HomeMy WebLinkAboutResolution - 79-194 - Final Approval MIDB Kirsch - P
RESOLUTION NO . ZING THE ISSUANCE
AND SALE OF $1 , 200 , 000 INDUSTRIAL DEVELOPMENT
REVENUE BONDS (KIRSCH COMPANY PROJECT) , SERIES
1979 , OF THE CITY OF EDEN PRAIRIE, MINNESOTA,
TO FINANCE CERTAIN FACILITIES FOR USE. BY KIRSCH
COMPANY, THE EXECUTION AND DELIVERY OF AN
INDENTURE OF TRUST TO SECURE SAID BONDS ; THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
BETWEEN SAID COMPANY AND SAID CITY PROVIDING
FOR THE: REPAYMENT OF THE LOAN OF THE PROCEEDS
OF SAID BONDS ; THE EXECUTION A114D DELIVERY OF
A BOIJD PURCHASE AGREEMENT; AND RELATED
MATTERS .
WHEREAS , the City of Eden Prairie , in Hennepin County ,
Minnesota ( the "City" ) , is a municipal corporation authorized
and empowered by the provisions of the Minnesota Municipal
Industrial Development Act , Chapter 474 of the Minnesota Statutes ,
as amended (the ',Act" ) , to issue revenue bonds to finance the post
of the acquisition, construction and improvement of any properties ,
real or personal , used or useful in connection faith a revenue
producing enterprise , including an enterprise engaged in manufacturi n„
processing; or distributing any products of agriculture or manufacture;
and
WHEREAS , Kirsch Company , a Michigan corporation authorized
to do business in the State of Minnesota (the '!Company" ) ,
desires to acquire land and to construct and install thereon a
facility for the warehousing; and distribution of drapery hardware
and related products , to be located near the City (the "Project") ;
and
WHEREAS , pursuant to a public hearing duly called and
held on July 3 , 1979 in compliance wdth Subdivision 7b of
Section 474 . 01 of the Act , the City has determined that the
Project as proposed furthers the purposes stated in Section
474 . 01 of the Act , and that it is advisable to finance, the costs
of said Project for use by the Company ; and
WHEREAS , it is proposed to finance the cost of the
Project through the issuance of Industrial Development Revenue
Bonds ( Kirsch Company Project ) , Series 1979 , of the City dated
the date of issue , in the aggregate principal. amount of $1, 200 , 000
(the "Bonds" ) and the loan of the proceeds thereof to the
Company ; and
WHEREAS , a Loan Agreement , to be dated as of July 1 ,
1979 ( the "Loan Agreement") with respect to the Project will be
executed by and between the Company and the City , whereby the
Company will covenant and agree ( i ) to make installment payments
evidenced by Notts of the Company to be issued under the Loan
Agreement, sufficient to provide for the payment of principal of,
premium, if any , and Interest on the Bonds , as and when the same
become due and payable and ( i i ) to make such other payments and
satisfy such other obligations as may be required by the Act ; and ,
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WHEREAS , the Bonds will be issued under and pursuant
to , and are to be secured by , an Indenture of Trust , to be dated
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as of July 1 , 1979 (the "Indenture" ) by and between the City
and Northwestern National Bank of Minneapolis , as Trustee ; and
WHEREAS , it is proposed to sell the Bonds to The Aetna
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Casualty and Surety Company ( the "Purchaser" ) , pursuant to a Bond j
Purchase Agreement , to be dated as of July 1. , 1979 (the "Bond
Purchase Agreement;" ) , among the City , the Company and the Purchaser;
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NOW , THEREFORE, The City of Eden Prairie , does resolve;
Section 1. That the City hereby makes the following
findings :
(a) The City is duly organized and existing under
the Constitution and the laws of the State of
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Minnesota and is authorized to issue the Bonds
in accordance with the Act .
