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Town Council Work Session, Public Hearing & Regular Mtg. Agendas 12/6/2010
AGENDA

TOWN COUNCIL                WORK SESSION
COUNCIL CHAMBERS                               MONDAY, DECEMBER 6, 2010
SOUTH WINDSOR TOWN HALL                                                     TIME:  7:00 P. M.


1.      Call Meeting to Order

2.      Roll Call

3.      Public Participation
        [Per Town Council Rules, this segment of the meeting shall not exceed thirty (30) minutes unless extended by the Mayor, with the consent of the majority of the Town Council.]

4.      Communications

5.      Town Manager’s Report
[Per Town Council Rules, this segment of the meeting shall not exceed ten (10) minutes unless extended by the Mayor, with the consent of the majority of the Council.]          

6.      Items for Discussion

A.      PLA Agreement

7.      Executive Session

A.      Discussion regarding Connecticut Studios – Contractual Strategies

8.      Adjournment

* * * * * * * * * * * * * * * * * *


Public Participation is Invited on Any Agenda Item


REMINDER:       There is a public hearing set for 7:15 p.m. regarding the Appropriation of $15,000,000 for the Financing of The Connecticut Studios Project and Authorizing the Issuance and Sale of not exceeding $15,000,000 Special Obligation Revenue Bonds of the Town of South Windsor, Connecticut to Meet said Appropriation.





TO BE PUBLISHED IN THE JOURNAL INQUIRER

November 30, 2010


LEGAL AD

TOWN OF SOUTH WINDSOR


    Notice is hereby given that the South Windsor Town Council has set Monday, December 6, 2010, at 7:15 p.m., in the Council Chambers of the South Windsor Town Hall, 1540 Sullivan Avenue, South Windsor, Connecticut as the time and place for a Public Hearing to receive citizen input on the Appropriation of $15,000,000 for the Financing of The Connecticut Studios Project and Authorizing the Issuance and Sale of not Exceeding $15,000,000 Special Obligation Revenue Bonds of the Town of South Windsor, Connecticut to Meet said Appropriation.
    Dated at South Windsor, Connecticut this 29th day of November, 2010.



Attested to by:                                         
                        Deborah W. Reid
                        Clerk of the Council



AGENDA

TOWN COUNCIL       REGULAR MEETING
COUNCIL CHAMBERS                                                  MONDAY, DECEMBER 6, 2010
SOUTH WINDSOR TOWN HALL                                                           TIME:  8:00 P.M.


1.      Call Meeting to Order

2.      Prayer:  Pastor Ken Gustafson, Calvary Church

3.      Pledge of Allegiance

4.      Roll Call

5.      Public Input
[Per Town Council Rules, this segment of the meeting shall not exceed twenty (20) minutes unless extended by the Mayor, with the consent of a majority of the Town Council.]

6.      Environmental Health & Safety Message

7.      Adoption of Minutes of Previous Meetings

8.      Public Petitions

9.      Communications from Officers and Boards Directly Responsible to Council

10.     Communications and Reports from Town Manager
[Per Town Council Rules, this segment of the meeting shall not exceed ten (10) minutes unless extended by the Mayor, with the consent of a majority of the Council.]

11.     Reports from Standing Committees

12.     Reports of Temporary Committees

13.     Communications and Petitions from Council
[Per Town Council Rules, this segment of the meeting shall not exceed twenty (20) minutes unless extended by the Mayor, with the consent of a majority of the Council.]

14.     Public Participation
[Per Town Council Rules, this segment of the meeting shall not exceed thirty (30) minutes unless extended by the Mayor, with the consent of a majority of the Town Council.]



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AGENDA
Regular Meeting – Town Council
Monday, December 6, 2010


15.     Consent Agenda
[All items listed with an asterisk (*) are considered to be routine by the Town Council and will be enacted by one Motion.  There will be no separate discussion of these items unless a Council member so requests, in which event the item will be removed from the General Order of Business and be considered in its normal sequence on the Agenda.]

