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HomeMy WebLinkAboutCity Council Resolution 1994-664• Resolution No. 94-664 lei :i"4V I;)1•Ktj���7i 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. =7-r-ty--: _1 DIN • 11 : • • ' AI 1: • 1 1: t t ' :'SLN V1 MI' • • . 11 111 1: 1 t 1: • "1 IV to). • • ' YAI t 1: :• �: • • 1 • :1 • ' • t ' :1a 1:1 • ,1' 1 :I :�• •• 1:1 WJ AI t 1: :••:4j1jfj• • •' 1: • • • • I' I t •:1 :1' I:1' :• "• 1 t I• • I:1 I • • • • 110 1 zbc • ' 1' t • a :1 1' • 1 • ' w Ak• 1• :1 :1• • 1 t : • • 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. 0 • 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 • 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 • 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 -2- • 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 -3- 0 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, -4- 0 • 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, -S. • 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. -6- 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 PaSSW- Attest: ADOPTED AND APPROVED this =pay of nrrnlv.r , 1994. City Clerk 9WOW94101811a fft -7- Joycelyn H. Tierney Mayor