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HomeMy WebLinkAbout81-072 CERTIFICATION OF ^;I`:L'TF.S REiATING TO $ 3 , 500 , 000 TENL~OP CRY Z~'DUSTRIAL DEVELOPMENT FrVE~":E BONDS Lssuez : City of Lakeville, b,in:^.escta Governing Body: City.. Council Kind, date, time and place of meeting: A special meeting, held sept. 29 198.1, at 6:30 0' clock . p.m. , at City xall, 8747-208th Street W. Members ,present: Enright, sindt, zaun Members absent: Nelson Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 81-72 RESOLUTION AUTHORIZING Tg,E SALE AND ISSUANCE OF .TEMPORARY INDUSTRIAL DEVELOP*4ENT REVENUE BONDS UNDER THE MI2dNESOTA Mli::ICIPiL INDUSTRIAL DEVELOPMENT ACT TO FIA?iNCE A PROJECT THEREUNDER ON BEHALF OF DESPATCH TNDUSTRES, INC. AIZD AUTHORIZING THE EXECL'T?O~7 OF DOCUMENTS I, the undersigned, being the duly qualified and acting recording officer of the pudic 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 records of the corporation in my Legal custody,. from which they have been transcribed; that the documents are a,correct and complete transcript of the minutes of a meeting of the governing body of .the corporation, and correct. and complete copies of all resolutions and other actions taken and of ali documents approved by the governing body. at the meeting, insofar as they relate. to the obligations; and that the 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 officially as such recording officer this 29th day of Seotemb 19 _ atric:{ E. M Garvey (:SEAL) City Clerk-Admnistrat r Member sindt introduced the following resolution and moved its adoption: RESOLUTION NO. 81-72 RESOLUTION AUTHORIZIPIG THE SALE A:'D ISS;JANCE OF TEMPORARY INDUSTRIAL DEVELOPA,ENT REVENUE-BONDS UNDER THE MINNESOTA MU~TICZPAL INDUSTRIAL DEVELOPMENT ACT TO FIV'A:~TCE A PROJECT THEREiJLJDEP. ON BEHALF OF DESPATCH INDUSTRIES, INC. A.ND AUTHORIZING THE E~ECL'TION OF DOCL'ME\TS BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the City}; as follows: Section 1. Authorization an3 Recitals. 1.01. General Authority. The City is 3'.:tllorized by :Kinnesota Statutes, Chapter~474, as a:.iended (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 installation of machinery . and equipment of any and all kinds and any other personal properties deemed necessary in eornection with a project; as defined in the Act. 1.02. Proposed Project and Bonds. Representatives of Juram & Moody, Inc. (the Underwriter), and Despatch Industries, Inc., a Minnesota corporation (the Company)., have proposed that. the City, acting under and pursuant to the Act, issue and sell to the Underwriter its $3,500,000 Temporary Industrial Develap..ent Revenue Bongs (Despatch Industries., Inc.- Project.), Series 1982 (the Bonds), for the purpose. of defraying the costs of a rroject (the Project) consisting of acquisition of land within the City, the construction of one or more buildings and related facilities, and the acquisition and installation of certain personal property for use by the Company as an addition to .its existing manufacturing facility. Pursuant to the proposal the proceeds of the Bonds will be loaned by the City to the Company and the Company agrees to make payments sufficient to .pay the principal of, premium, if any,.-and interest on the Bonds. The City will assign its interest in the Loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defi:~ed}. 1.03. Prior Approval. By Resolution No. 80-80 adopted on Auguste 18, 198©, this Council gave preliminary .approval to the Project and the issuance of Bonds in the -2- aggregate principal amount of $2,5C`0,000. On July 20, 19~i1, this Council adopted Reso;ation _~o. 31-49 granting preliTninary ap?roval to the Project anc the issuan~e.o* Bcns in an amount as not to excee $~,.~00,00~ to provide finar_cing and .authorizing prepzrati~~n cf necessary documents. 1.04. Project Cost. " The ;.oripany and the. ~Jnderwriter have advised this Council and t'~is Council hereby finds that the estimated costs of the Project at the present time exceed $3,500,000. Pursuant to the Loan Agreement, all costs of the Project in excess of the proceeds of the Bonds available therefor are required to be paid by the Company. 1.05. Documentation. ~'or<<<s o= the roilowing documents .relating to the Project have aeen prepared and submitted to this Council and are hereby directed to be filed with .the-City Clerk-Admir.ist_ator: (a) a Loan Agreement (the Loa: Agreement), to be dated as of October 1, 1931, proposed tb be made and entered into between the City a:~c the Company pursuantto .which the City loans the proceeds of t:~e Bonds to the Company; (b) an Indenture of Trust (.the Indenture), to be~ dated as of October 1, 19.82, proposed ~co be made and entered into between the City and the First Trust Company of Sint Paul, as trustee (the Trustea), establishing the terms .and conditions of the Bonds; (c) a Bond Purchase tagreenent (the Bond. Purchase Agreement), to be dated as of 1981, proposed to be made and entered into among the City, the Company and the *Jnderwriter, pursuant to which