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HomeMy WebLinkAboutCity Council Resolution 1988-761CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA RESOLUTION NO. 88-761 BOND RESOLUTION AUTHORIZING $3,600,000 CITY OF PLYMOUTH, MINNESOTA INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1988 (SCOVILLE PRESS, INC. REFUNDING PROJECT) WHEREAS, the City of Plymouth, Minnesota (the "Munici- pality"), is a municipal corporation organized and existing under and pursuant to the laws of the State of Minnesota and is autho- rized by Sections 469.152 to 469.165 of the Minnesota Statutes (the "Act"): (a) to issue industrial development revenue bonds to finance certain types of projects enumerated therein; and (b) to issue industrial development revenue ponds to refund bonds previously issued by the Municipality under authority of the Act; and (c) to enter into a revenue agreement with an eligible participant pursuant to which the eligible participant agrees to pay the Municipality an amount of funds sufficient to provide for the prompt payment when due of the principal of and interest on said industrial development revenue bonds; and RESOLUTION NO. 88-761 WHEREAS, on January 18, 1983 the Municipality issued $3,600,000 principal amount of its Industrial Development Revenue Bonds, Series 1983 (Wildman/Scoville Press Project) (the "Prior Bonds") to finance a project located in the Municipality (the "Project") on behalf of Scoville Press, Inc. and Donald C. Wildman; and WHEREAS, First Bank National Association (formerly, First Bank Saint Paul) (the "Bank") issued its irrevocable letter of credit to secure the Prior Bonds and has consented to the release of approximately $400,000 of cash (the "Escrow Fund") currently held by the Bank as security for its letter of credit and the Prior Bonds; and WHEREAS, Scoville Press, Inc. (the "Borrower"), has heretofore requested the Municipality to issue industrial develop- ment revenue bonds to refund the Prior Bonds upon the terms set forth in this Resolution (as herein described, the "Bonds"); and WHEREAS, on this date, a public hearing was held at the City Hall and conducted in a manner that provided a reasonable opportunity to be heard for persons with differing views on both issuance of revenue bonds and the location and nature of the facility to be refinanced with revenue bonds; and WHEREAS, notice of the public hearing, substantially in the form attached hereto as Exhibit A and incorporated herein, was published by one insertion in a newspaper of general circula- tion in the Municipality no less than 14 days before the scheduled date of the hearing; and WHEREAS, this body is an elected legislative body of the Municipality; and WHEREAZ-, in connection therewith the Borrower has presented the Municipality with proposed documentation for the Bonds, as follows: (a) a Bond Purchase Agreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Agreement"), to be entered into by and among the Municipality, the Borrower, and Blunt Ellis 6 Loewi Incorporated (the "Underwriter"), setting forth the terms and conditions on which the Municipality will sell and the Underwriter will purchase the Bonds; and (b) an Indenture of Trust, to be dated as of November 1, 1988 (the "Indenture"), to be entered into between the Municipality and the corporate trustee hereinafter designated (the -2- RESOLUTION NO. 88-761 "Trustee"), providing for the creation of the Bonds, the terms thereof and the security therefor; and (c) a Loan Agreement, to be dated as of November 1, 1988 (the "Loan Agreement"), to be entered into between the Municipality and the Borrower providing for a loan of the Bond proceeds to the Borrower on repayment terms scheduled to provide the Municipality with revenues suffi- cient to retire the Bonds in accordance with their terms; and (d) a Promissory Note, to be dated November 1, 1988 (the "Promissory Note"), to be issued by the Borrower payable to the order of the Municipality in the principal amount of $3,600,000 as evidence of the born^wing provided for in the Loan Agreement and to be assigned by the Municipality to the Trustee; and (e) a Preliminary Offering Circular and a proof copy of a Final Offering Circular (collec- tively, the "Offering Circular"), describing the Bonds; and (f) a Letter of Credit, to be dated the date of issuance of the Bonds (the "Letter of Credit") and to be issued by the Bank; and (g) an Escrow Deposit Agreement, dated as of November 1, 1988 (the "Escrow Deposit Agreement") by and among the Borrower, the Issuer and First Trust National Association, Saint Paul, Minnesota, as trustee for the Prior Bonds. WHEREAS, in accordance with the Act, this Resolution and the aforesaid instruments and documents, the Bonds and interest thereon shall never constitute an indebtedness of the Municipality within the meaning of any State constitutional provision or statutory limitation, shall not constitute or give rise to a pecuniary liability of the Municipality or a charge against its general credit or taxing powers, and shall not constitute or give rise to any personal liability of any member of this body or of any officers or employees of the Municipality on the Bonds or for any act or omission related to the authorization or issuance of the Bonds; and WHEREAS, it is in the public interest of the Municipality to encourage and promote the development of projects such as the Project in order to realize public benefits such as, but not -3- RESOLUTION NO. 88-761 limited to, the provision and retention of gainful employment opportunities for the citizens of the Municipality; the stimula- tion of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Municipality; and the preservation and enhancement of the Municipality's tax base; and WHEREAS, the development of the Project and the issuance of Bonds to refinance the Project as herein recited will, in the judgment of this body, serve the intended accomplishments of public purpose and in all respects conform to the provisions and require- ments of the Act; NOW, THEREFORE, BE