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City Council Resolution 1980-10• i:'•' ~~ $975,000 I~STRIAL DEVELOPMENT REVEN BONDS (CLO TAMPING CO., INC. PROJEC~ ~'/O •, Iss~_ier: City of Monticello, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on Monday, May 12, 1980, at 7:30 o'clock P.M, at the City Hall. riembers present: Arve Grimsmo, Dan Blonigen, Fran Fair, Ken Claus, Phil White. Members absent : None Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 10 RESOLUTION AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT, AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS I, the undersigned, being LT.e duly qualifed and acting recording officer of. the ?public corporation issuing the .bonds referred to in the title of this certificate, certify that the documents attached herel.o, as described above, have been carefully com~~ared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and com- plete transcript of i.he minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and. other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting. was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 13th day of May, 1980. ~T/ Signature Gary Wie er, City Administrator Councilrnember Phil White introduced the following resolution and moved its adoption: RESOLUTION N0. 10 RESOLUTION AUTHORIZING TEE ACQUISITION AND CONSTRUCTION OF A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BOPJDS TO FINANCE THE PROJECT, AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS BE IT RESOLVED by the City Council of the City of Monticello, Minnesota as follows: 1. It has been proposed that the City issue its Industrial Development Revenue Bonds (Clow Stamping Co., Inc. Project), Series 1980, dated May 1, 1980 (the "Bonds"), in the principal amount of $975,000, to finance the acquisition of land, the construction thereon of a manufacturing/office facility and the acquisition and installation of certain items of equipment in the City (the "Project") on behalf of Clow Leasing, a Minnesota general partnership (the "Obligor") which will lease the Project to Clow Stamping Co., Inc. (the "Corporate Guarantor"). The Council gave preliminary approval to the proposal by resolution duly adopted January 14, 1980, 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 Administrator. (a) Mortgage Loan Agreement, dated as of May 1, 1980 (the "Loan Agreement"), proposed to be made and entered into between the City and the Obligor; (b) Indenture of Trust ,_ dated as of May 1, 1980 (the "Indenture"), proposed to be made and entered into between the City and the Trustee to be designated (the "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, the Obligor, the Corporate Guarantor and Miller & Schroeder Municipals, Inc. (the "Underwriter"). 2. It is hereby found, determined and declared that: (a) the Project constitutes a "project" as defined in Section 474.02, subd. 1, Minnesota Statutes; ~ i (b) the purpose of the Project, as defined in the Loan Agreement and Indenture, is, and the effect thereof will be to (i) encourage the development of ecanamically sound commerce in the City, (ii) increase the tax base of the City and overlapping jurisdictions, and (iii) provide additional employment opportunities for residents of the City and surrounding area; (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 Municipal Industrial Development Act; (d) it is desirable that the Obligor be authorized, in accordance with the provisions of Section 474.03(6), Minnesota Statutes, and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the City determine s to be necessary, desirable and proper, to provide for the construc- tion and equipment of the Project by such means as shall be available to the Obligor and in the manner determined by the Obligor, and with or without advertisement for bids; (e) it is desirable that the Bonds in the amount of $975,000 be issued by the City upon the terms set forth in the Indenture and Official Statement 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, and premium, if any, on the Bonds; (f)' the loan repayments 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 and interest, and premium, if any, on all Bonds issued under the Indenture when due, and the Loan Agreement also provides that the Obligor 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, Section 474.10, 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 to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers 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;. each Bond issued under the Indenture shall recite that the Bonds, in- cluding 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, statutory or charter limitation. 3. The forms of Loan Agreement, Indenture and Bond Purchase Agreement referred to in paragraph 1 are approved. The Loan Agreement, Indenture and Bond Purchase. Agreement, with such variations, insertions and additions as counsel to the City may hereafter deem appropriate, are directed to be executed in the name and on behalf of the City by the Mayor and City Administrator. 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, but. assumes no responsibility. for the accuracy or completeness thereof. 4. The City shall proceed forthwith to issue the Bonds in the principal amount of $975,000 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 Administrator are 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 Administrator 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, to show the facts relating to the legality and marketability of the Bonds. Adopted this 12th day of May, 1980. Attest; ~.(/ C'ty A inistrator Mayor e. .~ The foregoing resolution was duly seconded by Councilmember Ken Maus , and upon vote being taken thereon, the following voted in favor: Arve Grimsmo, Dan Blonigen, Fran Fair, Ken Maus, Phil White. and the following voted against the same: None where upon the resolution was declared duly passed and adopted.