the Underwriter agrees to purchase the Bonds; (d) an Irrevocable Letter of Credit (the Letter of Credit) to be issued by iJorthwestern National Bank of Minneapolis (the Bank) for the account of the. Company in favor of the Trustee, authorizing the Trustee to draw upon the Bank for sums sufficient, together-with certain proceeds of the Bonds and other moneys then on deposit in the trust funds created under the Indenture, to pay .principal of the Bands when .due; and (e) a Disbursing Agreement (the Disbursing Agreement), to be .dated as of October 1, 1981, proposed to be made and entered into among the company, the~3ank, tine Trustee and Title Insurance Company of vinnesota. -3- Section 2. Findings. It is hereby found, deterr,.i~~ed and declared that: (a) .the Project, as,cefir:ec herein and in the loan Agreement, constitutes a project authorize3 by Section 474.02, Subdivision 1 0 the ACS; (b) the -purpose o~ the Protect is 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 bf blighted and marginal lands and areas of chronic unemployment; by promoting the use of available resources of thecommunity thereby retaining the benefit of its existing investment in educational and public service facilities; by discouraging the movement of talented, educated personnel o` matare age to other areas, this preserving the economic. and human resources needed as a base .for providing governmental ~~rvices 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 is located r. the City, at a site which is readily accessible to em_loyees residing within .the City and the surroundinc corzrnunity; (d} the Project will add to the tax base of the City and overlapping taxing jurisdictions; (e) the Project has been approved by the Commissioner of Securities of the State or Minnesota, as tending to further the purposes and policies of the Act; (f) the financing of the Project, the issuance and sale ofthe Bonds in the principal amount of $3,500,000, the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the performance of all covenants and aGreements of the City+contained in the Loan Agreement, the Indenture and the Bond Purchase Agreement and of all. other acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds valid and binding obligations of the amity in accordance with their .terms, are authorized by the Vic:.; - _d_ {g) it 'is desirable .that a series of Temporary Industrial Development Revenue Bonds in the amount of $3,500,000 be issued by the City pursuant to ~Sinnesota Statutes, Section 474.0? upon the terns set forth in the .Indenture, under the provisions of ~~hich the City's i:~terest in the Loan Agreement and the pa~.~rnents thereunder kill be pledged to the Trustee as security for. the pay- meet of the principal of, premium, if-any, and interest on the Bonds; {h) the loan. repayments contained in .the Loan 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, premium, if any, and interest on all Bonds issued under the Indenture k~hen due; and the Loan Agreement also provides that the Company is required to pay. all expenses of the operation and maintenance of the Facilities {as defined in the Loan Agreement), 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 racilties and payable during the terra of the Loan Agreement; {i) under the provisions o~ Section. 474.10 of the Act and as .provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof and amounts drawn under the .Letter of Credit; the City is act subject to any liability thereon and no holders of the Bonds shall-ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City other than the revenue pledged to payment of the Bonds; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except. its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof and amounts drawn under the Letter of Credit; and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3. Permanent-Tax-ixempt Financing. {a) The City hereby recognizes that the financing for the Project is intended to consist of the -5- Bonds,. to be .issued by the City to provide interim construction financing, and longterm. industrial development revenue bonds to be issued by the City, the ..proceeds of which will be used to pay or refund the Bonds .at ar prior to maturity. The City has been advised by the Company that if a purchaser nor the longterm industrial development revenue bonds cannot be found, the Trustee.. will draw. upon the Letter of Credit for the funds necessary to pay the .Bonds at .maturity, in which event the Company will make repayment to .the Bank for the amounts drawn under the Letter of Credit from such other funds as may then be available-to the Company. (b) The City hereby preliminarilyundertakes to provide such longterm industrial development revenue bond financing for an amount not to exceed $;,500,000, under .such terms and conditions as the City customarily requires for such financing, subject to agreement as to details of said financing by the City, the Company and .the purchaser thereof, and upon the fulfillment of such other conditions to the issuance of such longterma industrial development revenue bonds as the City, the City Attorney and/or bond counsel may specify. The City has been advised and recognizes that. this preliminary underta;cing on its: part to issue such longterm industrial development .revenue bonds is a further inducement to the Company to construct and complete the Project and to the Underwriter to purchase the Bonds. 