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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: i 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. ii 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 5 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) 7