Loading...
HomeMy WebLinkAboutResolution - 83-85 - Approving MIDB's for McGlynn Bakeries, Inc. - $900,000 - 04/19/1983 whereupon said resolution was declared duly passed and adopted. A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS PURSUANT TO CHAPTER 474 , MINNESOTA STATUTES , TO PROVIDE FINDS TO BE LOANED TO McGLYNN BAKERIES , INC . FOR INDUSTRIAL. DEVELOPMENT PROJECT AND APPROVING LOAN AGREEMENT, TRUST INDENTURE, BOND PURCHASE AGREEMENT AND OFFERING CIRCULAR BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota (the "City" ) , as follows : 1 . Authority. The City is , by the Constitution and Laws of the State of Minnesota , including Chapter 474 , Minnesota Statutes , as amended (the "Act" ) , authorized to issue and sell its revenue bonds for the purpose of financing the cost of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2 . Authorization of Project , Increased Costs; Docu- ments Presented . This Council proposes that the City shall issue and sell its City of Eden Prairie Industrial Development Revenue Bonds (McGlynn Bakeries , Inc . Project) , Series 1983 , in the aggregate principal amount of $900 , 000 , in substantially the form set forth in the hereinafter mentioned Trust Indenture (the "Bonds" ) pursuant to the Act and loan the proceeds thereof to McGlynn Bakeries , Inc . , a Minnesota corporation (the "Company" ) , to finance the costs of constructing additions and improvements to the Company ' s manufacturing, warehouse and office facility being leased by the Company and to acquire and install certain freezing and bakery products production equipment (the "Proj- ect" ) . Forms of the following documents relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the City Clerk : (a) Loan Agreement (the "Loan Agreement" ) dated as of April 1 , 1983 , between the City and the Company , whereby the City agrees to make a loan of the proceeds of the Bonds to the Company and the Company agrees to construct and acquire the Project and to pay amounts sufficient to provide for the full and prompt payment of the principal of, premium , if any , and interest on the Bonds ; (b) Trust Indenture (the "Trust Indenture ") dated as of April 1 , 1983 , between the City and First National Bank of Minneapolis , as Trustee , pledging the revenues to be derived from the Loan Agreement as security for the Bonds , and setting forth proposed recitals , covenants and agree- ments relating thereto ; A._ -2- (c) Bond Purchase Agreement (the "Bond Purchase Agreement" ) dated April 19 , 1983 , between Cronin & Marcotte , Inc . (the "Underwriter" ) , the Company and the City, providing for the purchase of the Bonds by the Underwriter and setting the terms and conditions of such purchase ; (d) Irrevocable Letter of Credit issued by First Southdale National Bank of Edina to the Trustee (the "Letter of Credit" ) securing payment of principal , premium, if anv , and interest on the Bonds as provided therein; (e) Reimbursement Agreement dated as of April 1 , 1983 (the "Reimbursement Agreement") between the Company and the Bank, providing for reimbursement by the Company of any amounts drawn under the Letter of Credit and containing certain covenants ; (f) Security Agreement dated as of April 1 , 1983 (the "Security Agreement") from the Company to the Bank and the Trustee , securing the Bonds and the obligations of the company to the Bank under the Reimbursement Agreement ; and (g) Offering Circular, describing the offer of the r Bonds , certain terms and provisions of the foregoing docu- ments . 3 . Findings . It is hereby found, determined and declared that : (a) The Project, as described in paragraph 2 above and in the Loan Agreement , constitutes a project authorized by and described in Section 474 . 02 , Subd. 1 , of the Act. (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by: prevent- ing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economical deteriora- tion; the development of sound industry and commerce to use the available resources of community, in order to retain the benefit of the communi.ty ' s existing investment in education- al and public service .facilities; halting the movement of talented , educated personnel to other areas and thus pre- serving the economic and human resources needed as a base for providing governmental services and facilities ; and increasing the tax base of the City and the country and school district in which the Project is located . (c) Application for approval of the Project has been submitted to the Commissioner of Energy , Planning and Development of the State of Minnesota. -3- (d) The issuance and sale of the Bonds , the execution and delivery of the Loan Agreement and Trust Indenture and the performance of all covenants and agreements of the City contained the Bonds , the Loan Agreement and Trust Inden- ture , and of all other acts and things required under the Constitution and laws of the State of Minnesota. to make the Loan Agreement and Trust Indenture and the Bonds valid and binding obligations of the City in accordance with their terms , are authorized by the Act. (e) It is desirable that the City issue its Industrial Development Revenue Bonds (McGlynn Bakeries , Inc . Project) , Series 1983 , in the aggregate principal amount of $900 , 000 , maturing and bearing interest at the rates set forth in the Trust Indenture , to be issued by the City upon the terms set forth in the Trust Indenture , under the provisions of which the City ' s interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds . ( f) The "Loan Agreement provides for payments by the Company to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, any , and interest on the Bonds when due . The Loan Agreement obligates the Company to provide for the payment of operation and maintenance expenses , including adequate insurance , taxes and special assessments . (g) Under the provisions of Section 474 . 