or performed by the Issuer, or by such officers, board, body, or agency as
may be required or authorized by law to exercise such powers and to perform such duces.
No covenant, stipulation, obligation, representation, or agreement herein contained or
contained in the Indenture or other documents referred to above shall be deemed to be a
covenant, stipulation, obliptlon, representation, or agreement of any officer. agent, or
employee of the Tuuer in that person's Individual capacity, and neither the members of the
City Council of the Issuer nor any officer or employee executing the Bonds shall be liable
personally on the Bonds or be subject to any personal Ilability or accountability by reason
of the issuance thereof.
No provision, covenant or agreement contained In the Indenture, the Loan
Agreement, the Bond Placement Agreement, the Bonds or in any other document relating
to the Bonds, ind no obligvlon therein or herein imposed upon the Issuer or the brach
thereof, shall cwtitute or gi\v rise to a general obligation of the Issuer or any charge
upon its general credit or taxing powers. In the nuking the agreements, provisions,
covenants and representations at forth in the Indenture, the Loan Agreement, the Bond
Placement Agreement, the Bonds or in any other document relating to the bonds, the Issuer
has not obligated itself to pay or remit any Hinds or revenues other than the trust estate
described in the Indenture.
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AoWa Q. ELcapt as herein otherwise egnssd► provided, nothiall in this
resolution or in the Indent me, eqressed or Implied, Is intended or shall be construed to
confer upon any person, other than the Is!uer, the owners of &a Hoosier, and the 'hustee,
as fiduciary for owners of the Hoosier, to the extent exprasiy provided in the Indenture, say
dSK remedy, or claim, legal or equitabk, under and by reason of this resolution or any
provision her or of the Indenture or any provision thereof; this raohtdon, the Indenture
sad W of their provisions being iotaoded to be and heft for the sob ad exclusive beaatit
of the how. the owner of the Bonds, and the 'httslee as tldtucluy ibr owners of the
Bonds ensued under the provisions of this resolution and the Indenang and the Company to
the extent expressly provided In the Indent ue.
. In rasa arty one or more of the provisions of this resolution or of the
Indenture or of the Bonds ismed herntnder shall for any reason be held to be illegal or
invalid, rich illegally or invali ft shall not affect any other provision of this resolution or
of the Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be
construed as if such illegal or invalid provision had not been contained therein. The terms
and conditions ad forth in the Indenture, the pledge of revenues derived from the Loan
Agreement referred to in the Indenture, the pledge of the amounts drawn under the Feuer
of Credit referred to in the Indenture, the creation of the funds provided for in the
Indenture, the prov4iom► relating to the application of the proceeds derived from the sale
of the Bonds pursuant to and under the Indenture, and the application of said revenues,
collateral, and other moneys an all commitments, obligations, and agreements on the part
of the Issuer contained In the Indenture, and the invalidity of the Indenture shall not affect
the commitments, obliptlons, and agreements on the part of the Issuer to create such
funds and to apply aid revenues, other moneys, and proceeds of the Bonds for the
purposes, in the manner, and according to the terms and conditions fixed in the Indenture,
it being the intention hereof that such commitments on the part of the Issuer are as binding
as if contained in this resolution separate and apart from the Indenture.
SgIWLIZ. All acts, conditions, and things required by the lawn of the State of
Minnesota, relating to the adoption of this resolution, to the issuance of the Bonds, and to
the execution of the Indenture and the other documents mfWM to above to happen, exist,
and be performed precedent to and in the enactment of this resolution, and precedent to the
issuance of the Bonds, and precedent to the execution of the Indenture and the other
documents referred to above have happened, exist, and have beers p:rfotmed as so required
by law.
Stl th&a. The members of the City Council of the Issuer, offluers of the issuer,
and attorneys and other agents or employees of the Inner ace hereby authorized to do all
acts and things required by them by or in connection with this resolution and the Indenture
and the other documents referred to above for the full, punctual, and complete
performance of all the temta, covenants, and agreernents contained in the Bonds, the
Indenture and the other documents referral to above, and this resolution.
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Sectim 14. The Rata hereby consents to the dismUttion of the Preliminary
Placement Memorandum and the Placement Memorandum in Connection with the sale of
the Boods, in atbwndelly the form of the Preliminary Placement Memorandum on file
w tis the low as of the date tiered; provided dot the Mayor may approve such
variations, omisdons. and introns as are not materially incomisteat with the form
approved by the Imm on aha dale hereof and with rich Changes as shall be necessary, in
the opinion of legal eotmed, to comply with applicable securities laws. The Preliminary
Plnoement Memorandum and do Placement Memorandum are the sok materials authorized
by the Isrier for on In connection with the offer and ale of the Boody, except that copies
of the documeab r P Olerenoed above may be provided upon request.
SoWaLjS. The Mayor and the City Manager are authorized and directed to
execute and deliver any and all certificates, agreements or other documents which are
required by the Indenture. the Loan Agreement, the Bond Placement Agreement or any
other cectitica u or documents which are deemed necessary by bond counsel to evidence
the validity or enforceability of the Bonds, the Indenture or the other documents referred to
in this resolution, or to evidence compliance with Sectiou 148 of the Loeroal Revenue
Code of 1986, as amended; and to take such other administrative action a is permitted or
required by the Irdeadne, the Loan Agreement and the Bond Placetne t Agreement. All
such agreements or repmeowdoat when made Stull be deemed to be agreements or
repcewtions. as the cane may be, of the Isom.
SWWRA. If fbr any rayon the Mayor is unable to execute and deliver those
documents referred to in this resolut m any other member of the City Council of the
Issuer may execute and deliver rich documents with the am force and effect a if Poch
documents were executed by the Mayor. If for any reason the City Manager is unable to
execute and deliver the documents r furred to in this resolution, arch document: may be
executed and delivered by any member of the City Council or the Assistant City Manager
with the same force and of ed as if rich documents were executed and delivered by the
City Manager.
Section 17. This resolution shall be in fall force and effect from and atter its
Iia
ADOPTED AND APPROVED this l7thklay of October , 1994,
THE CITY OF PLYMOUTH, MINNESOTA
Joycelyn H. Tierney
Mayor
Attest:
City Clerk
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