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HomeMy WebLinkAbout1979-264 CCRMember Celia Scott introduced the following resolution and moved its adoption: RESOLUTION NO. 79 -264 RESOLUTION RELATING TO $1,000,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (MEDTRONIC, INC. PROJECT), SERIES 1979; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, as follows: Section 1. Definitions. 1.01. In this Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Bond Register: the register maintained by the City Clerk pursuant to Section 5.04 hereof; Bonds: the Industrial Development Revenue Bonds (Medtronic, Inc. Project), Series 1979, to be issued by the City pursuant to this Resolution; Building: the approximately 52,000 square foot manufacturing facility and related facilities and improvements to be constructed on the Land by the Company; City: the City of Brooklyn Center, Minnesota, its successors and assigns; Company: Medtronic, Inc., a Minnesota corporation, its successors and assigns, which may assume its obligations in accordance with the Loan Agreement; Escrow Agent: the Northwestern National Bank of Minneapolis, or any successor escrow agent so designated pursuant to the Pledge Agreement; Guaranty: the Guaranty Agreement, executed by the Company and accepted by the Lender; Holder: the Lender or any person to whom any Bond has been assigned pursuant to Section 5.04 of this Resolution; Land: the real estate described in Exhibit A to the Loan Agreement; Lender: Continental Illinois National Bank and Trust Company of Chicago, its successors and assigns; Loan Agreement: the Loan Agreement to be executed by and between the City and the Company; RESOLUTION NO. 79 -264 Organizational Documents: the following documents, each of which shall be in form and substance acceptable to the Lender: (i) a copy of the Articles of Incorporation of the Company, certified by the Secretary of State of Minnesota; (ii) an opinion or opinions of counsel reasonably acceptable to the Lender indicating that each of the documents referred to in Section 3.03 of this Resolution has been duly executed and delivered and is the legal and binding obligation of the Company and the City, enforceable in accordance with its terms, except to the extent limited by state and federal laws, rulings and decisions and principles of equity affecting remedies and by bankruptcy, reorganization and other laws of general application relating to or affecting the enforcement of creditors' rights generally; Pledge Agreement: the Pledge and Loan Disbursement Agreement, among the City, the Company, the Lender and the Escrow Agent, including any amend- ment thereof; Project: the Land, the Building and the Project Equipment, as they may at any time exist; Project Costs: those costs defined as Project Costs in Section 1.01 of the Loan Agreement; Project Equipment: all items of furniture, machinery and equipment, or other personal property, to be acquired by the Company for installation in the Building or elsewhere or the Land and paid for in whole or in part from proceeds of the Bonds; and Resolution: this resolution of the City, adopted November 5 1979, authorizing the issuance of the Bonds. Section 2. Findings. It is hereby found and declared that: (a) the real and personal property described in the Loan Agreement constitute a Project authorized by the Act; (b) the purpose of the Project is, and the effect thereof will be to promote the public welfare by the attraction, encouragement and development of economically sound commerce so as to prevent the emergence of blighted and marginal lands and areas of chronic unemployment; pre- serving the existing investment of the community in facilities for public service and preserving a tax base adequate to finance such service; RESOLUTION NO. 79 -264 (c) the 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 County and School District in which the City is located, will increase employment and the level of economic activity in the area, and enhance the reputation of the City as a desirable location for people and business; (d) 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; (e) the financing of the Project, the issuance and sale of the Bonds, the execution and delivery of the Loan Agree- ment and the Pledge Agreement, and the performance of all covenants and agreements of the City contained in the Bonds, the Loan Agreement and the Pledge Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Pledge Agreement and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (f) it is desirable that the Industrial Development Revenue Bonds (Medtronic, Inc. Project), Series 1979 in the aggregate principal amount of $1,000,000 be issued by the City upon the terms set forth herein, and that the City assign its interest in the Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of and interest and premium, if any, on the Bonds; (g) the loan payments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue suffi- cient to provide for prompt payment of principal of and interest on the Bonds issued under this Resolution when due, and the Loan Agreement also provides that the Company is required to pay all expenses of the operation and maintenance of the Project including, but without limita- tion, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Land and payable during the term of the Loan Agreement; and (h) under the provisions of Minnesota Statutes, Section 474.10, and as is provided in the Loan Agreement, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bond shall ever have the right to compel any exercise of the taxing power of the City to pay 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 hereunder shall recite that the Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory limitation. RESOLUTION NO. 79 -264 Section 3. Authorization and Sale. 3.01 Authorization. The City is authorized by the Act to issue revenue bonds and loan the proceeds thereof to business enterprises to finance the acquisition and construction of "projects" as defined in the Act, and to make all contracts, execute all instruments and do all things necessary or convenient in the exercise of such authority. 