HomeMy WebLinkAboutCity Council Resolution 1988-736BOND RESOLUTION
RESOLUTION NO. 88-736
CITY OF PLYMOUTH, MINNESOTA $2,750,000
VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT
REVENUE REFUNDING BONDS
(BANNER ENGINEERING CORP. PROJECT)
SERIES 1988A AND SERIES 1988B
Adopted: October 24, 1988
This Resolution was drafted by:
Bruce A. Bonjour
Lindquist & Vennum
4200 IDS Center
Minneapolis, MN 55402
Extract of Minutes of Regular Meeting
of the City Council of the
City of Plymouth, Minnesota
Pursuant to the due call and notice thereof, a regular
meeting of the City Council (the "Council") of the City of
Plymouth, Minnesota, was held at Z;.An o'clock, IL.m., at Plymouth
C-ty Hall on October 24, 1988.
Upon roll call at said meeting, the following members of
the Council were,
PRESENT: Mayor Schneider, Councilmembers Vasiliou, Ricker,
Zitur and Sisk
ABSENT: None
ALSO PRESENT:
Councilmember introduced and read the
resolution attached hereto, esignate as follows, and moved its
adoption:
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RESOLUTION NO. 88-736
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PLYMOUTH, MINNESOTA, APPROVING THE ISSUANCE
AND SALE OF THE CITY'S $2,750,000 VARIABLE
RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE
REFUNDING BONDS (BANNER ENGINEERING CORP.
PROJECT) SERIES 1988A and 1988B AND
AUTHORIZING THE APPROVAL AND EXECUTION OF
RELATED DOCUMENTS AND THE APPROVAL OF RELATED
MATTERS
The motion for the adoption of the attached resolution
was duly seconded by councilmember zitlix , and upon
vote being taken, the following counci mem ers voted:
IN FAVOR OF ADOPTION AGAINST ADOPTION
Mayor Schneider, Councilmembers None
Vasiliou, Ricker, Zitur and Sisk
WHEREUPON, said resolution was declared duly passed and
adopted and the Mayor was authorized to execute said resolution
and the Manager to attest such execution.
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RESOLUTION NO. 88-736
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PLYMOUTH, MINNESOTA, APPROVING THE ISSUANCE
AND SALE OF THE CITY'S $2,750,000 VARIABLE
RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE
REFUNDING BONDS (BANNER ENGINEERING CORP.
PROJECT) SERIES 1988A AND 19888 AND
AUTHORIZING THE APPROVAL AND EXECUTION OF
RELATED DOCUMENTS AND THE APPROVAL OF RELATED
MATTERS
WHEREAS, pursuant to and in accordance with the
provisions of Minnesota Statutes, Chapter 474 (as amended and
restated in Minnesota Statutes. Chapter 469, the "Act") and
Resolutions of the City Council of the City of Plymouth (the
"City") adopted on February 22, 1982 and November 19, 1984, by
appropriate action duly taken by the City, and in furtherance of
the purposes of the Act, the City previously issued its
$1,000,000 Industrial Development Bonds (Banner Engineering Corp.
Project) Series 1982 (the "Series 1982 Bonds•) and its $2,500,000
Industrial Development Revenue Bonds, Series 1984 (the "Series
1984 Bonds") and loaned the proceeds thereof to Banner
Engineering Corp., a Minnesota corporation (the •Company") in
order to provide financing for the acquisition equipping and
construction of industrial facilities Plymouth, Minnesota (the
"Project") (as defined in more detail in the Loan Agreement): and
WHEREAS, the City is willing to Lowe its Variable Rate
Demand industrial Development Revenue Refunding Bonds (Banner
Engineering Corp. Project), Series 1988A in the principal amount
of $2,250,000, and its Variable Rate Demand Industrial
Development Revenue Refunding Bonds (Banner Engineering Corp.
