HomeMy WebLinkAboutCity Council Resolution 1998-469CITY OF PLYMOUTH
RESOLUTION 98-469
AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS UNDER THE MUNICIPAL
INDUSTRIAL DEVELOPMENT ACT AND APPROVING AND
AUTHORIZING THE EXECUTION OF DOCUMENTS
WHEREAS, it is proposed that the City of Plymouth (the City) issue its
$1,000,000 Variable Rate Industrial Development Revenue Bonds (NuAire, Inc. Project),
Series 1998 (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
the acquisition of certain equipment to be used in the Company's manufacturing facility
located at 2111 Fernbrook Lane in the City, and to pay various bond issuance costs; and
WHEREAS, 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;
and
WHEREAS, the Bonds would be initially secured by a direct pay Letter of Credit
to be issued by Norwest Bank Minnesota, National Association to the Trustee designated
below; and
WHEREAS, 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 August 1, 1998,
proposed to be entered into between the City and the Company;
b. an Indenture of Trust (the Indenture), dated as of August 1, 1998,
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 Norwest Bank Minnesota, National
Association (the Placement Agent).
Resolution 98-469
Page 2
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, MINNESOTA, AS FOLLOWS:
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 fiirther the public
purposes set forth in the Act:
b. The Company has informed the City that the 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 the 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 fiinds 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. The forms of the Loan Agreement, the Indenture and the Placement
Agreement 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 herein above 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.
Resolution 98-469
Page 3
3. The City is authorized to proceed forthwith to issue its Variable
Rate Demand Industrial Development Revenue Bonds (NuAire, Inc. Project), Series 1998,
in the principal amount of $1,000,000 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 Bonds are proposed to be sold by the Placement Agent pursuant to the terms
of the Placement Agreement at a price not less than par. 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 Purchaser. 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.
4. The Mayor and City Manager and other officers of the City are
authorized to fi rnish to the Trustee when the Bonds are issued, certified copies of all
proceedings and records of the City relating to the Bonds as 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.
5. The City consents to the distribution of the 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 ISSUER"
and "ABSENCE OF MATERIAL LITIGATION."
CITY OF CLERK'S CERTIFICATE
Resolution 98-469
Page 4
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Plymouth, Minnesota, DO HEREBY CERTIFY that I have carefully compared the
attached and foregoing resolution which was duly adopted at a duly called and held
meeting of the City Council of said City held on August 5"' 1998, with the original thereof
on file in my office and I further certify that the same is a full, true, and correct copy
thereof.
Councilmember moved the adoption
resolution and said motion was duly seconded by Councilmember
and upon vote being taken thereon, the following voted in favor thereof:
And the following voted against the same:
Whereupon said resolution was declared duly passed.
of the foregoing
WITNESS My hand officially and the seal of the City this day of
August, 1998.
City Clerk
City of Plymouth, Minnesota
(SEAL)