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HomeMy WebLinkAboutResolution - 82-29 - Final Approval for MIDB's for Parker-Hannifin - $2,000,000 - 02/02/1982 R �r CITY OF EDEN PRAIRIE, MINNESOTA BOND LEGISLATION INDUSTRIAL, DEVELOPME14T REVENUE B0I4DS (Parker-Hannifin Corporation Project ) A resolution authorizing the issuance of $1 , 900 , 000 aggregate principal amount of Industrial Development Revenue Bonds of the City of Eden Prairie, Minnesota, for the purpose of financing the costs of acquiring, constructing, equipping, and improving a "Project" within the meaning of Section 474 . 02 , Subdivision .1 (a) of the Municipal Industrial Development Act; providing for the pledge of revenues for the payment of said Bonds; authorizing the execution and delivery of an Installment Sale Agreement pertaining to the Project ; authorizing the execution and delivery of a Trust Indenture appropriate for the protection and disposition of such revenues and to further secure the payment of said Bonds .; authorizing the acceptance of a Bond Purchase Proposal under the terms of which the authorized Bonds are +� sold ; and related matters . WHEREAS, the City of Eden Prairie (hereinafter called the ".issuer" ) is a city and political subdivision duly organized and existing under the Constitution and the laws of the State of Minnesota, and by virtue of the laws of said State , including the Municipal Industrial Development Act, Minnesota Statutes, Chapter 474 , as amended ( the "Act" ) , is authorized and empowered, among other things, (a) to issue its revenue bonds for the purpose of financing the costs of acquiring, constructing, equipping, and improving a "project" as defined in Section 474 . 02, Subdivision 1 (a) of the Act, ( b ) to approve and accept a bond purchase proposal in connection with the r sale of its revenue bonds, ( c ) to enter into an installment sale agreement and to provide for revenues, sufficient to pay the principal of and premium, if any, and interest on such revenue bonds , (d) to secure such revenue bonds by an indenture between the Issuer and a corporate trustee, and by a pledge and assignment of revenues and ( e) to enact this Bond Legislation, to enter into the Agreement and the Indenture, and to accept the Bond Purchase Proposal, all as hereinafter defined, upon the terms and conditions provided therein; 14OW THEREFORE, BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, that : Section 1 . Definitions . In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agreement , the following words and terms as used in this Bond Legislation shall have the following meanings unless the context or use clearly indicates another or different meaning or intent : "Agreement" means the Installment Sale Agreement between the Issuer and the Company , dated as of February 1 , 1982, as it may be duly amended, modified or supplemented in accordance with the provisions thereof. "Bond" or "Bonds " means the Project Bonds and any Additional Bonds issued under the Indenture. -2- "Bond Fund" means the Bond Fund created by the Indenture. "Bond Fund Payment" means , as to the Project Bonds , an amount equal to the interest accrued on the Project Bonds from their date to the date of their delivery to the Original Purchaser and payment therefor and, as to the Additional Bonds, the amount specified in the Bond Legislation authorizing such Additional Bonds , provided that the Bond Fund Payment for any Additional Bonds shall not be less than an amount- equal to the interest accrued on such Additional Bonds from their date to the date of delivery of such Additional Bonds to their Original ( Purchaser and payment therefor. "Bond Legislation" means this resolution, as the same may from time to time be lawfully amended, modified or supplemented . "Bond Purchase Proposal" means the Bond Purchase Proposal, dated February 2, 1982, from McDonald & Company, Cleveland , Ohio, for the purchase of the Project Bonds authorized pursuant to Section 3 hereof. "Bond service charges " for any time period means, the principal , interest , and premium, if any, required to be paid by the Issuer on the Bonds for such time period . "Code" means the Internal Revenue Code of 1954, as amended . Reference to the Code and to Sections -3- of the Code shall include relevant regulations, temporary regulations and proposed regulations thereunder and any successor provisions to such Sections , regulations, temporary regulations or proposed regulations . "Company" means Parker-Hannifin Corporation, an Ohio corporation, its corporate successors and assigns . "Construction Fund" means the Construction Fund created by the Indenture. "Executive Officers" means the Mayor and City Manager of the Issuer . "Fiscal Officer" means the Finance Director of the Issuer . "Guaranty" means the Guaranty Agreement , dated as of February 1 , 1982, from the Company to the Trustee . "Holder" means the bearer of any coupon Bond not registered