16.     Unfinished Business

* A.    Resolution Appointing Phil Koboski (R) to the South Windsor Agricultural Land Preservation Commission

* B.    Resolution Reappointing Elizabeth Warren (R) to the South Windsor Agricultural Land Preservation Commission

* C.    Resolution Reappointing Tim Shepard (R) to the South Windsor Agricultural Land Preservation Commission

* D.    Resolution Reappointing Jonathan Foster (R) to the South Windsor Agricultural Land Preservation Commission

* E.    Resolution Appointing Bill Jodice (R) to the Economic Development Commission

* F.    Resolution Reappointing Teri Dickey-Gaignat (R) to the Patriotic Commission

* G.    Resolution Reappointing Joan Murphy (R) to the Housing Authority

* H.    Resolution Appointing Teri Dickey-Gaignat (R) to the Zoning Board of Appeals

* I.    Resolution Appointing Carolyn Carey (R) to the Human Relations Commission

17.     New Business

* A.    Resolution Reappointing Cliff Slicer (D) an Alternate to the Board of Assessment Appeals and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting



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AGENDA
Regular Meeting – Town Council
Monday, December 6, 2010


17.     New Business (Continued)

* B.    Resolution Reappointing Cile Decker (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

* C.    Resolution Reappointing Joseph Kennedy (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

* D.    Resolution Reappointing James Kupchunos (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

* E.    Resolution Reappointing Robert Waldron (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

* F.    Resolution Reappointing Sandy Jeski (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

* G.    Resolution Reappointing Jean Klein (D) to the Historic District Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting

 H.    Resolution Authorizing the Board of Education to Proceed with Preparation of the Necessary Schematic Drawings and Outline Specifications for the Handicapped Accessibility Code Compliance Renovations and Improvements at South Windsor High School

 I.    Resolution Approving a Refund of Taxes to Fifty (50) South Windsor Taxpayers

 J.    Resolution Appropriating $15,000,000 for the Financing of The Connecticut Studios Project and Authorizing the Issuance and Sale of Not Exceeding $15,000,000 Special Obligation Revenue Bonds of the Town of South Windsor, Connecticut to Meet Said Appropriation


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AGENDA
Regular Meeting – Town Council
Monday, December 6, 2010


17.     New Business (Continued)

K.      Resolution Adopting a Town Council Policy Disabling South Windsor Town Council Members to be an Employee of or Consultant to Connecticut Studios LLC

18.     Passage of Ordinance

19.     Communications and Petitions from Council (Continued)
[This Agenda Item permits continued communications not covered under Item #13 due to time restraints.]

20.     Communications and Reports from Town Manager (Continued)
[This Agenda Item permits continued communications not covered under Item #10 due to time restraints.]

21.     Executive Session

A.      Discussion regarding Connecticut Studios – Contractual Strategies

22.     Adjournment     




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RESOLUTIONS


Monday, December 6, 2010


7.      Adoption of Minutes of Previous Meetings
        (Councillor McCann)

        BE IT RESOLVED that the South Windsor Town Council approves the Minutes of the following Town Council Meetings:  Work Session of November 15, 2010; Public Hearings (2) of November 15, 2010; and Regular Meetings of October 18, 2010 and November 15, 2010.

15.     Consent Agenda
(Councillor Bazzano and Councillor Yagaloff)

        Motion to approve Agenda Item 16. A. through 16. I. and Item 17. A. through 17. G. as the Consent Agenda.
        (Please read dark headings, only, on Consent Agenda items.)

16.     Unfinished Business

* A.    Resolution Appointing Phil Koboski (R) to the South Windsor Agricultural Land Preservation Commission
        (Councillor Bazzano)

        BE IT RESOLVED that the South Windsor Town Council hereby appoints Phil Koboski (R) to the South Windsor Agricultural Land Preservation Commission for a term ending November 30, 2013 to fill the expired term of Frank Intino.

* B.    Resolution Reappointing Elizabeth Warren (R) to the South Windsor Agricultural Land Preservation Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Elizabeth Warren (R) to the South Windsor Agricultural Land Preservation Commission for a term ending November 30, 2013.



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


16.     Unfinished Business (Continued)


* C.    Resolution Reappointing Tim Shepard (R) to the South Windsor Agricultural Land Preservation Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Tim Shepard (R) to the South Windsor Agricultural Land Preservation Commission for a term ending November 30, 2013.

* D.    Resolution Reappointing Jonathan Foster (R) to the South Windsor Agricultural Land Preservation Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Jonathan Foster (R) to the South Windsor Agricultural Land Preservation Commission for a term ending November 30, 2013.

* E.    Resolution Appointing Bill Jodice (R) to the Economic Development Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby appoints Bill Jodice (R) to the Economic Development Commission for a term ending November 30, 2011 to fill a vacancy.

* F.    Resolution Reappointing Teri Dickey-Gaignat (R) to the Patriotic Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Teri Dickey-Gaignat (R) to the Patriotic Commission for a term ending August 31, 2013.

