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HomeMy WebLinkAbout01.06.86 Council Packet AGENDA COUNCIL MEETING ORGANIZATIONAL JANUARY 6, 1986 1. CALL TO ORDER 2. APPROVE AGENDA 3. APPROVE MINUTES a. December 16, 1985 4. CITIZENS COMMENTS a. Commendation - Dan Churchill 5. PUBLIC HEARINGS a. 7:15 P.M. - Consider Vacating Alley in Block 32, Town of Farmington b. 7:30 P.M. - Consider Vacating the West 5' of 5th Street between Willow and Pine and Pine Street between 4th and 5th Streets 6. PETITIONS, REQUESTS AND COMMUNICATIONS 7. ORDINANCES AND RESOLUTIONS a. Adopt Ordinance Amending 4-1-4 and 4-1-5 of the City Code 8. UNFINISHED BUSINESS a. Discuss Drainage Plan for Southeast Farmington b. Downtown Snow Removal from Sidewalks c. Update - Gas Tanks at 201 4th Street 9. NEW BUSINESS a. Approve Agreement with Marigold and Mid America Dairymen Relating to 1980 IDR 10. MISCELLANEOUS a. Appoint Assistant General Services Superintendent Position and Set Salary b. Annual Organizational Matters 1. Designate Acting Mayor 2. Designate Official Newspaper 3. Selection of Official Depositories 4. Review of By Laws 5. Approve Bonds of 1986 6. Designate Process Servers 7. Adopt Resolution Establishing Fees and Charges 8. Discuss Commission and Board Appointments c. 1986 Police Officers Labor Agreement 11. CONSENT AGENDA a. Approve Request to attend School - John Manke b. Approve Payment of the Bills 12. ADJOURN 13. ADD ON a. Set Public Hearing for Dakota County Estates Final Plat and PUD THE AGENDA IS CLOSED OUT AT NOON ON THE TUESDAY PRECEDING THE MEETING. MEMO TO: MAYOR AND COUNCIL SUBJECT: AGENDA ITEMS - JANUARY 6, 1986 DATE: JANUARY 3, 1986 5a & b. Information sent previously. I will have a map available at the meeting. 7a. Memo/ordinance enclosed. 8a. As per Glenn Cook's request. The Council should determine at this time if the storm sewer is to run to the north or east so the master drainage plan can be completed. b. Memo enclosed. c. Memo enclosed. 9a. Memo enclosed. 10a. Memo enclosed. b. Required action enclosed. c. Enclosed is a copy of a letter from Jerry Wacker to the Business Agent and my response. Please note that new issues have been added for consideration. I will present my recommendation at the Council meeting. lla. Request enclosed. b. Copy enclosed. 13a. Memo enclosed. Larry ompson City Administrator LT/mh • AGENDA REQUEST FORM ITEM N0. (} NAME: Larry Thompson I�! Alr) hyir QsArrtio -f Administration '" DEPARTMENT: G''� ;# DATE: December 20, 1985 ' /1Afrbe .14 YG MEETING DATE: January 6, 1986 CATEGORY: New Business SUBJECT: Approve Agreement with Marigold and Mid America Dairymen Relating to 1980 IDR EXPLANATION: Approve agreement transferring IDR's from Mid America to Marigold REFERENCE MATERIALS/RESPONSIBILITY: Request/Explanation - Larry Thompson 4 REFERRED TO: (NAME) DEPARTMENT: Larry Thompson Administration G.M. Gorgos Attorney Wayne Henneke Finance SI AUR (17:1171 °- MEMO TO: MAYOR AND COUNCIL SUBJECT: TRANSFER OF IDR'S FROM MID AMERICA TO MARIGOLD FOODS DATE: JANUARY 3, 1986 On September 1, 1980 the City Council authorized the sale of $265,000 Industrial Development Revenue Bonds (IDR's) on behalf of Mid America Dairymen, Inc. As you are aware, Mid America is in the process of selling the Farmington facility to Marigold Foods, and has submitted an agree- ment which would transfer the IDR's to Marigold Foods. The City Attorney is presently reviewing the agreement. It is recommended that the Council approve the agreement contingent upon the City Attorney's approval to form and content. egiX Larry Thompson City Administrator LT/mh cc: G.M. Gorgos file GAGE 8c TUCKER 2345 GRAND AVENUE POST OFFICE BOX 23428 KANSAS CITY, MISSOURI 64141 (816) 474-6460 7733 FORSYTH BOULEVARD CABLE:GAGELAW TELEX:4-2330(w U) 2120 L STREET, N.W. ST.LOUIS, MISSOURI 63105 40 CORPORATE WOODS WASHINGTON, D.C.20037 (314) 863-6363 OVERLAND PARK, KS 66210 (202) 833-1420 (913) 451-6022 December 13, 1985 James L. Reeves, Vice President and General Manager Northern Operations Mid-America Dairymen, Inc. 2424 Territorial Road St. Paul, Minnesota 55114 Dear Jim: Enclosed are six copies of the Agreement of Amendment, Waiver, Consent & Assumption. This is the document that enables Marigold to assume the industrial revenue bonds on the Farmington facility. You failed to sign one of the copies. Please do so. Gordon Bublitz said he would take care of getting the documents signed by the Mayor and the City Clerk. When it has been signed by the Mayor