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HomeMy WebLinkAboutCity Council Resolution 1997-2340 RESOLUTION NO. 97_-2,34 A RESOLUTION OF THE CITY OF PLYMOUTH, MINNESOTA AUTHORIZING THE ISSUANCE OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (WOODLAND VILLAGE INVESTMENTS LIMITED PARTNERSHIP PROJECT), SERIES 1997 IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,000,000; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN !NDEN7URE OF TRUST, A LOAN AGREEMENT AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY INEREOF; APPROVING A FINAL FORM OF PRIVATE PLACEMEN' MEMORANDUM; AND PROVIDING FOR THE SECURITY, RIGITTS, AND REMEDIES OF THE OWNERS OF SAID REVENUE BOND'S. WHEREAS, the City of Plymouth, Minnesota (the "Issuer") is a home rule charter city duly organized and existing under its char. m and 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 469.163 (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 costs of such industry, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, the Issuer desires to expand the business and employment opportunitics within the City of Plymouth (the "City"); and WHEREAS, the Issuer 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 as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expo -cs of the operation and maintenance of the project including, but without limitation, adequate insurance thereon and insurance against all liability for igjury 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 Woodland Village Investments Limited BEST & FLANAGAN, P.L.L.P. u Partnership, a Minnesota limited partnership (the "Company°)► a pmposal that the Issuer finance a project for purposes consistent with the Act, consisting of the acquisition, construction and equipping of an approximately 50,000 square foot expansion of a facility to be used by the Company in its aluminum casting manufacturing business (the "Project") which will be located at 2600 Niagara Lane in the City of Plymouth; and WHEREAS, following the publication of notice of a public heating in a newspaper of general circulation in the City at least 14 days, but not more than 30 days, before the hearing, the Issuer adopted a resolution upon the completion of the public hearing on March 5. 1997 (the "preliminary Resohttion") whereby the Issuer determined that, on the basis of information provided to it by the Company and others6 the effect of the Project, if a ndertakee% would be tc encourage the development of economically sound commerce in the City and increase current employment opportunities for residents of the City and surrounding areasall to the benefit of the residents and taxpayers of the City; and WHEREAS, by the Preliminary Resolution, the Issuer preliminarily approved the proposal on behalf of the Company that the City undertake to provide financing for the Project and gave preliminary approval of the Project, subject to final approval by the City; and WHEREAS, the issuer has received an allocation of bonding authority for the project in the amount of $6,000,000 from the Minnesota Department of Finance; and WHEREAS, the Issuer has received approval from the Minnesota Department of Trade 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 May 1, 1997 between the Issuer and National City Bank of Minneapolis (the "Trustee"). the Issuer proposes to authorize, issue and sell its Variable Rate Demand Industrial Development Revenue Bonds (Woodland Village Investments Limited Partnership Project), Series 1997 (the "Bonds") in an aggregate principal amount not to exceed $6,000,000, payable solely from the amounts plcdgcd ther'for under the Indenture; and WHEREAS, pursuant to a Loan Agreement ("Loan Agreement"), dated as of May 1, 1997, between the Issuer and the Company, 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 due, and which proceeds the Company will agree to use to pay a portion of the costs of the Project; and WHEREAS, concurrently with, as a condition to, and as nether security for, the issuance of the Bonds, and pursuant to a Letter of Credit and Reimbursement Agreement, dated as of May 1,1997, between TCF National Bank Minnesota (the "Bank") and the Company, the Bank will issue an irrevocable direct -pay Letter of Credit (the "Letter of Credit") to the Trustee; and BEST & FLANAGAN, P.L.L.P. -3- C] WHEREAS, pursuant to the Indenture, the Trustee is entitled to draw on the Latta of Credit to pay principal and interest on the Bonds in accordance with the provisions of the Indenture, which provisions indudN but aro not limited to, draws on the Letter of Credit in the event the Bonds are not re nariceted, when applicable, according to the provisions of a Remarketing A (the "Remarketing Agreement") among the Issuer, the Tmsta, the Company and FBS Investment Services, Inc.; and W7MREAS, neither tie Issuer nor the State of Knnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of the Issuer or the State of Minnesota or arty political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture), and in any event shall not give rise to a charge against the credit or taxing power of the Issuer, Hennepin County (the "County"), the State of Minnesota, or any political subdivision thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA AS FOLLOWS: Section 1. The Issuer acknowledges, finds, determines, and declares that the welfare of the State of Minnesota requires active promotion, attraction, encouragement and development of economically sound industry and commence through governmental actions for the purpose of preventing the emergence of blighted and marginal lands and areas of chronic unemployment, and the State of Minnesota has encouraged local government units to act to prevent such econoranie deterioration. 'Me Issuer further finds that accomplishing this is a public purpose, and that conventional, commercial financing to pay the cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of constructing and operating the Project would be reduced,l•ut that with the aid of municipal borrowing, and its resulting lower borrowing cost, the Project is economically more feasible. Section 2, The Issuer nether 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 Company to finance the acquisition, construction and equipping of a Project meeting the general purposes contemplated and described in Section 469.152 of the Act. Scction 3. The Issuer Rattner finds that the Bonds are payable solely Bom the trust estate including the Issuer's interest in the Loan Agreement and amounts drawn under the Letter of Credit issued by TCF National Bank Minnesota or any provider of a substitute letter of credit. Section 4. The Issuer further 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 BEST dt FLANAOAN, P.L.L.P. -4- 0 C] the security therefor pursuant to the terms of the Indenture; and (2) loan the proceeds of the Bonds to the Company in accordance with the provisions of the Loan Agreenratt. Section S. The issuance of the Bonds for the purpose of financing the Project is hereby authorized. The Bonds shall bear interest initially at a rate not in excess of six percent (6.0%) per annum, subject to final determination and subsequent adjustments as set forth in the Indenture, shall be in such denomination and form, be numbered and dated, shall mature and be subject to redemption prior to maturity, and shall have such other details and provisions as are prescribed by the Indenture. Section 6. The Bonds shall be special limited obligations of the Issuer payable solely from and secured by a pledge of the trust estate under the Indenture, 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 constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the Issue, the County, the State of Minnesota, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute the Indenture, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution and deli :,ery of the Bonds in accordance with the Indenture. and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights. obligations, duties, and agreements of the bondholders. the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed a: authorized herein, shall be deemed to be a part of this resolution as filly and to the same extent as if incorporated verbatim herein and shall be in hill tors and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Issue on the date hereof, and is hereby approved with such necessary and appropriate variations, omissions, and insertions as aro not materially inconsistent with such form and as the Mayor, in the Mayor's discretion with advice of special counsel to the Issuer, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 7. 