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HomeMy WebLinkAboutResolution - 84-197 - MIDB's - Kinder Care Leaning Centers, Inc., - $465,000 - 08/28/1984 33 � z -/ � kY RESOLUT109 AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT (KINDER-CARE LEARNING CENTERS , INC . PROJECT) BE IT RESOLVED by the Council of the City of Eden Prairie, Minnesota, as follows : 1 . The Council has received a proposal from ICinder-Care Learning Centers , Inc. , a Delaware corporation (the "Company" ) that. the City undertake to finance a certain Project as -herein described, pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes (the "Act" ) , through issuance by the City of .its $465,000 Commercial Development Revenue Bonds, Series 1984 (Kinder-Care Learning Centers , Inc. Project) (the "Bonds" ) , to be purchased by RepublicBan',c Dallas, National Association (the "Bond Purchaser" ) . 2 . The Company desires to acquire certain real estate and construct thereon a day-care and child learning center (hereinafter referred to as the "Project" ) . The Project as described above will provide employment to approximately 20 additional persons and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by this Council on December 20, 1983 with respect to the Project are hereby ratified, affirmed and approved. 3 . It is proposed that, pursuant to a Loan Agreement between the City and the Company (the "Loan Agreement" ) , the City loan the proceeds of the Bonds to the Company to finance the cost of the Project . The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to First Alabama Bank of Montgomery, N.A. , in Montgomery, Alabama (the "Trustee" ) as security for payment of the Bonds under an Indenture of Trust (the "Indenture" ) and that the Company grant a mortgage and security interest in the- Project to the Trustee pursuant to a Mortgage and Security Agreement (the "Mortgage" ) and to further secure the payment of the Bonds and the interest thereon, enter into a Guaranty Agreement between the Company and the Trustee ( the "Guaranty" ) . 4. This Council by action taken on December 20, 1983 gave preliminary approval to the proposal and in June, 1984 the Energy and Economic Development Authority of the State of Minnesota gave approval to the Project as tending to further the purposes and policies of the Act. 5 . Pursuant to the preliminary approval of the Council, forms of the following documents have been submitted to the Council for approval: ( a) The Loan Agreement . (b) The Indenture. ( c) The Mortgage. (not executed by the City) (d) The Guaranty. (not Executed by the City) 6 . It is hereby found, determined and declared that: (a) the Project described in the Loan Agreement and Indenture referred to above constitutes a Project authorized by the Act; (b) the purpose of -the Project is and the effect thereof will be to promote the public welfare by the acquisition, construction and equipping of a facility for use as a child day-care center; (c) the Project is to be located within the City limits, at a site which is easily accessible to employees residing within the City and the surrounding communities; (d) the acquisition, construction and -installation of the Project, the issuance and sale of the Bonds , the execution and delivery by the City of the Loan Agreement, and the Indenture, and the performance of all covenants and agreements of the City contained in the Loan Agreement and Indenture and of all other acts and things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Indenture and Bonds valid and binding obligations of -the City in accordance with their -terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of Section 474.03 of the Act and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the City determines to be necessary, desirable and proper, to complete the acquisition and installation of the Project 'by such means as shall be available to the Company and in the manner determined by the Company, and wiwith or without advertisement for bids as required for the acquisition and installation of municipal facilities; ( f) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (g) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, prern.i.um, if any, and interest on the Bonds issued under -the Indenture when due, and the Loan Agreement, Mortgage and Indenture also provide 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 insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Mortgage, Loan Agreement and Indenture; (h) under the provisions of Minnesota Statutes, Section 474 . 10, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of. the City in the Loan Agreement vahich have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under. the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and, the Bonds shall not constitute a debt of the City within the -meaning of any constitutional or statutory limitation; no provision, covenant or agreement contained in the Loan Agreement, the Indenture, the Bonds , any Certificate executed by the City or any other documents executed by the City or any obligation herein or therein imposed upon the City, or the breach thereof, shall constitute or give rise to impose upon the issuer or any of its officers, agents or employees, a pecuniary liability or a charge against the issuer' s general credit or taxing powers; and. ( :i) No public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. 7 . Subject to the approval of the City Attorney, the forms of the Loan Agreement and Indenture and exhibits thereto are approved substantially in the form submitted. The Loan Agreement and Indenture are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager. Any other documents and certificates necessary to the trans- action described above shall be executed by the appropriate City officers . Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in said Loan Agreement and Indenture. 8 . The City shall proceed forthwith to issue its Bonds , in the form and upon the terms set forth in the Indenture. The offer of the Bond Purchaser to purchase the w Bonds for $465 ,000 plus accrued interest to the date of delivery at the interest rate or rates specified in the Indenture is hereby accepted. The Mayor 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 for authentication and delivery to the Bond Purchaser. 9 . The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to the Bond Purchaser 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 legality 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. 10 . The approval hereby given to the -various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized { herein to execute said documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City . 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 Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the City Manager, respectively. Passed: August 28, 1984 Attest_ j C' t —Clerk ( SEA0