and the City Clerk, it should be returned to me. Very truly yours, d .kit---Th Wayn H. Hoecker Enclosures RESOLUTION NO. R4-86 RELATING TO THE 1980 MID AMERICA DAIRYMEN INC. INDUSTRIAL DEVELOPMENT REVENUE BONDS Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Farmington, Minnesota, was held in the Civic Center of said City on the 6th day of January, 1986 at 7:00 P.M. The following members were present: Akin, Kelly, Mayer, Orr, Sprute. The following members were absent: None. Member Sprute introduced and Member Kelly seconded the following resolution: WHEREAS, pursuant to Resolution R25-80, the City Council authorized the sale of $265,000 Industrial Development Revenue Bonds for improvements to the Mid America Dairymen, Inc facility in Farmington; and WHEREAS, Marigold Foods, Inc is presently in the process of purchasing said facility and has requested that it assume responsibility for said bonds. NOW THEREFORE, BE IT RESOLVED that the agreement of amendment, waiver, consent and assumption, a copy of which is on file in the office of the City Clerk, enabling Marigold, Inc to assume the 1980 $265,000 industrial revenue bonds on the Farmington facility is hereby approved. BE IT FURTHER RESOLVED that the Mayor and Clerk are hereby authorized and directed to sign said agreement. This resolution adopted by recorded vote of the Farmington City Council in open session on the 6th day of January, 1986. Patti.-11 e1/4": Mayor Attested to the L,1614-, day of , 1986. ler SEAL I ' 1 j AGREEMENT OF AMENDMENT WAIVER, CONSENT & ASSUMPTION mF1y 1 1986 This Agreement is made the as of the 1st day of December, 1985, among the City of Farmington, Minnesota (the "Issuer" ) , Commerce Bank of Kansas City, N.A. (the "Trustee" ) , Marigold Foods, Inc . , a Delaware corporation ( "Marigold" ) and Mid- America Dairymen, Inc. , a Kansas cooperative marketing association ( "Mid-Am" ) . WHEREAS, the Issuer has heretofore issued its 1980 Industrial Development Revenue Bonds (Mid-America Dairymen, Inc. Facility) in the aggregate principal amount of $265,000 (the "Bonds" ) , pursuant to a Trust Indenture, dated as of September 1, 1980, between the Issuer and the Trustee (the "Indenture" ) ; and WHEREAS, the proceeds of the Bonds were loaned by the • Issuer to Mid-Am pursuant to a Loan Agreement dated as of September 1, 1980, between the Issuer and Mid-Am (the "Loan • Agreement" ) for the purpose of financing the acquisition, construction and installation of a facility described in the Loan Agreement (the "Facility" ) , which Facility constituted an expansion and improvement to the Mid-Am dairy products manufacturing plant located in Farmington, Minnesota on the Land (as defined in the Loan Agreement) ; and WHEREAS, Mid-Am desires to sell and Marigold desires to acquire the Facility and the plant of which it is a part; and WHEREAS, Section 9 . 1(a) of the Loan Agreement contains a prohibition against the sale or transfer of the Facility or the Land; and WHEREAS, Section 12 . 5 of the Loan Agreement provides that the Issuer and Mid-Am may amend provisions of the Loan agreement provided that the Trustee and, if required by the Indenture, the holders of the requisite aggregate principal amount of the Bonds, consent thereto; and WHEREAS, Section 11 . 01 of the Indenture authorizes the Issuer to enter into and the Trustee to consent to any amendment of the Loan Agreement which in the sole judgment of the Trustee does not adversely affect the interest of the Trustee or the bondholders and said section of the Indenture further provides that such actions by the Issuer and the Trustee do not require the consent of or notice to any of the bondholders; and `r WHEREAS, the Trustee has concluded that the amendment to the Loan Agreement provided for herein will not adversely affect the interests of the Trustee or the bondholders; and WHEREAS, the Issuer is willing to enter into and the Trustee is willing to consent to the amendment to the Loan Agreement contained herein, provided that the terms and conditions contained herein and in said amendment are agreed and consented to and accepted by all parties hereto; NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto agree as follows: 1. The Issuer, the Trustee and Mid-Am agree that Section 9. 