City Council Resolution 1988-0988-9
RESOLUTION NO.
A RESOLUTION PROVIDING FO REFUNDING AREVENUE BONDS 165,
OF INDUSTRIAL DEVELOPMENT
UANT TO MINNESOTA STATUTES, R EREF NANC NG OF to 469.
PURS TO PROVIDE FUNDS FO
INDUSTRIAL DEVELOPMOE/N STAMPING COMPANY L I C
CLOW LEASING AND CL
BE IT RESOLVED by the City Council of the City of
"City"), as follows:
Monticello, Minnesota (the
The City is, by the Constitution and
1, Authority. including Minnesota Statutes,
the "Act"), authorized
laws of the State of Minnesotas amended ( revenue bonds
Sections 469.152 to 469.165, the cost of
to issue and sell its revenueandndefinancingnding essary or
for the purpooeectsfandnto enter into agreements necthe Act.
authorized p j owers granted by
convenient in the exercise of the p ct. Documents Presented.
2, Authorization of rro cartnership (the "Eorrow~r"),
Clow Leasing, a Minnesota general p issue and sell its
has proposed to this Council that the City Series 1988, in
Cit of Monticello IndustriaProjeC~~pment Refunding
$950,000 Y Company
Revenue Bonds (Clow Stamping to the Act and loan the
tially the form set forth inane hereinafter-mentione he
substan ursu
Trust Indenture (the "Bonds ) p ment Revenue Bonds (Clow
s thereof to the Borrower inoorder to refund in ful
proceed Industrial Devel p
City's outstanding Series 1980 (the "Refunded
Stamping Co., Inc. Project),
and thereby refinance the costs °ffac~lityngn the
Bonds"), in a manufacturing
constructing and equipp 9
together with necessary site improvements theeBOrrower to
City, ,~ the Borrower and leased by Inc.")~ a
"Project )~ owCompany (formerly "Clow Stamping Co.,
Clow Stamping "Lessee"). Forms of the following
Minnesota corporation (the
relating to the Bonds have been submAdministratorC1tY
documents
and are now on file in the office of the City nt/1 dated as of
reement (the "Loan Agreeme ) whereby
(a) Loan Ag and the Borrower,
1988, between the City ross
April 1, rees to
the City agrees to make a ldsnand the Borrower a9 t e ment
proceeds of sale of the Bon a amounts in reparompt
refund the Refunded Bonds arovidepfor the fullanddinterest
of the loan sufficient to P remium, if any,
payment of the principal of, p
on the Bonds; and
Trust Indenture (the "Trust Indenture") dated as
(b) Bank
of April 1, 1988, between the City andeNenuesalincluding
of Minneapolis, as Trustee, pledging
those to be derived fromnthfo~~hnp~oposednrecitalscurity
for the Bonds, and sett 9
covenants and agreements relating thereto; and
Combination Mortgage, Security Agreement and
(c) dated as of
Fixture Financing Statement (the "Mortgage"), by which
April 1, 1988, from the Borrower to the Trustee,
the Borrower grants to thMortuaged Propertygeasldefinednd
security interest in the for the payment of the Bonds
therein, as further security the City); and
(this document not to be executed by
(d) Assignment of Leaf~omatheRBorrowereandsthenLessee
dated as of April 1, 1988,
to the Trustee, by which the assignors assign to the
Trustee their intereated1Propertyasandand rents with
respect to the Mortg g
Guaranty Agreement (the "Guaranty") dated as of
(e)
April 1, 1988, from the Lessee, Everett ~o thewTrusteea bYe
E. Clow (collectively the "Guarantors") uarantee
which the Guarantors, jointly and severally, g
payment of all principal of, premium, if any, and interest
on the Bonds; and
(f) .Bond Purchase Agreement (the togeaherrwithe
among Cronin & Co., Inc.,
Agreement ), Inc. (together the
American Investors Group, roviding for
"Underwriter"), the Borrower and the Citb, the Underwriter
the purchase of the Bonds from the City Y
and setting the terms and conditions of purchase; and
(g)
1988, and
Appendice
describin
provisions
Preliminary Offering Statement dated April 5,
form of final Offering Statement, including the
s thereto (togeofe~hehBondsfeandgcertaineterms and
g the offering
of the foregoing documents.
3, Findi_n~s.
declared that:
(a) The
the Borrower,
described in
It is hereby found, determined and
Project, based upon information furnished by
constitutes a project authorized by and
Section 469.153, Subdivision 2a, of the Act.
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(b) The purpose of the Project has been and the
effect thereof is and 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 Department
of Energy and Economic Development of the State of
Minnesota (or its statutory predecessor) as tending to
further the purposes and policies of the Act.
(d) There is no litigation pending or, to the best of
its knowledge, threatened against the City relating to the
Project or to the Bonds, the Loan Agreement, the Bond
Purchase Agreement or the Trust Indenture or questioning
the organization, powers or authority of the City.
