HomeMy WebLinkAboutCity Council Resolution 1983-0027 ��., t Y �'' t k - 4 L L : 3 s. -..Y { r;- ,f ::: ,' J 7. j4•
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pursunt to due call and notice thereof, a._ Meeting of the City Council
of the City of Plymouth, Minnesota, was he n ems_ day of 1,.,,,,r4c
19-11. The following members were present: MaY r navpnpnrt. rnllnrilmwnharC
Mon Neils S h
The --following mem ers were absent:_ nnne
Councilmember Moen introduced the following Resolution and moved its
adoption:
RESOLUTION NO. 83 - 2
RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVEL-
OPMENT ACT AND THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS TO FINANCE
THE PROJECT. (WILDMAN/SCOVILLE PRESS PROJECT)
BE IT RESOLVED by the Council of the City of Plymouth, Minnesota, as follows:
1. The Council has received a proposal form Donald C. Wildman (the "Company")
that the City undertake to partially finance a certain Project as herein described,
pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474,
Minnesota Statutes (the "Act"), through issuance by the City of its $3,600,000
Industrial Development Revenue Bonds, Series 1983 (Wildman/Scoville Press Project)
(the "Bonds"), and in accordance with a Bond Purchase Agreement (the "Purchase
Agreement") between the City, the Company and Juran & Moody, Inc. (the "Bond
Purchaser")
2. The Company desires to construct an approximately 80,000 square foot
building and related improvements and equipment suitable for (hereinafter referred
10 to as the "Project"). The Project as described above will provide employment to
35 additional persons and will otherwise further the policies and purposes of the
Act and the findings made in the preliminary resolution adopted by this Council on
November 15, 1982 with respect to the Project are hereby ratified, affirmed and
approved.
3. It is proposed that pursuant to a Loan Agreement dated January 1, 1983,
between the City as Lender and the Company as Borrower (the "Loan Agreement"),
the City loan the proceeds of the Bonds to the Company to finance the cost of the
Project. The basic payments to be made by the Company under the Loan Agreement are
fixed so as to produce revenue sufficient to pay the principal of, premium, if any,
and interest on the Bonds when due. It is further proposed that the City assign its
rights to the basic payments and certain other rights under the Loan Agreement to
First Trust Company of Saint Paul, in St. Paul, Minnesota (the "Trustee") as security
for payment of the Bonds under an Indenture of Trust dated January 1, 1983 (the
"Indenture") and that the Company grant a mortgage and security interest in and an
Assignment of Leases and Rents with respect to the Project to the Trustee pursuant
to a Statutory Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Financing dated January 1, 1983 (the "Mortgage"). In addition Nina W.
Wildman and Scoville Press, Inc. have executed a Guaranty Agreement dated as of
Jamuary 1, 1989 in favor of the Trustee (the "Guaranty"). To further secure the
payment of the Bonds and 291 days' interest theron The First National Bank of
Saint Paul, in St. Paul, Minnesota (the "Bank") has issued its Irrevocable Letter
of Credit dated as of January 1, 1983 (the "Letter of Credit") and the Company and
the Bank have entered into a Letter of Credit Reimbursement Agreement dated as of
January 1, 1983 (the "Reimbursement Agreement").
Res:_No�
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4. This Council by action taken on November 15, 1982 gave preliminary approval
to the ro osal and on December 3 1482 the Commissioner of Ener Plannin d
Development of the State of Minnesota gave approval to the Project as tendingato
further the purposes and policies of the Act.
5. Pursuant to the preliminary approval of the Council, forms of the following
documents have been submitted to the Council for approval:
(a) The Loan Agreement.
(b) The Indenture.
(c) The Mortgage (not executed by the City).
(d) The Guaranty (not executed by the City).
MThe Letter of Credit (not executed by the City).
The Reimbursement Agreement (not executed by the City).
(g) The Purchase Agreement.