3.02 Preliminary City Approval. By preliminary resolution duly adopted by the City Council on September 10, 1979, this Council approved the sale of revenue bonds pursuant to the Act and the loan of the proceeds to the Company for the construction of the Project and authorized the preparation of such documents as may be appropriate to the Project. 3.03 Approval of Documents. Pursuant to the above authorization, there have been prepared and presented to this Council copies of the following documents, all of which are now, or shall be, placed on file in the office of the City Manager: (a) Guaranty; (b) Loan Agreement; and (c) Pledge Agreement. The forms of the documents listed in (a) through (c) above are approved, with such variations, insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. Section 4. Authorizations. Upon the completion of the Loan Agreement and the Pledge Agreement approved in Section 3.03 hereof, and the execution thereof by the Company and the Lender, as the case may be, the Mayor and City Manager shall execute the Bonds in substantially the form set forth in Exhibit A hereto on behalf of the City, and shall execute such other certificates, documents or instruments as bond counsel or counsel for the Lender shall require, subject to the approval of the City Attorney, and all certifications, recitals and representations therein shall constitute the certificates, recitals and representations of the City. Execution of any instrument or document by one or more officers of the City shall constitute, and shall be deemed conclusive evidence of, the approval and authorization by the City and the City Council of the instrument or document so executed. Section 5. The Bonds. 5.01 Form and Authorized Amount. The Bonds shall be issued substan- tially in the form hereinafter set forth in Exhibit A hereto, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution in the total principal amount of $1,000,000. The Bonds shall be dated as of the date of delivery thereof to the Lender, and shall mature on November 1 in the years and in the following principal amounts: Year Amount 1985 $175,000 1986 185,000 1987 200,000 1988 210,000 1989 230,000 RESOLUTION NO. 79 -264 The Bonds shall be five in number, one Bond representing each maturity, and numbered 1 through 5. The Bonds shall bear interest from the date thereof until paid or duly called for redemption at the rate of 6.50% per annum, subject to increase upon a Determination of Taxability as described in the Bonds. Interest shall be payable on each May 1 and November 1, commencing May 1, 1980, payable to the Holder thereof at its address on the Bond Register, or such other address as the Holder may designate in writing. The Bonds shall be subject to prepayment and redemption, in whole or in part and if in part in inverse order of maturities, at the option of the City at the direction of the Company, on November 1, 1982 and any date thereafter, at a price equal to the principal amount being so redeemed plus accrued interest. The Bonds shall also be subject to redemption at the option of the City at the direction of the Company or, upon written notice to the City and the Company, at the option of the Holder, upon a Determination of Taxability, at their principal amount with accrued interest at the increased rate described in the Bonds. In order for the City or the Holder to exercise the option to redeem any Bonds upon a Determination of Taxability, notice of the exercise of such option must be mailed by the City or the Holder, as the case may be, within 180 days of the Determination of Taxability, and the Bonds shall be redeemed on the next interest payment following, but not less than thirty days after, the mailing of such notice. Notice of redemption shall be mailed, at least thirty days prior to the date set for redemption, to the Holder of the Bonds to be redeemed at its address as set forth on the Bond Register. 5.02 Execution. The Bonds shall be executed on behalf of the City by the signatures of the Mayor and the City Manager, and shall be sealed with its corporate seal. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 5.03 Mutilated, Lost or Destroyed Bond. In case any Bond shall become mutilated, or be destroyed or lost, the City shall cause to be executed and delivered a new Bond of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder's paying with reasonable expenses and charges of the City in connection therewith, and, in case the Bond is destroyed or lost, its filing with the City evidence satisfactory to the City of such loss or destruction. 5.04 Registration of Transfer. The City will cause to be kept at the office of the Clerk a Bond Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration or transfers of ownership of, the Bonds. Each Bond shall be transferable upon the Bond Register by the Holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Bond, together with a written instrument of transfer in the form attached to the Bonds or otherwise satisfactory to the Clerk and the City Attorney, duly executed by the Holder or its duly authorized attorney. Upon such transfer, the Clerk shall note the date of registration and the name and address of the new Holder in the Bond Register and in the registration blank appearing on the Bond. The City may deem and treat the person in whose name each Bond is last registered in the Bond Register and by notation on the Bond as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes. RESOLUTION NO. 79 -264 5.05 Delivery and Use of Proceeds. Prior to delivery of the Bonds, the documents referred to in Section 3.03 hereof shall be completed and executed in the form and substance as approved by the City Attorney and an original, executed counterpart of each such document shall be delivered to the Lender, together with the Organizational Documents. The City shall thereupon deliver to the Lender the Bonds in the total principal amount of $1,000,000, together with a copy, duly certified by the City Clerk, of this Resolution and such closing certificates as are required by bond counsel. Upon delivery of the Bonds and the above items to the Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Bonds to the Escrow Agent to be disbursed to the Company in reimbursement of Project Costs, pursuant to the provisions of the Loan Agreement and Pledge Agreement. The Company shall provide the City with a full accounting of all funds disbursed for Project Costs. Section 6. Paying Agent. 