as to principal or registered as to principal to bearer and the registered owner of any coupon Bond registered as to principal other than to bearer and the owner of any fully registered Bond. The word "Holder" , when used with reference to a coupon, shall mean the bearer of such coupon. "Indenture" means the Indenture provided for in Section 11 hereof, between the Issuer and the Trustee, dated as of the date of the Agreement, as the -4- same may be duly amended, modified or supplemented in accordance with the provisions thereof . "Interest Payment Date" means August 1 and February 1 in each year, commencing August 1 , 1982 . " Issuer" means the City of Eden Prairie , a municipal corporation duly organized and existing under the laws of the State of Minnesota. "Legal Officer" means the City Attorney of the Issuer . "Legislative Authority" means the City Council of the Issuer . i "Original Purchaser" means McDonald � Company, Cleveland, Ohio, as the purchaser of the Project Bonds . "Person" means natural persons , firrns , trusts, associations , corporations and public bodies . "Pledged Receipts" means ( a) the Purchase Payments and the Prepayment Price, ( b ) subject to the provisions of Section 5 . 03 of the Indenture with respect to the Trustee holding moneys for the holders of particular Bonds , all other moneys, excluding Additional Payments (as defined in the Agreement ) and amounts paid pursuant to Section 7 . 6 and 10 . 4 of the Agreement, received by the Issuer, or the Trustee for the account of the Issuer, in -5- respect of the sale of the Project, (c ) income and profit from the investment of any Pledged Receipts and ( d ) the proceeds of the Bonds and all income and profit from the investment thereof so long as such proceeds , income and profit are held in or credited to the Construction Furid. "Prepayment Price" means an amount such that following the payment thereof by the Company to the Trustee and deposit in the Bond Fund, the amount on deposit in the Bond Fund and available therefor will be sufficient to pay the aggregate principal of and premium, if any, and interest on the Outstanding Bonds on the applicable redemption date . i "Project" means the real and personal property comprising the "Project Facilities" , as def iriecY in the Agreement . "Project Bonds" means the Industrial Development Revenue Bonds (Parker-Hannifin Corporation Project ) , Series 1982, authorized in Section 3 hereof, including any replacement bonds issued pursuant to Section 2 . 06 of the Indenture . "Project Purposes" means acquiring, constructing, equipping and improving real and personal property comprising an industrial facility to be used for administrative offices and for the manufacturing, assembly -6- and warehousing of automotive aftermarket service products or for such other purposes as are permitted urider the Act. "Purchase Payments" means the installment payments payable by the Company pursuant to Section 3 . 3 of the Agreement . "State41 means the State of A7innesota. "Trustee" means the Trustee under the Indenture, originally AmeriTrust Company, Cleveland, Ohio, or any successor Trustee as determined or designated under or pursuant to the Indenture . Section 2. Determinations of Legislative Authority . It is hereby determined that : ( a ) the Project is a project as defined in the Act and is consistent with the purposes of the Act; (b ) the utilization of the Project is in furtherance of the purposes of the Act and will benefit the people of the Issuer and the State of %linnesota by creating and preservir16 ,jobs and employment opportunities and improving the economic welfare of the people of the Issuer and of said State ; ( c) the acquisition, construction, equipment, and improvement of the Project, -7- including the financing thereof, will require the issuance, sale, and delivery of the Project Bonds in the aggregate principal amount of $1 , 900, 000 , and hereafter may require the Issuer to issue , sell, and deliver Additional Bonds; (d) that the Issuer is , and upon delivery of the Project Bonds will be , duly authorized by the Constitution and laws of the State of Minnesota) including particularly and without limitation the Act, to issue the Project Bonds, to execute the Agreement and the Indenture , to accept and approve the Bond Purchase Proposal, to provide the security for payment of Bond service charges in the manner and to the extent set forth herein and in the Indenture ; ( e ) all actions on the Issuer ' s part for the issuance of the Project Bonds and execution and delivery of the Agreement and the Indenture, and the acceptance and approval of the Bond Purchase Proposal, have been or will be duly and effectively taken; ( f ) the execution and delivery of the Agreement and the Indenture, the acceptance and approval of the Bond Purchase Proposal, and the performance of the transactions required or contemplated by such documents by the Issuer will not conflict