HomeMy WebLinkAboutCity Council Resolution 1988-737RESOLUTION NO. 88-737
A RESOLUTION PROVIDING FOR THE AMENDMENT OF THE
LOAN AGREEMENT AND TRUST INDENTURE OF THE CITY
OF PLYMOUTH INDUSTRIAL REVENUE BONDS (BANNER
ENGINEERING CORP. PROJECT) SERIES 1984, PURSUANT
TO CHAPTER 469, MINNESOTA STATUTES
Adopted October 24, 1988
This Resolution was drafed by:
Bruce A. Bonjour
Lindquist i Vennum
4200 IDS Center
Minneapolis, NN 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 7:30 o'clock, at Plymouth
City 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 vasilinil introduced and read the
resolution attached hereto, designated as follows, and moved its
adoption:
RESOLUTION NO. 88-737
A RESOLUTION PROVIDING FOR THE AMENDMENT OF THE
LOAN AGREEMENT AND TRUST INDENTURE OF THE CITY
OF PLYMOUTH INDUSTRIAL REVENUE BONDS (BANNER
ENGINEERING CORP. PROJECT) SERIES 1984, PURSUANT
TO CHAPTER 469, MINNESOTA STATUTES
The motion for the adoption of the attached
resolution was duly seconded by councilmember Zitur
and upon vote being taken, the following councilmembers voted:
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.
A RESOLUTION PROVIDING FOR THE
AMENDMENT OF THE LOAN AGREEMENT AND
TRUST INDENTURE OF
CITY OF PLYMOUTH
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(BANNER ENGINEERING CORP. PROJECT)
SERIES 1984,
PURSUANT TO CHAPTER 469, MINNESOTA STATUTES
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 469, Minnesota
Statutes, as amended (the "Act"), authorized to issue and sell
its revenue bonds for the purpose of financing the costs of
authorized projects and to enter into contracts necessary or
convenient in the exercise of the powers granted by the Act.
2. Amendments to series 1984 Industrial Development
Revenue bond Documents.
In connection with the City's issuance of $2,500,000 in
aggregate principal amount of its Industrial Development Revenue
Bonds (Banner Engineering Corp. Project), Series 1984 (the
"Series 1984 Bonds"), the following documents were executed:
(i) Loan Agreement dated as of November 1, 1984 between
the City and Banner Engineering Corp., a Minnesota corporation
(the "Borrower") (the "1984 Loan Agreement"), whereby the City
loaned the proceeds from the sale of the Series 1984 Bonds to the
Borrower to enable the Borrower to complete 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 Tenth Avenue North, in the City,
for use as a manufacturing facility, and to provide for such site
improvements as was necessary (the "1984 Project"), and to
provide for the full and prompt payment of the principal,
premium, if any, and interest on the Series 1984 Bonds;
(ii) Trust Indenture dated as of November 1, 1984 between
the City and Norwest Bank Minnesota, National Association (f/k/a
Norwest Bank Minneapolis, National Association), as "Trustee"
(the "1984 Trust Indenture"), whereby the revenues derived from
the Loan Agreement were pledged as security for the Series 1984
Bonds, and which included certain other covenants and agreements
relating thereto;
(iii) Irrevocable Standby Letter of Credit dated November
1, 1984, issued by Norwest Bank Ninnenota, National Association
(f/k/a Norwemt Bank Minneapolis, National Association) (the
"Bank") and delivered to the Trustee (the 01984 Letter of
Credit"), which provided for payment by the Hank to the Trustee
of the sum needed for payment of principal, interest and any
premium payable upon mandatory redemption of the Series 1984
Bonds (this document not executed by the City);
(iv) Standby Letter of Credit and Reimbursement Agreement
dated as of November 1, 1984, between the Borrower and the Hank
(the "1984 Reimbursement Agreement"), whereby the Borrower agreed
to reimburse the Bank for amounts drawn under the Letter of
Credit and made certain covenants (this document not executed by
the City).
3. Amendment of the 1984 Loan Agreement and the 1984
Trust Indenture.
(a) Pursuant to the terms of the 1984 Loan Agreement and
the 1984 Trust Indenture (collectively the "Agreements"), for
purposes of exercising its prepayment option, the Borrower was
precluded from causing the funding thereof through drawn upon the
1984 Letter of Credit.
(b) pursuant to a notice properly delivered to the City
in ac=cordance with the terms of the Agreements, the Borrower has
elected to redeem the Series 1984 Bonds on the redemption date of
November 1, 1988. In connection with the aforementioned notice,
the Borrower has depositod with the Trustee a sum equal to the
premium payable for the redemption of the Series 1984 Bonds.
(c) In lieu of requiring the Borrower to deposit the full
redemption price and accrued interest to the redemption date for
the series 1904 Bonds, the City, the borrower and the Trustee
have agreed to amend the Agreements to allow draws upon the 1984
Letter of Credit in an amount equal to the redemption price,
plus accrued interest to the redemption date, for redemption of
the Series 1984 Ronda, and the Bank has consented to such
amendments to such Agreements.
