HomeMy WebLinkAboutCity Council Resolution 2003-516CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the
City of Plymouth, Minnesota (the "City"), hereby certify that the attached resolution is a
true copy of Resolution No. 2003-516, entitled: "RESOLUTION AUTHORIZING THE
SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS
UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND APPROVING
AND AUTHORIZING THE EXECUTION OF DOCUMENTS" (the "Resolution"), on
file in the original records of the City in my legal custody; that the Resolution was duly
adopted by the City Council of the City at a meeting on November 10, 2003, and that the
meeting was duly held by the City Council and was attended throughout by a quorum,
pursuant to call and notice of such meeting given as required by law; and that the
Resolution has not as of the date hereof been amended or repealed.
I further certify that upon vote being taken on the Resolution at said meeting, the
following Councilmembers voted in favor thereof. All members voted in favor.
and the following voted against the same:
and the following abstained from voting thereon or were absent: None.
WITNESS my hand officially this 10th day of November, 2003.
City Clerk
RESOLUTION NO. 2003-516
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE
MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND APPROVING AND
AUTHORIZING THE EXECUTION OF DOCUMENTS
SECTION 1
Recitals
1.1 It is proposed that the City of Plymouth (the City) issue its $3,420,000
Variable Rate Industrial Development Revenue Bonds (NuAire, Inc. Project), in one or more
series (the Bonds), to provide financing for a project under the Municipal Industrial
Development Act, Minnesota Statutes, Sections 469.152-469.165, as amended (the Act), on
behalf of NuAire, Inc., a Minnesota corporation (the Company), generally consisting of (i) the
acquisition of certain equipment to be used in, the Company's manufacturing facility located at
2111 Fernbrook Lane in the City, (ii) the refunding of the Variable Rate Demand Industrial
Development Revenue Bonds (NuAire, Inc. Project), Series 1998 (the "Series 1998 Bonds")
issued in the original principal amount of $1,000,000 by the City to finance manufacturing
equipment; and (iii) the refunding of the Variable Rate Demand Industrial Development Revenue
Bonds (NuAire, Inc. Project), Series 2000 (the "Series 2000 Bonds," and together with the Series
1998 Bonds, the "Refunded Bonds") issued in the original principal amount of $1,100,000 by the
City to finance manufacturing equipment (collectively, the "Refinanced Projects") used at the
Facility in the City (the 2003 Project and the Refinanced Projects are referred to herein as the
"Project") and to pay various bond issuance costs. The 2003 Project will be used and the
Refinanced Projects were used in connection with the Company's business of manufacturing air
filtration products. The estimated total cost of the 2003 Project, including financing costs and
contingencies, is approximately $2,000,000, and the total cost of refunding the Refunded Bonds
is approximately $1,420,000.
1.2 The proposal calls for the City and the Company to enter into a Loan
Agreement wherein the City will loan the proceeds of the Bonds to the Company and the
Company will agree to undertake the Project and pay all costs thereof and to repay the loan from
the City by loan repayments to be fixed and revised from time to time as necessary so as to
produce income and revenues sufficient to provide for the prompt payment of the principal of,
premium, if any, and interest on the Bonds and all costs and expenses of the City in connection
with the Project and issuance and sale of the Bonds.
1.3 The Bonds would be initially secured by a direct pay Letter of Credit to be
issued by Wells Fargo Bank Minnesota, National Association to the Trustee designated below.
1.4 Copies of the following documents relating to the Project and the Bonds
have been submitted to this Council for approval and are now on file in the office of the City
Manager:
(a) a Loan Agreement (the Loan Agreement), dated as of December 1,
2003, proposed to be entered into between the City and the Company;
(b) an Indenture of Trust (the Indenture), dated as of December 1, 2003,
proposed to be entered into between the City and U.S. Bank Trust National Association,
as trustee (the Trustee); and
(c) a Bond Placement Agreement (the Placement Agreement), proposed
to be entered into between the Company, the City and Wells Fargo Brokerage Services,
LLC (the Placement Agent).