* G.    Resolution Reappointing Joan Murphy (R) to the Housing Authority
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Joan Murphy (R) to the Housing Authority for a term ending November 30, 2015.


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


16.     Unfinished Business (Continued)

* H.    Resolution Appointing Teri Dickey-Gaignat (R) to the Zoning Board of Appeals
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby appoints Teri Dickey-Gaignat (R) to the Zoning Board of Appeals for a term ending November 30, 2011 to fill a vacancy.

* I.    Resolution Appointing Carolyn Carey (R) to the Human Relations Commission
(Councillor Bazzano)

BE IT RESOLVED that the South Windsor Town Council hereby appoints Carolyn Carey (R) to the Human Relations Commission for a term ending November 30, 2013 to fill a vacancy.

17.     New Business

* A.    Resolution Reappointing Cliff Slicer (D) an Alternate to the Board of Assessment Appeals and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Cliff Slicer (D) an Alternate to the Board of Assessment Appeals for a term ending November 30, 2014 and postpones consideration of this motion until the Town Council’s next regular scheduled meeting.

* B.    Resolution Reappointing Cile Decker (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Cile Decker (D) to the Agricultural Land Preservation Advisory Commission for a term ending November 30, 2013 and postpones consideration of this motion until the Town Council’s next regular scheduled meeting.



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     New Business (Continued)

* C.    Resolution Reappointing Joseph Kennedy (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Joseph Kennedy (D) to the Agricultural Land Preservation Advisory Commission for a term ending November 30, 2013 and postpones consideration of this motion until the Town Council’s next regularly scheduled meeting.

* D.    Resolution Reappointing James Kupchunos (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints James Kupchunos (D) to the Agricultural Land Preservation Advisory Commission for a term ending November 30, 2013 and postpones consideration of this motion until the Town Council’s next regularly scheduled meeting.

* E.    Resolution Reappointing Robert Waldron (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Robert Waldron (D) to the Agricultural Land Preservation Advisory Commission for a term ending November 30, 2013 and postpones consideration of this motion until the Town Council’s next regularly scheduled meeting.


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     New Business (Continued)

* F.    Resolution Reappointing Sandy Jeski (D) to the Agricultural Land Preservation Advisory Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Sandy Jeski (D) to the Agricultural Land Preservation Advisory Commission for a term ending November 30, 2013 and postpones consideration of this motion until the Town Council’s next regularly scheduled meeting.

* G.    Resolution Reappointing Jean Klein (D) to the Historic District Commission and Postponing Consideration of this Motion until the Town Council’s Next Regularly Scheduled Meeting
(Councillor Yagaloff)

BE IT RESOLVED that the South Windsor Town Council hereby reappoints Jean Klein (D) to the Historic District Commission for a term ending November 30, 2015 and postpones consideration of this motion until the Town Council’s next regularly scheduled meeting.

 H.    Resolution Authorizing the Board of Education to Proceed with Preparation of the Necessary Schematic Drawings and Outline Specifications for the Handicapped Accessibility Code Compliance Renovations and Improvements at South Windsor High School
(Councillor Favreau)

WHEREAS, a referendum appropriating $1,100,000 for Handicap Accessibility Code Compliance Renovations and Improvements at South Windsor High School and authorizing the issuance of $1,100,000 bonds of the Town to meet said appropriation and pending the issuance thereof the making of Temporary Borrowings for such purpose was approved by the South Windsor residents at the Election held on November 2, 2010; and

WHEREAS, on November 29, 2010, the South Windsor Town Council appointed the South Windsor Board of Education as the Building Committee for Handicapped Accessibility Code Compliance Renovations and Improvements to be done at South Windsor High School



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     H.      (Continued)

NOW, THEREFORE, BE IT RESOLVED that the South Windsor Town Council authorizes the South Windsor Board of Education to proceed with preparation of the necessary schematic drawings and outline specifications for the project and authorizes South Windsor’s Superintendent of Schools to file an application for a school construction project grant.

I.      Resolution Approving a Refund of Taxes to Fifty (50) South Windsor Taxpayers
(Councillor Delnicki)

BE IT RESOLVED that the South Windsor Town Council hereby approves a refund of property taxes to fifty (50) South Windsor Taxpayers, the total of said refund being $8,545.63, and as more fully described on attached Exhibit A.

J.      Resolution Appropriating $15,000,000 for the Financing of The Connecticut Studios Project and Authorizing the Issuance and Sale of Not Exceeding $15,000,000 Special Obligation Revenue Bonds of the Town of South Windsor, Connecticut to Meet Said Appropriation
(Councillor Hale)

WHEREAS, the Town of South Windsor, Connecticut (the “Town”) is a political subdivision of the State of Connecticut (the “State”); and

WHEREAS, the Town is authorized pursuant to Chapter 132, Municipal Development Projects, Sections 8-186 to 8-200b, inclusive (as amended from time to time, the “Act”), of the General Statutes of Connecticut, Revision of 1958, as amended (as amended from time to time, the “Connecticut General Statutes”), to undertake a development project for the assembly, improvement and disposition of land or buildings, or both, to be used principally for industrial or business purposes, including, but not limited to, any commercial, financial or retail enterprise, including any enterprise which promotes tourism and any property that produces income; and

WHEREAS, pursuant to the Act, the Town is authorized to and has by vote of its Town Council on September 15, 1997 designated the South Windsor Redevelopment Agency as its development agency (the “Development Agency”) and is authorized to exercise through the Development Agency the powers granted to the Town under the Act; and

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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

WHEREAS, pursuant to the Act, the Development Agency adopted a project plan entitled “I-291 Corridor District Municipal Development Project dated May 2003”, on July~7, 2003 (the “Original Project Plan”); and

WHEREAS, pursuant to Section 8-189(b)(2) of the Act, in order for the Original Project Plan to remain in effect, the Town Council is required to review and reapprove, or amend the Original Project Plan, a minimum of once each ten-year period commencing from the time of the initial approval; and

WHEREAS, the Development Agency has prepared a First Amendment to Project Plan, dated October 2010 (the “First Amendment”), to comply with the provision of Section 8-189(b)(2) of the Act and to amend and supplement the Original Project Plan for the Connecticut Studios Project (defined below); and

WHEREAS, the Original Project Plan, as amended by the First Amendment (the “Project Plan”), has been submitted to the South Windsor Planning and Zoning Commission and the Capitol Region Council of Governments in accordance with the Act to determine that it is in accord with the plan of development for the Town and the region, respectively; and

WHEREAS, the Project Plan establishes a project area generally bounded by Route 5 to the west, Chapel Road to the north, Long Hill Road to the east, and Burnham Road to the south, and more particularly described in Appendix A thereto (the “Project Area”); and

WHEREAS, Connecticut Studios, LLC, a Connecticut limited liability company (the “Developer”), has requested financing for: (a) the acquisition, construction and development of a motion picture studio, including all or a portion of the following components: four (4) buildings containing nine (9) sound stages totaling approximately 161,600 square feet of space, approximately 103,200 square feet of full service finished production offices, approximately 73,500 square feet of mill and storage facilities for set and sound stage creation and storage, including 13,575 square feet of television sound stage and 3,750 square feet of commissary space, and outdoor parking, a 100-150 room business class hotel, four (4) full service restaurants, and approximately 16,000 square feet of retail space, and other facilities, roads, sewers, water lines, and other supporting infrastructure within the Project Area, as permitted by the Project Plan, (b) the funding of

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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

capitalized interest on the Series 2011 Bonds (defined herein); (c) the funding of a debt service reserve fund for the Series 2011 Bonds; and (d) the payment of certain costs of issuance, administrative expenses and credit enhancement fees, if any, with respect to the Series 2011 Bonds (collectively, the “Connecticut Studios Project”); and

WHEREAS, the Connecticut Studios Project will be located on parcels of land within the Project Area as more particularly described in Schedule A attached hereto (the “Connecticut Studios Project District”); and

WHEREAS, the Town has agreed to pledge one hundred percent (100%) of the assessed real property taxes and payments in lieu of taxes, if any, each fiscal year in excess of the real property taxes and payments in lieu of taxes, if any, which would be produced by applying the then current tax rate of the Town to the total sum of the assessed value of real property in the Connecticut Studios Project District as of July 7, 2003 (the effective date of the Original Project Plan) (the “Tax Increment Revenue”), to secure the payment of the principal or purchase price of, the redemption price and interest on, and certain administrative expenses in connection with bonds, notes, temporary notes, interim certificates, debentures or other obligations of the Town (“Bonds”), to finance the Connecticut Studios Project; and

