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HomeMy WebLinkAboutCity Council Resolution 2000-472CITY OF PLYMOUTH RESOLUTION NO. 2000-472 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 $2,840,000 Variable Rate Demand Industrial Development Revenue Bonds (Daily Printing, Inc. Project), Series 2000 (the Bonds), to provide financing for a project (the Project) under the Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152-469.165, as amended (the Act), on behalf of Daily Printing, Inc., a Minnesota corporation (the Company), generally consisting of the acquisition and installation of capital equipment to be used in the Company's commercial printing facility located at 2333 Niagara Lane in the City, and to pay 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 U.S. Bank 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 October 1, 2000, proposed to be entered into between the City and the Company; (b) an Indenture of Trust (the Indenture), dated as of October 1, 2000, proposed to be entered into between the City and U.S. Bank Trust National Association, as trustee (the Trustee); (c) a Bond Purchase Agreement (the Purchase Agreement), proposed to be entered into between the Company, the City and U.S. Bancorp Piper Jaffray, Inc. (the Underwriter); and RESOLUTION NO. 2000-472 (d) a Remarketing Agreement (the Remarketing Agreement), dated as of October 1,2000, proposed to be entered into between the City, the Trustee, the Company and U. S. Bancorp Piper Jaffray, Inc. as Remarketing Agent. The Loan Agreement, the Indenture, the Purchase Agreement and the Remarketing Agreement are hereinafter collectively referred to as the Bond Documents. 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 Bond Documents 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; and (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, 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 Bond Documents referred to above are approved. The Mayor 2 RESOLUTION NO. 2000-472 and City Manager are authorized, at such time as they may deem appropriate, in the name and on behalf of the City, to execute the Bond Documents. The Bond 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. 3. The City is authorized to proceed forthwith to issue its Variable Rate Demand Industrial Development Revenue Bonds (Daily Printing, Inc. Project), Series 2000, in the principal amount of $2,840,000 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 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 Official Statement relating to the Bonds prepared by the Underwriter, but the City has not participated in the preparation of or reviewed, and will not participate in the preparation of or review, the Official Statement 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 Official Statement, except for the material under the captions "THE CITY" and "ABSENCE OF MATERIAL LITIGATION." 3 RESOLUTION NO. 2000-472 PASSED by the City Council of the City of Plymouth, Minnesota, this 26th day of September, 2000. RESOLUTION NO. 2000-472 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 September 26, 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. 2000. WITNESS my hand officially and the seal of the City this day of September, (SEAL) plan/staffrep/res/2000/dailyprintingissuance 5 City Clerk City of Plymouth, Minnesota