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Home My WebLink AboutCity Council Resolution 1997-046is OF ��II� l • • Y !• 'M TM T ri�•I QTY OF PLYMOUTH 3BSOLU7ION NO: 97-46 =SBURSEMENTS FOR THE PMUOD NG JANUARY 10, 1997 for the period ending as presented to the City Council for - EBY RESOLVED BY THE CITY COUNCIL OF THE :STA, that the payment of the list of disbursements of the S 819,464.61 Service S 5279999.59 $ 546,397.37 r - "Authority $ 108,406.19 JNDS S 2,002,267.76 y 22, 1997. nsistent with such the execution W and directed to ted as of Janua- .y 1, ad, when executed xrned to be a part of herein and shall be The Regulatory a. date hereof, which ions as are not i, shall determine: ence of such 3 and directed to ecurity Agreement, 'Wer to the Issuer, xuted by the ted as of Jamqkry 'rustee and Fannie mgage,the Senior fully and to the d effect from the tote and the I I 11 -_ - -fives, and agreements of the Issuer to the full extent authorized or permitted by and all such covenants, stipulations, obligations, representations, and agreements shall - Iing upon the Issuer. ExLept as otherwise provided in this resolution, all rights, _s, and privileges conferred, and duties and liabilities `:inposed, upon the Issuer by the sions of this resolution or of the Series A Indenture, the Series B Indenture or other -- -s referred to above shall be exercised or performed by the Issuer, or by such board, body, or agency as may be required or authorized by law to exercise such s and to perform such duties. No covenant, stipulation, obligation, repreaentation, or herein contained or contained in the Series A Indenture, the Series B Indenture or document T refer -cd to above shall be deemed to be a covenant, stipulation, obligation, - - -ion, or agreement of any officer, agent, or employee of the Issuer in that person's Cvidual capacity, and neither the City Councilmembers of the Issuer nor any officer or ;')yee executing the Series A Bonds or the Series B Bonds shat be liable personally on Series A Bonds or the Series B Bonds or be subject to any personal liability or )untability by rerson of the issuance thereof. Section -12. Except as herein otherwise expressly provided, nothing in this res3lution the Series A Indenture or the Series B Indenture, expressed or implied, is intended or be construed to confer upon any person, firm, or corporation other than the Issuer, and Trustee, as fiduciary for owners of cite Series A Bonds and the Series B Bonds, any remedy, or claim, legal or equitable, under and by reason of this resolution or any '_ '3n hereof or of the Series A Indenture, the Series B Indenture or any provision -of, this resolution, the Series A Indenture, the Series B Indenture mid all of their ;?isions being intended to be and being for the sole and exclusive benefit of the Issuer and Trustee as fiduciary for owners of the Series A Bonds and the Series B Bonds issued -9- • under the provisions of this, resolution and the Series A Indenture and the Series B Indenture, respectively, and the Borrower to the extent expressly provided in the Series A Indenture and the Series B Indenture, respectively. Section 13. In case any one or more of the provisions of this resolution or of the Series A Indenture, the Series B Indenture or of the Series A Bonds or Series B 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 Series A Indenture, the Series B Indenture or of the Series A Bonds or Series B Bonds, but this resolution, the Series A Indenture, the Series B Indenture and the Series A Bonds and the Series B Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Series A Indenture and the Series B Indenture, the pledge of revenues derived from the Project referred to in the Series A Indenture and the Series B Indenture, the pledge of collateral derived from the Project referred to in the Series A Indenture and the Series B Indenture, the creation of the fltnds provided for in the Series A Indenture and the Series B Indenture, the provisions relating to the application of the proceeds derived from the We of the Series A Bonds and the Series B Bonds pursuant to and under the Series A Indenture and the Series B Indenture, respectively, and the application of said revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the Issuer contained in the Series A Indenture and the Series B Indenture, and the invalidity of the Series A Indentare or the Series B Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer to create such fl+nds and to apply said revenues, other mottles, and proceeds of the Series A Bonds or the Series B Bonds for the purposes, in die manner, and according to the terms and conditions fixed in the Series A Indenture and the Series B Indenture, respectively, it being the intention hervof -10- 0 • that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Series A Indenture and the Series B Indenture, respectively. Section 14. 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 Series A Bonds and the Series B Bonds, and to the execution of the Series A Indenture, the Series B Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series A Bonds and the Series B Bonds, and precedent to the execution of the Series A Indenture and the Series B Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 15. The City Councilmembers of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Series A Indenture, the Series B Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series A Bonds, the Series B Bonds, the Series A Indenture, the Series B Indenture and the other documents referred to above, and this resolution. 5MdQ&j§. The Issuer hereby approves the form, and authorizes the r.se by the Underwriter in connection with the sale of the Series A Bonds, of the final Official Statement, in substalitially the form of the Prelimimuuy Official Statement relating to the Series A Bonds on file with the Issuer as of the date hereof; provided that the Mayor may approve such variations, omissions, and insertions �s are not materially inconsistent with the form approved by this Council on the date hereof and with such changes as shall be -11- s A u necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Official Statement is the sole material authorized by the issuer for use :n connection with the offer and sale of the Series A Bonds, except that copies of the documents referenced above may be provided upon request. Sectio 7. The Issuer hereby approves the form, and author.zes the use by the Underwriter in connection with the sale of the Series B Bonds, of the final Official Statement, in substantially the form of the Preliminary Official Statement relating to the Series B Bonds on file with the Issuer as of the date hereof; provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this Council on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Official Statement is the sole material authorized by the Issuer for use in connection with the offer and sale of the Series B Bonds, except that copies of the documents referenced above may be provided upon request. S, 8. The Mayor and the City Manager are hereby designated and authorized to tai a such administrative action as is permitted or required in connection wit;, the issuance of the Series A Bonds by the Series A Indenture, the Financing Agreement, the Regulatory Agreement, the Senior Mortgage, the Senior Note, the Assignment, the Remarketing Agreement and the Bond Purchase Agreement. Spet_en ". The Mayor and the City Manager are hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Series B Bonds by the Series B Indenture, the Loan Agreement, the Regulatory Agreement, the Subordinate Mortgage, the Subordinate Assignment of Leases, the Subordinate Assignment and the Bond Purchase Agreement. -12- • • Section 20. The Mayor and the City Manager of the Issuer are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Series A Indenture, the Series B Indenture, the Financing Agreement, the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Senior Mortgage, the Senior Note, the Assignment, the Remarketing Agreement, the Subordinate Mortgage, the Subordinate Assignment of Leases, the Subordinate Assignment or any other agreements, certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Series A Bonds, the Series B Bonds, the Series A Indenture, the Series B Indenture or the other documents referred to in this Resolution, or to evidence compliance with Section 142(d) of the Internal Revenue Code of 1986, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section 21. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the Issuer may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Manager of the Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager. -13- n Section 22. This resolution shall be in full force and effect from and after its passage. PASSED AND APPROVED this 22nd day of January, 1997. jbMWan THE CITY OF PLYMOUTH, MINNESOTA -14- •