WHEREAS, the Town has agreed to establish by ordinance (the “SSD Ordinance”) a special services district within the same boundaries as the Connecticut Studios Project District to be known as the Connecticut Studios Project Special Services District (the “CSP Special Services District”) pursuant to Chapter 105a, Municipal Special Services Districts, Sections 7-339m to 7-339t, inclusive (as amended from time to time, the “SSD Act”), of the Connecticut General Statutes, to promote the economic and general welfare of the Town’s citizens and property owners through the preservation, enhancement, protection and development of the economic health of the Town; and

WHEREAS, the Developer and the other holders of record of a taxable interest in real property within the Connecticut Studios Project District, if any, will hold a referendum to approve the SSD Ordinance; and




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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

WHEREAS, the CSP Special Services District will enter into a contract with the Town (the “CSP SSD Services Contract”) to provide services which the Town is authorized to provide in connection with the CSP Special Services District’s construction, ownership, operation and maintenance of public and common improvements which are part of the Connecticut Studios Project (the “CSP SSD Services”); and

WHEREAS, the SSD Ordinance will provide for a levy on real property within the CSP Special Services District (“CSP SSD Tax Revenue”), which shall be an obligation of the Town to impose such levy as a municipal levy, in addition to the regular municipal levy, and to collect such levy for the benefit of the District to pay for the CSP SSD Services; and

WHEREAS, the Town has agreed to utilize the CSP SSD Tax Revenue collected pursuant to the CSP SSD Services Contract to secure the payment of the principal or purchase price of, the redemption price and interest on, and certain administrative expenses in connection with Bonds, to finance the Connecticut Studios Project; and

WHEREAS, in accordance with the Act, the Town, acting by and through the Development Agency, is authorized to issue from time to time Bonds of the Town which are payable solely from and secured by (a) a pledge of and lien upon any and all of the income, proceeds and revenues of development projects, (b) taxes or payments in lieu of taxes, or both, in whole or in part, allocated to and paid into a special fund, or (c) any combination of the methods in (a) or (b); and

WHEREAS, the Town, in order to secure the Bonds, shall allocate to and when collected, shall pay (a) the Tax Increment Revenue into the Revenue Fund established under the Trust Indenture (defined below) pursuant to the Act, and (b) the CSP SSD Tax Revenue into the Revenue Fund pursuant to the SSD Act; and



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

WHEREAS, the Town has determined to issue not exceeding $15,000,000 aggregate principal amount of Bonds to be designated “Town of South Windsor, Connecticut (acting by and through the South Windsor Development Agency) Special Obligation Revenue Bonds (Connecticut Studios Project), Series 2011”, or such other designation as shall be determined for such Bonds (the “Series 2011 Bonds”), to finance the Connecticut Studios Project; and

WHEREAS, the issuance of the Series 2011 Bonds and the use of the proceeds thereof will be in furtherance of the purposes of the Act, will encourage development in the Project Area, will expand the tax base of the Town over time, and will create employment opportunities in the Town;

NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of South Windsor:

Section 1.      In furtherance of the underlying purposes of the Act, the Town hereby appropriates not exceeding $15,000,000 to finance the Connecticut Studios Project, grants a pledge of and a security interest in the Tax Increment Revenue and the CSP SSD Tax Revenue to secure the payment of the principal or purchase price of, the redemption price and interest on, and certain administrative expenses in connection with the Series 2011 Bonds, and authorizes the issuance of not exceeding $15,000,000 aggregate principal amount of the Series 2011 Bonds to meet said appropriation subject to the provisions of this Resolution and a Trust Indenture (the “Trust Indenture”), by and between the Town and a state banking corporation or national banking association to be appointed by the Town Manager and the Town Treasurer to serve as trustee (the “Trustee”); provided that (a) Tax Increment Revenue and CSP SSD Tax Revenue in excess of the payment of the principal or purchase price of, the redemption price and interest on, and certain administrative expenses in connection with the Series 2011 Bonds shall be transferred to the Town on at least an annual basis, free and clear from the pledge of the Trust Indenture; and (b)~Tax Increment Revenue and CSP SSD Tax Revenue collected during any period in which the principal or purchase price of, the redemption price and interest on, or certain administrative expenses in connection with the Series 2011 Bonds is financed from the proceeds of the Series 2011 Bonds shall be transferred to the Town on at least an annual basis, free and clear from the pledge of the Trust Indenture.

