HomeMy WebLinkAboutCity Council Resolution 1994-664•
Resolution No. 94-664
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City of Plymouth, Minnesota
Governing Body: City Council
Meeting: A meeting of the City Council of the City of Plymouth was bold on the 17th
day of October, 1994, at 7:00 p.m. at the Plymouth City Hall, 3400 Plymouth Blvd.,
Plymouth, Minnesota.
Members Present: Anderson, Morrison, Lymangood, Helliwell, Granath, Edson,
Tierney.
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1, Lurie Ahrens, the City Clerk of the City of Plymouth, 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 Counz-11, at the meeting referrrd to above. Said meeting was a regular
meeting of the Plyinouth Citv Council, was open to the public, and was held at the time
at which meetings of the City Council are regularly held. Member Anderson moved
the adoption of the ottakhed resolution. The motion for adoption of the attached
resolution was seconded by Member Edson. A vote being taken or the motion, the
following voted in favor of the resolution: Anderson, Lymangood, Helliwell, Oransth,
Edson, Tienley.
and the following voted against the resolution: None.
Member Morrison abstained.
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Whereupon aid resolution wu declared duly passed and adopted. 7U at sdw
resolution is in fuH force and etfba and no action hu been tobw by *a City Council of
the City of Plymoutb, Minnesota, which Mould in any way titer or ar a d the auaftd
resolution.
Witney my hood officially u the City Clerk of the City of Plymouth►
MWeasota, this 18th day of October, 1994.
By _
Ira city Clerk
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RESOLUTION NO. 24:fifi4
A RESOLUTION OF THE CITY OF PLYMOUT 119 MINNESOTA
ALTMORIZING THE ISSUANCE OF ITS VARIABLE RATE DEMAND
INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONN
(SCOVEUX PRESS, INC. PROJECT), SERIES 1994 IN THR
AGGREGATE PRINCIPAL AMOUNT OF 53,600.000; PREK3UBING
THE FORM OF AND AUTHORIZING THE EXECUTION OF AN
INDENTURE OF TRUST. A IRAN AGREEMENT AND CERTAIN
RELATED DOCUMENTS; AUTHORIZING TffE EXECUTION AND
SALE OF THE BONDS AND DMEC"MG DEI"ERY IMMEOF;
APPROVING A FINAL FORM OF PLACEMENT MEMORANDUM; AND
PROVMING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE
OWNERS OF SAID REVENUE REFUNDING BONDS.
WHEREAS, the City of Plymouth, Minnesota (the "Issuer') is a home rule charter
city duly organized 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 469.152 through 469.165 (the 'Act"), the Issuer
is authorized to issue industrial development revenue bonds to refund, in whole or in part,
bonds issued by the Issuer under authority of the Act; and
WHEREAS, on January 18, 1983, the Issuer issued its 53,6000000 Industrial
Development Revenue Bonds, Series 1983 (Wildman/ScovWe Press Project) (the 'Original
Bonds') the proceeds of which were lent to Scoville Press, Inc. (the "Company') to
finance a portion of the costs of construction and equipping of an approximately 75,000
square foot printing and light manufacturing facility located at 14505 27th Avenue North in
Plymouth (the 'Project'); and
WHEREAS, following the publication of notice of a public hearing in a newspaper
of general circulation in the City of Plymouth at last 14 but not more than 30 days before
the haring, the Issuer adopted a resolution upon the completion of the public hearing on
November 7, 1988 giving approval to the issuance of its 539600,000 Industrial
Development Revenue Bonds, Series 1988 (Scoville Press, Inc. Refunding Project), dated
as of November 1, 1988 (the 'Prior Bonds'), the proceeds of which were loaned to the
Company to redeem and prpay the Original Bonds; and
WHEREAS, the Issuer has received a proposal from the Company that the Issuer
undertake to refinance the Project as herein described pursuant to the Act, through issuance
of its $3,600,000 Variable Rate Demand Industrial Development Revenue Refunding Bonds
(Scoville Pres., Inc. Project) Series 1994 (the "Bonds"), the proceeds of which will be
used to refund the entire $3,600,000 outstanding amount of the Prior Bonds. The Bonds
will be placed by FBS Investments Services, Inc, as placement agent, which will also act
as remarketing agent under a Remarketing Agreement (the "Remarketing Agreement% and
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WHEREAS, it is proposed that First 'rust National Association, as prior trustee,
aaxlerate and redeem the Prier Bonds at a redemption price equal to their par amount plus
a redemption premium plus accrued interest to the date of redemption. The proceeds of