Project), Series 1988B in the principal amount of $500,000
(collectively, the "Series 1988 Bonds"), pursuant to an Indenture
of Trust dated as of November 1, 1988 between the City and
National City Bank of Minneapolis, as Trustee (the •Indenture"),
and to apply the proceeds of the Series 1988 Bonds to refund and
pay the outstanding indebtedness of $2,250,000 evidenced by the
Series 1984 Bonds and the outstanding indebtedness of $500,000
evidenced by the Series 1982 Bonds= and
WHEREAS, the issuance and sale of the Series 1986A Bonds
and the Series 1988B Bonds (the "Series 1988 Bonds") and deposit
of the proceeds thereof in the Refunding Fund as provided in the
Indenture for the purpose of refunding and prepaying the Series
1982 Bonds and Series 1984 Bonds shall constitute a loan of
$2,750,000 to the Company as provided in the Loan Agreement dated
as of November 1, 1988 between the City and the Company (the
"Loan Agreement"); and
WHEREAS, to secure the Series 1988 Bonds and payments
under the Loan Agreement and the performance of other obligations
of the Company, the Company will cause to be issued to the
Trustee an irrevocable standby letter of credit (the "Marquette
Letter of Credit") by Marquette Bank Minneapolis, National
Association (the "Bank") in an amount equal to the principal
amount outstanding on the Bonds together with interest thereon at
for a period of 135 days at a maximum rate of 12% per annum; and
WHEREAS, the Marquette Letter of Credit is to be
confirmed by Algemene Bank Nederland N.V. (Chicago Branch) (the
"Confirming Bank") (the Marquette Letter of Credit as confirmed
and as hereafter replaced by any Alternate Credit Facility being
referred to herein and in the Indenture as the "Credit
Facility"); and
WHEREAS, Norwest Bank Minnesota, National Association
acting by and through its Norwest Corporate Finance division (the
"Placement Agent") has placed the Series 1988 Bonds with an
initial purchaser upon the terms and conditions described below;
NOW, THEREFORE, BE IT RESOLVED by the Council as
follows:
Section 1. The City hereby finds and determines that:
(a) By virtue of the Act, the City has been vested with
all powers necessary and convenient to carry out
and effectuate the purposes and provisions of the
Act and to exercise all powers granted to it under
the Act.
(b) The Series 1982 Bonds and Series 1984 Bonds to be
refunded by the Series 1988 Bonds each financed a
"project" as such term is now defined in and as
authorized by Section 469.153, Subd. 12 of the Act.
(c) The acquisition and construction of the projects
described above furthered the purposes stated in
the Act.
(d) It is desirable and in the public interest for the
City to issue and sell the Series 1988 Bonds upon
the terms and conditions set forth in the
Indenture, for the purpose of refunding the Series
1982 Bonds and Series 1984 Bonds pursuant to the
Loan Agreement.
(e) To enhance the marketability of the Series 1988
Bonds, the Bank and Confirming Bank shall issue the
Credit Facility to secure the payment of the
principal and purchase price of, and premium, if
any, and interest on the Series 1988 Bonds, which
Credit Facility by its terms will expire no later
than November 15, 1993.
(f) The issuance of the Series 1988 Bonds is authorized
by the Act and it is necessary and desirable that
the Series 1988 Bonds in an amount not to exceed
$2,750,000 be issued by the City upon the terms set
forth in the Indenture, under the provisions of
which Indenture the City's interest in the Loan
Agreement and the payments thereunder will be
pledged to the Trustee as security for the payment
of principal and interest on the Series 1988 Bonds.
(g) The Loan Agreement constitutes a "revenue
agreement" within the meaning of Section 469.153,
Subd. 9 of the Act. The payments required by the
Loan Agreement are fixed and required to be revised
from time to time as necessary, so as to produce
income and revenues sufficient to provide for
prompt payment of principal and purchase price of
and interest on all Series 1988 Bonds issued under
the Indenture when due, and the Loan 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 insurance against all
liability for injury to persons or property arising
from the operation thereof, and all taxes and
special assessments levied upon or with respect to
the Project and payable during the term of the Loan
Agreement.
(h) Under the provisions of the Act, and as provided in
the Loan Agreement and Indenture, the Series 1988
Bonds are not to be payable from nor charged upon
any funds other than the revenues pledged to the
payment thereof; the City is not subject to any
liability thereon (except with respect to such
revenues); no holders of the Series 1988 Bonds
shall Aver have the right to compel any exercise of
the taxing powers of the City to pay any of the
Series 1988 Bonds or the interest thereon, nor to
enforce payment thereof against any property of the
City; the Series 1988 Bonds shall not constitute a
charge, lien or encumbrance, legal or equitable
upon any property of the City (except with respect
to such revenues under the Loan Agreement); each
Series 1988 Bond issued under the Indenture shall
recite that the Series 1988 Bonds, including
interest thereon, are payable E-lely from the
Credit Facility and the revenue pledged to the
payment thereof; and no Serie; 1988 Bond shall con-
stitute a debt of the City within the meaning of
any constitutional or statutory limitation.
(i) Under Section 103(a) and Section 149(e) of the
Internal Revenue Code of 1986, as amended, and the
applicable regulations of the Department of the
Treasury promulgated thereunder (the "Code"), the
interest on an issue of private activity bonds
issued by a political subdivision of a state for
certain facilities is not includible in gross
income for Federal income tax purposes, subject to
the limitations and requirements of the Code,
including the filing by such political subdivision
of a statement providing information required by
the Code on IRC Form No. 8038 (tne "Information
Statement").
