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RES 1980-56 - 00006501t RESOLUTION NO. 56 - 1980 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL REVENUE BOND PURSUANT TO CHAPTER 474, MINNESOTA STATUTES TO PROVIDE FUNDS TO BE LOANED TO SIMER PUMP COMPANY FOR INDUSTRIAL DEVELOPMENT PROJECT AND APPROVING LOAN AGREEMENT, PLEDGE AGREE- MENT, CONSTRUCTION LOAN AGREEMENT, COMBINATION MORTGAGE, SECU- RITY AGREEMENT AND FIXTURE FINANCING STATEMENT, AND BUY AND SELL AGREEMENT BE IT RESOLVED by the City Council of the City of Fridley, Minnesota (the "City "), as follows: 1. Authority. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act "), authorized to issue and sell its revenue bonds for the purpose of financing the cost of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Project; Documents Presented. This Council proposes that the City shall issue and sell its City of Fridley Industrial Development Revenue Bond ( Simer Pump Company Project) in substantially the form set forth in Exhibit A to the hereinafter mentioned Loan Agreement (the "Bond ") pursuant to the Act and loan the proceeds thereof to Simer Pump Company, a Minnesota corporation (the "Company "), to finance the costs of the construction of an addition to its existing manufacturing building and the acquisition and installation of equipment therefor, together with any site improvements required in relation thereto, (the "Project ") all pursuant to the Act. Forms of the following documents relating to the Bond and the Project have been submitted to the City Council and are now on file in the office of the City Clerk. (a) Loan Agreement (the "Loan Agreement ") dated as of May 1, 1980, between the City and the Company whereby the City agrees to make a loan to the Company and the Company agrees to complete the Project and to pay amounts sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bond; (b) Assignment and Pledge Agreement (the "Pledge Agreement "), dated as of May 1, 1980, from the City of Midland National Bank of Minneapolis (the "Mortgagee "), whereby the City assigns its interest in the Loan Agreement to the Mortgagee as security for the Bond: (c) Construction Loan Agreement (the "Construction Loan Agreement "), dated as of May 1, 1980, by and among the City, the Mortgagee and the Company, providing for the purchase of the Bond by the Mortgagee and the making of advances thereunder from the Mortgagee to the Company; (d) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage "), dated as of May 1, 1980, between the Company and the Mortgagee, by which the Company grants to the Mortgagee a mortgage lien on and security interest in the Mortgaged Property, as defined therein, as security for the payment of the Bond (this document not to be executed by the City); and (e) Buy and Sell Agreement (the "Buy and Sell Agreement "), dated as of May 1, 1980, by and among the Mortgagee, The Ministers Life and Casualty Union (the "Permanent Lender ") and the Company, whereby the Permanent Lender agrees, at the completion of the Project, and subject to the conditions therein stated, to purchase from the Mortgagee the Bond and the instruments providing security therefor (this document not to be executed by the City). 3. Findings. It is hereby found, determined and declared that: (a) The Project, as described in paragraph 2 above and in the Loan Agreement, constitutes a project authorized by and described in Section 474.02, Subd. 1, of the Act. WIRM S4 Page 2 -- RESOLUTION NO. 56 - 1980 (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economic deterioration; the development of sound industry and commerce to use the available resources of community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, educated personnel to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and increasing the tax base of the City and the county and school district in which the Project is located. (c) The Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act. (d) The issuance and sale of the Bond, the execution and delivery of the Loan Agreement, the Construction Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements of the City contained in the Bond, the Loan Agreement, the Construction Loan Agreement, and the Pledge Agreement and of all other acts of the City and the State of Minnesota to make the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement and the Bond valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (e) It is desirable that the Bond, in the principal amount of $550,000, be issued by the City upon the terms set forth herein and in the Loan Agreement, be assigned to the Mortgagee pursuant to the Pledge Agreement as security for the payment of principal of, premium, if any, and interest on the Bond. (f) The Loan Agreement provides for payments by the Company to the Mortgagee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bond when due. No reserve funds are deemed necessary for this purpose. The Loan Agreement obligates the Company to provide for the operation and maintenance of the Project, including adequate insurance, taxes and special assessments. (g) Under the provisions of Section 474.10, Minnesota Statutes, and as provided in the Loan Agreement, the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement which are pledged to the payment thereof, or moneys received upon disposition of the Mortgaged Property under the Mortgage; the City is not subject to any liability thereon; no holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, other than its interest in the Loan Agreement, the Bond shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a pecuniary liability of the City of a charge against its general credit or taxing powers and that the Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. 