HomeMy Public PortalAbout1992-087.r:
RESOLUTION NO. '72 87
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF REFUNDING REVENUE BONDS
PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152 to 469.1651,
ON BEHALF OF TEMROC METALS, INC.
A MINNESOTA CORPORATION
BE IT RESOLVED by the City Council of the City of
Medina, Minnesota (the "City"), as follows:
1. Authority. The City is, by the Constitution and
laws of the State of Minnesota, including Minnesota Statutes,
Sections 469.152 to 469.1651, as amended (the "Act"), authorized
to issue and sell its revenue bonds and refunding revenue bonds
for the purpose of financing and refinancing costs of authorized
projects and to enter into agreements necessary or convenient in
the exercise of the powers granted by the Act.
2. Authorization of Project; Documents Presented.
Temroc Metals, Inc., a Minnesota corporation (the "Borrower"),
has proposed to this Council that the City issue and sell its
$3,500,000 City of Medina Industrial Development Refunding
Revenue Bonds (Temroc Metals, Inc. Project), Series 1992, in
substantially the form set forth in the hereinafter -mentioned
Trust Indenture (the "Bonds") pursuant to the Act, and loan the
proceeds thereof to the Borrower in order to refinance costs
incurred in the acquisition and construction of a manufacturing
facility located at 4375 Willow Drive in the City (the
"Project"), owned by the Borrower. The Bonds are to be issued
for the specific authorized purpose of causing to be refunded the
City's outstanding Industrial Development Revenue Bonds (Temroc
Metals, Inc. Project), Series 1987, issued in the original
aggregate principal amount of $3,500,000 (the "Refunded Bonds")
and currently outstanding in the aggregate principal amount of
$3,500,000. Forms of the following documents relating to the
Bonds have been submitted to the City and are now on file in the
office of the City Clerk-Treasuer:
(a) Loan Agreement (the "Loan Agreement") dated as of
October 1, 1992, between the City and the Borrower, whereby
the City agrees to make a loan to the Borrower of the gross
proceeds of sale of the Bonds and the Borrower agrees to
cause the Refunded Bonds to be refunded in full, and to pay
amounts in repayment of the loan sufficient to provide for
the full and prompt payment of the principal of, premium, if
any, and interest on the Bonds; and
(b) Trust Indenture (the "Trust Indenture") dated as of
October 1, 1992, between the City and Firstar Trust Company
of Minnesota, as Trustee, authorizing the issuance of the
Bonds and pledging certain revenues, including those to be
derived from the Loan Agreement, as security for the Bonds,
and setting forth proposed recitals, covenants and agreements
relating thereto; and
(c) Combination Mortgage, Security Agreement and
Fixture Financing Statement (the "Mortgage") dated as of
October 1, 1992, from the Borrower to the Trustee, granting a
mortgage lien against the Project in order to provide
security for the Bonds (this document not to be executed by
the City); and
(d) Bond Purchase Agreement (the "Bond Purchase
Agreement"), by and between Miller, Johnson & Kuehn
Incorporated (the "Underwriter"), the Borrower, and the City,
providing for the purchase of the Bonds from the City by the
Underwriter and setting the terms and conditions of purchase;
and
(e) Preliminary Official Statement and form of final
Official Statement, the form of the Preliminary Official
Statement, together with the insertion of such underwriting
details as the interest rates to be borne by the Bonds and
related matters, intended to constitute the form of the final
Official Statement (together referred to as the "Official
Statement"), describing the offering of the Bonds, and
certain terms and provisions of the foregoing documents.
3. Findings. It is hereby found, determined and
declared that:
(a) The Project constitutes a project authorized by and
described in the Act.
(b) 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.
(c) 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.
(d) 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 interests in the Loan
Agreement (except for rights of the City to indemnity and
repayment of expenses and advances) will be pledged to the
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Trustee as security for the payment of principal of, premium,
if any, and interest on the Bonds.
(e) 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 for or cause to
be paid all costs of operation and maintenance of the Project
Facilities, including adequate insurance, taxes and special
assessments.
(f) 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 the Mortgage, and
moneys in the funds and accounts held by the Trustee which
are pledged to the payment thereof; no owners 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 (other than the City's interests in the
Loan Agreement assigned to the Trustee pursuant to the
Indenture); the Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the
City (other than the City's interests in the Loan Agreement
assigned to the Trustee pursuant to the Indenture); 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, and Bond Purchase Agreement,
referred to in paragraph 2, are approved. The Loan Agreement,
Bond Purchase Agreement and Trust Indenture are hereby authorized
to be executed in the name and on behalf of the City by the Mayor
and the City Clerk -Treasurer, or other officers of the City, 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. Copies of all documents shall
be delivered and filed as provided therein.
5. Approval, Execution and Delivery of Bonds. The City
is hereby authorized to proceed forthwith to issue the Bonds, in
an aggregate principal amount of not to exceed $3,500,000, 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; provided, however, that the maturities of the
Bonds, the interest rates thereon, and the rights of optional or
mandatory redemption with respect thereto shall all be as set
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6 . O f f i c i a l S t a t e m e n t . T h e C i t y h e r e b y c o n s e n t s t o t h e
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o f f e r i n g t h e B o n d s f o r s a l e ; p r o v i d e d , h o w e v e r , t h a t t h e C i t y h a s
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i s s u e d , c e r t i f i e d c o p i e s o f a l l p r o c e e d i n g s a n d r e c o r d s o f t h e
C i t y r e l a t i n g t o t h e B o n d s , a n d s u c h o t h e r a f f i d a v i t s a n d
c e r t i f i c a t e s a s m a y b e r e q u i r e d t o s h o w t h e f a c t s a p p e a r i n g f r o m
t h e b o o k s a n d r e c o r d s i n t h e o f f i c e r s ' c u s t o d y a n d c o n t r o l o r a s
o t h e r w i s e k n o w n t o t h e m ; a n d a l l s u c h c e r t i f i e d c o p i e s ,
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h i s b o n d r e g i s t e r t o t h e e x t e n t r e q u i r e d b y t h e A c t a n d S e c t i o n
4 7 5 . 6 3 , M i n n e s o t a S t a t u t e s .
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Extract of Minutes of Meeting of the
City Council of the City of Medina, Minnesota
Pursuant to due call and notice thereof, a regular
meeting of the City Council of the City of Medina, Minnesota was
duly held at City Hall in said City of Medina, on the 6th day of
October, 1992, at 7:30 o'clock P.M.
The following Council members were present:
Thies, Zietlow and Mayor Acromite.
and the following were absent: Councilmember Scherer
* * *
Mitchell,
Council member Zietlow then introduced the
following written resolution and moved the adoption thereof:
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA
STATUTES, SECTIONS 469.152 to 469.1651, ON BEHALF
OF TEMROC METALS, INC., A MINNESOTA CORPORATION
The motion for the adoption of the foregoing resolution
was duly seconded by Council member Thies
and upon vote being taken thereon the following voted in favor
thereof: Mitchell, Thies, Zietlow and Mayor Acromite.
and the following voted against the same: None.
Absent: Councilmember Scherer
whereupon said resolution was declared duly passed and adopted.
MFF016B8.WP5
ATTEST:
frey Karlson, Clerk -Treasurer
M cromite, Mayor