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 "Placement Agreement") among the Issuer, the Company and FBS Investment Services, Inc. All of the provisions of the Placement Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as filly and to the same extent as if incorporated verbatim herein and shall be in bill force and effect from the date of execution and delivery thereof. The Placement Agreement shall be substantially in the form on file with the issuer on the date hereof, and is hereby approved with such awry and appropriate BEST & FLANAGAN, P.L.L.P. .5. • variations„ omissions, and insertions as are not materially ioommstent with such form as the Mayor. in the M@Ws discretion with advice of special counsel to the low, shall determine, provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Councilmember Bildsoe is an employee of FBS Investment Services, Inc.; however, Councibnember Bildsoe shall not have a voluntary personal financial imereai or personally benefit financially from the Placement Agreement The fee to be paid to FBS Investment Services, Inc. is an obligation of the Company and not of the Issuer. The Issuer bereby determines that such fee is as low or lower than the price at which the services under the Bond Plaeernvo Agreement cool be obtained elsewhere. Section 8. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the ;.oan Agreement with the Company, and when executed and delivered as authorized herein. the Loan Agreement shall be deemed to be a part of this. resolution as hilly and to the same extent as if incorporated verbatim herein and shall be in fill force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially 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 the Mayor's discretion with advice of special counsel to the Issuer, shall determine; provided that the execution thereof by the Mbyor shall be conclusive evidence of such determination. Section O. The Mayor is hereby authorized and directed to execute and deliver the Remarketing Agreement, end when executed and delivered as authorized herein, such agreement shall be deemed to be a part of this resolution as filly and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery therwE Ther Remarketing Agreement shall be substantially in the fore on file with the Issuer on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as we not materially inconsistent with such form and as the Mayor, in the Mayor's discretion with advice of special counsel to the Issuer, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section W. All covenants, stipulations. obligations, repmsentatloas, and agreements of the Issuer 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 Issue to the Rill extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties 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 duties. No covenant, stipulation, obligation, representation. or BEST dt FLANAGAN, P.L.L.P. .6- • agreement herein contained or contained in the Indenture or other documents referred to above shall be deemad to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the Issuer 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 liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Indenture, the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof; shall constitute or give rise to a general obligation of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Indenture, the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement, the Bonds oe in any other document relating to the bonds, the Issuer has not obligated itself to pay or remit any funds or revenues other than the trust estate described in the Indenture. Section 11. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, other thvt the Issuer, the owners of the Bonds, and the Trustee, as fiduciary for owners of the Bonds, to the extent expressly provided in the Indentme, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the owners of the Bonds, and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. Section 12. In case any one or more of the provisions of this resolution or of the Indenture or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity 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 corditions set 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 Letter of Credit referred to in the Indenture, the creation of the funds provided for in the indenture, the provisions 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 are 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, obligations, and agmementa on the part of the Issuer to create such frmds and to apply said 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. BEST" & FLANAGAN. P.L.L.P. -7- • Section 13. All acts, conditions, and things required by the laws 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 refiated 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 refuted to above have happened, exist, and have been performed as so required by law. 3eCtion 14. The members of the City Council of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Indenture and the other aoemnents retened to above for the hill, punctual, and complete performance of all the terns, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 15. The Issuer hereby consents to the distribution of the Private Placement Memorandum in connection with the sale of the Bonds. in substantially the form on file with the Issuer as of the date hereof, and ratifies the distribution thereof by the Placement Agent; provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this City Council on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Private Placemen.! Memorandum is the sole ma,zrial authorized by the Issuer for use in connection with the offer and sale of the Bonds, extvpt that copies of the documents referenced above may be provided upon request. Section 16. The Mayor and the City Manager are authorim' and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture. the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement, or any other certificates 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 Section 148 of the Internal Revenue Code of 1986, as amended; and to take such other administrative action as is permitted or required by the lndentum, the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement. All such !agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section 17. If for any reason the Mayor is unable to evecute and deliver those dr .uments referred to in this resolution, any other member of the City Council of the Issuer may exec..to and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any mer-ber of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed a.xd delivered by the City Manager. BEST & FLANAGAN, P.L.L.P. -8- L • Section 18. This resolution shall be in full force and effect from and after its passage. ADOPTED AND APPROVED THIS 16TH DAY OF APRIL, W. THE CITY OF PLYMOUTH, U NNESOTA Mayor Joycelyn H. Tierney Attest: Clerk Laurie F. ns *u0uvg 0w6=wins,. BEST & FLANAOAN, P.L.L.P. -9- ri