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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