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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

The Series 2011 Bonds shall be special obligations of the Town and shall be payable solely from Tax Increment Revenue, the CSP SSD Tax Revenue and other receipts and moneys pledged therefore pursuant to the Trust Indenture.  The Series 2011 Bonds shall not constitute a pledge of the faith and credit of the State, the Town or the Development Agency, shall not constitute or give rise to any right on the part of any bondholder to compel the exercise of the taxing power of the State or the Town (except as otherwise specifically set forth in the Trust Indenture with respect to the Town’s pledge of the Tax Increment Revenue), shall not subject the State, the Town or the Development Agency to any liability thereon (except as otherwise specifically set forth in the Trust Indenture with respect to the Town’s pledge of the Tax Increment Revenue and the CSP SSD Tax Revenue), shall not be payable out of any funds or properties other than those pledged therefore under the Trust Indenture, and shall not be subject to the debt limitation prescribed by Section 7-374 of the Connecticut General Statutes.

The Series 2011 Bonds shall be of an aggregate principal amount, of such series, in such principal amounts, be dated, mature on such dates (not exceeding thirty (30) years from their date), bear interest at such fixed or variable rates, bear interest which shall be excluded or included in gross income (or any combination thereof) for federal income tax purposes, be payable as to principal and interest at such places and in such medium of payment, be in such denominations and forms, carry such exchange or registration privileges, have such rank or priority, be executed in such manner, be subject to such terms of purchase and redemption, and contain such other provisions and particulars (collectively, the “Bond Terms and Conditions”) set forth in the Trust Indenture, as shall be determined by the Town Manager and the Town Treasurer.  The Series 2011 Bonds shall be executed in the name and on behalf of the Town by the manual or facsimile signature of the Town Manager and the Town Treasurer, provided at least one such signature shall be a manual signature, and shall be sealed with the Town’s corporate seal or a facsimile thereof.  The Town Manager and the Town Treasurer are authorized to determine the type and amount of annual administrative expenses in connection with the Series 2011 Bonds to be paid from Tax Increment Revenue and CSP SSD Tax Revenue.  The Town Manager and the Town Treasurer are authorized to execute and


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

deliver the Trust Indenture, and amendments or supplements thereto, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of the Trust Indenture containing such provisions.

Issuance of the Series 2011 Bonds shall be subject to the satisfaction of the following conditions:

  • Adoption of the Project Plan (as amended by the First Amendment to Project Plan) by the Development Agency in accordance with the Act;
  • Approval of the Project Plan ( as amended by the First Amendment to Project Plan) by the Town Council in accordance with the Act;
  • Establishment of the CSP Special Services District pursuant to the SSD Ordinance, including appointment of an initial board of commissioners, by the Town Council;
  • Approval of the SSD Ordinance by the Developer and the other holders of record of a taxable interest in real property within the Connecticut Studios Project District;
  • Execution and delivery of the CSP SSD Services Contract;
  • Delivery of a market study acceptable to the Underwriter (defined herein);
  • Delivery of an appraisal acceptable to the Underwriter;
  • There have been no changes to the scope of the Connecticut Studios Project having a material impact on the projections of Tax Increment Revenue and CSP SSD Tax Revenue, as determined by the Town Manager and the Town Treasurer;
  • Bond Terms and Conditions acceptable to the Underwriters;



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

  • Amendment to the Purchase and Sale Agreement, dated on or about May 18, 2009 (the Purchase and Sale Agreement”), by and between the Developer and the South Windsor Redevelopment Agency to provide that the Town’s obligations to provide financing to the Developer pursuant to Section 8.1 of the Purchase and Sale Agreement have been satisfied, in a form acceptable to the Town Manager and the Town Treasurer; and
  • Satisfaction of any terms and conditions set forth in the Trust Indenture.
Section 2.      Prior to the issuance of the Series 2011 Bonds, the Town Manager and the Town Treasurer are authorized to issue Bonds in the form of notes, temporary notes, interim certificates, debentures or other obligations of the Town (“Notes”) pursuant to Section 8-192 of the Act to finance the Connecticut Studios Project.  Such Notes shall be signed by the manual or facsimile signatures of the Town Manager and the Town Treasurer, have the seal of the Town or a facsimile thereof affixed, be payable at a bank or trust company designated by the Town Manager and the Town Treasurer, be approved as to their legality by Robinson & Cole LLP, bond counsel, and be certified by a bank or trust company designated by the Town Manager and the Town Treasurer.  Such Notes shall be secured as provided by, and shall be issued with maturity dates which comply with, the provisions of the Act.  The net interest cost on the notes, including renewals thereof, and the expense of preparing, issuing and marketing the Notes, to the extent paid from the proceeds of such renewals or Series~2011 Bonds, may be included in the cost of the Connecticut Studios Project.  Upon the sale of the Series 2011 Bonds, the proceeds thereof, to the extent required, shall be applied forthwith to the payment of the principal of and the interest on any Notes then outstanding or shall be deposited with a bank or trust company in trust for such purpose.

