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HomeMy WebLinkAbout6484 - ADMIN Resolution - City Council - 1980/02/04RESOLUTION NO. 6484 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $1,000,000 PRINCIPAL AMOUNT OF ST. LOUIS PARK, MINNESOTA INDUSTRIAL DEVELOPMENT REVENUE BONDS (THE DELMARK COMPANY, INC. PROJECT), SERIES 1980 AND PROVIDING FOR THE DETAILS, EXECUTION, AUTHENTICATION AND DELIVERY THEREOF; APPROVING THE FORM, TERMS, PROVISIONS AND CONDITIONS OF THE GUARANTEE AND INDEMNIFICATION AGREEMENT AND LETTER OF REPRESENTATION EACH DELIVERED BY SANDOZ UNITED STATES, INC. AND THE DELMARK COMPANY, INC.; APPROVING THE FORM, TERMS, PROVISIONS, CONDITIONS AND EXECUTION OF THE AMENDMENT TO THE SALE AGREEMENT, THE SUPPLEMENT TO THE MORTGAGE AND INDENTURE OF TRUST AND THE BOND PURCHASE AGREEMENT; 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. References. As used in this Resolution: "Amendment" shall mean the Amendment to the, Sale Agreement dated as of , 1980 between the City and the Company. "Basic Indenture" shall mean the Mortgage and Indenture of Trust dated as of May -1, 1975 between the City and the Trustee, as originally executed and delivered by the parties thereto. "Basic Sale Agreement" shall mean the Sale Agreement dated as of May 1, 1975 between the City and the Company as originally executed and delivered by the parties thereto. "City" shall mean the City of St. Louis Park,• Minnesota, a Minnesota municipal corporation. "Company" shall mean The Delmark Company, Inc., a Delaware corporation, its successors and assigns, or, if such corporation shall merge or be abolished, the corporation - succeeding to the principal functions thereof. "Company Guarantee" shall -mean the Guarantee and Indemnification,,Agreement dated as of , 1980 between the Company and the Trustee. -L - "Company Letter of Representation" shall mean the Letter of Representation dated as of , 1980 addressed to the Purchaser by the Company and attached as Exhibit A to the Company Guarantee. "Council" shall mean the City Council of the City. - "Purchase Agreement" shall mean the Bond Purchase Agreement dated , 1980 addressed to the Purchaser by the City and approved and confimed by Sandoz and the Company. "Purchaser" shall mean AEtna Casualty and Surety Company. "Resolution" shall mean this Resolution No. _ adopted by the Council on January 21, 1980. "Sandoz" shall mean Sandoz United States, Inc., a New York corporation, its successors and assigns, or, if such corporation shall merge or be abolished, the corporation succeeding to the principal functions thereof. "Sandoz Guarantee" shall mean the Guarantee and Indemnification Agreement dated as of , 1980 between Sandoz and t1e Trustee. "Sandoz Letter of Representation" shall mean the Letter of Representation dated as of , 1980 addressed to the Purchaser by Sandoz and attached as Exhibit A to the Sandoz Guarantee. "Series 1980 Bonds" shall mean the Series of Bonds in the aggregate principal amount of $1,000,000 authorized to be issued pursuant to Section 4 of this Resolution. "Supplemental Indenture" shall mean the Supple- ment to,the Mortgage and Indenture of Trust dated as of , 1980 between the City and the Trustee. "Trustee" shall mean Bankers Trust of South Carolina and Anthony A. Guthrie, in Columbia, South Carolina, and any successor trustee appointed, qualified and acting as such with the provisions of the Basic Indenture. Section 2. Approval of Amendment, Sandoz Guarantee, Sandoz Letter of Representation, Company Guarantee' -and Company Letter of Representation; Execution and Delivery of Amendment. The forms of the Amendment, Sandoz Guarantee, Sandoz Letter , of Representation, Company Guarantee and Company Letter of Representation presented to this meeting and filed with the minutes of this meeting as Exhibits 1, 2, 3, 4 and 5, respectively, be and the same are hereby approved, and the Mayor and the City Manager of the City, contemporaneously with the execution and delivery by Sandoz of the Sandoz Guarantee and Sandoz -3 - Letter of Representation and the Company of the Company Guarantee and Company Letter of Representation to the Trustee, be and the sane are hereby authorized and directed to execute and deliver to the Company the Amendment in the form of such Exhibit 1, together with such changes as such officers executing the Amendment shall approve upon advice of counsel, such approval to be conclusively evidenced by their execution thereof. This, Council hereby ratifies, validates, confirms and approves such Amendment, Sandoz Guarantee, Sandoz Letter of Representation, Company Guarantee and Company Letter of Representation and the terms, provisions and conditions thereof. Section 3. Approval of Supplemental Indenture; Execution and Delivery Thereof. The form of Supplemental Indenture presented to this meeting and filed with the minutes of this meeting as Exhibit 6 be and the same is hereby approved, and the Mayor and the City Manager of the City be and