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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- -2- 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 -3- 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.