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HomeMy WebLinkAbout7829 (Res.) ~ . r ~ (' r . RESOLUTION NO. 7829 RESOLUTION AUTHORIZING AND APPROVING A PROJECT UNDER MINNESOTA STATUTES, SECTIONS 469.152-469.165, INCLUSIVE, ON BEHALF OF INCSTAR CORPORATION, THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT, AND THE EXECUTION AND DELIVERY OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota (the Municipality), as follows: 1. It has been proposed that the Municipality undertake a Project whereby it would issue its Industrial Development Revenue Bonds (Incstar Corporation project), Series 1987, and loan the proceedS thereof to Incstar Corporation, a Minnesota corporation (the Borrower), to finance the cost of constructing and equipping of a 46,000 square foot manufacturing facility (the project) on certain real property within the Municipality. This Council gave preliminary appr~val to the Project by resolutions duly adopted August 18, 19B7 and September 8, 1987, and pursuant to those resolutions, the following documents relating to the Project have been submitted to the Municipality and are now, or shall be placed, on file in the office of the City Clerk: (a) a Mortgage Loan and Security Agreement and Fixture Financing Statement (the Loan Agreement), to be entered into between the Municipality and the Borrower; (b) an Indenture of Trust (the Indenture) to be entered into between the Municipality and the American National Bank and Trust Company, St. Paul, Minnesota (the Trustee); (c) a Bond Purchase Agreement (the Bond Purchase Agreement) to be entered into between the Municipality, the Borrower and McClees Investments, Inc. (the Underwriter); and (d) a form of Official Statement (the Official Statement) to be used by the Underwriter in connection with the offer and sale of the Bonds. 2. Section 2 of incorporated Project. The findings of public purpose set forth in the resolution, adopted September 8, 1987, are herein by reference, and are confirmed as to the ml ~~ r 3. The forms of the Loan Agreement, the Indenture and the Bond Purchase Agreement referred to in paragraph 1 are approved. The Municipality hereby authorizes the construction and equipping of the Project as provided in the Loan Agreement. The Loan Agreement, the Indenture and the Bond Purchase Agreement, with such variations, insertions and additions as the City Attorney may hereafter approve, are directed to be executed in the name and on behalf of the Municipality by the Mayor and the City Clerk. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and City Clerk are also authorized and directed to execute such other documents as may be necessary or desirable to carry out the transaction and the issuance of the Bonds, upon review thereof by the City Attorney. 4. The Bonds will be offered for sale by the Underwriter to the public by means of the Official Statement. The Municipality hereby consents to the distribution of the Official Statement, including the preliminary Official Statement, dated October 5, 19B7, to prospective purchasers of the Bonds. The Municipality has not participated in the preparation of the Official Statement, has made no independent investigation with respect to the information contained therein and assumes no responsibility for the sufficiency, accuracy or completeness of such information. r-'. 5. The Municipality shall proceed forthwith to issue the Bonds, dated, as originally issued, as of October 1, 19B7, in the aggregate principal amount of $4,830,000. The Bonds shall be issued in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this Resolution and made a part hereof. The Mayor and the City Clerk are authorized and directed to prepare and execute the Bonds as prescribed by 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. 6. The Municipality hereby elects that the provisions of Section l44(a)(4) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. 7. The Mayor and the City Clerk and other officers of the Municipality are authorized and directed to prepare and furnish to the Underwriter and bond counsel certified copies of all proceedings and records of the Municipality relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and market- ability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise r - - I~ ,." r r r lIIL- L :.;0.,,, known to theml and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Municipality as to the truth of all statements contained therein. 8. In the absence of the Mayor or the City Clerk the acting Mayor or acting City Clerk are authorized to execute the documents referred to above with the same force and effect as if signed by the Mayor or the City Clerk. The execution of any of the documents authorized by this resolution to be executed shall be conclusive evidence of the approval of such documents by the Municipality and this Council in accordance with the terms of this Resolution. ADOPTED by the City Council of the City of Stillwater, Minnesota, this 20th day of October, 1987. J/atf ~ Attest: ~ . (' ("', o ,.lIIII;. .. '0 STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON) I, Mary Lou Johnson, the duly appointed, qualified and acting City Clerk of the City of Stillwater, Minnesota, hereby certify that the above resolution is a true and correct copy of Resolution No. 7.f J- Cj , duly adopted by the City Council of the City of Stillwater, Minnesota, at a meeting duly called and held on October 20, 1987, at which meeting a quorum was present and acting throughout, and that the following. members voted for the adoption thereof: All present the following voted against the adoption thereof: None the following abstained from voting thereon: None and the following were absent or otherwise did not vote: None WITNESS my hand as such officer and the seal of the City this c(02~ay of October, 1987. ~ - ~~ City C rk (SEAL)