the same are hereby authorized and' directed to execute and deliver to the Trustee the Supplemental Indenture in, such form, together with such changes as such officers of the City executing the Supplemental Indenture shall approve upon advice of counsel, such approval to be conclusively,' evidenced by their execution thereof. This Council hereby ratifies, validates, confirms and approves such Supplemental Indenture and the terms, provisions and conditions. thereof. Section 4. Authorization of the Series 19'80 Bond's; Additional Details of the Series 1980 Bonds. In order to provide moneys to pay the Cost (as such term is defined in the Basic Indenture) of the extension, improvement and modification of and addition to the Project (as such term is defined in the Basic Indenture), there is hereby authorized -to be.issued and shall be issued under the Basic Indenture and' the Supplemental Indenture and secured thereby_ a series. of Bonds (as such term is defined in the Basic Indenture) to be' Additional Bonds (as such term, is, defined in the Basic Indenture) of the City in the aggregate principal amount of One Million Dollars ($1,000-,000) to be entitled and, designated the "St. Louis Park, Minnesota Industrial Development Revenue Bonds (The Delmark Company, Inc., Project), Series 1980" (the "Series`1980 Bonds"). The Series 19,80 Bond's shall be dated the date of issuance and delivery of apd payment for the Series 1980 Bonds, be issued' as, a single fully, Registered Bond (as such term is defined in the Basic Indenture)., mature November 1, 2004, bear interest at the rate of eight per centum (8%) per annum payable semi.-annua41y on November 1 and May 1, commencing May 1, 19"80, payable as to both principal and interest at such place and' in such manner and subject to redemption prior to maturity upon such terms and conditions as set forth in the Basic Indenture and the Supplemental Indenture. -4 - Section S. Execution and Delivery of the Purchase Agreement. The offer of the Purchaser to purchase the Series 1980 Bonds is hereby found to be reasonable and is accepted. The form of the Purchase Agreement presented to this meeting and filed with the minutes of this meeting as Exhibit 7, be and the same is hereby approved, and the Mayor and the City Manager of the City be and the same are hereby authorized and directed to execute and deliver to the Purchaser the Purchase Agreement in such form, together with such changes as such officers of the City executing the Purchase Agreement shall approve upon advice of counsel, such approval to be conclusively evidenced by their execution thereof. This Council hereby ratifies, validates, confirms and approves such Purchase Agreement and the terms, provisions and conditions thereof. Section 6. Form and Execution of Series 1980 Bonds. The form of Bond in fully registered form as set forth in Article III of the Supplemental Indenture be and the same is hereby approved, and the Mayor and the City Manager of the City be and the same are hereby authorized and directed to arrange for the printing of the Series 1980 Bonds in such form together with such changes as shall be necessary or appropriate to conform such form to the details of the Series 1980 Bonds hereinbefore provided or hereafter provided by resolution of this Council. This Council hereby authorizes, directs and approves the execution of the Series 1980 Bonds by the Mayor of the City and the countersigning of the Series 1980 Bonds by the City Manager of the City, by their facsimile or manual signatures in conformity with law, and the imprinting on the Series 1980 Bonds of the seal of the City, an impression of such seal being affixed hereto at the end hereof, all as more fully set out in the Basic Indenture and the Supplemental Indenture. Section 7. Authentication of the Series 1980 Bonds. There is hereby authorized to be delivered to the Trustee an order signed by the City Manager of the City directing the Trustee to authenticate the Series 1980 Bonds as set forth in such order, such Bonds to be in the aggregate principal amount of One Million Dollars ($1,000,000), to by in such form and with such details as are consistent with Section 4 hereof and to contain such additional terms and provisions as are provided in the Supplemental Indenture or as may be provided in a resolution of this Council supple- menting this Resolution. The Trustee is hereby further authorized to deliver the Series 1980 Bonds set forth in such order to the Purchaser upon payment to the Trustee of the purchase price therefor and the interest accrued on such Series 1980 Bonds from the date thereof, to the date of 1 1 1 -5- delivery thereof and payment therefor, if any, and compliance with all of the conditions of paragraph 5 of the Purchase Agreement relating to closing and delivery. Upon such - authentication, delivery and payment for the Series 1980 Bonds, such Series•1980 Bonds shall thereupon be deemed to be issued by the City under the Basic Indenture and the Supplemental Indenture. The Trustee is hereby directed to deposit the proceeds of the Series 1980 Bonds, including the accrued interest thereon, if any, in accordance with the provisions of Section 3-6 of the Supplemental Indenture. Section 8. Submission to Department of Economic Development. Upon execution and delivery of the Amendment as provided in Section 2 hereof, the Mayor and the City Manager of the City be and the same are hereby authorized and directed to compile and prepare the information required by Minnesota Stat. Section 474.01, Subdiv. 