the Bonds shall be loaned to the Company to reimburse First Bank National Association
for the draws on its letter of credit which segues the payment of the Prior Bonds, which
shall be used to pay the Prim Bonds upon redemption; and
WHEREAS, the Project provides employment to numerous persons and otherwise
furthers the policies and purposes of the Act and the findings made in the resolutions
adopted by the Issues misting the Project, the Original Bonds and the Prior Bonds, and all
such findings are hereby ratified, affirmed and apppwed; and
WHEREAS, pursuant to the Act and the Indenture of Trust (the %adentute") dated
as of October 1, 1994 between the Issuer and First Trust National Association (the
'Trustee"), the Issuer proposes to authorize, issue anJ all the Bonds payable solely from
the amounts pledged therefor under the Indenture; and
WHEREAS, the Issuer is authorized by the Act to enter into a revetwe agreement
with any person in such manner that payments required thereby to be made by the
cottuacctinng party shall be fixod, and revised from time to time as necessary, so as to
produce income and revenue sufficient to provide for the prompt payment of principal of
and interest on W bends 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 instuance
thereon and insurance against all liability for injury to persons or Propertyarising 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
WHEREAS, pursuant to a Loan Agreement ("Loan Agmement"), dated as of
October 1, 1994, between the Issuer and the Company, the Issuer propose: to loan the
proceeds of the Bonds to the Company, which 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 proceeds the Company will agree to use to
redeem and repay the outstanding principal amount of the Prior Bonds, either by payment
to the Trustee or by reimbursement to First Bank National Association (the "Bank") for its
draw on a letter of credit securing the Prior Bonds for payment of the outstanding principal
of the Prior Bonds; and
WHEREAS, concurrently with, as a condition to, and as further security for, the
issuance of the Bonds, and pursuant to a setter of Credit and Reimbursement Agreement,
dated as of October 1, 1994, between 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 "Letter of Credit Custodian"); and
WHEREAS, pursuant to Letter of Credit Custodial Agreement (the "Letter of
Credit Custodial Agreement"), dated as of October 1, 1994 among the Issuer, the Letter of
Credit Custodian, the Trustee and the Company, the Letter of Credit Custodian is entitled
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to draw un the Luta of Credit to pay principal and interest on the Bonds in accordance
with the provisions of the Indentum, which provisions include, but aro not limited to,
draws on the Letter of Credit in the event the Bonds are not remarketed, whin applicable,
according to the provisions of a Ranarkding Agreement (tiro •Remarketing Agreement•)
among the law, the Trustee, the Company and FBS Investment Services, Inc. dated as of
October 1, 1994; and
WHEREAS, neither the Issuer nor the State of Minnesota nor any political
subdivision thereof (other than the Issuer and them only to the extent of the trust estate
pledged in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of
the Issuer or the State of 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;
NOW, TENWORE, BE 1T RESOLVED BY THE CITY COUNCIIL, OF THE
Cr.rY OF PLYMOUTH, MINNESOTA AS FOLLOWS:
Section 1. Issuer acknowledge, finds, determines, and declares that the welfare of
the State of Minnesota 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 Iands and areas of
chronic unemployment, and the State of Minnesota has encouraged local government units
to act to prevent such economdc deterioration.
The Issuer further finds that accomplishing this is a public purpose, and that the
Project described in the Loan Agreement and Indenture constitutes a project authorized by
the Act. The purpose of the Projekt and the effect thereof have been to promote the public
welfare by the construction and equipping of a facility for use as a commercial printing
facility.
SOWM2. 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 the redemption and refunding of the Prior Bonds, the proceeds of
which were used to redeem and refund the Original Bonds, the proceeds of which financed
the acquisition, constriction and equipping of a Project meeting the genal purposes
contemplated rnd described in the Act.
Swlianl. The Issuer further finds that the Bonds are payable solely from the trust
estate including the Issuer's interest °n 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 cp rlit.