4. Approval and Execution of Documents. The forms of Loan Agreement, Pledge Agreement, Construction Loan Agreement, Mortgage and Buy and Sell Agreement, referred to in paragraph 2 are approved. The Loan Agreement, Pledge Agreement, and Construction Loan Agreement shall be executed in the name and on behalf of the City by its Mayor and City Manager, or by other appropriate officers of the City authorized to execute documents on their behalf, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the City Attorney, Bond Counsel and as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all documents shall be delivered and filed as provided therein. The Mortgage and Buy and Sell Agreement may contain such revisions as may be approved by the Mortgagee and the parties executing the same. f] W Page 3 -- RESOLUTION NO. 56 - 1980 5. Approval, Execution and Delivery of Bond. The City shall proceed forthwith to issue the Bond, to be dated the date of delivery, in the principal amount of $550,000, in the form and containing the terms set forth in the form of Bond attached as Exhibit A to the Loan Agreement, which terms are for this purpose incorporated in this resolution and made a part hereof. The proposal of the mortgagee to purchase the Bond at a price of $550,000 (100% of its par value) by making advances in accordance with the Construction Loan Agreement is hereby found and determined to be reasonable and is hereby accepted. The Mayor and City Clerk are authorized and directed to prepare the Bond in typewritten form substantially in the form set forth in Exhibit A to the Loan Agreement. The Bond shall be executed by the manual signatures of the Mayor and City manger and the official seal of the City shall be affixed thereto. When so prepared and executed the Bond shall be delivered to the Mortgagee upon receipt of the purchase price therefor, which may be paid to the parties entitled to receive the loan proceeds in accordance with the Construction Loan Agreement and the Loan Agreement. The Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Registration Records. The City Clerk, as Bond Registrar, shall keep a Bond Register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be payable to the Mortgagee or registered assigns in lawful money of the United States of America at the address of the Mortgagee or registered assions as shown on the Bond Register. 7. Mutilated, Lost, Stolen or Destroyed Bond. If the Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver to the registered owner a new Bond of like date, number, maturity and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Company evidence of such loss, theft or destruction satisfactory to the City and the Company together with indemnity satisfactory to them. The City may charge the Bondholder with its reasonable fees and expenses in this connection. 8. Transfer of Bond; Person Treated as Owner. The Bond shall be transferable by the registered owner on the Bond Register of the City, upon presentation of the Bond for notation of such transfer thereon at the office of the City Clerk, as Bond Registrar, accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar and the City Attorney duly executed by the registered owner or its attorney duly authorized in writing. The registered owner seeking to transfer ownership of the Bond shall also give written notice thereof to the Company. The Bond shall continue to be subject to successive transfers at the option of the registered owner of the Bond. No service charge shall be made for any such transfer, but the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Bond Registrar shall give written notice to the Company of any transfer of ownership recorded on the Bond Register immediately upon effectuating the same. The person in whose name the Bond shall be registered from time to time shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of and interest on the Bond shall be made only to or upon the order of the owner thereof, or its attorney duly authorized in writing and neither the City, the Bond Registrar nor the Company shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. 9. Amendments, Charges and Modifications to Loan Agreement, Construction Loan Agreement, Pledge Agreement and Bond Resolution. The City shall not, without the written consent of the Mortgagee, enter into any agreement, change, modification, alteration or termination of the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement or this Bond Resolution. Page 4 -- RESOLUTION NO. 56 - 1980 10. Certificates, etc. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchase of the Bond, certified copies of all proceedings and records of the City relating to the Bond, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in such 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 therein. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 2ND DAY OF JUNE, 1980. WILLIAM J. NEE 7OR ATTEST: is CITY CLERK - MARVIN C. BRUNSELL