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.
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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
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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
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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.
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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
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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
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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
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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
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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.
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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
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