Sly gMA. 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 Indentum; and (2) loan the
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proceeds of the Bonds to the Company in accortimm with the provisions of the Loan
Agreement.
522hLI. The issuance of the Bonds for the purpose of redeeming and reiundirrg
the Prior Bonds is hereby authorized. The Bonds shall bar interest initially at a no set
forth in the Indenture, subject to final determination and subsequent 4ustmenb as at
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 bave such other
details and provisions as are prescribed by the Indenture.
SacdolA. The Bonds shall be special limited obligations of the Issuer payable
solely from and segued by a pledge of the trust estate under the Indenture, including do
Issm's interest in the Lan Agreement and amounts drawn under the Letter of Credit, in
the manner provided in the Indenture. The Bonds do not constitute an indebtodmess,
liability, general or moral obligation (except to the extent of the trust estate pledged under
the Indenture) or a pledge of the faith and credit or any taxing power of the Issuer, the
County, the State of Minnesota, or any political subdivision thereof.
The Issuer hereby authorizes 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
thh: Issuer, the Indenture, and to deliver to said Trustee the Indenture, and hereby
authorizes ant: directs the execution and delivery of the Bonds in accordance with the
Indenture, and hereby provides that the Indenture shall provide the terms and conditions,
eovenanbs 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 authorized herein, shall be
deemed to be a part of this resolution as fully and to the same extent as if incorporated
verb;itl i herein and shall be in flail force and effect from the date of execution and
delivery thereof. The Indenture shall be substantially in the form on file with the Issuer or.
the date hereof, and is hereby approved with such necessary and appropriate variations,
omiavons, and insertions as we 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 7. The Mayor and the City Manager are hereby designated as the
reprexcitatives of the Issuer with respect to the issuance of the Bonds and the transactions
related thereto vnd the Mayor is herchy authorized and directed to accept, execute and
deliver the Bond Placement Agreement (the "Bond Placement Agreement') among the
Issuer, the Company and FBS Investment Services, Inc. All of the provisions of the Bond
Placement Agreement, when executed and delivered as authorized 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 is full force and effect from the date of execution and delivery thereof.
The Bond Placement Agrftwtnt 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 aro not materially inconsistent with such form as the Mayor,
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in her discretion, shall determine; provided that the execution thereof by the Mayor shall
be conclusive evidence of such determination.
SoMml. The Mayor and the City Manager am hereby authorized and directed to
execute and deliver the Loan Agreement with the Company, ud when executed and
delivered as authorized berein, the Loan Agreement shall be deemed to be a part of this
resolution as fully and to the same extent as if incorporated ve-batim herein and shall be in
full force and effect from the dale of execution and delivery th xeof. The Loan Agreement
.tau be substimdmily in the form an file with the bluer on die date hereof, which Is hereby
approved, with such necessary variations, omissions6 and insertions as are not mawially
inconsistent with such form and as the Mayors in her discretion, shall determine; provided
that the executim thereof by the Mayor shall be conclusive e�:dence of such determination.
Q. The Mayor is hereby authorized and direr : fed to execute and deliver the
Letter of Crodit Custodial Agreement, and when executed a, i 1 delivered as authodzed
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 fall force and effect from the
date of execution and delivery thereof. The Letter of Crecit Custodial Agreement shall be
substanfally in the form on file with the Issuer on the date hereof, which is hereby
appm-ed, with such necessary variations, omissions, and insertions as are not materially
inconsistent with such form and as the Mayor, in her dismetion, shall determine; provided
that tho execution thereof by the Mayor shall be conclusive evidence of such determination.
Section IQ. All covenants, stipulations, obligations, representations, and
agreements of the Issuer contained in this resolution or --nntained in the Indenture or other
dxuments referred to above shall be deemed to be the •ovenants, stipulations, obligations,
-rpcesmtations► and agreements of the Issuer to the full extent authorized or permitted by
law, and all such covenants, stipulations, obligations, reprwentstions, 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 documents referred to above shall
be exercised or performed by the Issuer, or by such officers, board, body, or agency as
may be required or authorized by law to exercise such powers and to 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 to be a
ooverharht, stipulation, obligation► representation, or agreement of any officer, agent► or
employee of the Issuer in that person's individual capacity, and neither the members of the
City Council of the Issuer nor any officer or employee executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liability or r000untability by reason
of the issuance thereof.
