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HomeMy WebLinkAbout1998-081 Council ResolutionRESOLUTION NO. 98-81 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,000,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (MOLIN CONCRETE PRODUCTS COMPANY PROJECT) SERIES 1998 BE IT RESOLVED by the City Council of the City of Lino Lakes, Minnesota (the "Issuer"), as follows: 1. The Issuer has received a proposal from Molin Concrete Products, a Minnesota corporation (the "Company") that the Issuer undertake to finance a certain Project as herein described, pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), through issuance by the Issuer of its $3,000,000 Industrial Development Revenue Bonds (Molin Concrete Products Company Project) Series 1998 (the "Bonds"). 2. It is proposed that, pursuant to a Loan Agreement dated as of June 1, 1998, between the Issuer and the Company (the "Loan Agreement"), the Issuer loan the proceeds of the Bonds to the Company to finance a portion of the costs of the construction and equipping of an approximately 16,000 square foot building and an approximately 1600 square foot building at the Company's existing manufacturing facility at 415 Lilac Street, Lino Lakes, Minnesota 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 Issuer assign its rights to the basic payments and certain other rights under the Loan Agreement to Norwest Bank Minnesota, National Association in Minneapolis, Minnesota (the "Trustee") as security for payment of the Bonds under an Indenture of Trust dated as of June 1, 1998 (the "Indenture"). Payment of the Bonds is initially secured by an irrevocable Letter of Credit to be issued by Norwest Bank Minnesota, National Association in favor of the Trustee in an amount equal to the principal amount of the Bonds plus certain additional interest and premium, if any, thereon. The Bonds are intended to be privately placed with accredited investors by Norwest Bank Minnesota, National Association (the "Placement Agent"), pursuant to a Placement Memorandum (the "Memorandum") and in accordance with a Bond Placement Agreement among the Issuer, the Company and the Placement Agent (the "Placement Agreement"). 3. Forms of the following documents have been presented to the Issuer and are proposed to be executed by the Issuer in connection with issuance of the Bonds: (a) The Loan Agreement (b) The Indenture (c) The Placement Agreement 921019.2 2 The use of the Memorandum is hereby authorized, but the Issuer has not participated in the preparation of or reviewed, and will not participate in the preparation of or review, the Memorandum and has not made and will not make any independent investigation of the facts and statements provided therein; accordingly, the Issuer assumes no responsibility with respect thereto, including without limitation as to matters relating to the accuracy, completeness or sufficiency of the Memorandum. 4. It is hereby found, determined and declared that: (a) it is desirable that the Bonds be issued by the Issuer upon the terms set forth in the Indenture; (b) under the provisions of Minnesota Statutes, Section 469.162, and as provided in the Loan Agreement and Indenture, the Bonds shall be and constitute only a special and limited revenue obligation of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to the Agreement and the Indenture; the Bonds shall never constitute an indebtedness, a moral or general obligation or a loan of the credit of the Issuer or a charge, lien or encumbrance, legal or equitable, against the Issuer's property, general credit or taxing powers; and no holder of any Bonds shall ever have the right to compel any exercise by the Issuer 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 Issuer except the interests of the Issuer in the Loan Agreement which have been assigned to the Trustee under the Indenture. 5. The Loan Agreement, Indenture and Placement Agreement are hereby authorized to be executed in the name and on behalf of the Issuer by the Mayor and City Clerk -Treasurer at such time, if any, as they in their discretion may deem appropriate. Any other documents and certificates necessary in connection with the issuance of the Bonds are similarly authorized to be executed and delivered by the appropriate Issuer officers. 6. The issuance of the Bonds in the form and upon the terms, including interest rate and maturity, set forth in the Indenture is hereby authorized. The offer of the Placement Agent to place the Bonds for sale with institutional "accredited investors" at par, is hereby accepted. 7. The officers of the Issuer are authorized to prepare and furnish to the Placement Agent certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to 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 Issuer as to the truth of all statements contained therein. 921019.2 3 8. 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 Issuer officials authorized herein to execute said documents prior to their execution; and said Issuer officials are hereby authorized to approve said changes on behalf of the Issuer. The execution of any instrument by the appropriate officer or officers of the Issuer 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 Clerk -Treasurer, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or Acting City Clerk -Treasurer, re ectively. PASSED AND ADOPTED BY .HE C Y CSUN * OF THE CITY OF LINO LAKES, MINNESOTA, THIS 8th D Y ATTEST: Cit Clerk Treasurer 921019.2 4 STATE OF MINNESOTA COUNTY OF ANOKA CITY OF LINO LAKES I, the undersigned, being the duly qualified and acting Clerk of the City of Lino Lakes, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of the City of Lino Lakes, Minnesota duly called and held on the date therein indicated, insofar as such minutes relate to the authorization of the issuance of the $3,000,000 Industrial Development Revenue Bonds (Molin Concrete Products Company Project) Series 1998. WITNESS my hand this yj -day of June, 1998. Ctchit-e-e-iu City Cler 921019.2 5