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79-38 . e e CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA RESOLUTION Date: June 4, 1979 Motion by Councilman: Neveaux Resolution No.: 78-38 Seconded by Councilman Gevinq A RESOLUTION AUTHORIZING THE CONSTRUCTION OF A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOP~~NT ACT AND THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT, AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS. BE IT RESOLVED by the City Council of the City of Chanhassen, Minnesota, as follows: 1. It has been proposed that the City issue its Industrial Development Revenue Bonds (M.A. Gedney Company Project), Series 1979, dated May 1, 1979 (the "Bonds"), in the principal amount of $1,500,000, to finance the construction of certain improvements to, and the acquisition and installation of items of capital equipment in, the existing facilities of M.A. Gedney Company (the "Company") in the City (collectively, the "Project"). The Council gave preliminary approval to the proposal by resolution duly adopted November 27, 1978, and pursuant to that resolution, drafts of the following documents relating to the Project have been submitted to the Council and are now, or shall be placed, on file in the office of the City Manager: (a) Loan Agreement, dated as of May 1, 1979, proposed to be made and entered into between the City and the Company; (b) Indenture of Trust, dated as of May 1, 1979 (the "Indenture)", proposed to be made and entered into between the City and the North- western National Bank of Minneapolis, in Minneapolis, Minnesota, as Trustee; (c) Official Statement, relating to the offer and sale of the Bonds; and (d) Bond Purchase Agreement, proposed to be made and entered into between the City, Company, and Juran & Moody, Inc., (the "Underwriter"). 2. It is hereby found, determined and declared that: (a) The Project constitutes a "project" as defined in ~474.02, Subd. 1, Minnesota Statutes; (b) The purpose of the Project, as defined in the Loan Agreement and Indenture, is, and the effect thereof will be (i) to promote the public welfare by the attraction, encouragement and development of -1- . e e economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; (ii) to develop a more intensive tax base for providing governmental services and facilities; and (iii) to provide additional employment opportunities for residents of the City and surrounding area; (c) The Project has been approved by the Commissioner of Securi- ties of the State of Minnesota as tending to further the purposes and policies of the Municipal Industrial Development Act; (d) It is desirable! that the Company be authorized, in accor- dance with the provisions: of ~474.03(6), Minnesota States, and subject to the terms and conditio~s set forth in the Loan Agreement, which terms and conditions the City d$tenmines to be necessary, desirable and proper, to provide for the'acquisition and construction of the Project by such means as shall be availab~e to the Company and in the manner determined by the Company, and with or without advertisement for bids; (e) It is desirable that the Bonds in the amount of $1,500,000 be issued by the City upon the terms set forth in the IIndenture, under the provisions of which the City's interest in the Loan Agreement and the loan repayments receivable pursuant thereto will be pledged to the Trustee as security for the payment of principal and interest on the Bonds; (f) The loan repaym~nts required by the Loan Agreement are fixed, and 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 and interest on all Bonds issued under the Indenture when due, and the Loan Agreement also provides 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 and payable during the term of the Loan Agreement; and (g) Under the provisions of Minnesota Statutes, ~474.l0, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject ot any liability thereon; no holders of the Bonds shall ever have the right to compel any exer- cise of the taxing powers of the City to pay any of the Bonds or the intere&thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof; and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. -2- e . e . . 3. The forms of Loan Agreement, Indenture and Bond Purchase Agreement referred to in '11 are approved. The Loan Agreement, Indenture and Bond Purchase Agreement, with such variations, insertions and additions as the City Attorney may hereafter deem appropriate, are directed to be executed in the name and on behalf of the City by the Mayor and City Manger. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The City hereby authorizes the distribution of the Official Statement to prospective purchasers of the Bonds, and execution of copies thereof by the Mayor. 4. The City shall proceed forthwith to issue the Bonds in the principal amount of $1,500,000 in the form and upon the terms set forth in the Indenture and Bond Purchase Agreement, which terms are for this purpose incorporated in this resolution and made a part hereof. The Mayor and City Manager are hereby authorized to approve the interest rates for the Bonds, and the price to be paid by the Underwriter, such approval to be conclusively evidenced by their execution of the Inden- ture and Bond Purchase Agreement; provided that the average coupon interest rate of the Bonds shall not exceed 7.65% and the purchase price shall not be less than $1,462,500. The Mayor and City Manager are further authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to the Underwriter. 5. The Mayor, City Manager and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Bonds and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required by bond counsel, and approved by the City Attorney, to show the facts relating to the legality and marketability of the Bonds. Passed and adopted by the City Council this 4th day of 1979. June City ATTEST: