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HomeMy WebLinkAboutCity Council Resolution 1994-116a CERTIFICATION OF MINUTES Municipality: The City of Plymouth, Minnesota C;overning Body: City Council Meeting: A meeting of the City Council of The City of Plymouth was held on the 18th day of February, 1994, at 7:00 p.m. at the Plymouth City Hall, 3400 Plymouth Boulevard, Plymouth, Minnesota. Members present: Mayor Tierney, Councibmabers Anderson, Morrison, Lyma::good, Helliwell, Granathl, Edson Members absent: None Documents: Resolution No. oar= - Authorising the issuance of its City of Plymouth, Minnesota Industrial Development Revenue Bonds (Daily Printing, Inc. Project) Series 1994 ani authorising the execution of an indenture of Trust, Loan Agreement and related documents. Certification: I, Laurie Rauenhorst. the City Clark of the City of P'.ymouth, Minnesota, do hereby certify the following: Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City of Plymouth, Minnesota, which resolution was adopted by the Plymouth City Council, at the nesting referred to above. Said meeting was a regular meeting of the Plynouth City Council, was open to the public, and was held at the time at which meetings of the ^.ity Council are regularly held. Member Hel1heel moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member Mann !► vote being taken on the motion, the following voted in favor of the resolution: Anderson, Morrison, Lymangood, Helliwell, Granath, Edson, and Tierney. and the following voted against the resolution: None. Whereupon said resolution was declared duly passed and adopted. The attached resolution is in full force and effect and no action has been taken by the City Council of the City of P 1 outh Minnesota which would in any way alter or amend the I M I i ttached resolution. C • RESOLUTION NO. 94-116 A RESOLUTION OF THE CITY OF PLYMOiTTH, MINNESOTA AUTHORIZING THE ISSUANCE OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (DAILY PRINTING, INC. PROJECT), SERIES 1994 IN TIM AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $3,930,0001 PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; APPROVING A FINAL FORM OF PLACSIMT MEMpRANDUM; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE OWNERS OF SAID REVENUE BONDS. WHEREAS, the City of Plymouth, Minnesota (the "Issuer") is a home rule charter city duly organised and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 669.152 through 469.165 (the "Act"), the Issuer is authorised to carry out the public purposes described therein and contemplated thereby in the financing of economically sound industry within its boundaries, by issuing revenue bonds to defray, in whole or in part, the development costs of such industry, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, the Issuer desires to expand the business and employment opportunities within the City of Plymouth (the "City"); and WHEREAS, the Issuer is authorised by the Act to enter into a revenue agreement with any person in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, ao an to produce income and revenue sufficient to provide for the promptpayment of principal of and interest on ell bonne issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be 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 torsons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and WHEPSAS, the Issuer received on behalf of Daily Printing, Inc., a MinnesotP corporation (the "Company"), a proposal that the Issuer finance a project for purposes consistent with the Act, consisting of the acquisition of 13.25 acres of land and e RESOLUTION NO. 94-116 the construction and equipping thereon of an approximately 70,000 square foot facility to be used by the Company in its commercial printing business (the "Project") which will be located at 23rd Avenue North and Niagara Lane in the City of Plymouth; and MMRBAS, following the publication of notice of a public hearing in a newspaper of general circulation in the City at least 14 days, but not more than 30 days, before the hearing, the Isnuer adopted a resolution upon the completion of the public hearing on November 15, 1993 (the "Preliminary Resolution") whev-*bythe issuer determined that, on the basis of information provided to it by the Company and others, the effect of the Project, if undertaken, would be to encourage the development of st:conomically sound commerce in the City and increase current employment opportunities for residents of the City and surrounding areas, all to the benefit of the residents and taxpayers of the City; and WHBRRAS, by the Preliminary Resolution, the Issuer preliminarily approved the proposal on behalf of the Company that the City undertake to provide financing for the Project and gave preliminary approval of the Project, subject to final approval by the City; and WHSRBAS, the Issuer has received an allocation of bonding authority for the Project in the amount of $4,000,000 from the Minnesota Department of Finance; and WHEREAS, the Issuer has received approval front the Minnesota Department of Trade and Economic Development of its Application for Approval of Industrial Development Bond Project, including attachments thereto; and WHBRCAS, pursuant to the Act and the Indenture of Trust (the "Indenture") dated as of March 1, 1994 between the Issuer and First Trust National Association tthe "Trustee"), the Issuer proposes to authorise, issue and sell its Industrial Development Revenue Bonds (Daily PrinLinq Inc. Projdact), Series 1994 (the "Bonds") in an aggregate principal amount not to exceed $3,930,000, payable solely from the amounts pledged therefor under the Indenture; and WHRRBAS, pursuant to a Loan Agreement ("Loan Agreement"), dated as of March 1, 1994, between tho Issuer and the Company, the issuer proposer to loan the pro, -antis of the Bonds to the Company, whish the Company will agree to repay in installments in amounts and at times sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, and which -2- e RESOLUfIW NO. 94-116 proceeds the Company will agree to use to pay a portion of the costs of the Project; and WHEREAS, concurrently with, as a condition to, and as further security for, the issuance of the Bonds, and pursuant to a Letter of Credit and Reimbursement Agreement, dated as of March 1, 1994, between First Bank National Association (the •Bank") and the Company, the Bank will issue an irrevocable direct -pay Letter of Credit (the "Letter of Credit") to NationsBank of Virginia, N.A. (the "Latter of Credit Custodian") ; and WHEREAS, pursuant to Letter of Credit Custodial Agreement (the "Letter of Credit Custodial Agreement"), dated as of March 11 1994 among the Issuer, the Letter of Credit Custodian, the Trustee and the Company, the Letter of Credit Custodian is entitled to draw on the Letter of Credit to pay principal and interest on the Bonds in accordance with the provisions of the Indenture, which provisions include, but are not limited to, draws on the Letter of Credit in the event the Bonds are not remarketed, when applicable, according to the provisions of a Remarketing Agreement (the "Remarketing Agreement") among the Issuer, the Trustee, the Company and FBS Investment Services, Inc . ; and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) shall be liable on the Bonds, znd the Bonds shall not be a debt of the Issuer or the State -if Minnesota or any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture), and in any event shall not give rise to a charge against the credit or taxing power of the Issuer, Hennepin County (the "County"), the State of Minnesota, or any political subdivision thereof; NON, THEREFORE, B8 IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA AS FOLLOWS: Sectien 1. The Issuer acknowledges, finds, determines, and declares that the welfare of the State of Minnesoca requires active promotion, attraction, encouragement and development of economically sound industry and commerce through governmental actions for the purpose of preventing the emergence of blighted and marginal lands and areas of chronic unemployment, and the State of Minnesota has encouraged local government units to act to prevent such economic deterioration. -3- e e RESO UMON NO. 94-116 The Issuer further finds that accomplishing this is a public purpose, and that conventional, commercial financing to pay the cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of constructing and operating the Project would be reduced, but that with the aid of municipal borrowing, and its resulting lower borrowing cost, the Project is economically more feasible. SeCtion ". The Issuer further finds, determines, and declares that the purpose of the Bonds is to provide financing for the Project, the proceeds of which will be loaned to the Company to finance they acquisition, construction and equipping of a Project meeting the general purposes contemplated and described in Section 469.152 of the Act. Section 3. The Issuer further finds that the Bonds are payable solely from the trust estate including the Issuer's interest in the Loan Agreement and amounts drawn under the Letter of Credit issued by First Bank National Association or any provider of a substitute letter of credit. Section 4. The Issuer further finds, determines, and declares that it is in the best interests of the Issuer to (1) provide for the issuance of the Bonds, the disbursement of the proceeds and the security therefor pursuant to the terms of the Indenture= and (Z) loan the proceeds of the Bonds to the Company in accordance with the provisions of the Loan Agreement. Section 5. The issuance of the Bonds for the purpose of financing the Project is hereby authorized. The Bonds shall bear interest initially at a rate not in excess of three and one-half percent (3 1/1t) par annum, subject to final determination and subsequent adjustments as set forth in the Indenture, shall be in such denomination and form, be numbered and dated, shall mature and be subject to redemption prior to maturity, and shall have such other details and provisions as are prescribed by the Indenture. Section A. The Bonds shall be special limited obligations of the leauer payable solely from and secured by a pledge of the trust estate wider the Indenture, including the Issuer's interest in the Loan Agreement and amounts drawn under the Letter of Credit, in the manner provided in the Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and -4- RFSOLUrION M. 94-116 credit or any taxing power of of Minnesota, or any political the Issuer, the County, the State subdivision thereof. The Issuer hereby authorises and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the'Issuer (the "City Manager") to execute under the corporate seal of the Issuer, the Indenture, and to deliver to said Trustee the indenture, and hereby authorises and directs the execution and delivery of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the tatms and coaditions, covenants, rights, obligations, duties, and agreements of the bondholders, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorised herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Issuer on the date hereof, and is herety approved with such necessary and appropriate variaticne, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in her discretion, shall determiner provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 7. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and the Mayor is hereby authorised and directed to accept, execute and deliver the Placement Agent Agreement (the "Placement Agent Agreement") among the Issuer, the Company and FBS Investment Services, Inc. All of the provisions of the Placement Agent Agreement, when executed and delivered as authorised herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Placement Agent Agreement shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved with such necessary and appropriate variations. omissions, and insertions as are not materially inconsistent with such form as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section A. The Mayor and the city Manager are hereby authorized and directed to execute and deliver the Loan -5- RESOD fIOI NO. 94-116 Agreement with the Company, and when executed and delivered as authorised herein, the Loan Agreement shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery therebf. The Loan Agreement shall be substantially in the form on file with the Issuer on the date hereof, which is hareby approved, with such necessary variations, emissions, and insertions as are not materially inconsistent with such form and as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 9. The Mayor is hereby authorized and directed to execute and deliver the Remarketing Agreement and the Letter of credit Custodial Agreement, and when executed and delivered as authorised herein, such agreements shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Remarketing Agreement and the Letter of Credit custodial Agreement shall be substantially in the forms on file with the Issuer on the date hereof, which are hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such forms and as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive elidence of such determination. section io. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this .resolution or of the indenture or other documentu referred to above shall be exercised or performed by the Issuer, or by such officers, board, body, or agency as may be required or authorised by law to exercise such powers and tc perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture or other documents referred to above shall be deemed tv be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the Issuer in that -6- RFSDUYrICN NO. 94-116 persongs individual capacity, and neither the members of the City Council of the Issuer nor any officer or employee executing the Bo -ads shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Indenture, the Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement, the Letter of Credit Custodial Agreement, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general obligation of the Issuer or any charge upon its general credit or taxing powers. In the making thr agreements, provisions, covenants and representations set forth in the Indenture. :he Loan Agreement, the Placement Agent Agreement, the Remarketing Agreement, the Letter of Credit Custodial Agreement, the Bonds or in any other document relating to the bonds, the Issuer has not obligated itself to pay or remit any funds or revenues other than the trust estate described in the Indenture. Section il. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer, the owners of the Bonds, and the Trustee, as fiduciary for owners of the Bonds, to the extent expressly provided in the Indenture, any right, remedy, or claim, legal or' equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof; this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the owners of the Bonds, and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. Section 12. In case any one or more of the provisions of this resolution or of the Indenture or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution or of the Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions not forth in the Indenture, the pledge of revenues derived from the Loan Agreement referred to in the Indenture, the pledge of the amountr drawn under the Letter of Credit referred to in the -7- RESOVAMW N0. 94-116 Indenture, the creation of the funds provided for in the Indenture, the pr(misions relating to the application of the ;wroceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other moneys are all commitme:its, obligations, and agreements on the part of the Issuer contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer to create such funds and to apply said revenues, other moneys, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and conditic ns fixed in the Indenture, it being the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Indenture. Section i3. All acts, conditions, and thiigs iced by the laws of the State of Minnesota, relating to the a tion of this resolution, to the issuance of the Bonds, into t execution of the Indenture and the other docume:zts referred to above to happen, exist, and be performed preced-ant to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other dcauments referred to above have tnappened, exist, and have been performed as so required by law. Section 14. The members of the City Council of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorised to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolutiwi. Section 15. The Issuer hereby consents to the distribution of the Placement Memorandum in connection with the sale of the Bonds, in substantially the form on file with the Issuer as of the date hereof, and ratifies the distribution thereof by the Placement Agentf provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this Board on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Placement Memorandum is the sole material authorized by the Issuer for use in connection with the offer and sale of the Bonds, except that copies of the documents referenced above may be provide.: upon request. -8- e RESOLUTION NO. 94-116 Section 16. The Mayor and the City Manager are authorised and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Lran Agreement, the Placement Agent Agreement, the Remarketing Agreement, the Letter of Credit Custodial Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this resolution, or to evidence compliance with Section 148 of the Internal Revenue Code of 1986, as amended; and to take such other administrative action as is permitted or required by the Indenture, the Loan Agreement., the Placement Agent Agreement, the Remarketing Agreement and the Letter of Credit Custodial Agreement. All such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section 17. if for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the Issuer may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager. Section 18. This resolution shall be in full force and effect from and after its passage. ADOPTED AND APPROVED this 28th day of February , 1994. "A0114\911nAson",M THE CITY OF PLYMOUTH, MINNESOTA -9-