4. Authorization and Approval of the Project, ` Loan. Agreement, Indenture and Bond Purchase Agreement. The City ishereby authorized to provide for the financing for the Project and to pledge and assign the revenues therefrom and its interest in the Loan Agreement, all as provided in the Loan Agreement and the Indenture. i'h a forms of Loan Agreement, Indenture, Bond Purchase Agreement, Letter of Credit and Disbursing Agreement .referred to in Section 1.05 hereof are approved subject to such modifications as are deemed appropriate and approved by the City Attorney, Th_e Mayor and City Clerk Administrator are hereby authorized to approve the interest rate on the Bands, provided that the interest rate. may not exceed twelve percent per annum. Approval of the ioan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds shall be conclusively evidenced by execution thereof by the Mayor and City Clerk-Administrator. The Mayor and City Clerk-Administrator are hereby authorized and directed to execute the Loan Agreement upon execution thereof by the Company, the Bond Purchase Agreement upon -6- execution thereof the ?'ndenture u by the Company and -the Underwriter and P°ri eXecuti~n thereof Co~~ies of all of the ^rovided therein. documents shall be ahe Trustee. The Mayor and C~ t lZVe~ ed as are also authorized Y ~-lerk-Admi-~is~- instruments .and directed t0 execute r, `'L'e _pr as su..t3 other transactions hereinbe require;; to `jive effe ~ authorized to executeontgr,.plated' c~ `O the and delive t he Trustee is upon execution-thereof r he Disbursin by the other parties 9 Agreement thereto.. Official Statement. The Underwriter p e_s vl~ .sale. by means of ropos to per the Bonds for Statement an Official State:~e + • As of the date of adoption ror?~this 1rQal 1 . a preliminary Official 1981, has been ~~ate:ne:.t, :.gated ~ solu~ion is hereby appravedpared,,and presented SeP`"enber , to the ~ounci'l, and :`aYor and Au~hority is hereby given to the of this City Clern-A4ministrator, without Council, to a r .~urther necessaa by the UnderTpP~oeve anc final Official t a°~ton . Sta em,., ry• to execute the sa:,ie, if 6• The Bonds; Terms, Sale anc Execution. •O1 • Authorization. collection of revenues ~ In an~lcipation of the Pr°ceed forthwith o_ the ~ro7ect, the October Q to issue its Bons dated astofshall in the 1, 1.81, in the form and u Indenture, the p°n she terms. set forth resolution. O.z~3,.ia1 Statement and The Bonds are soles this prices and upon the to the L'nde Agreement. terms sPECifed i_r rv,'riter at the the Bond Purchase Clerk-02. Execution• The jti. Administrator are 'aycr and City execute the Bonds as hereby authorized and directed to .Indenture Prescribed herein and in the with and tO deliver them to a certified co the Trustee, together documents Py o1 this resolution, the other required in the IndenturQ certificates, documents and such other aPProprate to effect thence instruments as may be contemplated. transaction herein The Trustee is hereby appointed authenticating agent Section 475.55 pursuant to Minnesota Statutes, , Subdivision 1• 5.03• Modifications aPProval hereby given to, Absence of Officers. The above includes an approvalho~:various ~ f, -oc~ments referred to modifications and dele~- uch additions, ions as may ne necessary and _7_ apprapriate and approved by the City Attorney prior to the execution of the documents; provided that any such adcitions, :codifications and deletions mad- not affect in any material aspect any of the City's rights or obligations thereunder. T:-~e -execution of any instrument by the appropriate officer or officers a= the CitL herein aLt::orized shin? be conclusive evidence or the appraval of such documents in accordance with the ter•.ns hereof. In the absence of the Mayor or City Clerk-Administrator, any of the documents authorized by this resolution to be executed, may be executed by the - acting Mayor or acting City Clerk-,dministrator, respectively. 0.04. Election Under erode. T:he City .hereby elects to apply Section 103~b 0 of t:-~e ?nternal Revenue Code of 1954, as amended, to the Bonds, and the Mayor and City Clerk-Administrator are authorized and directed to file evidence of such election with the Internal Revenue Service and to to such other action as may be necessary to make such ele t'on effective. .Ma o ?,ttest: t City Clem -A in sera' r The emotion for the adoption of the. foregoing. .resolution was duly seconded by Menber Enright , .and upon vote being. taken thereon, the following .voted in .favor thereof : Enright, Sindt, Zaun .and the fallowing voted against the same:. None whereupon said resolution was declared duly passed and adopted. -8-