HomeMy WebLinkAboutCity Council Resolution 1988-728Extract of Minutes of Meeting
of the City Council of the City
of Plymouth. Hennepin County. Minnesota
Pursuant to due call and notice thereof a regular meeting of the City
Council of the City of Plymouth, Hennepin County, Minnesota, was held at the
City Hall in the City on Monday. October 17, 1988, commencing at 7:00 p.m.
The following members of the Council were present:
Mayor Schneider, Counci!members Vasiliou, Ricker, Zitur and Sisk
and the following were absent: None
The following resolution was presented by Councilmember Ricker
who moved its adoption:
RESOLUTION NO. 88-728
RESOLUTION APPROVING AND AUTHORIZING EXECUTION
OF AGREEMENT AS TO AMENDMENT NO. 1 TO CITY OF PLYMOUTH,
MINNESOTA $350.000 INDUSTRIAL DEVELOPMENT
REVENUE BOND (LINHEN PROJECT; BIG BEAR
CONSTRUCTION. INC., LESSEE) FERIES 1982
BE IT RESOLVED by the City of Plymouth, Hennepin County, Minnesota (City)
as follows:
1. It is hereby determined that:
(a) under the Constitution and laws of the state of Minnesota,
including Chapter 474 of Minnesota Statutes as amended and then
in effect and now codified as Minnesota Statutes, Sections
469.152 through 469.165 (the "Pct"), the City authorized and
issued its Industrial Development Revenue Bond (I.inhen Project;
Big Bear Construction, Inc., Lessee) An-•i�l " '1 ', 1982, in
the principal amount of $350,000 (the "Bond") for the purpose
Resolution No. 88-728
of lending funds to Linhen, a Minnesota general partnership
(the 'Obligor") to construct an industrial facility to be
leased by Obligor in the City (the "Project");
(b) the City, the Obligor and Summit State Bank of Bloomington, the
successor in interest to which MetroBank, a banking institution
organized under the laws of the State of Minnesota (the "Bank")
entered into a Loan and Bond Purchase Agreement dated as of
January 1, 1982 (the "Loan Agreement"), whereby the City issued
and sold the Bond to the Bank to provide funds to effect a loan
to the Obligor to finance the Project;
(c) it is now desirable to amend the Bond in order to allow prepay-
ment of the Bond at any time; and
(d) the form of Agreement as to Amendment No. 1 to the Bond (the
"Amendment") among the City, the Obligor and the Bank has been
submitted to the City and is on file in the office of the City
Manager.
2. It is desirable that the City amend the Bond by the Amendment.
3. The form of Amendment on file with the City Clerk and attached
hereto as Exhibit A is hereby approved. The Mayor, City Manager and other
appropriate officers of the City are hereby authorized and directed, on behalf
of the City, to execute the Amendment, in substantially the form hereby
approved, but including such modifications, insertions and additions as are
necessary, appropriate and in conformity with this Resolution. The execution
of the Amendment by the appropriate officers of the City shall be conclusive
evidence of the approval thereof by the City.
The motion for the adoption of the foregoing resolution was duly seconded
by Councilmember Zitur , and upon vote being taken thereon the fol-
lowing members voted in favor of the motion: Mayor Schneider,
Councilmembers Vasiliou, Ricker, Zitur and Sisk
and the following voted against: None
whereupon the resolution was declared duly passed and adopted.