IT RESOLVED: 1. Findings and Determinations. It has been found and determined and is hereby declared that the Loan Agreement meets the requirements of a "revenue agreement" under and for purposes of the Act; and 2. Authorization to Borrow and to Lend. The Munici- pality shall borrow, but only in the manner herein recited, the sum of $3,600,000 for the purpose of refunding the Prior Bonds. Said borrowing shall be accomplished through the sale of the Bonds issued pursuant to the Act. The Municipality shall lend the sum of $3,600,000 to the Borrower pursuant to the terms of the Loan Agreement, which borrowing shall be evidenced by the Promissory Note. 3. Designation, Denomination, Tenor and Maturity of Bonds Created for Issuance. The Bonds shall be issued in the principal amount of $3,600,000 and shall be designated: CITY OF PLYMOUTH, MINNESOTA INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1988 (SCOVILLE PRESS, INC. REFUNDING PROJECT) The Bonds shall mature in accordance with the schedule provided in the Indenture. The Bonds shall bear interest frim November 1, 1988 to November 1, 1998 at the rate specified ii, the Offering Circular. Thereafter, the Bonds shall bear interest as specified in the Indenture. Interest shall be payable quarterly on the first day of February, May, August and November in each calendar year until paid, commencing February 1, 1989. The Bonds shall be issuable as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Bonds and the interest thereon shall be transferable by and shall be payable to the registered owners thereof in the manner and with the effect provided in the Indenture. The principal of, premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America at the principal -4- RESOLUTION NO. H-761 corporate trust office of the Trustee, as paying agent, or the office of any successor or additional paying agent designated by the Municipality and approved by the Borrower. The Bonds shall specify, as their original issue date, November 1, 1988. Each Bond shall be dated, as its registration date, the date of its authentication. The Bonds shall be issued in the form therefor as set forth in the Indenture, with such insertions therein as shall be necessary to comply with the terms of this Resolution and with such corrections therein, if any, as the approving bond attorney may require for conformity with the terms of this Resolution, the Indenture and the Act. 4. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Municipality by the Mayor and City Manager under the official seal of the Municipality. The signatures of the Mayor and the City Manager may be manual or facsimile. The official seal may be actually impressed or imprinted or otherwise reproduced thereon by facsimile. No Bond shall be issued unless first authenticated by the Trustee, to be evidenced by the manual signature of an authorized representative of the Trustee on each Bond. 5. Designation of Trustee. The Municipality hereby designates and appoints First Trust National Association, Saint Paul, Minnesota, to perform the functions of the Trustee, bond registrar, authenticating agent and paying agent under the Indenture. 6. Bonds as Special, Limited Obligations. The Bonds and interest thereon shall never be or be considered d general obligation of the Municipality or an indebtedness of the Municipality within the meaning of any State constitutional pro- vision or statutory limitation and shall not constitute or give rise to a pecuniary liability of the Municipality or a charge against its general credit or taxing powers. 7. Source of Payment; Pledge of Revenues. The Bonds shall be special, li ited obligations of the Municipality payable by it solely from revenues and income derived by or for the account of the Municipality from or for the account of the Borrower pursuant to the terms of the Promissory Note, the Loan Agreement and the Letter of Credit; including, without limitation, (i) all payments by the Borrower on the Promissory Note or pursuant to the terms of the Loan Agreement, (ii) all cash and securities held from time to time in the Trust Funds, and the investment earnings thereon and (iii) all amounts derived by recourse to the -5- RESOLUTION NO. 88-761 Letter of Credit; but excluding any amounts derived by the Munici- pality for its own account pursuant to the terms of the Loan Agreement. As security for the payment of the principal of, premium, if any, and interest on the Bonds, the Municipality shall pledge and assign to the Trustee all of its right, title and interest in and to the Promissory Note, the Loan Agreement (except for its rights to receive and enforce payment of certain taxes, expenses and indemnity payments from the Borrower as set forth in the Indenture and the Loan Agreement), and the trust funds held by the Trustee under the Indenture. 8. Redemption of Bonds Prior to Maturity. The Bonds shall be subject to redemption prior to maturity as provided in the Indenture. 9. Trust Funds. The Trust Funds described in the Indenture shall be created under the Indenture to be held in the custody of the Trustee and applied for the uses and purposes provided in the Indenture. 10. Investment of Trust Funds. Any moneys held as a part of the trust funds held by the Trustee under the Indenture may be invested and reinvested by the Trustee upon request by the Borrower in "Qualified Investments" as specified in the Indenture. 11. Award of Bonds; Execution and Deliver of the Bond Purchase Agreement. The Borrower has negotiated for the sale o the Bonds to the Underwriter at a price of 100• of the principal amount of the Bonds, plus accrued interest to the date of delivery. The Underwriter shall be paid an underwriting fee by the Borrower in the amount of $108,000. Given the purposes of the financing and the involvement of the Municipality therewith, it is the determination of this body that the Bonds shall be hereby awarded to the Underwriter at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions set forth in the Bond Purchase Agreement. As evidence thereof, the Mayor and the City Manager are hereby authorized and directed for and in the name of the Municipality to execute, affix with the official seal of the Municipality and deliver the Bond Purchase Agreement in the form presented herewith, or with such insertions therein or corrections thereto as shall be approved by the Mayor and City Manager (after conferring with the City Attorney) consistent with this Resolution and the terms of the Act, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. 