HomeMy WebLinkAboutCity Council Resolution 1992-322RESOLUTION NO. 92- 322
RESOLUTION AUTHORIZING
THE ISSUANCE AND SALE OF
$2,500,000 VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT
REVENUE BONDS, SERIES 1992 (NUAIRE, INC. PROJECT)
TO FINANCE A PROJECT
BE IT RESOLVED by the Council of the City of Plymouth,
Minnesota, as follows:
1. The Council has received a proposal from the NUAIRE,
Inc., a Minnesota corporation (the "Company") that the City
undertake to refinance a certain Project as herein described, and
pursuant to Minnesota Statutes, Sections 469.152 through 469.165
(the "Act"), through issuance by the City of its $2,500,000
Variable Rate Demand Industrial Development Revenue Bonds, Series
1992 (NUAIRE, Inc. Project) (the "Bonds").
2. It is proposed that, pursuant to a Loan Agreement
dated as of June 11, 1992, between the City and the Company (the
"Loan Agreement"), the City loan the proceeds of the Bonds to the
Company to finance certain capital costs incurred by the Company in
connection with the construction and equipping of an expansion of
its existing manufacturing facility at 2100 Fernbrook Lane in the
City (The "Project"). The basic payments to be made by the Company
under the Loan Agreement are fixed so as to produce revenue
sufficient to pay the principal of, premium, if any, and interest
on the Bonds when due. It is further proposed that the City assign
its rights to the basic payments and certain other rights under the
Loan Agreement to First Trust National Association in St. Paul,
Minnesota (the "Trustee") as security for payment of the Bonds
under an Indenture of Trust dated as of June 1, 1992 (the
"Indenture"). Payment of the Bonds is initially secured by an
irrevocable Letter of Credit to be issued by Norwest Bank
Minnesota, National Association in favor of the Trustee in an
amount equal to the principal amount of the Bonds plus 50 days'
interest thereof. The Bonds are intended to be privately placed
with accredited investors by Norwest Bank Minnesota, National
Association (the "Placement Agent").
3. Pursuant to the preliminary approval of the Council,
forms of the following documents have been submitted to the Council
for approval:
(a) The LQati Agreement
(b) The Indenture
4. It is hereby found, determined and declared that:
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RESOLUTION N0. 92-3_"
(a) it is desirable that the Bonds be issued by the
City upon the terms set forth in the Indenture;
(b) the basic payments under the Loan Agreement are
fixed to produce revenue sufficient to provide for the prompt
payment of principal of, premium, if any, and interest on the
Bonds issued under the Indenture when due, and the Loan
Agreement and Indenture also provide that the Company is
required to pay all expenses of the operation and maintenance
of the Project, including, but without limitation, adequate
insurance thereon and insurance against all liability for
injury to persons or property arising from the operation
thereof, and all taxes and special assessments levied upon or
with respect to the Project Premises and payable during the
term of the Loan Agreement and Indenture; and
(c) under the provisions of Minnesota Statutes,
Section 469.155, and as provided in the Loan Agreement and
Indenture, the Bonds are not to be payable from or charged
upon any funds other than the revenue pledged to the payment
thereof; the City is not subject to any liability thereon; no
holder of any Bonds shall ever have the right to compel any
exercise by the City of its taxing powers to pay any of the
Bonds or the interest or premium thereon, or to enforce
payment thereof against any property of the City except the
interests of the City in the Loan Agreement which have been
assigned to the Trustee under the Indenture; the Bonds shall
not constitute a charge, lien or encumbrance, legal or
equitable upon any property of the City except the interests
of the City in the Loan Agreement which have been assigned to
the Trustee under the Indenture; the Bonds shall recite that
the Bonds are issued without moral obligation on the part of
the state or its political subdivisions, and that the Bonds,
including interest thereon, are payable solely from the
revenues pledged to the payment thereof; and, the Bonds shall
not constitute a debt of the City within the meaning of any
constitutional or statutory limitation.
5. Subiect to the final approval of the City Attorney
the forms of the Loan Agreement and Indenture and exhibits thereto
are approved substantially in the form submitted. The Loan
Agreement and Indenture are directed to be executed in the name and
on behalf of the City by the Mayor and the City Manager. Any other
documents and certificates necessary to the transaction described
above shall be executed and delivered by the appropriate City
officers. Copies of all of the documents necessary to the
transaction herein described shall be delivered, filed and recorded
as provided herein and in the Loan Agreement and Indenture.
6. The City shall proceed forthwith to issue its Bonds,
in the form and upon the terms set forth in the Indenture. The
offer of the Bond Purchaser to purchase the Bonds at par plus
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RESOLUTION NO. 92-322
accrued interest to the date of delivery at the interest rate or
rates specified in the Indenture as of the date of issuance of the
Bonds is hereby accepted. The Mayor and City Manager are
authorized and directed to prepare and execute the Bonds as
prescribed in the Indenture and to deliver them to the Trustee for
authentication and delivery to the Bond Purchaser.
7. The Mayor and City Manager and other officers of the
City are authorized and directed to prepare and furnish to the Bond
Purchaser certified copies of all proceedings and records of the
City relating to the Bonds, and such other affidavits and
certificates as may be required to show the facts relating to the
legality of the Bonds as such facts appear from the books and
records in the officers' custody and control or as otherwise known
to them; and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute
representations of the City as to the truth of all statements
contained therein.
8. The approval hereby given to the various documents
referred to above includes approval of such additional details
therein as may be necessary and appropriate and such modifications
thereof, deletions therefrom and additions thereto as may be
necessary and appropriate and approved by the City Attorney and the
City officials authorized herein to execute said documents prior to
their execution; and said City officials are hereby authorized to
approve said changes on behalf of the City. The execution of any
instrument by the appropriate officer or officers of the City
herein authorized shall be conclusive evidence of the approval of
such documents in accordance with the terms hereof. In the absence
of the Mayor or Manager, any of the documents authorized by this
resolution to be executed may be executed by the Acting Mayor or
City Manager, respectively.
Adopted: June 1 , 1992
Attest
City Clerk
(SEAL)
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