(h) The Preliminary Official Statement dated December 23, 1982
6. It is hereby found, determined and declared that:
(a) the Project described in the Loan Agreement and Indenture referred
to above constitutes a Project authorized by the Act;
(b) the purpose of the Project is and the effect thereof will be to
promote the public welfare by the acquisition, construction and
equipping of a facility for use as an office/warehouse production
facility;
(c) the Project is to be located within the City limits, at a site
which is easily accessible to employees residing within the City and
the surrounding communities;
(d) the acquisition, construction and installation of the Project, the
issuance and sale of the Bonds, the execution and delivery by the City
of the Loan Agreement, and the Indenture, and the performance of all
covenants and agreements of the City contained in the Loan Agreement and
Indenture and of all other acts and things required under the constitution
and laws of the State of Minnesota to make the Loan Agreement, Indenture
and Bonds valid and binding obligations of the City in accordance with
their terms, are authorized by the Act;
(e) it is desirable that the Company be authorized, in accordance with
the provisions of Section 474.03 of the Act and subject to the terms
and conditions set forth in the Loan Agreement, which terms and conditions
the City determines to be necessary, desirable and proper, to complete
the acquisition and installation of the Project by such means as shall
be available to the Company and in the manner determined by the Company,
and required for the acquisition and installation of municipal facilities;
(f) it is desirable that the Bonds b.: issued by the City upon the terms
set forth in the Indenture;
(g) the basic payments under the Loao Agreement are fixed to produce
revenue sufficient to provide for the prompt payment of principal of,
Page 3
Res. No. 83 - 2
premiun, if any, and interest on the Bonds issued under the Indenture
when due, and the Loan Agreement, Mortage and Indenture also provide
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
Premises and payable during the term of the Mortgage, Loan Agreement
and Indenture;
(h) under the provisions of Minnesota Statutes, Section 474.10, and
as provided in the Loan Agreement and Indenture, the Bonds are rot to
be payable from or --harged upon any funds other than the revenue pledged
to the payment thereof; the City is not subject to any liability
thereon; no holder of any Bonds shall ever have the right to compel
any exercise by the City of its taxing powers to pay any of the Bonds
or the interest or premium thereon, or to enforce payment thereof
against any property of the City except the interest of the City in the
Loan Agreement which has been assigned to the Trustee under the Indenture;
the Bonds shall not constitute a charge, lien or encumbrance, legal or
equitable upon any property of the City except the interest of the City
in the Loan Agreement which have been assigned to the Trustee under the
Indenture; the Bonds shall recite that the Bonds are issued without moral
obligation on the part of the state or its political subdivisions, and
that the Bonds, including interest thereon, are payable solely from the
revenues pledged to the payment thereof; and, the Bonds shall not consitute
a debt of the City within the meaning of any constitutional or statutory
limitation.
• 7. Subject to the approval of the City attorney, the forms of the Loan Agree-
ment, the Purchase Agreement and Indenture and exhibits thereto and all other docu-
ments described in paragraph 4 hereof are approved substantially in the form sub-
mitted. The Loan Agreement, Purchase Agreement and Indenture, in substantially the
form submitted and any other documents and -,ertificates necessary to the transaction
described above shall be executed by the appropriate City officers. Copies of all
of the documents necessary to the transaction herein described shall be delivered,
filed and recorded as provided herein and in said Loan Agreement and Indenture are
directed to be executed in the name and on behalf of the City by the Mayor and the
City Manager.
8. The City shall proceed forthwith to issue its Bonds, in the form and upon
the terms set forth in the Indenture. The offer of the Bond Purchaser to purchase
the Bonds for $3, 501,000 plus accrued interest to the date of delivery at the
interest rate or rates specified in the Indenture is hereby accepted. The Mayor
and City Manager are authorized and directed to prepare and execute the Bonds as
prescribed in the Indenture and to deliver them to the Trustee for authentication
and delivery to the Bond Purchaser.
9. The Mayor and City Manager and other officers of the City are authorized
and directed to prepare and furnish to the Bond Purchaser certified copies of all
proceedings and records of the City relating to the bonds, and such other affi-
davits and certificates as may be required to show the facts relating to the
legality of the Bonds as such facts appear from the books and records in the
. officers' custody and control or as otherwise known to them; and all such certi-
fied copies, certificates and affidavits, including any heretofore furnished,
Res No. 83 - 2
shall onstitute representations of the City as to the truth of all statements
containel therein.
10. The approval hereby given to the various documents referred to above
included approval of such additional details therein as may be necessary and
appropriate and such modifications thereof, deletions therefrom and additions there-
to as may be necessary and appropriate and approved by the City Attorney prior to
the execution of the documents. The execution of any instrument by the appropriate
officer or officers of the City herein authorized shall be conclusive evidence of
the approval of such documents in accordance with the terms hereof. In the absence
of the Mayor or Manager, any of the documents authorized by this resolution to be
executed may be executed by the Acting Mayor or the City Manager, respectively.
Passed: January 10, 1982
Mayor
Attest
City Manager
(SEAL)
The motion for the adoption of the foregoing Resolution was duly seconded
by rnlincilmomheg Threinen , and upon vote being taken thereon, the
following voted in favor ereo Mayor Davenport, Councilmembers Meon,
Nailh. S�hneider and T�hre_inen
e�oll ngva—te�a�su►st or abstained:
whereupon the Resolution was declared duly pass pt
I, the undersigned, being the duly quialified and acting clerk of the
City Council of the City of Plymouth, Minnesota, DO HEREBY CERTIFY that I
have compared the attached and foregoing extract of minutes with the original
thereof on file in my office, and that the same is a full, true and complete
transcript of the minutes of a meeting of the City Council of said City duly
called and held on the date therein indicated, insofar as such minutes relate
to the authorization of the issuance of the $3,6000,000 Industrial Develop-
ment Revenue Bonds, Series 1982 (Wildman/Scoville Press Project).
WITNESS my hand and the seal of said City this day of
January, 1983.
City Manager
(SEAL)