(e) The execution, delivery and performance of the
City's obligations under the Bonds, the Trust Indenture,
the Bond Purchase Agreement and the Loan Agreement do not
and will not violate any charter provision or any order of
any court or other agency of government of which the City
is aware or in which the City is a party, or any indenture,
agreement or other instrument to which the City is a party
or by which it or any of its property is bound, or be in
conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any
such indenture, agreement or other instrument.
(f) It is desirable that the Bonds be issued by the
City upon the terms set forth in the Trust Indenture, under
the provisions of which the City's interest in the Loan
Agreement will be pledged to the Trustee as security for
the payment of principal of, premium, if any, and interest
on the Bonds.
(g) The Loan Agreement provides for payments by the
Borrower to the Trustee 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 Bonds when due. The
Loan Agreement obligates the Borrower to pay or cause the
Lessee to pay for all costs of operation and maintenance
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of the Project Facilities, including adequate insurance,
taxes and special assessments. A reserve fund has been
deemed necessary to be established under the provisions of
the Indenture in connection with the issuance of the Bonds.
(h) Under the provisions of the Act, and as provided
in the Loan Agreement and Trust Indenture, the Bonds are
not to be payable from nor charged upon any funds other
than amounts payable pursuant to the Loan Agreement and
moneys in the funds and accounts held by the Trustee which
are pledged to the payment thereof; the City is not subject
to any liability thereon; no holders of the Bonds shall
ever have the right to compel the exercise of the taxing
power of the City to pay any of the bonds or the interest
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; and each Bond issued under the Trust
Indenture shall recite that the Bond, including interest
thereon, shall not constitute or give rise to a charge
against the general credit or taxing powers of the City.
4. Approval and Execution of Documents. The forms of
Loan Agreement, Trust Indenture, Bond Purchase Agreement,
Mortgage, Assignment and Guaranty, referred to in paragraph 2,
are approved. The Loan Agreement and Trust Indenture shall be
executed in the name and on behalf of the City by the Mayor and
the City Administrator, 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 officers executing the
same, which approval shall be conclusively evidenced by the
execution thereof, and then shall be delivered to the
Trustee. The Bond Purchase Agreement shall be signed as
provided therein. Copies of all documents shall be delivered
and filed as provided therein.
5. Approval, Execution and Delivery of Bonds. The
City shall proceed forthwith to issue the Bonds, to be dated
April 1, 1988, in the aggregate principal amount of $950,000,
in the form and upon the terms set forth in the Trust
Indenture, which terms are for this purpose incorporated in
this resolution and made a part hereof. The Underwriter has
agreed pursuant to the provisions of the Bond Purchase
Agreement, and subject to the conditions therein set forth, to
purchase the Bonds at the purchase price set forth in the Bond
Purchase Agreement, and said purchase price is hereby found to
be favorable and is hereby accepted. The Mayor and City
Administrator are authorized and directed to prepare and
execute the Bonds as prescribed in the Trust Indenture and to
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deliver them to the Truso~hertdocuments1requiredtby1Sect~on °f
this Resolution and the
2.08 of the Trust Indenture, for authentication, registration
and delivery to the Underwriter. As provided in the Trust
Indenture, each 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. Offering Statement. The City hereby consents to
the circulation by the Underwriter of the Offering Statement in
that the City
offering the Bonds for sale; provided, however,
has not participated in the preparation of the Offering
Statement or independently verified the information in the
Offering Statement ordwarrantiesrasptoslbhelaccu~acyaoa makes
no representations
completeness of such information.
7. Certificates, etc. The Mayor, City Administrator,
and other officers of the City are authorized and directed to
prepare and furnish to bond counsel and the purchaser of the
Bonds, when issued, certified copies of all proceedings and
records of the City relating to the Bonds, and such other
affidavits and certificates as may be required to show the
facts appearing from the books and records in the officers'
custody and cntrol or as otherwise known to them; and all such
certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute represesntations of the
City as to the truth of all statements contained therein.
9. Authorization. The City Administrator is
authorized and directed to deliver a certified copy of this
Bond Resolution to the County Auditor, together with such other
information as such County Auditor may require, and obtain the
certificate of the County Auditor as to entry of the Bonds on
his bond register as required by the Act and Section 475.63,
Minnesota Statutes.
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r
STATE OF MINNESOTA ~
SS.
COUNTY OF WRIGHT )
I, the undersigned, being the duly qualified and
acting City Administrator of the City of Monticello, Minnesota
(the "City"), do hereby certify that attached hereto is a
compared, true and correct copy of a resolution giving final
approval to an issuance of industrial development refunding
revenue bonds by the City on behalf of Clow Leasing and Clow
Stamping Company, duly adopted by the City Council of the City
on April 25, 1988 at a regular meeting thereof duly called and
held, as on file and of record in my office, which resolution
has not been amended, modified or rescinded since the date
thereof and which resolution is in full force and effect as of
the date hereof, and that the attached Extract of Minutes as to
the adoption of the resolution is a true and accurate account
of the proceedings taken in passage thereof.
WITNESS My hand and the seal of the City this '~Sday
of April, 1987.
City Adminis ator
(Seal)
1389f
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