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HomeMy WebLinkAboutCity Council Resolution 2002-356CERTIFICATE 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. 2002-356, entitled: "RESOLUTION RELATING TO REVENUE REFUNDING BONDS (CARLSON CENTER PROJECT), SERIES 2002; AUTHORIZING THE SALE AND ISSUANCE AND 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 August 13, 2002, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 fi rther certify that upon vote being taken on the Resolution at said meeting, the following Councilmembers voted in favor thereof: Mayor Tierney, Councilmembers Harstad, Hewitt, Johnson, Stein, and Black and the following voted against the same: None and the following abstained from voting thereon or were absent: Councilmember Slavik. WITNESS my hand officially this 13th day of August, 2002. City Clerk CITY OF PLYMOUTH RESOLUTION NO. 2002-356 RESOLUTION RELATING TO VARIABLE RATE REVENUE REFUNDING BONDS (CARLSON CENTER PROJECT), SERIES 2002; AUTHORIZING THE SALE AND ISSUANCE AND THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: WIffiREAS, the City issued its General Obligation Tax Increment Bonds of 1984 (the "Series 1984 Bonds") in the original principal amount of $7,000,000, the proceeds of which were used to finance the constriction of an interchange on Carlson Parkway, formerly known as County State Aid Highway 15 and improvements to County State Aid Highway 61; and WIffiREAS, the City issued its Revenue Refunding Bonds, Series 1992, dated April 1, 1992, in the original principal amount of $7,755,000 (the "Series 1992 Bonds"), to refiind the Series 1984 Bonds; and WIffiREAS, pursuant to an Indenture of Trust, dated as of August 1, 2002 (the "Indenture"), between the City and U.S. Bank National Association (the "Trustee"), the City proposes to sell its Revenue Refunding Bonds, Series 2002 (the "Bonds") in the aggregate principal amount of $5,075,000, the proceeds of which would be used, together with any additional funds which might be required, to refiund in advance of maturity the Series 1992 Bonds; and WIffiREAS, the payment of principal of and interest on the Bonds will be secured by a Financing Agreement (the "Financing Agreement"), to be entered into among the City, Carlson Properties, Inc., or its affiliate (the "Corporation") and the Trustee; the Bonds and the Corporation's obligations under the Financing Agreement will be secured by an irrevocable direct -pay letter of credit issued by U.S. Bank National Association (the "Letter of Credit Bank") pursuant to a Reimbursement Agreement to be entered into between the Corporation and the Letter of Credit Bank; and WIffiREAS, forms of the following documents relating to the issuance of the Bonds (the "Documents") have been submitted to the City Council and are hereby directed to be placed on file in the office of the City Clerk: (a) Indenture; (b) Financing Agreement; (c) Bond Purchase Agreement (the "Bond Purchase Agreement"), to be entered into between the City and U.S. Bancorp Piper Jaffray Inc. (the "Underwriter"); 2 (d) Remarketing Agreement (the "Remarketing Agreement'), to be entered into between the City, the Trustee and the Underwriter, as Remarketing Agent; (e) (e) Preliminary Official Statement; and (f) Official Statement to be prepared in substantially the form of the Preliminary Official Statement. NOW, THEREFORE, BE IT RESOLVED by the City as follows: I . Authorization and Approval of Bond Documents. The City is hereby authorized to issue the Bonds to provide fiends, to be used, with other available fiends, to refiund the Series 1992 Bonds and to pay the cost of issuance of the Bonds. The Bonds shall be issued in fully registered form, shall be in such denominations, shall be payable on the dates and shall be payable from the sources and in the manner provided in the Indenture. The Bonds shall bear interest at the rates set forth in the Indenture. The forms of the Documents and the Bonds referred to above are approved, subject to such modifications as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Documents by the Mayor and the City Manager. The Documents as so approved are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and delivered as provided therein. Copies of all the Documents shall be delivered, filed or recorded as provided therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 2. The Bonds. 2.01. The City shall proceed forthwith to issue its Bonds to be designated "Revenue Refiunding Bonds (Carlson Center Project), Series 2002", in the form and upon the terms set forth in the Indenture or established pursuant to this resolution. 2.02. The Mayor and the City Manager are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in each of the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 3. Absence of Officers. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be approved and executed by the Mayor may be so approved and executed by the acting Mayor. In the absence or disability of the City Manager, any of the documents authorized by this resolution to be approved and executed by the City Manager may be so approved and executed by the person designated as acting City Manager or by such other officer of the City who, in the opinion of the City Attorney, may execute such documents. 4. Authentication of Proceedings. The Mayor, the City Manager, the City Clerk and other officers of the City are authorized and directed to furnish to the Underwriter and bond counsel 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 and marketability 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 of fact contained therein. 5. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds or the 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 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 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 fi rnished 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. 6. Redemption of Series 1992 Bonds. The officers of the City are authorized and directed to cause the trustee for the Series 1992 Bonds to give notice of redemption of the Series 1992 Bonds in accordance with the trust indenture under which the Series 1992 Bonds were issued. The Series 1992 Bonds shall be redeemed and prepaid on a date selected by the Corporation, which date shall not be more than 90 days following the date of issuance and delivery of the Bonds. 7. Other Documents. Officers of the City are hereby authorized and directed to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the Documents and the Official Statement. 8. Full Force and Effect. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council on August 13, 2002. 4