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088-006 - 01-05 Authorizing Issuance of $6,000,000 Bonds Series 1988 (Graco Inc Project) Resolution 88-6 January 5, 1988 Member Johnson introduced the following resolution and moved its adoption: A RESOLUTION AUTHORIZING THE ISSUANCE OF $6,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOP��ENT REFUNDING REVENUE BONDS (GRACO INC. PROJECT) , SERIES 1988; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY AND GRACO INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; APPROVING CERTAIN OTHER DOCUMENTS RELATING THERETO; AND PROVIDING FOR THE SALE OF SAID BONDS AND RELATED MATTERS WHEREAS, the City of Golden Valley (the Municipality) , a municipality duly organized and validly existing under the Constittuion and laws of the State of Minnesota, is authorized and empowered pursuant to the provisions of Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act") , to issue its revenue bonds to finance the costs of any project (as defined in the Act) an to refund, in whole or in part, bonds therefore issued by the Municipality under authority of the Act; and WHEREAS, under the Act the �1unicipality has heretofore issued its $6,000,000 Industrial Development Revenue Bonds (Graco Inc. Project), Series 1982 (the Series 1982 Bonds) all of which presently remain outstanding, the pro- ceeds of which have been lent by the �4unicipality to Graco Inc. , a ��linnesota corporation (the Company) to finance the cost of a headquarters office facility (the Project) to be owned and operated by the Company; and WHEREAS, the Company has asked the Municipality to issue its revenue bonds (the Bonds) under the act for the purpose of refunding the outstanding Series 1982 Bonds; and WHEREAS, pursuant to a loan Agreement between the rlunicipality and the Company, dated as of January 1, 1988 (the Loan Agreement), a copy of which is on file with the City Clerk and has been reviewed by this Council to the extent deemed necessary, the Nlunicipality will lend the proceeds of the Bonds to the Cornpany to refund the outstanding Series 1982 Bonds, and the Company will make payments to the Municipality in repayment of the loan sufficient to pay the princi�al of and interest on the Bonds when due; and 6JHEREAS, pursuant to an Indenture of Trust between the hlunicipality and Norwest Bank Minnesota, National Association, as Trustee (the Trustee) , dated January 1, 198$ (the Indenture), a copy of which is one file with the City Clerk and has been reviewed by this Council to the extent deemed necessary, the Municipality will provide for the issuance of the Bonds and will establish the form and terms thereof; and WNEREAS, as additional security for the payment of the principal of and interest on the Bonds, and in order to secure the obligation of the Company to purchase any Bond tendered for purchase by the holder thereof pursuant to the terms of Indenture, the Company will cause The Fuji Bank, Limited, a Japanese banking corporation, acting by and through its Chicago Branch (the Bank), to issue its irrevocable Letter of Credit (the Letter of Credit) to the Trustee, will enter into a Letter of Credit Agreement (the Credit Agreement) with the Bank obligating the Company to reimburse the Bank for any draws made under the letter of Credit, and will secure its obligations under the Credit Agreernent by a mortgage (the �1ortgage) on the Project; and Resolution 88-6 - Continued January 5, 1983 WHEREAS, Bankers Trust Company, of New York, New York (the Agent), will act as placement agent for the Company in order to find a purchaser for the Bonds; and WHEREAS, in connection with the financing, the Company will enter into certain other documents, including a TENR� Services and Rernarketing Agreement (the TENR Agreement) with the Agent, a Tender Agent Agreement (the Tender Agent Agreement) with the Trustee and Norwest Trust Company, New York (the Tender Agent), and certain other documents, copies of which, together with copies of the Letter of Credit, the Credit Agreement and the Mortgage, are on file with the Clerk and have been reviewed by this Council to the extent deemed necessary; a nd WHEREAS, information relating to the Bonds and the security therefor has been and will be provided to prospective purchasers by the Agent pursuant to a Placement Memorandum; and WHEREAS, it is necessary to authorize the sale of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GOLDEN VALLEY, ��IINNESOTA, AS FOLLOWS : Section l. For the purpose of refunding the outstanding Series 1982 Bonds, there are hereby authorized to be issued revenue bonds of the Municipality in the aggregate principal amount of $6,000,000, which shall be designated "Industrial Development Refunding Revenue Bonds (Graco Inc. Project), Series 1988" (the Bonds), and shall be payable as to principal and interest in lawful money of the United States of America. The bonds shall be executed on behalf of the Municipality by the P1ayor and the City Manage r by their respective manual or facsimile signatures, shall have the official seal of the Municipality impressed thereon, and shall be authenti- cated by an authorized representative of the Trustee. The Bonds shall be dated, shall mature, shall bear interest and shall be redeemable as provided in the Indenture. Section 2. The Bonds shall not be general obligations of the P�unicipality, but shall be limited obligations payable solely out of the income and revenues derived from the Loan Agreement. No holder of the Bonds shall have the right to compel any exercise of taxing power of the Municipality to pay the Bonds, the interest or premium, if any, thereon, and the Bonds do not constitute an indebt- edness