HomeMy WebLinkAboutCity Council Resolution 1982-072CITY OF PLYMOUTH
Pursuant to due call and notice thereof, a s ecial meeting of the City Council
of the City of Plymouth, Minnesota, was held on a 22nd day of February ,
19 82 . The following members were present: Mayor Davenport, Councilmembers
Moen, Schneider and Threinen
ng memoers were
Councilmember Schneider introduced the following Resolution and moved its
adoption: RESOLUTION NO. 82 - 72
ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS PURSUANT TO CHAPTER 474,
MINNESOTA STATUTES, TO PROVIDE FUNDS TO BE LOANED TO BANNER ENGINEERING CORP. FOR
INDUSTRIAL DEVELOPMENT PROJECT AND APPROVING LOAN AGREEMENT, TRUST INDENTURE,
REIMBURSEMENT AGREEMENT, LETTER OF CREDIT, MORTGAGE, BANK MORTGAGE AND PRIVATE
OFFERING MEMORANDUM
BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the City),
as follows:
1. Authority. The City is, by the Constitution and Laws of the State of
Minnesota, including Chapter 474, Minnesota Statutes, as amended (the Act),
authorized to issue and sell its revenue bonds for the purpose of financing the
cost of authorized projects and to enter into contracts necessary or convenient
in the exercise of the powers granted by the Act.
2. Authorization of Project; Documents Presented. This Council proposes
IDthat the City shall issue and sell its City of Plymouth Industrial Development
Revenue Bonds (Banner Engineering Corp. Project), Series 1982, in substantially
the form set forth in the hereinafter memtioned Trust Indenture (the Bonds)
pursuant to the Act and loan the proceeds thereof to Banner Engineering Corp.,
a Minnesota corporation (the Company), to finance the costs of the acquisition
of land in the City and the construction, renovation and equipping thereon of
manufacturing/warehouse facility, together with any site improvements required
in relation thereto, to be owned by the Company. Forms of the following documents
relating to the Bonds and the Project have been submitted to the City Council
and are now on file in the office of the City Clerk:
(a) Loan Agreement (the Loan Agreement) dated as of February 1,
1982, between the City and the Company whereby the City agrees to make
a loan to the Company and the Company agrees to complete the Project
and to pay amounts sufficient to provide for the full and prompt
payment of the principal of, premium, if any, and interest on the Bonds;
(b) Trust Indenture, (the Trust Indenture) dated as of February 1,
1982, between the City and Northwestern National Bank of St. Paul,
Minnesota, as Trustee, pledging the revenues to be derived from the Loan
Agreement as security for the Bonds to be issued by the City, and setting
forth proposed recitals, covenants and agreements relating thereto;
(c) Standby Letter of Credit and Reimbursement Agreement (the
Reimbursement Agreement), dated as of February 1, 1982, between the
sk Company and Northwestern National Bank
r 'Resolution No. 8" 72
Page 2
of Minneapolis (the "Bank") whereby the Company agrees to
reimburse the Bank for the amount of each draft drawn under
the hereinafter mentioned Letter of Credit (this document
not to be executed by the City); and
(d) Letter of Credit (the "Letter of Credit"), dated
as of February 1, 1982, from the Bank to the Trustee provid-
ing for payment by the Bank to the Trustee of the sum needed
for payment of principal of, interest on and any premium
payable upon mandatory redemption of the Bonds upon presenta-
tion of a sight draft and certification by the Trustee (this
document not to be executed by the City); and
(e) Mortgage, Security Agreement, and Fixture Financ-
ing Statement (the "Mortgage"), dated as of February 1,
1982, from the Company to the Trustee, by which the Company
grants to the Trustee a first mortgage lien on and security
interest in the Mortgaged Property, as defined therein, as
security for the payment of the Bonds and the performance of
the Company's obligations under the Loan Agreement (this
document not to be executed by the City); and
(f) Mortgage, Security Agreement and Fixture Financing
Statement (the "Bank Mortgage") dated as of February 1,
1982, from the Company to the Bank, by which the Company
grants to the Bank a second mortgage lien on and security
interest in the Project and the Project Facilities as
security for the performance of the Company's obligations
under the Reimbursement Agreement (the document not to be
executed by the City); and
(g) Private Offering Memorandum dated February 8,
1982, describing the offer of the Bonds, certain terms and
provisions of the foregoing documents, and certain informa-
tion concerning the Bank and the Company as deemed material
by the Bank and the Company.
3. Findings. It is hereby found, determined and
declared that:
(a) The Project, as described in paragraph 2 above and
in the Loan Agreement, constitutes a project authorized by
and described in Section 474.02, Subd. 1, of the Act.
(b) The purpose of the Project is and the effect
thereof will be to promote the public welfare by: prevent-
ing the emergence of blighted and marginal lands and areas
of chronic unemployment; preventing economic deterioration;
the development of sound industry and commerce to use the
available resources of community, in order to retain the
benefit of the community's existing investment in education-
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Resolution No. 82 72'
Page 3
al and public service facilities; halting the movement of
talented, educated personnel to other areas and thus preserv-
ing the economic and human resources needed as a base for
providing governmental services and facilities; and increas-
ing the tax base of the City and the county and school
district in which the Project is located.
