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HomeMy WebLinkAboutResolution - 93-227 - Relating to Industrial Development Revenue Financing Bonds for Super Valu, Inc. - 12/21/1993 T Member introduced the following resolution and moved its adoption: RESOLUTION NO. 9 3 - 2 2 7 RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS (SUPERVALU INC. PROJECT), SERIES 1993; AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS AND THE EXECUTION AND DELIVERY OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the City), as follows: Section 1. Recitals. 1.01. The City is authorized by Minnesota Statutes, Sections 469.152 to 469.165, as amended (the Act), to issue its revenue bonds to refund, in whole or in part,bonds previously issued by the City under the authority of the Act. 1.02. The City has previously issued its Industrial Development Revenue Bonds (Super Valu Stores, Inc. Project), dated, as originally issued, January 1, 1979 (the Prior Bonds), in the original principal amount of$1,000,000, all of which remain outstanding on the date hereof. The Prior Bonds were issued for the purpose of financing the acquisition, construction and betterment of one or more executive office buildings located at 11840 Valley View Road in the City (the Facility) on behalf of SUPERVALU INC. (formerly known as Super Valu Stores, Inc.), a Delaware corporation (the Company). 1.03. The Company has proposed that the City issue its revenue bonds (the Revenue Bonds), pursuant to the authority of the Act, to refund the Prior Bonds. 1.04. At a public hearing, duly noticed and held on December 7, 1993, on the proposal to issue the Revenue Bonds, all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to issue the Revenue Bonds and interested persons were given the opportunity to submit written comments to the City Manager before the time of the hearing. 1.05. The following documents relating to the refunding and the financing have been submitted to the City and are now on file in the office of the City Finance Director: (a) an Indenture of Trust (the Indenture) to be entered into between the City and the First Trust National Association (the Trustee); . (b) a Loan Agreement (the Loan Agreement) to be entered into between the City and the Company; (c) a Bond Purchase Agreement (the Bond Purchase Agreement) to be entered into between the City, the Company and Piper Jaffray Inc. (the Underwriter); and (d) an Official Statement (the Official Statement) to be used by the Underwriter in connection with the offer and sale of the Revenue Bonds. Section 2. Findings. It is hereby found, determined and declared that. (a) the City is a duly organized and existing body corporate and politic and a political subdivision of the State of Minnesota. (b) the refunding of the Prior Bonds, the issuance and sale of the Revenue Bonds, the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement and any other documents authorized hereby to be executed by officers of the City and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture, the Bond Purchase Agreement and any such other documents and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Bond Purchase Agreement and any such other documents and the Revenue Bonds valid and binding obligations of the City in accordance with their terms are authorized by the Act; (c) it is desirable that a series of Revenue Bonds to be entitled Industrial Development Revenue Refunding Bonds (SUPERVALU INC. Project), Series 1993 in the aggregate principal amount of $1,000,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which a pledge of and security interest in the City's interest in the Loan Agreement and the payments thereunder (except for certain expenses and indemnification) will be granted to the Trustee as security for the payment of principal of, premium, if any, and interest on the Revenue Bonds; (d) the loan payments contained in the Loan Agreement are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on the Revenue Bonds when due; and • -2- (e) under the provisions of Minnesota Statutes, Section 469.162, and as provided in the Loan Agreement and Indenture, the Revenue Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Revenue Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Revenue Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Revenue Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Revenue Bond issued under the Indenture shall recite that the Revenue Bonds have been issued under the Act and that the Revenue Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Revenue Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. (f) the execution and delivery of the Loan Agreement and the other agreements contemplated thereby to which the City is a party, including without limitation the Indenture, will not conflict with, or constitute on the part of the City a breach of, or a default under, any existing W law, or (ii) provisions of any legislative act, constitution or • other proceeding establishing or relating to the establishment of the City or its affairs or its resolutions, or (iii) agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound. (g) no public officer of the City who is authorized to take part in any manner in making the Loan Agreement or any contract contemplated thereby has a personal financial interest in or has personally and financially benefitted from the Loan Agreement or any such contract. (h) There is not pending or overtly threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative agency or other governmental authority that will materially and adversely affects the validity, as to the City,of the Loan Agreement, any of its obligations thereunder or any of the transactions contemplated thereby. -3- Section 3. Approval of the Issuance of the Revenue Bonds and Execution of Documents and Revenue Bonds. 3.01. The issuance of the Revenue Bonds for the purpose of refunding the Prior Bonds and the proposal of the Underwriter to purchase the Revenue Bonds on the terms set forth in the Bond Purchase Agreement are hereby approved. The City shall proceed forthwith to issue the Revenue Bonds 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 the City Manager are authorized to prepare and execute the Revenue Bonds as prescribed by the Indenture and 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 Underwriter. 3.02 The forms of the Loan Agreement, the Indenture and the Bond Purchase Agreement referred to in Section 1.05 are hereby approved. The Loan Agreement, the Indenture and the Bond Purchase Agreement, substantially in the form submitted but with such variations, insertions and additions as the City Attorney may hereafter approve, are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and City Manager are also authorized and directed to execute such other documents and closing certificates as may be necessary or desirable to carry out the transaction and • the issuance of the Revenue Bonds, upon review and approval thereof by the City Attorney. 3.03. As provided in the Bond Purchase Agreement, the Revenue Bonds will be offered for sale by the Underwriter to the public by means of the Official Statement. The City approves the distribution of the Official Statement to prospective purchasers of the Revenue Bonds. The City has not participated in the preparation of the Official Statement, has made no independent investigation with respect to the information.contained therein and shall have no liability for the sufficiency, accuracy or completeness of such information as contained in the Official Statement. 3.04. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or City Manager, any of the documents authorized by this resolution to be executed may be executed by such other officer of the City as, in the opinion of the City Attorney, is authorized to execute such documents. 3.04. The Mayor and the City Clerk are authorized and directed to prepare and furnish to the Underwriter and bond counsel certified copies of all . r proceedings and records of the City relating to the Revenue Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Revenue 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 contained therein. Adopted on the 21st day of Dec m , 1993 Mayor Attest. City Clerk • -5-