of the �lunicipality within the meaning of any constitutional or statu- tory limitation. Each bond shall recite in substance that it has been issued under the provisions of the Act, that the principal , premium, if any, and interest thereon are payable solely from the revenue pledged to the payment thereof and that it does not constitute an indebtedness of the Municipality within the meaning of any constitutional or statutory limitation. Section 3. The Bonds shall be in substantially the form thereof set forth in the Indenture, with necessary or appropriate variations, omissions and i nsertions as permitted or requi red by the Indenture. Section 4. The Bonds shall be issued in compliance with and under the authority of the provisions of the Act, this Resolution and the Indenture. Resolution 88-6 - Continued January 5, 1988 Section 5. While the Bonds shall remain outstanding and unpaid, the Municipality hereby covenants and agrees with the holders from time to time of the Bonds that it will not issue any additional bonds or incur any obligations of any short secured by a lien prior to or on a parity with the lien of the Bonds, except as expressly permitted under the provisions of the Indenture. Section 6. It is hereby found, determined and declared that the amounts payable by the Company under the Loan Agreement are sufficient to provide for the prompt payment of the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement provides that the Company shall pay all expenses of the operation and maintenance of the Project, including adequate insurance thereon and insurance against all liability for injury to persons o� property arising from its operation, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the Loan Agreement. Section 7. The form, terms and provisions of the Indenture are hereby, in all respects, approved and the Playor and the City Manager are hereby authorized, empowered and directed to execute, acknowledge and deliver the Indenture in the name of and on behalf of the Municipality, and thereupon to cause the Indenture to be executed and acknowledged by and delivered to the Trustee. The Indenture shall constitute a lien on and an assignment of the amounts payable by the Company under the Loan Agreement. The Indenture, as executed and delivered, shall be in substantially the form thereof on file with the City Clerk and hereby approved, with such changes therein as shall be approved by the officers of the Municipality executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form thereof, and from and after the execution and delivery of the Indenture the officers, agents and employees of the Municipality are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provi- sions of the Indenture as executed. Section 8. The form, terms and provisions of the Loan Agreement are hereby, in all respects, approved and the Mayor and the City Manager are hereby authorized, empowered and directed to execute, acknowledge and deliver the Loan Agreement. The Loan Agreement as executed and delivered shall be in substan- tially the form thereof on file with the City Clerk and hereby approved, with such changes therein as shall be approved by the officers of the Municipality executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form thereof, and from and after the execution and delivery of the Loan Agreement the officers, agents and ernployees of the ��lunicipality are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed. Section 9. The sale of the Bonds to a purchaser designated by the Agent at the price of 100% of their principal amount is hereby approved. Prior to the delivery of the Bonds, the Agent shall designate to the P�unicipality and the Trustee the name in which the Bonds are to be registered. Section 10. The �4unicipality hereby approves the Letter of Credit, the Credit Agreement, the TENR Agreement, the Tender Agent Agreement and the Mortgage. The Municipality hereby confirms the use of the Placement Memorandum by the Agent to find a purchaser for the Bonds, provided that the Municipality has not reviewed or approved the Placement Memorandum or completeness. Resolution 88-6 - Continued January 5, 1988 Section 11. The Mayor and the City Manager, for and on behalf of the Municipality, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Loan Agreement by the Company and the execution and delivery of the Indenture and acceptance thereof by the Trustee, the performance of all other obligations of the P�unicipality under and pursuant to the Loan Agreement and the Indenture, the execution and delivery of the Bonds, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by the Act, this Resolution, the Loan Agreement and the Indenture. The F�ayor and the City manager are hereby further authorized and di rected for and on behalf of the ��lunicipality to execute all papers, documents, certificates and other instru- rnents that may be requi red for the carryi ng out of the authority conferred by the Act, this Resolution, the Loan Agreement and the Indenture, or to evidence the said authority and its exercise. Section 12. The Municipality hereby elects to have the provisions of Section 144 a �4) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. Section 13. The provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall , for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 14. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Resolution are, to the ext ent of such conflict, hereby superseded. f '�/' , � ary E. derson, Mayor ATTEST: r � ` � < hirley ls n, City Cler The motion for adoption of the foregoing resolution was seconded by Plember Thompson and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.