No provision, covenant or agreement contained in the Indenture, the Loan
Agreement, the Bond Placemen: Agreement, the Letter of Credit Custodial Agreement, the
Bonds or in uny other document relating to the Bonds (collectively, the 'Bond
Documents% 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 the agreements, provisions,
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covenants and representations on forth in the Bond Documents, the Issuer has not obligated
itself to pay or remit any funds or revenues other than the trust estate described in the
Indenture.
XU. Except as herein otherwise expressly provided, nothing in this
resolution or in the Inde►tun, expressed or implied, is intended or shall be construed to
confer upon any person, other Oban the Iswer, the owners of the Bonds, and the TruMM
as fiduciary for owners of the Bonds, to the exeent opressly provided in One Indenture, say
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 raohhtion, the Indenture
and all of their provisiams 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.
. In can any one or mese 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 Tkmds, but this resolution, the Indenture, anti :'%, '.fonds shall be
construed as if sum► illegal or invalid provision had not been contained domain. The tams
and conditions set forth in the Indenture, the pledge of revenues derived from the Lan
Agreement referred to in the Indenture, the pledge of the amounts drawn under the Letter
of Credit refund to in the Indenture, the creation of the funds provided for in the
Indenture, the provisions relating to the application of the proceeds derived from the sale
of the Bonds pursuant to and under the Indenture, and the ..ppliation of said revenges,
collateral, trend other moneys are all commitments, 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 rest her 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 conditions fixed in the Indenture,
it being the intention hereof that rich commitments on the part of the Isomer are as binding
as if contained in this resolution separate and apart from the Indenture.
Section 13. All acts, conditions, and things required by the laws of the State of
Minnesota, relating to the adoption of this resolution, to the issuance of the Bonds, and to
the execution of the Indent+hre and the other documents referred to above to happen, :cast,
and be performed precedent to and in the enactment of this resolution, and precedent •sj the
issuance of the Bonds, and precedent to the execution of the Indenture and the other
documents referred to above have happened, 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 documenu refarred to above for the full, punctual, and complete
Performance of A. the terms, covenants, and agreements contained in the Bonds, the
Indenture and the other documents referred to above, and this rewlution.
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SmWoLU. 11e Issuer hereby consents to the distribution of the Placement
Memorandum in connection with the sale of flee Bonds, in substantially the form on fib
with the Issues as of the date hereof, and ratifies the distribution thereof by the Plaoematt
Agent; provided that the Mayor nay appove such variations, omission:, and insertions as
are not materially incondsleW with the form approved by this Board on the date hereof and
with such canges as shall be necessary, in the opinion of legal ooamd, to comply with
applicable securities laws. 'Itis Placement Memorandum is the sole material authorized by
the Issuer far use in connection with the offer and sale of the Bonds, mops that copies of
the documents mfarmmoe I above may be provided upon request.
$llAULl6. The Mayor and the City Manager are authorized and directed to
exec ie and deliver any and all certificates, agreements or other documents which are
required by the Bood Documents, or any other certificates or documents which an deemed
necessary by bond counsel to evidence the validity or erhforceability of the Bonds, the
Indenture or the other documents refesred to is this resolution, or to evidence compliance
with the applicable pwvidons of the Internal Revenue Code of 1954 and the Internal
Revenue Code of 19116, as amended; and to take such other administrative action as is
permitted or required by the Bond Documents. All such agreements or representations
when made shall be deemed to be agreements or representations, as the can may be, of
the Issuer.
Shop -1Z. N for any reason the Mayor is unable to execute and deliver those
documents, including but not limited to the Bond Documents, or certilkwas referred to in
this resolution, any other member of the City Council of the Issues may execute and
deliver such documents or certificates with the same force and effect as if such documents
or certificates were executed by the Mayor. If for any rayon the City Manager is unable
to execute and deliver the documents, including but not limited to the Bond Documernts, or
certificates referred to in this resolution, such documents or certificates 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 rich documents or certificates were executed and delivered by
the City Manager.
Soclitmll. This resolution shall be in full force and effect from and after its
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Attest:
ADOPTED AND APPROVED this =pay of nrrnlv.r , 1994.
City Clerk
9WOW94101811a fft
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Joycelyn H. Tierney
Mayor