with, violate or constitute a default under any provision of applicable laws , or any indenture, agreement or other instrument by which the Issuer or any of its properties may be bound ; provided, however, that this determination is made solely for the purpose of estopping the Issuer from denying the validity of the Bonds or any of the documents referenced in this paragraph by reason of the existence of any facts contrary to this determination , (g) there is no litigation, proceeding or investigation pending against or affecting the Issuer in which the Issuer has been served or of which it has otherwise received actual notice or which, to the best of the Issuer ' s knowledge, is threatened against the Issuer , challenging the validity of the Agreement, the Indenture, the Bond Purchase Proposal or the Bonds , or the existence or the boundaries of the Issuer, or the right of any officer of the Issuer to hold his or her office or seeking to enjoin any of the transactions contemplated by such instruments or the performance by the Issuer of any of its obligations thereunder, -9- (h) the issuance and sale of the Bonds , the execution and delivery of the Agreement, the Indenture, and the Bond Purchase Proposal, and all other acts and things required under the Constitution and the lams of. the State of Minnesota to make the Bonds , the Agreement , the Indenture and the Bond Purchase Proposal valid and binding obligations of the Issuer in accordance with their terms, are authorized by the Act; and ( i ) the Issuer is duly organized { and existing under the Constitution and the laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act. Section 3 . Authorization and Terms of Project Bonds . It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver , as provided and authorized herein and pursuant to the authority of the Act, $1 , 900, 000 aggregate principal amount Project Bonds for the purpose of of assisting the Company in the financing of costs of acquiring, constructing, equipping, and improving the Project for the Project Purposes . The Project Bonds shall be designated "Industrial Development Revenue Bonds (Parker-Hannifin Corporation Project ) Series -10- 1982 " . The Issuer may also issue, sell and deliver Additional Bonds on a parity with the Project Bonds for the purposes and in the manner provided in the Indenture . The Project Bonds sliall be initially issued in coupon form in the denomination of $5, 000, registrable as Lo principal, or in fully registered form in the denomination of $5 , 000 and any multiple thereof permitted by the Indenture . The Project Bonds shall bear interest from their respective dates at the rate of eleven and one-half percent ( 11-1/2% ) per annum, payable semi-annually on August 1 and February 1 in each year beginning August 1 , 1962 , 1 and shall mature on February 1 , 196b . The Project Bonds are subject to extraordinary optional redemption in whole (but not in part) on any date prior to stated maturity by the Issuer, at the election of the Company, in the event of ( 1 ) damage or destruction of the Project, ( 2 ) condemnation of the Project or any part thereof, ( 3 ) a change in either federal or state law adversely affecting the Bonds , the Agreement, the Indenture, or the Guaranty or (4 ) a determination by the Company ' s Board of Directors that the operation of the Project is no longer practicable or economically desireable, ai.l to the extent provided in Section 7 . 06 of the Indenture. If called for redemption upon the -11- occurrence of any of such events , the Project Bonds shall be redeemed at a redemption price of 100jo of the principal amount thereof, plus accrued interest to the redemption date . The Project Bonds are also subject to mandatory redemption by tine Issuer in the event of a Determination of Taxability as defined in Section _)' . 10 of the Agreement . In the evert of a Determination of Taxability , as a result of a failure by the Company to pay, perform or observe any covenant , obligation or agreement contained in the Agreement , the Project Bonds shall be redeemed by the Issuer in accordance with Section 7 . 05 of the Indenture at a redemption price equal to 100i1" of the principal amount "chereof plus a premium equal to eleven and one-half percent ( 11-112% ) of the principal amount thereof and an additional premium of one-half of one percent ( . 