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HomeMy WebLinkAboutCity Council Resolution 1983-0027 ��., t Y �'' t k - 4 L L : 3 s. -..Y { r;- ,f ::: ,' J 7. j4• C!, ........ ''PL1tMD1lTH 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� az 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)