Section 2. In consequence of the foregoing, the City hereby
determines (i) to issue and sell the Series 1988
Bonds to the initial purchaser of the Series 1988
Bonds secured by the Placement Agent pursuant to a
Bond Purchase Agreement (in substantially the form
presented to this meeting of the Council) (herein
the "Bond Purchase Agreement") in accordance with
the terms and conditions as set forth in the Bond
Purchase Agreement and the Indenture (ii) to apply
all of the Series 1988 Bond proceeds to refund the
Series 1982 Bonds and the Series 1984 Bonds as
provided in the Loan Agreement and the Indenture;
(iii) to execute and deliver the Loan Agreement,
the Bond Purchase Agreement and the Indenture; (iv)
to secure the Series 1988 Bonds by pledging and
assigning to the Trustee certain of the City's
rights and remedies under the Loan Agreement and
certain moneys due and to become due thereunder
pursuant to the Indenture; (v) to execute an
Arbitrage Certificate in connection with the
issuance of the Series 1988 Bonds; (vi) to file the
Information Statement in connection with the
issuance of the Series 1988 Bonds and (vii) to take
such other actions as are necessary or appropriate
to consummate the transactions contemplated by the
documents and instruments approved hereby.
Section 3. The form and substance of the Series 1988 Bonds
(in substantially the forms contained in the form
of Indenture presented to this meeting) are hereby
approved.
Section 4. The form and substance of the following documents
(in substantially the forms presented to this
meeting of the Council) are hereby approved: the
Indenture, the Loan Agreement, the Bond Purchase
Agreement and the Letter of Credit.
Section S. The Mayor and the Manager of the City are hereby
authorized, on behalf of the City, to execute and
deliver the Series 1988 Bonds, the Indenture, the
Bond Purchase Agreement and the Loan Agreement
(collectively, the "Financing Documents"), and the
Manager of the City is hereby authorized to affix
the seal of the City and to attest the same, all in
substantially the forms thereof presented to this
meeting with such changes, variations, omissions
and insertions as the Mayor and the Manager shall
approve (such execution, delivery, affixation of
the seal and attestation thereof with respect to
the Series 1988 Bonds, however, notwithstanding the
foregoing, to occur as provided in the
Indenture). The execution and delivery of such
Financing Documents by the Mayor and the Manager
shall constitute conclusive evidence of such
approval. Copies of the documents shall be
delivered, filed and recorded as provided therein.
Section 6. The Mayor and the Manager are hereby authorized and
directed for and in the name and on behalf of the
City to do all acts and things contemplated,
required or provided for by the provisions of the
Financing Documents, and to execute and deliver all
such additional certificates, instruments and docu-
ments, including the Arbitrage Certificate and the
Information Statement, and to do all such further
acts and things as may be necessary or, in the
opinion of the Mayor and the Manager, desirable and
proper to effect the purposes of the foregoing
resolution and to cause compliance by the City with
all of the terms, covenants and provisions of the
Financing Documents, including, without limitation,
such certificates, acts and things as may be
required by Bond Counsel, and approved by the City
Attorney, to show the facts relating to the legality
and marketability of the Series 1988 Bonds.
Section 7. Norwest Bank Minnesota, National Association acting
by and through its Norwest Corporate Finance
division is hereby appointed as Remarketing Agent
under the Indenture.
Section 8. This Resolution shall take effect immediately, and
the Bonds are hereby ordered to be issued in
accordance with this Resolution.
Section 9. The provisions of this Resolution shall be
severable and, if necessary, shall authorize the
issuance and sale of one series of the Series 1988
Bonds without the issuance and sale of the other
series of the Series 1988 Bonds in the event that
the Company, in its sole discretion should elect
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Attest:
Manager
not to refund either the Series 1982 or the Series
1984 Bonds.
Approved and adopted this 24th day of October, 1988.
Mayor
L•�
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
I, the undersigned, being the duly qualified and acting
City Clerk of the City of Plymouth, Minnesota, DO HEREBY CERTIFY
that:
I have compared the annexed extract of the minutes of
the meeting of the City Council of the City of Plymouth,
Minnesota (the "Council"), including the resolution contained
therein, held on the 24th day of October, 1988, with the original
thereof on file in my office, and that the same is a true and
correct copy of the proceedings of the Council and of such
resolution set forth therein and of the whole of the original
thereof insofar as the same relates to the subject matters
therein referred to.
The Indenture, the Loan Agreement, Bond Purchase
Agreement and the Letter of Credit, respectively, contained in
the transcript of proceedings with respect to the Series 1988
Bonds, are each in substantially the form presented to and
approved by said meeting.
I FURTHER CERTIFY that (i) all members of the Council
had due notice of such meeting, (ii) pursuant to M.S., 471.705
and the Charter of the City of Plymouth, Minnesota, such meeting
was open to the general public and notice of the time• and place
of such meeting was duly given in accordance with M.S., 471.705
and the Charter of the City of Plymouth, Minnesota, (iii) such
meeting was in all respects duly held, (iv) there was a quorum
present throughout, and (v) such resolution has not been altered,
amended or repealed but is in full force and effect on the date
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the City of Plymouth, Minnesota, on this 1st
day of November, 1988.
(SEAL)
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