Loading...
HomeMy WebLinkAbout6461 - ADMIN Resolution - City Council - 1980/01/07JANUARY 7, 1930 6c RESOLUTION NO. 6461 RESOLUTION MAKING FINDINGS AND DETERMINATIONS REGARDING THE UNDERTAKING OF THE 1979 PROJECT AND THE FINANCING THEREOF AND THE PROCEEDINGS IN CONNECTION THEREWITH, DETERMINING TO PROCEED WITH AND GIVING PRELIMINARY APPROVAL TO THE 1979 PROJECT AND THE FINANCING THEREOF; AUTHORIZING BONDS; APPROVING THE FORM AND SUBMISSION OF THE APPLICATION FOR APPROVAL OF MUNICIPAL INDUSTRIAL REVENUE BOND PROJECT AND MAKING PROVISION FOR OTHER MATTERS IN CONNECTION WITH THE FOREGOING. ' BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota, as follows: Section 1. Findings and Determinations as to Proceedings Regarding the Undertaking of the 1979 Project and Financing Thereof. The City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City") hereby finds and determines: (i) the City has previously entered into a Sale Agreement dated May 1, 1975 (the "Basic Sale Agreement") with The Delmark Company, Inc., a Delaware corporation (the "Company"), pursuant to which the City acquired and sold to the Company certain land, buildings constructed thereon and equipment and other personal property acquired and installed therein and thereon to be used for packaging and processing food and pharmaceutical products and related purposes (the "Project"); (ii) the City has previously issued its St. Louis Park, Minnesota Industrial Development Revenue Bonds (The Delmark Company, Inc. Project), Series 1975 (the t "Series 1975 Bonds") pursuant to a Mortgage and Indenture of Trust dated May 1, 1975 between the City and a Trustee (as defined in said Mortgage and Indenture of Trust) (the "Basic Indenture") in the aggregate principal amount of $1,800,000 to finance the acquisition, construction, purchase and equipping of the Project; (iii) the Company has advised the Council of its desire to make certain additions, expansions and enlargements to the Project (the "1979 Project") and has requested that the City issue its revenue bonds to finance the cost thereof; (iv) on December 17, 1979 the Council adopted Resolution No. 6447entitled "Resolution Relating to a Project Under the Municipal Industrial Development Act; And Calling For A Public Hearing Thereon" at a meeting thereof, duly called, by an affirmative vote of not less than a majority of its members, proposing to undertake and finance the 1979 Project and calling for a public hearing thereon; (v) notice of the hearing stating the time and place thereof, the general nature of the Project and the 1979 Project, the estimated principal amount of the Bonds proposed to be issued to finance the 1979 Project and that a draft copy of the proposed application to the Commissioner of Securities together with all attachments and exhibits thereto would be made available for the public inspection following publication thereof and specifying the time and place when it would be so available was published on -2- r r 1 December 19, 1979, in the official newspaper of the City and in the Minneapolis Star, a newspaper of general circulation in the City; (vi) said hearing was conducted on January 7, 1980 at 7:30 o'clock, P.M. in Council Chambers, at City Hall, St. Louis Park, Minnesota; and (vii) all interested parties appearing at said hearing were afforded an opportunity to express their views. Section 2. Findings. and Determinations Regarding the Undertaking of the 1979 Project and the Financing Thereof. Based on the views expressed by the parties who appeared at the public hearing conducted on the proposal to undertake and finance the 1979 Project and based on a detailed consider- ation onsider-ation of the nature of the 1979 Project and impacts and effects of the undertaking thereof, the City finds and determines: (i) the issuance of revenue bonds by the City for the purpose of financing the 1979 Project will induce the Company to acquire and construct such 1979 Project in the City, (ii) in authorizing the 1979 Project the City's purpose is, and in the judgment of the Council the effect will be, to promote the public welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment; the development of industry to use the r 1 available resources of the 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 of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and by more intensive development of land available in the community to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; (iii) the 1979 Project when completed will add to the tax base of the City, and will accordingly be of direct benefit to the taxpayers of the City as well as those of the school district and,other taxing authorities in which the City is located; (iv) the 1979 Project furthers the purposes stated in Minnesota Statutes Annotated Section 474.01; and (v) the 1979 Project does not include any property to be sold or affixed to or consumed in the production of property for sale, and does not include any housing facility to be rented or used as a permanent residence. It is therefore hereby determined to proceed with the 1979 Project and the financing thereof. Section 3. Authorization of