HomeMy WebLinkAboutCity Council Resolution 1984-821RESOLUTION NO. 84- 821
A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE
OF INDUSTRIAL DEVELOPMENT REVENUE BONDS
PURSUANT TO CHAPTER 474, MINNESOTA STATUTES,
TO PROVIDE FUNDS FOR INDUSTRIAL DEVELOPMENT PROJECT
FOR BANNER ENGINEERING CORP.
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 o 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.
The Borrower described below has proposed to the City that the
City issue and sell its City of Plymouth Industrial Development
Revenue Bonds (Banner Engineering Corp. Project) Series 1984, in
substantially the form set forth in the hereinafter -mentioned
Trust Indenture (the "Bonds") pursuant to the Act and lend the
proceeds thereof to Banner Engineering Corp., a Minnesota corpo-
ration (the "Borrower"), to finance the costs of the acquisition,
construction and equipping of an approximately 30,000 square foot
addition to and expansion of the Borrower's existing manufacturing
facility at 9714 -10th Avenue North in the City, for use as a
manufacturing facility, and to provide for such site improvements
as may be necessary (the "Project"), to be owned and operated by
the Borrower. 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
November 1, 1984, between the City and the Borrower whereby
the City agrees to make a loan to the Borrower and the
Borrower 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 November 1, 1984, between the City and Norwest Bank
Minneapolis, National Association, as Trustee, pledging the
revenues to be derived from the Loan Agreement as security
for the Bonds, and setting forth proposed recitals, cove-
nants and agreements relating thereto;
(c) Standby Letter of Credit and Reimbursement Agree-
ment (the "Reimbursement Agreement"), dated as of Novem-
ber 1, 1984, between the Borrower and Norwest Bank
Minneapolis, National Association (the "Bank") whereby the
Borrower agrees to reimburse the Bank for amount .drawn
under the hereinafter mentioned Letter of Credit and makes
certain covenants (this document not to be executed by the
City);
(d) Irrevocable Standby Letter of Credit (the "Letter
of Credit"), dated November 1, 1984, from the Bank to the
Trustee, providing for payment by the Bank to the Trustee of
the sum needed for payment of principal of, premium, in the
event of a Determination of Taxability (as defined in the
Trust Indenture), and up to two hundred eighty-five days'
interest on the Bonds (this document not to be executed by
the City);
(e) Combination Mortgage, Security Agreement and
Fixture Financing Statement (the "Mortgage"), dated as of
November 1, 1984, from the Borrower to the Trustee, by which
the Borrower grants to the Trustee a third mortgage lien on
and security interest in the Mortgaged Property, as defined
therein, as further security for the payment of the Bonds
and the performance of the Borrower's obligations under the
Loan Agreement (this document not to be executed by the
City);
(f) Combination Mortgage, Security Agreement and
Fixture Financing Statement (the "Bank Mortgage"), dated as
of November 1, 1984, from the Borrower to the Bank, by which
the Borrower grants to the Bank a fourth mortgage lien on
and security interest on the Project and Project Facilities
as security for the performance of the Borrower's obliga-
tions under the Reimbursement Agreement (this document not
to be executed by the City);
(g) Assignment of Rents and Leases (the "Assignment"),
dated as of November 1, 1984, from the Borrower to the
Trustee, by which the Borrower grants to the Trustee an
assignment of rents and leases of the Project Facil'.ties
(this document not to be executed by the City);
(h) Assignment of Rents and Leases (the "Bank Assign-
ment"), dated as of November 1, 1984, from the Borrower to
the Bank, by which the Borrower grants to the Bank an
assignment of rents and leases of the Project Facilities
(the document not to be executed by the City);
(i) Bond Purchase Agreement (the "Bond Purchase
Agreement") to be dated November 20, 1984, among Piper,
Jaffray & Hopwood, Incorporated (the "Underwriter"), the
Borrower and the City, providing for the purchase of the
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Bonds by the Underwriter and setting the terms and
conditions of purchase; and i -
(j) Preliminary Official Statement, dated October 29,
1984, describing the offer of the Bonds, certain terms and
provisions of the foregoing documents, and certain
information concerning the Bank and the Borrower as deemed
material by the Underwriter, the Bank and the Borrower,
which Preliminary Official Statement, when revised and
completed to the satisfaction of the Underwriter, the
Borrower and the Bank, will be published as the Official
Statement for the offer of the Bonds (together, the
Preliminary Official Statement and Official Statement are
herein referred to as the "Official Statement").