SECTION 2
Approval of Bond Financing
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PLYMOUTH, MINNESOTA, AS FOLLOWS:
2.1. That it is hereby found, determined and declared that:
(a) The financing of the Project, the issuance and sale of the Bonds and the
execution and delivery of the Loan Agreement, the Indenture and the Placement Agreement are
being undertaken by the City pursuant to the Act and will further the public purposes set forth in
the Act;
(b) The Company has informed the City that the 2003 Project would not be
undertaken at present but for the availability of the financing provided by the Bonds;
(c) The Bonds would be issued by the City upon the terms set forth in the
Indenture, under the provisions of which the City will grant to the Trustee, as security for the
payment of principal of, premium, if any, and interest on the Bonds, a security interest in all of
the City's right, title and interest in the Loan Agreement, except for certain rights of the City for
payment of its fees, its expenses and indemnification;
(d) Under the provisions of the Act and as provided in the Indenture, the Bonds
are not to be payable from nor charged upon any funds of the City, other than the revenues
pledged to the payment thereof pursuant to the Indenture; the City is not subject to any liability
thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing
power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof
against any property of the City, except the revenues pledged to the payment thereof pursuant to
the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the City, except the revenues pledged to the payment thereof pursuant to
the Indenture; each Bond issued under the Indenture shall recite in substance that the Bonds,
including interest thereon, unless paid from proceeds of the Bonds or the Letter of Credit, are
payable solely from the revenues and payments received pursuant to the Loan Agreement and
pledged to the payment thereof pursuant to the Indenture; and no Bond shall constitute a general
or moral obligation or a debt of the City within the meaning of any constitutional or statutory
limitation.
2.2. The forms of the Loan Agreement, the Indenture and the Placement
Agreement (collectively, the "Bond Documents") referred to above are approved. The Mayor
and City Manager are authorized at such time, if any, as they may deem appropriate, in the name
and on behalf of the City, to execute the Loan Agreement, the Indenture and the Placement
Agreement. The documents shall be executed in substantially the form hereinabove approved,
subject to additions thereto and deletions therefrom approved by the officers executing the same,
which approval shall be conclusively presumed upon execution thereof. Said officers are also
authorized to execute such other agreements, instruments and closing certificates as may be
required to give effect to the transactions herein contemplated.
2.3. The City is authorized to proceed forthwith to issue its Variable Rate
Demand Industrial Development Revenue Bonds (NuAire, Inc. Project), Series 2000, in the
principal amount of $3,420,000 and in the form and upon the terms set forth in the Indenture,
which terms are for this purpose incorporated in this resolution and made a part hereof. The
Mayor and City Manager are authorized, at such time, if any, as they may deem appropriate, to
prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee,
together with a certified copy of this resolution and other documents required by the Indenture,
for authentication and delivery to the original purchaser of the Bonds. In case any officer whose
signature shall appear on the Bonds shall cease to be such officer before the delivery thereof,
such signature shall nevertheless be valid and sufficient for all purposes. The Trustee is hereby
appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes, Section
475.55, Subdivision 1, and as paying agent for the Bonds pursuant to the Indenture.
2.4. The Mayor and City Manager and other officers of the City are authorized to
furnish to the Trustee when the Bonds are issued, 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 Bonds as such facts appear from the books and records in the
officers' custody and control or as otherwise known to them.
2.5. The City consents to the distribution of a Placement Memorandum relating
to the Bonds prepared by the Placement Agent, but the City has not participated in the
preparation of or reviewed, and will not participate in the preparation of or review, the Placement
Memorandum except as hereinafter set forth and has not made and will not make any
independent investigation of the facts and statements provided therein; accordingly, the City
assumes no responsibility with respect thereto, including, without limitation, as to matters
relating to the accuracy, completeness or sufficiency of the Placement Memorandum, except for
the material under the captions "THE IS SUER" and "ABSENCE OF MATERIAL
LITIGATION."
2.6. Notwithstanding anything contained in the Bonds or the Bond Documents,
the Bonds shall not constitute a debt of the City within the meaning of any constitutional or
statutory limitation, and shall not be payable from nor shall constitute a charge, lien or
encumbrance, legal or equitable, upon any funds or any property of the City other than the
revenues specifically pledged to the payment thereof pursuant to the Bond Documents, and no
holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the
City to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof
against any property of the City other than those rights and interests of the City which have been
pledged to the payment thereof pursuant to the Bond Documents. The agreement of the City to
perform the covenants and other provisions contained in this resolution or the Bonds or the Bond
Documents shall be subject at all times to the availability of the revenues furnished by the
Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City
shall not be subject to any personal or pecuniary liability thereon.
PASSED by the City Council of the City of Plymouth, Minnesota, this 10th day of
November 2003.