4. Authorisation of Asendmen,al Documents erge nted.
This Council proposes that the City amend the 1984 Loan
Agreement and the 1984 Trust Indenture in substantially the forms
hereinafter set forth. Forms of the following documents relating
to amending the Agreements (collectively, the "Amended
Agreoments") have been submitted to the City Council and are now
on file in the office of the City Clerk;
(a) "First Amendment to Loan Agreement Dated November 1,
1984", between the City and the Borrower, whereby the city agrees
to allow the drawing upon the 1984 Letter of Credit to fund the
redemption price, plus accrued interest to the redemption date,
for the redemption of the Series 1984 Bonds on November 1, 1988
or on any succeeding optional redemption date;
(b) "First Supplement to Trust Indenture Dated November
1, 1984", between the City and Norwest Bank Minnesota, National
Association, as Trustee, whereby the City agrees to allow the
drawing upon the 1984 Letter of Credit to fund the redemption
price, plus accrued interest, for the redemption of the Series
1984 Bonds on November 1, 1988 or on any succeeding optional
redemption date.
5. Findings. It is hereby found, determined and
declared that:
(a) the execution and delivery of the Amended
Agreements described in paragraph 4 above is
authorized by the terms and provisions of the
respective Agreements;
(b) the execution and delivery of the Amended
Agreements is in the best interests of the
community;
(c) the execution .and delivery of the Amended
Agreements and the performance of all covenants
and agreements of the City contained in those
Amended Agreements, in the Agreements and in all
other agreements relating to the issuance and
sale of the Series 1964 Bonds, and of all other
acts and things required under the Constitution
and laws of the State of Minnesota to make the
aforementioned Agreements and Amended Agreements
valid and binding obligations of the City in
accordance with their terms, are authorized by
the Act.
6. BQproval and Execution of Documents. The forms of
the First Amendment to Loan Agreement dated November 1, 1984 and
the First Supplement to Trust Indenture dated November 1, 1984
referred to in paragraph 4 are hereby approved. The Amended
Agreements shall be executed in the name and on behalf of the
City by the Mayor and the City Manager or other appropriate City
officials to execute documents on their behalf, in substantially
the form on file, though with all such changes therein 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.
7. Certificates. Etc. The Mayor, City Manager, City
Clerk and other officers of the City are authorized and directed
to prepare and furnish certified copies of all proceedings and
records of the City relating to the 1984 Series Bonds and such
other affidavits 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 of
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.
S. Authorization. In accordance with the Act, the
Mayor, the City Clerk and such other officers and representatives
of the City as may from time to time be designated are hereby
authorized and directed to initiate the preparation of the
proposed First Amendment to Loan Agreement dated November 1, 1984
and the First Supplement to Indenture of Trust dated November 1,
1984, and such other documents as may be necessary or
appropriate, so that, when and if the proposed Amended Agreements
are approved, such agreements shall be executed by the Mayor and
City Manager and the redemption of the Series 1984 Bonds may be
undertaken on the proposed respective redemption dates.
9. Authorization. The City Clerk is authorized and
directed to deliver a certified copy of this Resolution to the
appropriate official for the County of Hennepin, together with
such other information as such official may require, and obtain
such certificates as may required by the Act.
10. Reimbursement Pursuant to Refunding. The Borrower
has advised the City that it proposes to reimburse the Bank for
the draw upon the 1984 Letter of Credit by the issuance of
refunding revenue bonds in an approximate amount of $2,750,000.
Such refunding revenue bonds are to be issued on or about
November 1, 1988 pursuant to documents to be prepared by bond
counsel and submitted to this City Council for its prior
approval.
il. Public Hearing. Prior to the adoption of this
Resolution, this City Council conducted a public hearing on the
issuance of refunding revenue bonds for Banner Engineering and
full and complete opportunity was provided for public comment
thereon. Prior to such hearing a notice substantially in the
form of the attached Exhibit A was published in a newspaper of
general circulation within the City 12 days prior to such hearing
date.
12. PreliminaryApproval. Based upon the information
made available to the City Council, and only after full and
complete opportunity has beengiven to members of the public to
comment on the issuance of refgAding bonds or the Project, this
Council hereby declares its preliminary approval of the issuance
4
of such refunding revenue bonds and authorizes the Borrower to
proceed with the necessary arrangements preliminary to the
submission to this Council of a bond purchase agreement,
indenture of trust, loan agreement and related documents therefor
so that when and if such documents are presented to and approved
by this Council, the refunding revenue bonds may be issued and
sold.
Attest
Approved
5
Mayor
EXHIBIT A
NOTICE
OF PUBLIC HEARING ON
REFINANCING INDUSTRIAL
DEVELOPMENT PROJECTS ON
BEHALF OF BANNER
ENGINEERING CORP.
NOTICE IS HEREBY GIVEN that a public hearing shall be
conducted by the City Council of the City of Plymouth, Minnesota
on the issuance of approximately $2,750,000 of refunding
industrial development bonds to refinance two industrial
development projects undertaken and financed pursuant to
Minnesota Statutes, Chapter 474 (now Chapter 469), by the City
and Banner Engineering Corp., a Minnesota corporation (the
"Company"). The hearing will be held at the City Center in said
City on October 24, 1988, at 7:30 o'clock p.m.. The projects
consist generally of additions to and expansion of the Company's
existing manufacturing facility. The projects are located at
9714 10th Ave., Plymouth, Minnesota. The projects are owned and
operated by Banner Engineering Corp. At said time and place the
City Council shall give all parties who appear an opportunity to
express their views with respect to the proposal to undertake and
finance the projects. A draft copy of the proposed refunding
bond documents shall be available for public inspection,
following publication of this notice, in the office of the City
Clerk, Monday through Friday, except legal holidays, from 9:30
o'clock a.m. to 4:30 o'clock p.m. to and including the date of
hearing.
BY ORDER OF THE CITY COUNCIL
City Clerk