8 and submit the same to the Department of Economic Development. Section 9. Registration Records. The City Clerk be and the same is hereby authorized and directed to deliver a certified copy of this Resolution to the County Auditor of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Series 1980 Bonds on his bond register as required by the Act (as defined in the Basic Indenture) and Minnesota Stat. Section 475.63. Section 10. Limitation of the City's Obligations. Notwithstanding anything contained in the Series 1980 Bonds or the Amendment, the Purchase Agreement or any other documents relating thereto, the Series 1980 Bonds shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation, and shall not be payable from or a charge upon any funds other than the revenues pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Series 1980 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Series 1980 Bonds or the interest thereon, or to enforce payment thereof against any property of the City, and the Series 1980 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The agreement of the City to perform the covenants and other provisions contained in the Series 1980 Bonds,,the Amendment, the Basic Sale -Agreement and the Purchase Agreement shall be subject at all'times to the availability of revenues furnished by the Company sufficient to pay all costs of such performance or the enforcement thereof, and neither the City nor.any of -6 - its officials, officers, agents or employees shall be subject to any personal liability thereon. Section 11. Findings. (a) The Supplemental Indenture: (i) supplements the Basic Indenture; (ii) is hereby found, determined and declared to constitute "a supplement to [the] Indenture" within the meaning of the quoted words as used in the Basic Indenture; (iii) is adopted pursuant to and under the authority of the Basic Indenture; and (iv) subjects all of the property acquired from the proceeds of the Series 1980 Bonds to the lien of the Basic Indenture. (b) The Amendment provides for additional payments sufficient to pay the interest due on the Series 1980 Bonds and on all Outstanding Bonds (as defined in the Basic Indenture), and to pay and discharge all such Bonds at maturity or when required by the provisions of the Basic Indenture and the Supplemental Indenture. (c) The Series 1980 Bonds are hereby found, determined and declared to constitute and to be "Bonds" and "Additional Bonds" within the meaning of the quoted words as defined and used in the Basic Indenture. The Series 1980 Bonds shall be entitled to the benefits, security and protection of the Basic Indenture, equally and proportionately with the Series 1975 Bonds heretofore issued under the Basic Indenture and any other Additional Bonds hereafter issued under the Basic Indenture; shall rank pari passu with all Bonds 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 and the Amendment, including the revenues derived thereunder, without priority or distinction of any Bond over any other Bonds. Section 12. Further Action of the City. Any one or more of the officers of the City be and the same is or are hereby authorized to execute such further documents and take any and all such further action as upon advice of , counsel (a) he or they shall deem necessary or desirable in order to effect the issuance and delivery of and payment fol the Series 1980 Bonds in accordance with the Basic Indenture, the Supplemental Indenture and this Resolution or (b) as may be reasonably required on the part of the City to carry out, give effect to and consummate the transactions contemplated hereby and by any of the documents, referred qo herein or approved hereby. -7 - Section 13. Provisions of Resolution Severable. The provisions of this Resolution are hereby declared to be severable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 14. Conflicting Resolutions. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 15. Effect of Section Headings. The headings of the several sections hereof shall be solely for convenience of reference and shall not affect the meaning or construction, interpretation or effect of this Resolution. Section 16. Effective Date of Resolution. This Resolution shall take effect upon its adoption. Attest: Adopted by the City Council February 4, 1980. Jov 7-Atez4' Mayor iewed for Administration: Approved as to Form and Legality: y Manag-r G City Af torney