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, Subdivision 1, of the Act.
(b) The purpose of the Project is and the effect
thereof will be to promote the public welfare by: preventing
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 educational
and public service facilities; halting the movement of
talented, educated personnel to other areas and thus pre-
serving the economic and human resources needed as a base
for providing governmental services and facilities; and
increasing the tax base of the City and the county and
school district in which the Project is located. Based on
the representations of the Borrower, it is hereby found and
determined that the Project, as proposed, would not be
undertaken but for the availability of industrial develop-
ment bond financing.
(c) At the request of the Borrower, the City Council,
on September 17, 1984, after due publication of notice of
public hearing in the official newspaper and newspaper of
general circulation_ in the City at least 15 days but not
more than 30 days prior thereto, held a public hearing with
respect to the Project and the issuance of bonds therefor
and duly adopted a resolution giving preliminary approval to
the Project and issuance of bonds therefor pursuant to the
Act.
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(d) The Minnesota Energy and Economic Development
Authority approved the Project on October 31, 198A, as
tending to further the purposes and policies of the Act.
(e) It is desirable that the Bonds 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
Agreement 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
Borrower 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 Borrower 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 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 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,
includ.:ng 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 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 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, Assignment, Bank Assignment
and Bond Purchase Agreement 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 appropriate City officials authorized
to execute documents on their behalf, in substantially the form
on file, but with all such changes therein, not inconsistent with
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• the Act or other law, as may be approved by the officers executing
the same, which approval shall be conclusively evidenced by the
execution thereof, and then shall be delivered to the Trustee.
The Bond Purchase Agreement shall be signed by one or more
officers of the City, as provided therein. Copies of all docu-
ments shall be delivered and filed as provided therein.
5. Approval, Execution and Delivery of Bonds. The
City shall proceed forthwith to issue the Bonds, to be dated
November 1, 1984, in the aggregate principal amount of $2,500,000,
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 Underwriter has agreed pursuant to
the Bond Purchase Agreement to purchase the Bonds at a purchase
price of $2,426,875 plus accrued interest to the date of
delivery, and said purchase price is hereby found to be favorable
and is hereby accepted. The Mayor and City Manager of the City
are authorized and directed to prepare and execute the Bonds as
prescribed in the Trust Indenture and to deliver them to the
Trustee, together with a certifieC copy of this Resolution and
the other documents required by Section 2.08 of the Trust
Indenture, for authentication and delivery to the purchaser. As
provided in the Trust 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. Official Statement. The City hereby consents to
the use by the Un erwriter of t e Official Statement in offering
the Bonds for sale; provided, however, that the City has not
reviewed the Official Statement and takes no responsibility for,
and makes no representations or warranties as to, the accuracy or
completeness of any information contained therein.
7. $10 Million Election. The City hereby elects that
the $10 million election with respect to the Bonds and certain
capital ej:�penditures for the Project, as provided under Section
103(b)(6)(D) of the Internal Revenue Code of 1954, as amended,
shall apply to the Bonds and the Project.
8. Certificates, etc. The Mayor, City Manager, City
Clerk and other officere of the City are authorized and directed
to prepare and furnish to bond counsel and the purchaser of the
Bonds, when issued, certified copies of all proceedings and
records of the City relating to the Bonds, and Such other affida-
vits and certificates 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.
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• 9. Authorization. The City Clerk is authorized and
directed to deliver as cert fed copy of this Bond Resdlution to
-he County Auditor, together with such other information as such
runty Auditor may require, and obtain the certificate of the
.junty Auditor as to entry of the Bonds on his bond register as
required by the Act and Section 475.63, Minnesota Statutes.
Adopted: November 19th , 1984.
Attest
City Clerk
Approved
Mayor
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