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HomeMy WebLinkAboutResolution - 81-182 - Approval of MIDB's for $2,000,000 for ITT Schadow - 09/01/1981 RESOLUTION NO. RESOLUTION OF THE CITY OF EDEN PRAIRIE, MINNESOTA APPROVING IN PRINCIPLE THE FINANCING OF A PROPOSED INDUSTRIAL PROJECT FOR INTERNATIONAL TELEPHONE AND TELEGRAPH CORPORATION AND AUTHORIZING THE EXECUTION OF AN INDUCEMENT LETTER WHEREAS, the CITY OF EDEN PRAIRIE, MINNESOTA (the "Issuer") has been informed by officials of INTERNATIONAL TELEPHONE AND TELEGRAPH CORPORATION, a Delaware corporation (the "Company"), that the Company proposes the expansion and modification of an existing industrial facility in the City of Eden Prairie, including a 12,000 square foot expansion to the existing building and the installation therein of certain structures, machinery, equipment and related real and personal property (the "Project") which the Company has indicated will increase employment opportunities in the area served by the Issuer by approximately 80 jobs and that the availability of revenue bond financing is an important factor under consideration by the Company in determining the feasibility of the proposed Project from a financial standpoint; and WHEREAS, it is estimated by the Company that the planning, design, acquisition, construction and carrying out of the proposed Project will require expenditures currently estimated at approximately $2,000,000; and WHEREAS, after careful study and investigation of the nature of the proposed Project, the Issuer has determined that, in assisting with the financing of the same, the Issuer will be acting in furtherance of the public purposes set forth in Chapter 474, Minnesota Statutes, known as the "Minnesota Municipal Industrial Development Act" (the "Act") and that the Issuer has the power and authority to do so; and WHEREAS, the most feasible method of financing the proposed Project is for the Issuer to issue its revenue bonds in one or more series (the "Bonds") for that purpose and for it to lend the proceeds from the sale of the Bonds to the Company or to a wholly-owned subsidiary thereof to enable it to plan, design, acquire, construct and carry out the proposed Project and to repay the loan in installments which will be sufficient and timely to pay the principal of, and the redemption premium (if any) and the interest on, the Bonds; and WHEREAS, the Company has requested that the Issuer indicate its willingness to issue the Bonds to finance the proposed Project so that said planning, design, acquisition, construction and carrying out of the proposed Project may move f orward; and WHEREAS, the Issuer has determined that the proposed Project will encourage economically sound development, will help to provide the range of services and employment opportunities required by the population of the Issuer, and -1- will help to prevent the movernent of talented and educated persons out of the State and to areas within the State where their services may not be as effectively used, it is in the best interest of the inhabitants of the Issuer that the planning, design, acquisition, construction and carrying out of the proposed Project move forward without delay; and WHEREAS, Lehman Brothers Kuhn Loeb Incorporated, New York, New York, has advised that on the basis of information submitted to it, the Bonds could be issued and sold upon favorable rates and terms in the amount required; NOW, THEREFORE, BE IT RESOLVED by the CITY OF EDEN PRAIRIE, MINNESOTA, and IT IS HEREBY RESOLVE® by the authority of the same, as follows: I. The proposed Project is hereby given preliminary approval by the Issuer, subject to the approval of the proposed Project by the Commissioner of Securities and subject to final approval by the Issuer and the Company. 2. ;NOT USED) 3. The adoption of this Resolution does not constitute a guarantee or a firm commitment that the Issuer will issue the Bonds as requested by the C ompany. The Issuer retains the right in its sole discretion to withdraw from participation and accordirgly not issue the Bonds should the Issuer at any time prior to the issuance thereof determine that it is in the best interest of the Issuer not to issue the Bonds or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the operative security documents. 4. Nothing in this Resolution or in the security documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues thereof or the proceeds of the Bonds or other funds granted to the Issuer for this purpose. The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the Issuer except the Project and the revenues pledged to the payment thereof nor shall the Issuer be subject to any liability thereon. The bondholders shall never have the right to compel any exercise of the taxing power of the Issuer to pay the Bonds or the interest thereon, nor to enforce payment thereof against any property of the Issuer except the Project. The Bonds shall recite in substance that the Bonds, including interest thereon, is payable solely from the revenues pledged to the payment thereof. No Bonds issued hereunder shall constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. -2- i S. The Company has agreed to pay directly or through the Issuer any and all costs incurred by the Issuer in connection with the Project, whether or not the proposed Project is approved by the Commissioner of Securities; whether or not the Project is carried to completion; and whether or not the Bonds or operative security documents are executed. 6. In accordance with Subdivision 7 of Section 474.01, Minnesota Statutes, the Mayor of the Issuer is hereby authorized and directed to submit the proposal for the proposed Project to the Commissioner of Securities requesting his approval, and other officers, employees and agents of the Issuer are hereby authorized to provide the Commissioner with such preliminary information as he may require. 7. All commitments of the Issuer expressed herein are subject to the condition that within twelve months of the date of adoption of this Resolution the Issuer and the Company shall have agreed to mutually acceptable terms and conditions of the security documents, the Bonds and of the other instruments and proceedings relating to the Bonds and their issuance and sale. If the events set forth herein do not take place within the time set forth above, or any extension thereof, and the Bonds are not sold within such time, this Resolution shall expire and be of no further effect. 8. In adopting this resolution, it is intended by the Issuer to take "official action" (within the meaning of Section 1.103-8(a)(5) of the Income Tax Regulations) toward the issuance of the Bonds. 9. The Mayor and Clerk of the Issuer are further hereby authorized to take any and all further action and to execute and deliver any and all other documents as may be necessary to issue and deliver said proposed revenue bonds and to effect the undertaking for which said revenue bonds are proposed to be issued. Adopted this 1st day of September, 1981. CITY OF EDEN PRAIRIE, MINNESOTA 2 L By: K ..- - Mayor 1 I (CORPORATE SEAL) Attest: r C,i Clerk �- -3-