HomeMy WebLinkAboutCity Council Resolution 1993-284RESOLUTION NO. 93-284
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLYMOUTH,
MINNESOTA (THE "CITY") AUTHORIZING THE ISSUANCE, SALE AND
DELIVERY OF THE CITY'S INDUSTRIAL DEVELOPMENT REFUNDING
REVENUE BONDS (BANNER ENGINEERING CORP. PROJECT) SERIES
1993A AND SERIES 1993B (THE "BONDS"), WHICH BONDS AND THE
INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY
FROM REVENUES PLEDGED THERETO; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND
PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE
OWNERS OF SAID BONDS
WHEREAS, the City of Plymouth, Minnesota (the "City") is a
home rule charter city duly organized and existing under the
Constitution and laws of the State of Minnesota; and
WHEREAS, pursuant to the Constitution and laws of the State of
Minnesota, particularly Minnesota Statutes, Sections 469.152 to
469.165, as amended (the "Act"), the City is authorized to carry
out the public purposes described therein and contemplated thereby
by issuing its revenue bonds to finance the cost of the
acquisition, renovation, construction, improving and equipping of
certain revenue producing facilities to be located within its
corporate boundaries or to refund those revenue bonds previously
issued for such purposes, and is authorized to enter into revenue
agreements made in connection therewith and pledge those agreements
as security for the payment of the principal of and interest on any
such revenue bonds; and
WHEREAS, the Company has requested the City to issue its
Industrial Development Refunding Revenue Bonds (Banner Engineering
Corp. Project) Series 1993A and Series 1993E in the aggregate
principal amount not to exceed $2,750,000 to provide funds to
refinance the outstanding principal amount of the City's $2,750,000
Variable Rate Demand Industrial Development Revenue Refunding Bonds
(Banner Engineering Corp. Project) Series 1988A and 1988B (the
"Prior Bonds"); and
WHEREAS, the City loaned the proceeds of the Prior Bonds to
Banner Engineering Corp., a Minnesota corporation (the "Company")
for the purpose of refunding the outstanding principal amount of
the City's $1,000,000 Industrial Development Revenue Bonds (Banner
Engineering Corp. Project) Series 1982 and the $2,500,000
Industrial Development Revenue Bonds (Banner Engineering Corp.
Proje,:t) Series 1984 (collectively, the "Original Bonds"), which
Original Bonds were initially issued to pay costs of certain
manufacturing facilities for the Company within the corporate
boundaries of the City (the "Project"); and
WHEREAS, the City conducted a public hearing with respect to
the Bonds on May 17, 1993 after publi,—tion of notice in the
Plymouth Sun Sailor at least fourteen days prior to the date of the
hearing; and
•
Resolution No. 93-254
WHEREAS, the loan for the Bonds will be made pursuant to the
terms of a Loan Agreement dated as of July 1, 1993 (the "Loan
Agreement" between the City and the Company; and
WHEREAS, the Bonds will be issued under a Trust Indenture
dated as of July 1, 1993 (the "Indenture") between the City and
First Trust National Association (the "Trustee") , and are to be
secured by a letter of credit issued by First Bank National
Association, or any substitute letter of credit delivered in
accordance with the terms of the Indenture (collectively, the
"Letter of Credit"), and a pledge and assignment of certain other
revenues, all in accordance with the terms of the Indenture, and
said Bonds and the interest on said Bonds shall be payable solely
from the revenues pledged therefor and the Bonds shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation or constitute or give rise
to a pecuniary liability of the City or a charge against its
general credit or taxing powers and shall not constitute a charge,
lien, or encumbrance, legal or equitable, upon any property of the
City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PLYMOUTH, MINNESOTA, AS FOLLOWS:
1. The City acknowledges, finds, determines, and declares
that the refinancing of the Prior Bonds furthers the purposes of
the Act.
2. For the purposes set forth above, there is hereby
authorized the issuance, sale and delivery of the Series 1993A
Bonds in a principal amount not to exceed $2,250,000 and the Series
1993B Bonds in a principal amount not to exceed $500,000. Each
series of Bonds shall be numbered, shall be dated, shall bear
interest at a rate or rates of interest not to exceed seven percent
(7%) per annum to be approved, confirmed and certified by the
Mayor, shall mature, shall be subject to redemption prior to
maturity, shall be in such form, and shall have such other details
and provisions as are prescribed in the Indenture in the form now
on file with the City.
3. The Bonds shall be special obligations of the City
payable solely from the revenues provided pursuant to the Loan
Agreement, the Letter of Credit, and other funds pledged pursuant
to the Indenture. The City Council of the City hereby authorizes
and directs the Mayor and the City Manager of the City (together,
the "Officials") to execute and deliver the Indenture by and
between the City and the Trustee and hereby authorizes and directs
the execution of the Bonds in accordance with the Indenture, and
hereby provides that the Indenture shall provide the terms and
conditions, covenants, rights, obligations, duties and agreements
of the Bondowners, the City and the Trustee as set forth therein.
-2-
Resolution No. 93-284
All of the provisions of the Indenture, when executed as
authorized herein, shall be in full force and effect from the date
of execution and delivery thereof. The Indenture shall be
substantially in the form on file with the Citi, with such
necessary and appropriate variations, omissions and insertions as
do not materially change the substance thereof, or as the Mayor and
the City Manager, in their discretion, shall determine, and the
execution thereof by the Mayor and the City Manager shall be
conclusive evidence of such determination.