5% ) of the outstanding principal amount of the Bonds redeemed for each six months or part thereof, commencing with the date of the Event of Taxability (as defined in the Indenture) and ending on the redemption date. If less than all of the outstanding Project Bonds are called for redemption at one time, the selection of such Project Bonds, or portions of fully registered Project Bonds , to be called shall be made by lot by the Trustee in such manner as the Trustee may determine . -12- The provisions for notice of redemptions or defaults and the registration and exchangeability provisions shall be as set forth in the forms of the Project bonds and as set forth in the Indenture . Bond service charges on Project Bonds shall be payable, without deduction for services as paying agent , at the corporate trust office of the Trustee, except that interest on fully registered Project Bonds shall be payable by check or draft as provided in the Indenture . The Project Bonds shall be executed by the manual or facsimile signatures of the Executive Officers , shall bear the seal of the Issuer and shall be attested by the manual or facsimile signature of the City Clerk. Coupons attache to the Bonds shall be executed with the facsimile signatures of the Executive Officers of the Issuer. In case any officer whose signature or a facsimile of whose signature shall appear on the Project Bonds shall cease to be such officer before the issuance , authentication or delivery of such Project Bonds , such signature or such facsimile shall. nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time . The Trustee is hereby appointed authenticating agent with respect to the Project Bonds pursuant to Minnesota Statutes , Section 475 . 55 , and -13- the certificate of authentication on the Project Bonds shall evidence authentication of the Project Bonds under this authority . Section 4 . Limitation of Liability . As provided herein, the Bonds shall be (a) payable solely from the Pledged Receipts and ( b ) secured by a pledge and assignment of the Pledged Receipts . Payment of the Project Bonds shall be guaranteed by the Company pursuant to the Guaranty . Under the provisions of Minnesota Statutes , Section 474 . 10 , the Bonds are not to be payable from nor charged upon any funds of the Issuer other than the Pledged Receipts ; the Issuer is not subject to any liability thereon; no Holder shall ever have the right to compel any exercise of the taxing power of the Issuer to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the Issuer; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable , upon any property of the Issuer, each Bond issued under the Indenture shall recite that the Bond , including interest thereon, is payable solely from the Pledged Receipts ; and no Bond shall constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. The Purchase Payments prescribed in the Agreement: are fixed, and required to be revised from time -14- to time as necessary, so as to produce income and revenue sufficient to provide .for prompt payment of the principal of and interest on all Bonds issued under the Indenture when due, and the Agreement also provides that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Agreement . Section 5 . Sale of the Project Bonds . The Legislative Authority, having duly considered tYie Bond Purchase Proposal of the Original Purchaser, hereby approves l and accepts for and on behalf of the Issuer the Bond Purchase Proposal, and the Project Bonds are hereby sold and awarded to the Original Purchaser, in accordance with its offer therefor, at an aggregate purchase price of 97 . 5% of the principal amount of the Project Bonds , or a1 , 852, 500, plus accrued interest on the face amount of the Project Bonds from the date thereof to the date of delivery of and payment for the Project Bonds . The Executive Officers and the City Clerk of the Legislative Authority are authorized and directed to make on behalf of the Issuer the necessary arrangements with the Original Purchaser to establish the date, location, procedure and conditions for the delivery of the Project Bonds to th e —15— i Original Purchaser, and to take all steps necessary to effect due execution, authentication and delivery to tiie Original. Purchaser of the Project Bonds under the terms of this Bond Legislation. It is hereby determined that the price for and the terms of the Project Bonds, and t}ie sale thereof , all as provided in this Bond Legislation, are in the best interest of the Issuer and consistent with all legal requirements . Section. 6 . Allocation of Proceeds of the Project Bonds - Construction Fund. The proceeds from the sale of the Project Bonds (including accrued interest thereon ) shall be allocated, deposited and credited as ( follows : (a) To the Bond Fund, the Bond Fund Payment . (b) To the Construction Fund , the balance of the proceeds of the Project Bonds. The Indenture provides for the establishment with the Trustee of the Construction Fund to be held in the custody of the Trustee. The moneys to the credit of the Construction Fund, pending application thereof as provided in the Agreement , shall be subject to a lien and charge in favor of the Trustee . Section 7 . Source of Payment of Project Bonds . As provided in the Agreement , the Purchase Payments -16- and the Prepayment Pricey sufficient in time and amount to pay the Bond service charges as they come due , are to be paid by the Company directly to the Trustee for the account of the Issuer and deposited in the Bond Fund. The