Bonds. The City is hereby authorized to issue its revenue bonds in the amount not to exceed $1,000,000 for the purpose of financing the Cost (as such term is defined in the Basic Indenture) of the 1 It 1979 project including all engineering, inspection, fiscal and legal expenses, and interest which is estimated will accrue during the construction period and for six months thereafter (including, to the extent permitted by law, interest paid or accrued on temporary construction or other financing, incurred by the Company pending the issuance of said revenue bonds). The City shall, upon request of the Company, use its best efforts to issue and sell the bonds. Said bonds shall be issued in accordance with the provisions of Minnesota Statutes Annotated Section 474.01 et sea. and shall be payable solely from and secured solely by a supplement to the Basic Indenture and the Basic Indenture and pledge of the X979 Project and the Project and payments to be made by the Company under and pursuant to an amendment to the Basic Sale Agreement, to be entered into by and between the Company and the City, and the Basic Sale Agreement. The bonds shall be entitled to the benefits, security and protection of the Basic Indenture, equally and prcportinately with the Series 1975 Bonds heretofore issued under the Basic Indenture and any other bonds hereafter issued under the Basic Indenture; shall rank pari passu with all binds heretofore or hereafter issued under the Basic Indenture; and shall be equally and - ratably secured with all bonds heretofore or hereafter issued under the Basic Indenture by all the right, title and interest in and to the Basic Sale Agreement as amended, -5- including the revenues derived thereunder, without priority or distinction of any bond over and any other bonds. In addition, the purchasers of the revenue bonds of the City shall be entitled to the benefit of a guarantee and indemni- fication agreement given separately by the Company and Sandoz United States Inc., the parent company of the Company, to the Trustee. Section 4. Approval of Project Preliminary; Issuance of Bonds Subject to Conditions. The approval of the 1979 Project above referred to is preliminary and the issuance of bonds for such purpose and in such amount approved is subject to approval of the 1979 Project by the Commissioner of Securities of the State of Minnesota and to the mutual agreement of this body, the Company and the initial purchasers of the bonds as to the details of the bond issue and provisions for their payment. In all events, it is understood, however, that the bonds of the City shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the Project and the 1979 Project, and each bondq when, as and if issued, shall recite in substance that the bond, including interest thereon, is payable solely from the revenues received from the Project and the 1979 Project and properly pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory limitation thereon. Section 5. Application to Commissioner of Securities. The form of the Application For Approval Of Municipal Industrial Revenue Bond Project and the exhibits attached thereto (the "Application") presented to this meeting as Exhibit 1, be and the same is hereby approved, and the officers of the City be and the same are hereby authorized and directed to prepare, execute and attach all exhibits required by said Application and date, execute and deliver to the Commissioner of Securities the Application in such form, together with such changes as the officers of the City executing the Application shall approve upon the advice of counsel, such approval to be conclusively evidenced by their execution thereof. This Council hereby ratifies, validates, confirms and approves such Application and the terms, provisions and conditions thereof. Section f. Reimbursement. It is understood and agreed that the Company shall commence the acquisition, construction, reconstruction, improvement, betterment, or extension to the aforesaid 1979 Project prior to the issuance of the revenue bonds, and that pending the issuance of said revenue bond the Company will arrange for temporary construction or other financing. The City shall reimburse the Company from the proceeds of the revenue bonds an amount equal to costs incurred by the Company related to the aforesaid 1979 Project to the extent permitted by law, including the principal amount of any temporary construction or other financing, together with interest thereon, and such reimbursement shall be deemed a portion of the costs of the aforesaid 1979 Project. -7- Section 7. Official Action. This Resolution shall constitute a "bond resolution" or "some other official action" toward the issuance of the revenue bonds within the meaning of Section 1.103-8(a)(5) of the Income Tax Regulations prescribed by the Treasury Department of the United States of America. Section 8. Effective Date of Resolution. This Resolution shall take effect upon its adoption. 1 Attest: Adopted by the City Council January 7, 1980. ceadjleze____ Nay Reviewed for Administration: , i\, \ \ Approved as to Form and Legality: --C____, 1 / tanager / -8- City Atrney