10 , Minnesota Statutes , and as provided in the Loan Agreement and Trust Indenture , the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are 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 the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon , nor enforce: payment thereof against any property of the City; the bonds shall not constitute a charge , lien or encumbrance , legal or equitable , upon any Indenture shall recite that such Bond shall not constitute a charge against the general credit or properties or taxing powers of the City and to the owner or holder of such Bond any right to have the City levy any ta:;es or appropriate any funds for the payment of the principal thereof or -the interest or premium, if any, thereon , and that the Bond is not a general obligation of the City or the individual officers or agents thereof. -4- (h) The City is a duly organized and existing munici- pal corporation under the laws of Minnesota and has power to issue the Bonds under the Act . (i ) The Project , the issuance and sale of the Bonds , the execution and delivery of the Loan Agreement, Trust Indenture , the performance of all covenants and agreements of the City contained therein and of all ether acts and things required by Constitution and laws of the State of Minnesota to make the Loan Agreement and Trust Indenture valid and binding obligations of the City in accordance with their terms , and the loan of money thereunder are authorized and have been duly authorized by this resolution , provided , however that this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds , or of any of the documents referred to in this paragraph, by reason of the existence of any facts contrary to this finding . (j ) There is no litigation pending or , to the best of its knowledge threatened , against the City relating to the acquisition , construction and financing of the Project or to the Bonds or the Loan Agreement , Trust Indenture or Bond Purchase Agreement or questioning the organization , powers or authority of the City . (k) The execution , delivery and performance by the City of the Bonds , the Trust Indenture and the Loan Agree- ment will not conflict with or result in anv breach of, any provisions of, or constitute a default under , any agreement or instrument to which the City is party or by which it is bound; provided , however, that this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds , or of any of the documents referred to in this paragraph , by reason of the existence of any facts contrary to this finding. (1 ) To the best of the City ' s knowledge and belief , no councilman of the City and no other elected or appointed official who is authorized to take part in the making of the Loan agreement or the Trust Indenture or the issuance of the Bonds , is directly or indirectly interested in this Loan Agreement , the Bonds , the Project , or any contract , agree- ment or job hereby contemplated to be entered into or undertaken. 4 . Approval. and Execution of Documents . The forms of Loan Agreement , Trust Indenture , Bond Purchase Agreement , Letter of Credit and Offering Circular referred to in paragraph 2 are approved . Upon approval of the Project by the Commissioner of Energy , Planning and Development or other appropriate official , the Loan Agreement , Bond Purchase Agreement and Trust Indenture shall be executed in the name and on behalf -5- of the Cit1, by the Mayor and the City Manager or other appropriate City officials authorized to execute documents on their behalf , in substantially the form on file , but with all such changes therein , not inconsistent with the Act or other law, as may be approved by the officers executing the same, which execution shall constitute conclusive evidence of the approval thereof. , and then shall be delivered to the Trustee _ Copies of all documents shall be delivered and filed as provided therein . 5 . Approval , Execution and Delivery of Bonds . The City shall proceed forthwith to issue its City of Eden Prairie Industrial Development Revenue Bonds (McGlynn Bakeries , Inc. Project ) , Series 1983 , dated April 1 , 1983 , in the aggregate principal amount_ of $900 , 000 , bearing interest at the rates set forth in the Trust Indenture , and in the form and upon -the terms set forth in the Trust Indenture , which are for this purpose incorporated in this resolution and made a part hereof. The Underwriter has agreed to purchase the Bonds at a purchase price of $873 , 000 , plus accrued interest to the date of delivery , upon the terms and conditions set forth in the Bond Purchase Agreement , and said purchase price is hereby found to be reason- able and is hereby approved and accepted. The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Trust Indenture and to deliver them to the Trustee , together with a certified copy of this Resolution and the other documents required by Section 2 . 09 of the Trust Indenture , for authentication and delivery to the purchaser. As provided in the Trust Indenture , each Bond shall contain a recital that it is issued pursuant to the Act , and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6 . Offering Circular. The City hereby consents to the use of the Offering Circular, provided that the Offering Circular shall always recite that the City has not prepared nor made any independent investigation with respect to the information contained therein and the City takes no responsibility for such information. 7 . Certificates , etc. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the 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 the facts appearing from the books and records in the officers ' custody and control or as otherwise known to them ; and all such certified copies , certifi- cates and affidavits , including any heretofore furnished , shall constitute representations of the City as to the truth of all statements contained therein . :0t, -6- f t 8 . $10 Million Capital Expenditures Election . The City hereby elects that $10 , 000 , 000 limitation of capital_ expenditures set forth in Section. 103 (b) (6 ) of the Tnternal Revenue Code shall be applicable to the Project and the Bonds , and the City Manager or City Clerk shall execute and file on behalf of the City the form of election required by said Section and the Regulations thereunder. 9 . County Auditor. The Citv Clerk is authorized and directed to deliver a certified copy of this Bond Resolution -to the County Auditor for the County of Hennepin, together with such other information as such County Auditor may require , and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register as required by the Act and Section 475 . 63 , Minnesota Statutes . -7- 4 STATE OF MINNESOTA ) ) SS . COUr1TY OF HENNEPIN ) I , the undersigned, being the duly qualified and acting City Clerk of the City of Eden Prairie , Minnesota (the "City" ) , do hereby certify, that the attached copy of a resolution is a compared , true and correct copy of a resolution giving final approval to an industrial development project undertaken by the City and McGlynn Bakeries , Inc . , a Minnesota corporation , and the issuance of bonds therefor_ , duly adopted by the City Council of the City of April 19 , 1983 , at a meeting thereof duly called and held , as on file and of record in my office , which resolution has r not been amended , modified or rescinded since the date thereof and which resolution is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of the resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS My hand and the seal of the City this day of April , 1983 . City Clerk (Seal ) R-