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
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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
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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
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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
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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,
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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
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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
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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.
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