6.01 Appointment of Paying Agent. If at any time the Holders of a majority in aggregate principal amount of Bonds at the time outstanding request of the City, the City will, as soon as reasonably possible after the receipt of a written request from such Holders, appoint a paying agent for the Bonds. Such paying agent shall be a bank or trust company satisfactory to the Holders of a majority in aggregate principal amount of the Bonds outstanding, the City and the Company, and having a capital and surplus of at least $100,000,000, (if there be such an institution willing, qualified and able to accept the appoint- ment upon reasonable or customary terms). Any action taken by the City pursuant to this Section 6.01 shall be taken by the City as soon as practicable after such written request from the Holders of the Bonds; however, no such action under this Section 6.01 shall be required to be taken by the City without the approval of bond counsel chosen by or acceptable to the City. 6.02 Exchange of Bonds. Thereafter, upon surrender of any Bond by the holder thereof, the City will, without charge, deliver to or upon the order of such holder, in exchange therefor, a new Bond, in the same principal amount as the Bond so surrendered, in coupon form, payable at the office of the paying agent so appointed, and bearing interest from the date to which interest shall have been paid on the Bond so surrendered. Section 7. Limitation of City's Obligations. Notwithstanding anything contained in the Bonds, the Loan Agreement, the Pledge Agreement or any other documents referred to in Section 3.03 hereof, the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory limitation and shall not be payable from nor charged upon any funds other than the revenue pledged to the payment thereof and the City shall not be subject to any liability thereon, and no Holder of such Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon, or to enforce payment thereof against any property of the City, and the 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 this Resolution or in the Bonds, the Loan Agreement or the Pledge Agreement and the other documents listed in Section 3.03 hereof shall be subject at all times to the availability of revenues furnished by the Company sufficient to pay all costs of such performance by the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. RESOLUTION NO. 79 -264 November 5, 1979 Date Mayor ATTEST: Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Tony Kuefler and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Tony Kuefler, Bill Fignar, Gene Lhotka, and Celia Scott; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER Industrial Development Revenue Bond (Medtronic, Inc. Project) Series 1979 No. R- FOR VALUE RECEIVED, the CITY OF BROOKLYN CENTER, MINNESOTA, a municipal corporation of the State of Minnesota (the "City hereby promises to pay to CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO, or registered assign (the "Holder at its principal office in Chicago, Illinois, or such other place as the Holder may designate in writing, or, if a paying agent has been appointed by the City pursuant to the Resolution described below, at the office of such paying agent, from the source and in the manner hereinafter provided, the principal sum of DOLLARS on November 1, 19 and to pay interest thereon from the date hereof at the rate of six and one -half percent (6 per annum, all except as the provisions below with respect to the redemption of this Bond before maturity may become applicable hereto. Interest is payable on each May 1 and November 1, commencing May 1, 1980. All interest hereon shall be computed on the assumptions that each month contains 30 days and each year 360 days. Both principal and interest are payable in any coin or currency which at the time or times for payment is legal tender for the payment of public or private debts in the United States of America. In the event that interest payable on this Bond becomes subject to federal income taxation pursuant to a Determination of Taxability, as defined in the Loan Agreement of even date herewith (the "Loan Agreement between the City and Medtronic, Inc. (the "Company the rate of interest hereon shall automatically increase to 125% of the rate per annum being charged from time to time by the Continental Illinois National Bank and Trust Company of Chicago for 90 day unsecured loans made at its banking house in Chicago, Illinois to commercial customers of the highest credit rating (the "prime rate and the City shall, within thirty days thereafter, pay to the Holder the aggregate difference between (i) the amounts actually paid hereunder between the Date of Taxability, as defined in the Loan Agree- ment, and the effective date of such rate increase, and (ii) the amounts which would have been paid to the Holder during such period if the increased rate had been in effect. This Bond constitutes part of an issue in the total authorized face amount of $1,000,000, all of like date and tenor except as