Loading...
HomeMy WebLinkAbout1997-019 Council ResolutionRESOLUTION NO. 97-19 RESOLUTION AUTHORIZING ISSUANCE OF $6,000,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1997, AND AUTHORIZING EXECUTION OF VARIOUS DOCUMENTS (TAYLOR CORPORATION PROJECT) WHEREAS, (a) Minnesota Statutes Sections 469.152 to 469.1651, as amended, (the "Act") confers upon municipalities the authority to issue revenue bonds to finance the cost of a "Project" consisting of any properties, real or personal, used or useful in connection with a revenue producing enterprise engaged in any business; (b) The City Council (the "Council") of the City of Lino Lakes, Minnesota, a municipal corporation duly organized and existing under the laws of the State of Minnesota (the "City") has received from Taylor Corporation, a Minnesota corporation (the "Company") a proposal that the City assist in financing the cost of the Company's acquisition, construction and equipping of an 150,000 sq. ft. manufacturing facility to be located at the I-35 and County Road 14 interchange, in the City, (the acquisition, construction and equipping shall be referred to in this Resolution as the "Project") by the issuance of revenue bonds under the Act; (c) No public official of the City has either a direct or indirect financial interest in the Project nor will any public official of the City either directly or indirectly benefit financially frcm the Project; (d) The City, pursuant to Section 469.154, Subdivision 4 of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, (the "Code"), published a Notice of Public Hearing, a copy of which with proof of publication is on file in the office of the Clerk -Treasurer of the City, of a Public Hearing on the proposal of the Company that the City assist in financing the cost of the Company's construction of the Project by the issuance of the Bonds (as hereafter defined); and (e) The Council conducted a Public Hearing on the date of this Resolution and prior to the consideration of this Resolution pursuant to said Notice, and all persons who appeared at the Public Hearing were given an opportunity to express their views with respect to the Company's proposal. 776937.1 NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Lino Lakes, Minnesota as follows: 1. It is proposed that the City issue its Variable Rate Demand Industrial Development Revenue Bonds, Series 1997 (Taylor Corporation Project) (the "Bonds") in the principal amount of $6,000,000, the proceeds of which will be used to finance the cost of the Project; 2. The City will issue the Bonds pursuant to an Indenture of Trust dated as of March 1, 1997 (the "Indenture") between the City and Norwest Bank Minnesota, National Association, in Minneapolis, Minnesota as trustee (the "Trustee"). The Bonds will be privately placed with an accredited investor by Norwest Bank Minnesota, National Association, located in Minneapolis, Minnesota (the "Placement Agent") pursuant to a Bond Placement Agreement dated as of the date of issuance of the Bonds (the "Bond Placement Agreement") by and between the City, the Company and the Placement Agent, and a Placement Memorandum dated as of the date of issuance of the Bonds (the "Placement Memorandum"). 3. The City will loan the proceeds from the sale of the Bonds (the "Loan") to the Company pursuant to a Loan Agreement dated as of March 1, 1997 (the "Loan Agreement") by and between the City and the Company. The Company will use the Bond proceeds to finance the costs of the Project. Under the terms of the Loan Agreement. the Company has agreed to repay the Loan by making payments to the Trustee (the "Basic Payments") in amounts necessary to provide for the payment of the principal of, purchase price, and interest on the Bonds. 4. As security for the payment of the Bonds, the City will assign and pledge all of its right, title and interest in and to the Loan Agreement (except certain rights reserved to the City), including the Basic Payments, to the Trustee pursuant to the Indenture. The Bonds will also be secured by an irrevocable direct pay letter of credit (the "Letter of Credit") issued by Norwest Bank Minnesota, National Association (the "Bank") to the Trustee in the principal amount of the Bonds, fifty (50) days' interest on the principal amount of the Bonds and a three percent premium upon a Determination of Taxability pursuant to a Reimbursement Agreement dated as of March 1, 1997 (the "Reimbursement Agreement") by and among the Bank, the Company and the Trustee. 5. Nothing in this Resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any City funds to finance the Project. The Bonds and interest 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 or moral obligation of the City or a charge against its general credit or taxing powers and neither the full faith and credit nor the taxing 776937.1 2 powers of the City is pledged for the payment of the principal of or interest on the Bonds. 6. Forms of the following documents have been submitted to the City: 776937.1 (a) The Loan Agreement; (b) The Indenture; (c) The Bond Placement Agreement; and (d) The Placement Memorandum. 