HomeMy WebLinkAboutCity Council Resolution 2000-325CITY OF PLYMOUTH
RESOLUTION NO. 2000-325
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
$1,100,000 Variable Rate Industrial Development Revenue Bonds (NuAire, Inc. Project), Series
2000 (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 building improvements to,
and 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 Wells Fargo 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 July 1, 2000,
proposed to be entered into between the City and the Company;
(b) an Indenture of Trust (the Indenture), dated as of July 1, 2000,
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).
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 further 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 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. 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 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.
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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 $1,100,000 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.
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.
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."
PASSED by the City Council of the City of Plymouth, Minnesota, this 27th day
of June, 2000.
CITY CLERK'S CERTIFICATE
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 June 27, 2000, 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 Johnson moved the adoption of the foregoing resolution and said
motion was duly seconded by Councilmember Bildsoe and upon vote being taken thereon, the
following voted in favor thereof. All members voted in favor
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and the following voted against the same: None
2000.
Whereupon said resolution was declared duly passed.
WITNESS My hand officially and the seal of the City this day of June,
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City Clerk, City of Plymouth