12. Execition and Delivery of the Loan Agreement, the Indenture and the Escrow Deposit Agreement; Assignment of the Promissory Note. T terms a provisions of the Promissory Note, -6- RESOLUTION NO. 88-761 the Loan Agreement, the Escrow Deposit Agreement, and the Indenture are hereby approved. The Mayor and the City Manager are hereby authorized for and in the name of the Municipality and deliver the Loan Agreement, the Indenture, the Escrow Deposit Agreement and the assignment of the Promissory Note in the form thereof presented herewith, or with such insertions therein or corrections thereto as shall be approved by the Mayor and City Manager (after conferring with the City Attorney) consistent with this Resolution and the terms of the Act, their execution thereof to constitute conclusive evidence of their approval 7f any such insertions and corrections. 13. Execution and Delivery of the Bonds. The Mayor and the City Manager are hereby authorised o� r a in the name of the Municipality to execute the Bonds in the manner authorized by paragraph 4 of this Resolution. Subject to the terms and condi- tions c.'° the Bond Purchase Agreement, the Municipality shall deliver the Bonds to the Underwriter. 14. General Authorizations. The Mayor and the City Manager and the appropriate eputies and officials of the Munici- pality in accordance with their assigned responsibilities are hereby each authorized to execute, publish, file and record such other documents, instruments, notices and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the Municipality under the Bonds and the Loan Agreement. In the event that the Mayor or the City Manager shall be unable by reason of death, uisability, absence or vacancy of office to perform in timely fashion any of the duties specified herein (such as the execution of Bonds, the Bond Purchase Agree- ment, the Loan Agreement, the indenture or the assignment of the Promissory Note), such duties shall be performed by the officer or official succeeding to such duties in accordance With law and the ordinances of the Municipality. 15. Public ApRroval. This body, on behalf of the Municipality, here y approves of the issue of Bonds for the purposes of Section 147 of the internal Revenue Code of 1986, as amended. 16. Election Under thze Tnternal Revenue Code. The Municipality hereby elects to have the provisions 67—Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, applied to the issuance of the Bonds. The Mayor, City Manager or either of them are authorized to execute and file, for and in the name of the Municipality, such documents as may be necessary or appropriate to effectuate said election. 2M RESOLUTION NO. 88-761 17. Consent to Release of Escrow Fund. The Municipality hereby consents to the release of the Escrow Fund to the extent released by the Bank. 18. Effective Date; Conformity. This Resolution shall be effective immediately upon its passage and approval. To the extent that any prior resolutions of this body are inconsistent with the provisions hereof, this Resolution shall control and such prior resolutions shall be deemed amended to such extent as may be necessary to bring them in conformity with this Resolution. The foregoing resolution of the City Council of the City of Plymouth, Minnesota, was adopted and approved and recorded on November 7, 1988. Mayor Attest Clerk -8- CERTIFICATIONS BY CLERK I, Laurie Rauenhorst , being first duly sworn, do hereby certify that I am the duly (appointed) (elected), qualified and acting Clerk of the City of Plymouth, in the County of Hennepin, State of Minnesota, and as such I have in my possession, or have access to, the complete corporate records of said City and of its City Council; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; that said transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of Resolution No. 88-761 entitled: BOND RESOLUTION AUTHORIZING $3,600,000 CITY OF PLYMOUTH, MINNESOTA INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (SCOVILLE PRESS, INC. PROJECT) I do hereby further depose and certify as follows: 1. Said resolution was considered for adoption by the City Council at a meeting held in the City Hall at 7:30 P.M. on November 7, 1988. Said meeting was a regular meeting of the city council and was held in open session in compliance with Minnesota Statutes. 2. Said meeting was called to order by Mayor Schneider who chaired the meeting. Upon roll I noted and recorded that the following council members were present: Mayor Schneider Councilmember Vasiliou Councilmember Zitur Councilmember Sisk Councilmember Ricker and that the fc"l-wing council members were absent: None -i- I noted and recorded that a quorum was present. Vatious matters and business were taken up during the course of the meeting with- out intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adoption was moved by Council Member Sisk , and seconded by Council Member Ricker Following discussion and after all council members who desired to do so had expressed their views for or against said resolution, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: Aye: Mayor Schneider Councilmember Vasiliou Councilmember Sisk Councilmember Zitur Councilember Ricker Nay: None Abstain: Whereupon the Mayor declared said resolution adopted, and I so recorded it. 3. Said resolution was approved by the Mayor on November 7 , 19a&, and I have so attested. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on this 15rh day of Nnvnmhwr 19-U. [Municipal Seal] ��r,l ������-xc.,c £ �- -' C1 rk