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HomeMy WebLinkAboutResolution - 79-15 - Municipal Industrial Development Bonds for Super Valu - Member introduced the following and moved its adoption : Resolution No. % RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE. AND ASSIGNMENT OF THE CITY ' S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE , AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota (the City) , as follows : 1 . It has been proposed that the City issue its Industrial Development Revenue Bonds (Super Valu Stores , Inc . Project) , Series 1979 (the Bonds ) , in the principal amount of $1 , 000 , 000 , and loan the proceeds of the Bonds to Super Valu Stores , Inc . , a Delaware corporation (the Company) , which will use the proceeds to provide funds to pay a portion of the cost of acquisition , construction and equipping of certain properties to be used by the Company for the Company ' s executive office building (the Project) located in the City . The Council gave approval to the proposal by Resolution No . 78-76 , and pursuant to that resolution, the following documents relating to the Project have been submitted to the Council and are now, or shall be placed, on file in the office of the City Clerk : (a) Loan Agreement, dated as of January 1 , 1979 , proposed to be made and entered into between the City and the Company ; (b) Indenture of Trust (the Indenture:) , dated as of January 1 , 1979 , proposed to be made and entered into between the City and the Northwestern National Bank of Minneapolis , as trustee (the Trustee) ; and (c) Underwriting Agreement , among the City , the Company and Goldman , Sachs & Co . (the Original Purchaser) . 2 _ It is hereby found , determined and declared that : (a) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to- issue industrial development revenue bonds in accordance with Minnesota Statutes , Chapter 474 , as amended (the Act) ; (b) based upon representations made to the City as to the nature of the Project and the anticipated use of the proceeds of such Bonds , the properties described in the Loan Agreement and the Indenture referred to in paragraph 1 constitute a project authorized by the Municipal Industrial Development Act , Minnesota Statutes , Chapter 474 , as amended (the "Act" ) ; (c) the purpose of the Project , as defined in the Loan Agreement and Indenture , is an.:; the effect thereof will be to promote the public welfare by the attraction , encourage- ment , retention and development of economically sound industry and commerce ; the development and retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and pub- lic service facilities , by halting the movement of talented ; educated personnel of mature age to other areas and thus pre- serving -the economic and human resources needed as a base for providing governmental services and facilities; more intensive development of land available in the community to provide an adequate tax base to finance the increase in the amount and cost of governmental services ; and a better distribution of tax burdens between industrial ar commercial properties and residential properties within the City; (d ) by letter dated June 15 , 1978 , the Com,-nissioner of Securities of the State of Minnesota has approved -the Project as required by Section 474 . 01 , Subdivision 7 of the Act; (e) the financing of the Project , the issuance and sale of the Bonds , the execution and delivery of the Loan Agreement, the Underwriting Agreement and the Indenture , and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Underwriting Agreement and Indenture, and the performance of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement , the Underwriting Agreement, the Indenture and the Bonds valid and binding obligations of the City in accordance with their terms , are authorized by the Act; ( f ) it is desirable that a series of Industrial Development Revenue Bonds in the principal amount of $1 , 000 , 000 be issued by the City upon the terms set forth in the Indenture , under the provisions of which the City ' s interest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of principal and interest on the Bonds; (g ) 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 and interest on all Bonds issued under the Indenture when due , and the Loan Agreement also provides that the Company is required to pay all expenses of the operation and maintenance of the Project including , but without limitation , adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement ; -2- (h) under the provisions of Minnesota Statutes , Section 474 . 10 , and as provided in the I.,oan Agreement and Indenture , the 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 Bonds shall ever have the right to compel i 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; the Bonds shall not constitute a charge, lien or encumbrance , legal or equitable , upon any property of the City ; each Bond issued under_ the Indenture shall recite that the Pond , including interest thereon , is payable solely from the revenue pledged to the payment thereof ; no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation; (i) the execution and delivery of the Loan Agreement , the Indenture , the Underwriting Agreement and the Bonds will not conflict with, or constitute on the part of the City a breach of , or a default under , any existing agreement , indenture , mortgage , lease or other instrument to which the City is subject or is a party or by which it is bound; (j ) no litigation is pending, or , to the best knowledge of the members of this Council , threatened , against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office , or in any manner questioning the right and power of the City to execute a.-d deliver the Bonds , or otherwise questioning the validity of the Bonds or the execution , delivery or validity of the Loan Agreement , the Indenture or the Underwriting Agreement , or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Company ; and (k) all acts and things required under the constitution and laws of the State of Minnesota to make the Bonds , the Loan Agreement , the Indenture and the Underwriting Agreement the valid and binding obligations of the City in accordance with their terms have been done ; provided , however , that this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds , the Loan Agreement , the Indenture or the Underwriting Agreement by reason of the existence of any facts contrary to this finding. 3 . The Loan Agreement , Indenture and Underwriting Agreement are approved . The Mayor and City Manager are hereby authorized and directed in the name and on behalf of the City , to execute the Loan Agreement , Indenture and Underwriting Agreement , and such other documents , instruments or certificates as are deemed necessary or desirable by the City Attorney and bond counsel . Copies of all documents shall be delivered , filed and recorded as provided therein . - 3- 4 . In anticipation of the collection of payments under the Loan Agreement , the City shall proceed forthwith to issue its Bonds , denominated Industrial Development Revenue Bonds (Super Valu Stores , Inc . Project) , Series 1979 , dated as of January 1 , 1979 , in the principal amount of $1 , 000 , 000 , in the form and the terms set forth in the Indenture , which terms are for this purpose incorporated in this resolution and made a part hereof . The proposal of the Original Purchaser to purchase the Bonds at a price of par plus accrued interest , upon the terms and conditions set forth in the Underwriting Agreement is hereby found and determined to be reasonable and is hereby accepted . The Mayor , City Clerk and City Manager are authorized and directed 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 . Pursuant to Minnesota Statutes , Section 475 . 55 , Subdivision 1 , the Trustee is hereby designated authenticating agent for the Bonds . 5 . The Mayor, City Clerk and City Manag-z and other officers of the City are authorized and directed to prepare and furnish to the Original Purchaser of the Bonds , when 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 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 contained therein. 6 . The approval hereby given to the various documents referred to above includes an approval of such additional de- tails therein as may be necessary and appropriate and such modi- fications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and are approved by the City Attorney prior to the execution of the documents . 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 or disability of the Mayor , any of the documents authorized by this resolution to be executed , shall be executed by the acting Mayor , and in the absence of the City Manager or City Clerk , by such officer or officers of the City who, in the opinion of the City Attorney , may execute such documents . l � 14 yo-V' ------ Attest : _// Ci.f-y7tflerk -4-