Indenture provides for the creation of the Bond Fund as a separate deposit account in the custody of the Trustee . The Bond Fund ( and accounts therein provided for in the Indenture or in the Agreement) anU the moneys and investments therein are, pursuant to the Indenture , pledged to and shall be used solely and exclusively for, the payment of Bond service charges as they fall due at stated maturity or by acceleration or t redemption, all as provided herein and in the Indenture and the Agreement . There shall be deposited into the Bond Fund ( and credited, if required by the Indenture or Agreement , to appropriate accounts therein ) , as and when received all Pledged Receipts . Section 8 . Additional Bonds . The Issuer , at the request of the Company if the Company is not then in default under the Agreement , to the extent permitted by law, including the Act, then in effect and for purposes consistent with the Act may , in its sole discretion as then exercised, but shall not be obligated to , issue Additional Bonds from time to time as provided in the Indenture . -17- i Section 9 . Arbitrage Provisions . An Executive Officer or any other officer having responsibility with respect to the issuance of the Project Bonds , is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer , employee , consultant or agent of the Issuer, or the Company, to give an appropriate certificate on behalf of the Issuer, for inclusion in the transcript of proceedings for the Project Bonds , setting forth the reasonable expectations of the Issuer- regarding the amount and use of the proceeds of the Project Bonds , and the facts and estimates on which they are based , such certificate to be premised on the reasonable expectations and the facts and estimates as provided by the Company, all as of the date of delivery and payment for the Project Bonds . The City Clerk or other appropriate officer of the Issuer shall furnish to the Original Purchaser a true transcript of proceedings, certified by said City Clerk or officer, of all proceedings had with reference to the issuance of the Project Bonds along with such information for the records as is necessary to determine the regularity and validity of the issuance of the Project Bonds . Section 10 . Federal Tax Election. This Legislative Authority hereby elects to have the limitations specified in Section 103 (b ) ( 6 ) (D) of the Code applied to -18- the Project Bonds , and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided by the rules and regulations of the Internal Revenue Service, by an Executive Officer or the City Clerk is hereby authorized , approved, ratified and affirmed. Section 11 . Indenture , Agreement, and Bond Purchase Proposal . The Executive Officers and City Clerk are hereby authorized and directed to execute, acknowledge and deliver, in the name and on behalf of the Issuer, the Indenture and the Agreement, and to accept and approve the Bond Purchase Proposal , in substantially the forms submitted to the Legislative Authority, which instruments are hereby approved , with such chani;es therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. The approval of such changes by said officers shall be conclusively evidenced by the execution of such instruments . Section 12 . Other Documents . The members of the Legislative Authority, the Executive Officers , the Fiscal Officer and the City Clerk, as appropriate, are hereby further authorized and directed to execute, subject to approval of counsel. to the Issuer and at the request -19- of the Trustee, such certificates , financing statements , continuation statements , assignments , or amendments tiaereof, and such other instruments as are necessary to perfect the pledges and assignments contemplated hereby and by the Indenture and to consummate the transactions provided for in the Indenture and the Agreement, and the acceptance and approval of the Bond Purchase Proposal. Section 13 . Compliance with Open Meeting Requirements . It is hereby found and determined that all formal actions of this Legislative Authority concerning and relating to the adoption of this Bond Legislation were adopted in an open meeting of this Legislative Authority, t, and that all deliberations of this Legislative Authority and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements . Section 114 . Effective Date. This resolution shall be effective immediately upon its final adoption. Councilperson Oa moved the adoption of the above resolution. Councilperson anZ seconded the motion. -20- i,. Voting Aye thereon: Councilpersons : Voting Play thereon : Y\ E, Adopted : February 2, 1982 Attest : / Approved : -tj « - E ,�,OZ'City Clerk Clerk Mayor The undersigned, being the duly appointed City Clerk of the City of Eden Prairie , Minnesota, does hereby certify that the foregoing is a true and correct copy of the original resolution adopted by the City Council of the City of Eden Prairie on the day of February, 1982 .