to denomi- nation and maturity date, issued by the City pursuant to the authority granted by Minnesota Statutes, Chapter 474, as amended (the "Act for the purpose of providing funds for a project, as defined in Minnesota Statutes, Section 474.02, Subdivision la, consisting of the construction of a manufacturing facility within the City, and paying necessary expenses incidental thereto, such funds to be loaned by the City to the Company pursuant to a resolution, duly adopted on November 5, 1979, by the City (the "Resolution and the Loan Agreement, thereby assisting activities in the public interest and for the public welfare of the City. This Bond is secured by a Guaranty Agreement, of even date herewith (the "Guaranty between the Company and the Holder, a Pledge and Loan Disbursement Agree- ment, of even date herewith (the "Pledge Agreement among the City, the Holder, an escrow agent and the Company. The Bonds are subject to redemption and prepayment, in whole or in part and if in part in inverse order of maturities, at the option of the City at the direction of the Company, on November 1, 1982 and any date thereafter, at a price equal to the principal amount thereof with accrued interest. The Bonds shall also be subject to redemption and prepayment at the option of the City at the direction of the Company, or, upon written notice to the City and the Company, at the option of the Holder, upon the occurrence of Determination of Taxability, at their principal amount with accrued interest at the increased rate set forth above, provided that notice of such redemption is given within 180 days of the Determination of Taxability. Notice of redemption of any Bond prior to its stated maturity date shall be mailed, at least thirty days prior to the date set for redemp- tion, to the Holder of the Bonds to be redeemed at its address as it appears on the Bond Register maintained by the City Clerk. As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the office of the City Clerk, by the Holder hereof, in person or by its attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer in the form attached hereto or otherwise satisfactory to the City Clerk and City Attorney, duly executed by the Holder or its duly authorized attorney. Upon such transfer, the City Clerk will note the date of registration and the name and address of the new Holder in the registration blank appearing below. The City may deem and treat the person in whose name this Bond is last registered upon the books of the City with such registration noted on this Bond as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on account of the principal, redemption price or interest and for all other purposes, and all such payments so made to the Holder or upon its order shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. All of the agreements, conditions, convenants, provisions and stipulations contained in the Resolution and Pledge Agreement are hereby made a part of this Bond to the same extent and with the same force and effect as if they were fully set forth herein. If a default occurs under this Bond, or a default occurs under the Loan Agreement, Guaranty or Pledge Agreement, then the Holder may at its right and option declare immediately due and payable the principal balance of this Bond and interest accrued thereon to the date of declaration of such default, together with any reasonable attorneys' fees incurred by the Holder in collecting or enforcing payment thereof, whether suit be brought or not, and all other sums due hereunder or under the Loan Agreement, and payment thereof may be enforced and recovered in whole or in part, at any time by one or more of the remedies provided in this Bond or in the Loan Agreement or Guaranty. The Holder may extend the time of payment of interest and /or principal of this Bond, without notice to or consent of any party liable hereon and without releasing any such party. This Bond and the premium, if any, and interest hereon shall never constitute a debt of the City within the meaning of any constitu- tional provision or statutory limitation, and shall never constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. This Bond and the premium, if any, and interest hereon are payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement and secured by the pro- visions of the Guaranty, and the Holder of this Bond shall never have the right to enforce payment thereof against any property of the City. This Bond does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues from the Loan Agreement or the Guaranty sufficient to pay all costs of such performance or the enforcement thereof. The remedies of the Holder, as provided herein, and in the Guaranty and the Loan Agreement, shall be cumulative and concurrent and may be pursued singly, successively or together and, except as provided in the Loan Agreement, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder, and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed precedent to or in the issuance of this Bond do exist, have happened and have been performed in regular and due form as required by law. IN WITNESS WHEREOF, the City has caused this Bond to be duly executed by the signatures of its Mayor and City Manager, and to be sealed with its official seal, and to be dated this 16th day of November, 1979. CITY OF BROOKLYN CENTER, MINNESOTA BY /g,_ Mayor�G f ATTEST--,, City `Mapage, (Seal) CERTIFICATE OF REGISTRATION 1 Note: There must be no writing in the space below except by the City Clerk. Date of Registration Name of Registered Owner Signature of City Clerk November 16, 1979 Continental Illinois National Bank and Trust Company of Chicago ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registra- tion thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this OF ASSIGNEE assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any charge whatsoever.