4. The Officials are hereby authorized and directed to
execute and deliver the Loan Agreement, the Placement Agent
Agreement by and among FBS Investment Services, Inc. (the
"Placement Agent"), the Company and the City (the "Placement Agent
Agreement"), the Remarketing Agreement by and among the City, the
Placement Agent, the Company and the Trustee (the "Remarketing
Agreement") and the Letter of Credit Custodial Agreement by and
among the City, the Company, the Trustee and NationsBank of
Virginia, N.A. (the "Letter of Credit Custodial Agreement"). All
of the provisions of the Loan Agreement, the Placement Agent
Agreement, the Remarketing Agreement and the Letter of Credit
Custodial Agreement, when executed and delivered as authorized
herein, shall be in full force and effect from the date of
execution and delivery thereof. The Loan Agreement, the Placement
Agent Agreement, the Remarketing Agreement and the Letter of Credit
Custodial Agreement shall be substantially in the forms on file
with the City, with such omissions and insertions as do not
materially change the substance thereof, or as the Mayor and the
City Manager, in their discretion, shall determine, and the
execution thereof by the Mayor and/or City Manager shall be
conclusive evidence of such determination.
5. The Bonds shall be revenue obligations of the City the
proceeds of which shall be disbursed pursuant to the Indenture and
the Loan Agreement, and the principal of, premium and interest on
the Bonds shall be payable solely from the proceeds of the Bonds,
the Loan Agreement and the Letter of Credit.
6. The Trustee is hereby appointed as Paying Agent and Bond
Registrar for the Bonds.
7. The Officials are hereby authorized to execute and
deliver, on behalf of the City, such other documents as are
necessary or appropriate in connection with the issuance, sale, and
delivery of the Bonds, including an arbitrage certificate, and all
other documents and certificates as shall be necessary and
appropriate in connection with the issuance, sale and delivery of
the Bonds.
8. The City has not participated in the preparation of the
Placement Memorandum relating to the Bonds (the "Placement
-3-
Resolution No. 93-284
•
Memorandum") and has made no independent investigation with respect
to the information contained therein, including any appendices
thereto, and the City assumes no responsibility for the
sufficiency, accuracy or completeness of such information. Subject
to the foregoing, the City hereby consents to the distribution of
the Placement Memorandum by the Placement Agent in connection with
the placement of the Bonds.
9. All covenants, stipulations, obligations and agreements
of the City contained in this resolution and the aforementioned
documents shall be deemed to be the covenants, stipulations,
obligations and agreements of the City to the full extent
authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall be binding upon the
City. Except as otherwise provided in this resolution, all rights,
powers and privileges conferred and dutie and liabilities imposed
upon the City by the provisions of this resolution or the
aforementioned documents shall be exercised or performed by such
officers, board, body or agency thereof as may be required or
authorized by law to exercise such powers and to perform such
duties.
No covenant, stipulation, obligation or agreement herein
contained or contained in the aforementioned documents shall be
deemed to be a covenant, stipulation, obligation or agreement of
any member of the City Council of the City, or any officer, agent
or employee of the City in that person's individual capacity, and
neither the City Council of the City nor any officer or employee
executing the Bonds shall be liable personally on the Bonds or be
subject to any personal liability or accountability by reason of
the issuance thereof.
No provision, covenant or agreement contained in the
aforementioned documents, the Bonds or in any other document
related to the Bonds, and no obligation therein or herein imposed
upon the City or the breach thereof, shall constitute or give rise
to any pecuniary liability of the City or any charge upon its
general credit or taxing powers. In making the agreements,
provisions, covenants and representations set forth in such
documents, the City has not obligated itself to pay or remit any
funds or revenues, other than funds and revenues derived from the
Loan Agreement which are to be applied to the payment of the Bonds,
as provided therein and in the Indenture.
10. Except as herein otherwise expressly provided, nothing in
this resolution or in the aforementioned documents expressed or
implied, is intended or shall be construed to confer upon any
person or firm or corporation, other than the City or any owner of
the Bonds issued under the provisions of this resolution, any
right, remedy or claim, legal or equitable, under and by reason of
this resolution or any provision hereof, this resolution, the
-4-
Resolution No. 93-284
aforementioned documents and all of their provisions being intended
to be and being for the sole and exclusive benefit of the City and
any owners from time to time of the Bonds issued under the
provisions of this resolution.
11. In case any one or more of the provisions of this
resolution, or of the aforementioned documents, or of the Bonds
issued hereunder shall for any reason be held to be illegal or
invalid, such illegality or invalidity shall not affect any other
provision of this resolution, or of the aforementioned documents,
or of the Bonds but this resolution, the aforementioned documents,
and the Bonds shall be construed and endorsed as if such illegal or
invalid provision had not been contained therein.
12. The Bonds, when executed and delivered, shall contain a
recital that they are issued pursuant to the Act, and such recital
shall be conclusive evidence of the validity of the Bonds and the
regularity of the issuance thereof, and that all acts, conditions
and things required by the laws of the State of Minnesota relating
to the adoption of this resolution, to the issuance of the Bonds
and to the execution of the aforementioned documents to happen,
exist and be performed precedent to and in the enactment of this
resolution, and precedent to issuance of the Bonds and precedent to
the execution of the aforementioned documents have happened, exist
and have been performed as so required by law.
13. The officers of the City, attorneys, engineers and other
agents or employees of the City are hereby authorized to do all
acts and things required of them by or in connection with this
resolution, the aforementioned documents, and the Bonds for the
full, punctual and complete performance of all the terms, covenants
and agreements contained in the Bonds, the aforementioned documents
and this resolution. In the event that for any reason the Mayor or
City Manager of the City is unable to carry out the execution and
delivery of any of the documents or other acts provided herein, any
member of the City Council of the City shall be authorized to act
in his capacity and undertake such execution or acts on behalf of
the City with full force and effect, which executions or acts shall
be valid and binding on the City.
Adopted: May 17, 1993
ATTEST:
City M ager
-5-
Mayor -