AGREEMENT AS TO
AMENDMENT NO. 1 TO
CITY OF PLYMOUTH, MINNESOTA
$35C.000 INDUSTRIAL DEVELOPMENT REVENUE. BOND
(LINHEN PROJECT; :,:G TZAR CONSTRUCTION, INC.,
LESSEE) SERIES 1982
Dated as of October 1, 1988
This instrument drafted by:
LeFevere, Lefler, Kennedy,
O'Brien & Dravz
a Professional Association
2000 First Bank vlace 'nest
Minneapolis, Minnesota 55402
THIS AGREEMENT AS TO AMENDMENT N0. 1 to the City of Plymouth, Minnesota,
Industrial Development Revenue Bond (Linhen Project; Big Bear Construction
Inc., Lessee) Series 1982 dated April 1, 1982, in original principal amount of
$350,000 (the "Amendment");
WITNESSETH WHEREAS:
On April 1, 1982, the City of Plymouth, Minnesota (the "Municipality" or
"City") issued its Industrial Development Revenue Bond (Linhen Project; Big
Bear Construction, Inc., Lessee) Series 1982 in the original principal amount
of $350,000 (the "Bond"); and
Pursuant to a Loan and Bond Purchase Agreement dated as of January 1,
1982 (the "Loan Agreement") the Municipality sold the Bond to Summit State
Bank of Bloomington, Bloomington, Minnesota, the successor in interest to
which is MetroBank, a banking institution organized under the laws of the
State of Minnesota (the "Bank"), and lent the proceeds thereof to Linhen, a
Minnesota general partnership (the "Obligor") to construct the Project as
defined in the Loan Agreement; and
The Municipality assigned all of its right, title and interest on the
Loan Agreement to the Bank (other than certain rights of the Municipality
relating to expenses, advances and indemnification) pursuant to a Pledge
Agreement dated as of January 1, 1982 (the "Pledge Agreement"); and
To secure the Obligor's obligations under the Loan Agreement, as
assigned, (i) the Obligor executed a Combination Mortgage, Security Agreement
and Fixture Financing Statement dated as of January 1, 1982, in favor of the
Bank (the "Mortgage"); (ii) the Obligor and the Bank executed an Assignment of
Rents and Leases dated as of January 1, 1982 (the "Assignment"); and (iii)
certain individual partners of the Obligor executed a Guaranty in favor of the
Bank dated as of January 1. 1982 (the "Guaranty"); and
As of the date hereof, the Bank is the sole Holder of the Bond as defined
in the Loan Agreement; and
The Obligor has determined that it is is its best interest to prepay the
Bond and has requested the Municipality to amend the Bond to allow such
prepayment; and
Section 9.03 of the Loan Agreement, allows that any term of the Bond may
be amended with the consent of the Obligor, the Bank and the Municipality; and
The parties hereto now desire that the Bond be amended to allow for its
prepayment.
NOW, THEREFORE, the parties hereto hereby agree to amend the Bond as
follows:
1. The sixth full paragraph of the Bond is hereby amended to read as
follows:
The City may elect to redeem and prepay, at a price of par
plus accrued interest to date of redemption, the unpaid and
outstanding principal amount of this Bond at any time.
2. All references to the Bond contained in the Loan Agreement, in-
cluding the references in Section 5.04 of the Loan Agreement, are to the Bond
as amended herein.
3. Upon prepayment of the Bond, the Bank agrees to return to the City
either the cancelled Bond, as amended hereby, or a certificate of a respon-
sible officer of the Bank certifying as to the destruction thereof.
4. By execution hereof, the parties hereto acknowledge that upon
prepayment of the Bond, (i) all liability of the Municipality for payment of
the Bond shall forthwith cease, and (ii) the Bank shall thereafter have no
rights with respect thereof.
5. By execution hereof, the parties hereto acknowledge that all refer-
ences to the Bond in the Pledge Agreement, the Mortgage, the Assignment and
the Guaranty are references to the Bond as amended herein.
6. Obligor agrees to pay expenses of the Bank and the Municipality,
including attorney's fees incurred in conjunction with preparation and execu-
tion hereof.
IN WITNESS WHEREOF, the Municipality has caused this Amendment to be
executed in its name and its seal to be hereunto affixed, the Obligor has
caused this Amendment to be executed by its duly authorized general partners
and the Sank has caused this Amendment to be executed in its name by its duly
author4zed officer, all as of the ,]_today of C3cl0b4ag_ , 1988•
CITY OF PLYMOUTH
(SEAL) By
Its M or
By
Its City Manager