(c) The Project has been approved by the Commissioner
of Securities of the State of Minnesota as tending to
further the purposes and policies of the Act.
(d) The issuance and sale of the Bonds, the execution
and delivery of the Loan Agreement and Trust Indenture and
the performance of all covenants and agreements of the City
contained in the Bonds, the Loan Agreement and Trust Inden-
ture, and of all other acts and things requi;5ed under the
Constitution and laws of the State of Minnesota to make the
Loan Agreement, Trust Indenture and the Bonds valid and
binding obligations of the City in accordance with their
terms, are authorized by the Act.
(e) It is desirable that the City of Plymouth Indus-
trial Development Revenue Bonds (Banner Engineering Corp.
Project), Series 1982, in the amount of $1,000,000 bearing
interests at rates between 9.40% and 12.50% per annum
according to the years of maturity, be issued by the City
upon the terms set forth in the Trust Indenture, under the
provisions of which the City's interest in the Loan Agree-
ment will be pledged to the Trustee as security for the
payment of principal of, premium, if any, and interest on
the Bonds.
(f) The Loan Agreement provides for payments by the
Company 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 Company to provide for the
payment of operation and maintenance expenses, including
adequate insurance, taxes and special assessments.
(g) Under the provisions of Section 474.10, Minnesota
Statutes, 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 by the Company
pursuant to the Loan Agreement, the Letter of Credit and
moneys in the funds and accounts held by the Trustee which
are pledged to the payment thereof; the City is not subject
to any liability thereon; no holders 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
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Resolution No. 82'.. 72
Page '4
City;, the Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the
City; and each Bond issued under the Trust Indenture shall
recite that the Bond, including interest thereon, shall not
constitute nor give rise to a charge against the general
credit or taxing powers of the City and does not grant to
the owner or holder of any Bond the right to have the City
levy any taxes or appropriate any funds for the payment of
principal thereof or the interest or premium, if any,
thereon, and that the Bond is not a general obligation of
the City or the individual officers or agents thereof.
4. Approval and Execution of Documents. The forms of
Loan.Agreement, Trust Indenture, Reimbursement Agreement, Letter
of Credit, Mortgage, Bank Mortgage, and Private Offering Memoran-
dum referred to in paragraph 2 are approved. The Loan Agreement,
and Trust Indenture shall be executed in the name and on behalf
of the City by the Mayor and the City Manager or other appropri-
ate City officials authorized to execute documents on their
behalf, in substantially the form on file, but with all such
changes therein (including specifically any changes required by
Standard & Poor's Corporation as ai,condition to obtaining a
favorable rating of the Bonds), not inconsistent with the Act or
other law, as may be approved by the officers executing the same
which execution shall constitute conclusive evidence of the
approval 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 Bond. The
City shall proceed forthwith to issue its City of Plymouth
Industrial Development Revenue Bonds (Banner Engineering Corp.
Project), Series 1982, dated February 1, 1982, in the principal
amount of $1,000,000, bearing interest at rates between 9.40; and
12.50% according to the years of maturity, 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. The Placement Agent has agreed to place the Bonds at a
purchase price of $962,500 plus accrued interest to the date of
delivery and said purchase price is hereby found to be reasonable
and is hereby accepted. The Mayor and City Manager are author-
ized and directed to prepare and execute the Bonds as prescribed
in the Trust Indenture and to deliver them to the Trustee,
together with a certified copy of this Resolution and the other
documents required by Section 2.09 of the Trust Indenture, for
authentication and delivery to the purchasers. As provided in
the Trost Indenture, each Bond shall contain a recital that it is
issued pursuant to the Act, and such recital shall be conclusive
evidence of the validity and regularity of the issuance thereof.
6. Private Offering Memorandum. The.City hereby consents to the use of the
Private Offering Memorandum, provided that the Private Offering Memorandum shall
always recite that the Appendices to the Private Offering Memorandum have been
prepared by the Company and the Bank and that the City has made no independent
investigation with respect to the information contained in the Appendices thereto.
7. Certificates, etc. The Mayor, City Manager, City Clerk, and other
officers o t e ity are authorized and directed to prepare and furnish to the
purchaser of the Bonds, when issued, certified copies of all proceedings and
records of the City relating to the Bonds, and such other affidavits and certifi-
cates as may be required to show the facts appearing from the books and records
in the officers' custody and control or as otherwise known to them; and all such
certified copies, certificates and affidavits, including any heretofore furnished,
shall constitute representations of the City as to the Truth of all statements
contained therein.
8. Authorization. The City Clerk is authorized and directed to deliver a
certified copy of t e Bond Resolution to the County Auditor for the County of
Hennepin, together with such other information as such County Auditor may require,
and obtain the certificate of the County Auditor as to entry of the Bonds on his
Bond register as required by the Act and Section 475.63, Minnesota Statutes.