7. It is hereby found, determined and declared that: (a) the Project described in the Indenture and the Loan Agreement constitutes a "Project" authorized by the Act; (b) the purpose of the Project is, and the effect thereof will be, to promote the public welfare by expanding the City's economic base through the acquisition, construction and equipping of an 150,000 sq. ft. manufacturing facility; (c) the Project is to be located within the City limits, at a site which is easily accessible to employees residing within the City and the surrounding communities; (d) the construction of the Project, the issuance and sale of the Bonds, the execution and delivery by the City of the Loan Agreement, the Indenture, and the Bond Placement Agreement, and the performance of all covenants and agreements of the City contained therein, and the City's performance of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Indenture, the Loan Agreement, the Bond Placement Agreement, and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of the Act and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the City hereby determines to be necessary, desirable and proper, to complete the acquisition and construction of the Project by such means as shall be available to the Company and in the manner determined by the Company, and with or without advertisement for bids as required for the acquisition and construction of municipal facilities; (f) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; 3 (g) the Basic Payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of the principal of, purchase price, 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; and (h) under the provisions of the Act, and as provided in the Loan Agreement and the 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 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, either 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 of Minnesota or its political subdivisions and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 8. The forms of the Indenture, the Loan Agreement, and the Bond Placement Agreement (collectively the "Bond Documents") and exhibits thereto are approved in substantially the form submitted. Subject to the review and approval of Bond Counsel and City staff, the Mayor and the Clerk -Treasurer of the City are hereby authorized and directed to execute the Bond Documents in substantially the forms submitted. Any other documents and certificates necessary to the transaction described above shall be executed by the appropriate City officials. In the event of the disability or the resignation or other absence of the Mayor or Clerk -Treasurer, such other officers who may act in their behalf shall without further act or authorization of the Council do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Bond Documents. 776937.1 4 9. Subject to approval of the final forms of the Bond Documents by Bond Counsel, the Mayor and the Clerk -Treasurer, the City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture, provided that the Bonds shall be issued subject to the approval of the Project by the Minnesota Department of Trade and Economic Development. The offer of the Placement Agent to place the Bonds for sale on substantially the terms set forth in the Indenture which has been submitted to the City in connection with this Resolution, at the interest rate or rates established in accordance with the Indenture, is hereby accepted. The Mayor and Clerk -Treasurer 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 Purchaser. 10. The City hereby consents to the use of the Placement Memorandum in connection with the private placement of the Bonds. The City has not prepared nor made any independent investigation of the information contained in the Placement Memorandum other than the section therein captioned "The Issuer", and the City takes no responsibility for such information. The City relies exclusively on the due diligence of the Company and the Placement Agent as to the adequacy of the disclosures made in the Placement Memorandum. 11. The Mayor, Clerk -Treasurer and other officers of the City are authorized and directed to prepare and furnish to the Placement Agent 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 herein. 12. 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 Mayor and Clerk - Treasurer authorized herein to execute said documents prior to their execution; and the Mayor and Clerk -Treasurer are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate official or officials herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 776937.1 5 CERTIFICATION I, the undersigned, being the duly qualified and acting Clerk -Treasurer of the City of Lino Lakes, Minnesota, (the "City") DO HEREBY CERTIFY as follows: 1. I have carefully compared the attached and foregoing Resolution with the original thereof which is on file and of record in my office, and the same is a full, true and complete copy of the resolution duly adopted by the City Council of the City at a meeting thereof, duly called and held on February 10, 1997, insofar as the same relates to the City's $6,000,000 Variable Rate Demand Industrial Development Revenue Bonds, Series 1997 (Taylor Corporation Project). 2. Councilmember Kuether introduced the attached Resolution No. 97- 19 , and moved its adoption. 3. The motion for the adoption of the attached Resolution was duly seconded by Councilmember Neal and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: Bergeson, Kuether, Lyden, Neal, Landers. and the following voted against the same: None. 776937.1 By Gth. Clerk-Tieasurer Adopted by the City Council of the City of Lino Lakes, Minnesota this 10th day of February, 1997. CITY OF LINO LAKES, MINNESOTA By At t e s t(—:/2262-4-9-] i,, i - ( \ Clerk -Treasurer 776937.1 6