(b ) No officer of the City or member of the City
Council of the City has any pecuniary interest , direct
or indirect , in any contract , employment , lease , !
purchase or sale made or to be made in connection
with the transactions contemplated by the Bond
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Purchase Agreement 3 the Loan Agreement or the
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Indenture,
(c ) The execution and delivery of the Bond Purchase
Agreement , the Loan Agreement , the Indenture 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
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instrument to which the City is subject or is a party
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or by which it is bound ; provided, that this finding
is made solely for the purpose of estopping the City
from denying the validity of the Bonds , the Bond
Purchase Agreement , the Loan Agreement or the Indenture j
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by reason of the existence of any faci;s contrary to
this finding.
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(d ) All acts and things required under the F
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Constitution and the laws of the State of Minnesota
to make the Bonds , the Bond Purchase Agreement , the
Loan Agreement and the Indenture the valid and binding
obligations of the City in accordance with their terms
have been done ; provided , that this finding is made
solely for the purpose of estopping the City from
denying the validity of the Bonds , the Bond Purchase
Agreement , the Loan Agreement or the Indenture by reason
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of the existence of any facts contrary to this finding .
Section 2. That , In order to finance the cost of the
Project , the Bonds be and the same are hereby authorized and
ordered to be } --sued pursuant to the Indenture in substantially the
form attached hereto as Exhibit A and containing substantially
the terms and provisions set forth therein . The Bonds shall bear
interest., at the rate of 7 . 625% per annum, payable semiannually on
January 26 and July 26 in each year , and expressed, to mature in
16 annual installments each in the amount of $75 , 000 payable on
July 26 in each of the years 1989 through 2004 , inclusive . The
forms , terms and provisions of the Bonds and the Indenture are
hereby approved , and the Mayor , the City Manager and the City Clerk
are hereby authorized and directed to execute , attest , seal and
deliver the indenture , and the Mayor, the City Manager and the
City Clerk are hereby authorized and directed to execute , attest ,
seal and deliver the Bonds in the form set fox°th in the Indenture
to the Purchaser upon payment of the Purchase Price set forth in
the Bond Purchase Agreement .
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Section 3. That the City lend the proceeds of the Bonds
to the Company to defray the cost of the Project , pursuant to the
Loan Agreement in substantially the form attached hereto as
Exhibit, B and containing substantially the terms and provisions
(including .repayment provisions ) set forth therein . The form, terms
and provisions of the Loan Agreement are hereby approved , and the
Mayor , the City Manager and the City Clerk are hereby authorized
an- . ,-re— teu to execute , attest , seal and deliver the Loa,. AgreErr.ent .
Section 4 . That the sale of the Bonds to the Purchaser
pursuant. to the Bond Purchase Agreement , in substantially the
.forr.: attached hereto as Exhibit C and containing substantially
the terms and provisions set forth therein , is hereby authorized ,
approved and con=irmed ; and the form, terms and provisions of
the Bond Purchase Agreement are hereby approved . The Mayor ,
the City Manager and the City Clerk are hereby authorized and
directed to accept the Bond Purchase Agreement on behalf of the
City by executing the same and delivering a copy thereof to the
Purchaser .
Section That the: Nayor, the City Manager and/or
the City Clerk are hereby authorized and directed to execute,
attest , sea]. and deliver any and all other instruments , certificates
and documents , file all notices , obtain all appropriate waivers ,
and do any and all things deemed necessary to effect the issuance
and sale of the Bonds and the execution and delivery of the Loan
Agreement , the Indenture and the Bond Purchase Agreement , and to
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carry out the intent and purposes of this resolution , including f
the preamble hereto, and in particular to require the Company to
furnish to the Department of Economic Development the information
?^equired by Chapter 474. 01 , Subdivision 8 of the Act .
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Section 6 . That the provisions of this resolution are
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here;;y declared to be separable and if any section , phrase or
provision shall for any reason be declared to be invalid , such 1
declara'.;i�: shall not affect the validity of the remainder of the i
sec ions , phrases and pz•cvisions .
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Mayor
Al-,Wiest :
City Clerk
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