Section 3.      The Series 2011 Bonds or Notes may be sold, in the discretion of the Town Manager and Town Treasurer, in a competitive offering or by negotiation.  If sold in a competitive offering, the Series 2011 Bonds or Notes shall be sold at not less than par and accrued interest, if any, on the basis of the lowest net or true interest cost to the Town.  A notice of sale or a summary thereof describing the Series 2011

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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

Bonds or Notes and setting forth the terms and conditions of the sale may be published in advance of the sale in a recognized publication carrying municipal bond notices and devoted primarily to financial news and the subject of state and municipal bonds.  If sold by negotiation, the Town Manager and the Town Treasurer are authorized to appoint an underwriting firm or firms (the “Underwriter”) and the Series 2011 Bonds or Notes shall be sold pursuant to the terms of a bond purchase agreement or placement agreement (“Purchase Agreement”), at such prices and upon such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town.  The Town Manager and the Town Treasurer are authorized to execute and deliver the Purchase Agreement, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such Purchase Agreement containing such provisions.

Section 4.      The Town Manager and the Town Treasurer are authorized to prepare and distribute, or cause the preparation and distribution of, a preliminary and/or final official statement or placement memorandum containing customary information regarding the Town, the Project Area, the Connecticut Studios Project District, the Connecticut Studios Project, the Series 2011 Bonds or Notes, the security and sources of payment therefore, the plan of finance for the Connecticut Studios Project, and such other information as determined by the Town Manager and the Town Treasurer to be in the best interests of the Town in order to sell the Bonds (“Offering Memoranda”).  The Town Manager and the Town Treasurer are authorized to execute and deliver Offering Memoranda containing such information as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such Offering Memoranda containing such information.

Section 5.      The Town Manager and the Town Treasurer are authorized to negotiate and approve the terms and conditions of, including necessary covenants, limitations and restrictions on the Town necessary to obtain, letters of credit, lines of credit, financial guaranty insurance policies, standby bond purchase agreements, guarantees of the


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

Developer or third parties, surety agreements, or any similar agreements (“Credit Facilities”) with one or more financial institutions or other persons providing Credit Facilities (“Credit Facility Providers”) to provide additional security for and for the purchase upon tender of the Series 2011 Bonds or Notes, if any, under circumstances set forth in the Trust Indenture.  The Town Manager and the Town Treasurer are authorized to execute and deliver commitments, reimbursement agreements, policies and such other documents pertaining to Credit Facilities, on such terms and conditions, including necessary covenants, limitations and restrictions on the Town necessary to enter into Credit Facilities, as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such Credit Facilities containing such provisions.

Section 6.      The Town Manager and the Town Treasurer are authorized to appoint remarketing agents, investment banking firms or other financial institutions (“Reoffering Agents”) to determine the interest rate on variable rate Series 2011 Bonds or Notes.  The Town Manager and the Town Treasurer are authorized to approve the terms and conditions of, including necessary covenants, limitations and restrictions on the Town necessary to enter into remarketing agreements and other agreements with the Reoffering Agents (“Reoffering Agreements”), which shall provide for, among other things, the terms and conditions for reoffering variable rate Series 2011 Bonds or Notes, the Reoffering Agents’ compensation and the disclosure of the Town’s financial condition.  The Town Manager and the Town Treasurer are authorized to execute and deliver Reoffering Agreements, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such Reoffering Agreements containing such provisions.

Section 7.      The interest on all or a portion of the Series 2011 Bonds or Notes may be includable in the gross income of the holders thereof under the Internal Revenue Code of 1986, as amended (the “Code”), and if includable, it is determined to be in the public interest to finance the Connecticut Studios Project.


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

Section 8.      The Town Manager and the Town Treasurer are authorized to execute and deliver a continuing disclosure agreement, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such continuing disclosure agreement containing such provisions, to comply with the requirements of Section 15c2-12(b)(5) of the Securities Exchange Act of 1934, as amended.

Section 9.      The Town Manager and the Town Treasurer are authorized to execute and deliver a tax regulatory agreement, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such tax regulatory agreement containing such provisions, to ensure that the interest on any of the Series 2011 Bonds or Notes intended to be excluded from gross income pursuant to the Code, shall be so excluded.