1(a) shall be amended by adding the following at the end thereof: "Notwithstanding the foregoing, the Company shall have the right to sell and transfer the Facility and the Land to Marigold, provided that (i) Marigold agrees in writing to assume all of the obligations of and restrictions on the Company under this Agreement, the Facility Note, the Mortgage and the Guaranty, (ii ) the obligations and liability of the Company under the Agreement, the Facility Note, the Mortgage and the Guaranty shall continue following said sale and transfer, until the principal of, premium, if any, and interest on the Bonds is paid in full or provision therefor is made in accordance with the Indenture, (iii) Koninklijke Wessanen N.V. , the indirect owner of all of the outstanding stock of Marigold, shall unconditionally guarantee the timely payment of principal of, premium, if any, and interest on the Bonds, and (iv) Bond Counsel delivers an opinion to the Trustee to the effect that this amendment to the Agreement will not adversely affect the tax exempt status of interest on the Bonds. " 2 . The Trustee consents to the foregoing amendment to Section 9. 1(a) of the Loan Agreement and declares that such amendment does not adversely affect the interests of the Trustee or the bondholders. 3 . The Issuer and the Trustee waive any and all defaults which would result under the Loan Agreement or under any other document in connection with the Bonds as a result of a sale and transfer of the Facility and the Land by Mid-Am to Marigold, provided that in connection with such sale and transfer all of the terms and conditions contained in the amendment set forth in Section 1 hereof are satisfied and complied with. -2- 1 I 4. Marigold hereby assumes, on a joint and several basis with Mid-Am, all of the obligations of and restrictions on the Company under the Loan Agreement, the Facility Note, the Mortgage and the Guaranty (the terms "Facility Note", "Mortgage" and "Guaranty" to have the same meanings herein as are attributed to them in the Loan Agreement) , including without limitation the restriction contained in the Loan Agreement upon any further sale or transfer of the Facility or the Land. Mid-Am agrees that it shall continue to be bound by all of the terms and provisions of and obligated under the Loan Agreement, the Facility Note, the Mortgage and the Guaranty, notwithstanding the sale and transfer of the Facility and the Land to Marigold. Following said sale and transfer, Mid-Am and Marigold shall be jointly and severally liable to pay and perform all of the obligations, liabilities, covenants and agreements of the Company in and under the Loan Agreement, the Facility Note, the Mortgage and the Guaranty. 5. The terms and provisions of the Loan agreement, as amended herein, the Facility Note, the Mortgage, the Guaranty and all other documents in connection with the Bonds shall continue in full force and effect from and after the date hereof and shall be the joint and several obligations of Marigold and Mid-Am. Agreements, consents and waivers provided for herein shall apply only to the contemplated sale and transfer of the Facility and Land to Marigold; no agreement, consent or waiver shall apply to any other transaction nor shall it apply to the contemplated sale and transfer unless such sale and transfer is consummated in accordance with the requirements of the amendment to Section 9. 1(a) of the Loan Agreement which is set for in Section 1 hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agreed and consented to and accepted all of the provisions hereof, all as of the date first above written. ,,YJ 1 l/1/, , CITY e , FARMI GTON, MINNESOTA ___.4 ' ���\��A,�l 1 B y \��'[SEAL 1 Mayor ' `A�►TTEST cio0001 vu ' 4�j y \Crk -3- t i COMMERCE BANK OF KANSAS CITY, N.A. By [SEAL] i(7, , V. ce President ATTEST: Assistant `Secy ry I i 3O MAR ' • 9 :!)ODS, By AA/ ,A.A.r. [SEAL ) ,t ,I AT/,wT , A Sgt- Secretary 401, MID-AME: A DAIRYMEN, Byi' [SEAL] Vice Presid-" ATT QST Assis ant Secretary -4- MEMO TO: MAYOR AND COUNCIL SUBJECT: TRANSFER OF IDR'S FROM MID AMERICA TO MARIGOLD FOODS DATE: JANUARY 3, 1986 On September 1, 1980 the City Council authorized the sale of $265,000 Industrial Development Revenue Bonds (IDR's) on behalf of Mid America Dairymen, Inc. As you are aware, Mid America is in the process of selling the Farmington facility to Marigold Foods, and has submitted an agree- ment which would transfer the IDR's to Marigold Foods. The City Attorney is presently reviewing the agreement. It is recommended that the Council approve the agreement contingent upon the City Attorney's approval to form and content. Larry Thompson City Administrator LT/mh cc: G.M. Gorgos file