Section 10.     The Town Manager and the Town Treasurer are authorized to execute, deliver and assign to the Trustee the CSP SSD Services Contract, a tax payment agreement, security agreements, and such other agreements with the CSP Special Services District, the Developer, the Trustee and other parties, in accordance with the Act, the SSD Act and other provisions of the Connecticut General Statutes, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such agreements containing such provisions.

Section 11.     The Town Manager and the Town Treasurer are authorized to execute and deliver a development agreement with the Developer, if necessary, on such terms and conditions as shall be determined by the Town Manager and the Town Treasurer to be in the best interests of the Town as evidenced by their execution of the final form of such development agreement containing such provisions.


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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     J.      (Continued)

Section 12.     The Town Manager and the Town Treasurer are authorized to appoint, and if any such appointment shall heretofore have been made by the Town Manager or the Town Treasurer, such appointment is hereby ratified and confirmed, the Trustee, the Underwriter and such additional firms or professionals, or substitute firms or professionals, as shall be necessary or appropriate to consummate the transactions contemplated by this Resolution and the foregoing documents.

Section 13.     The Town Manager and the Town Treasurer are authorized, and if any such action shall heretofore have been taken by the Town Manager or the Town Treasurer, such action is hereby ratified and confirmed, (i) to publish such notices, hold such hearings, make such representations and agreements, and take such other actions as shall be necessary to issue the Series 2011 Bonds or Notes authorized by this Resolution and exclude the interest on such Series 2011 Bonds or Notes from gross income for federal income tax purposes, (ii) to make, execute and deliver all such additional instruments, agreements, certificates, and documents, including, but not limited to, any tax compliance agreements, tax certificates, tax forms, investment agreements or assignments, and (iii) to do and perform such acts and to take such actions as may be necessary or required for the consummation of the transactions provided for and contemplated by this Resolution and any supplements or amendments thereto and the financing or reimbursing of the costs of the Connecticut Studios Project and related expenses.

Section 14.     This Resolution shall take effect immediately; provided, however, that the authority granted hereunder for the issuance of the Series 2011 Bonds shall expire on January 1, 2012.



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


17.     New Business (Continued)

K.      Resolution Adopting a Town Council Policy Disabling South Windsor Town Council Members to be an Employee of or Consultant to Connecticut Studios LLC
(Councillor McCann)

WHEREAS, the Town Council has been working with Connecticut Studios LLC with the objective of providing financial and other assistance in connection with the development of motion pictures studios, mill space for set construction and storage, a visitor’s center, a hotel, restaurants, retail space and other facilities (the “Studios Project”) to be located within the I-291 Corridor District established in 2003 by the South Windsor Redevelopment Agency; and

WHEREAS, the Town Council desires to avoid any appearance of impropriety or conflict of interest in connection with its evaluation of the Studios Project and actions that it takes with respect to the Studios Project, including the issuance of any bonds in connection with the Project

NOW, THEREFORE, BE IT RESOLVED that the Town Council hereby adopts as a Town Council Policy that any member of the Town Council who participates in any Council discussions or votes on or after December 1, 2010 with respect to the issuance of tax increment revenue bonds or other bonds issued by the Town for the benefit of the Studios Project shall be disabled for a period of one (1) year from the date of the sale of any such bonds from becoming an employee of or consultant to Connecticut Studios LLC, any affiliate thereof or any other entity with a substantial financial interest in the Studios Project; and

BE IT FURTHER RESOLVED that the Town Council directs the Town Manager to seek a binding commitment from Connecticut Studios LLC that neither it nor any affiliate of it or any other entity with a substantial financial interest in the Studios project will employ or compensate any member or former member of the Town Council who has participated in any Council discussions or votes with respect to the issuance of tax increment revenue bonds or other bonds for the benefit of the Studios Project, for a period of one (1) year following the date of the sale of any such bonds.



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RESOLUTIONS
Regular Meeting – Town Council
Monday, December 6, 2010


18.     Passage of Ordinance

19.     Communications and Petitions from Council (Continued)
[This Agenda Item permits continued communications not covered under Item #13 due to time restraints.]

20.     Communications and Reports from Town Manager (Continued)
[This Agenda Item permits continued communications not covered under Item #10 due to time restraints.]

21.     Executive Session

A.      Discussion regarding Connecticut Studios – Contractual Strategies

22.     Adjournment




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