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HomeMy WebLinkAboutResolution - 84-315 - MIDB's Final Approval - McGlynn's - $2,050,000 - 12/04/1984 CITY OF EDEN PRAIRIE RESOLUTION NO. 84-315 A RESOLUTION PROV''DING FOR THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS PURSUANT TO CHAPTER 474 , M.TNNESOTA STATUTES , TO PROVIDE FUNDS TO BE LOATIED TO BURTON J. McGL YNN , FOR I:NDLISTRIAL DEVELOPMENT PROJECT AND APPROVING FIRST SUPPLEMENTAL LOAN AGREEMIENT AND FIRST SUPPLEMENTAL INDENTURE 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 pro4ects 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 1984 , in the aggregate principal amount of $2 , 050 , 000 , in substantially the form set forth in the hereinafter mentioned First Supplemental Indenture (the "Series 1984 Bonds" ) pursuant to the Act and loan the proceeds thereof to Burton J. McGlynn (the "Borrower" ) , to finance the costs of acquiring and constructing an addition to the Borrower ' s bakery products manufacturing and warehouse facility being leased by the Borrower to McGlynn Bakeries , Inc. (the "Pro lect" ) . Forms of the following documents relating to the Bonds and the Project have been submitted to the City Council and are nc;a on file in the office of the City Clerk: (a) First Supplemental Loan Agreement dated as of December 1 , 1984 , supplementing and amending the Loan Agreement dated as of March 1 , 1980 (together the "Loan Agreement" ) , between the City and the Borrower , whereby the City agrees to make a loan of the proceeds of the Series 1984 Bonds to the Borrower and the Borrower agrees to con- struct 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 Series 1984 Bonds and the City " s $1 , 300 , 000 Industrial Development Revenue Bonds (McGlynn Bakeries , Inc . Project) , Series 198'0 (the "Prior Bonds" ) ; (b) First Supplemental Indenture dated as of December 1 , 1984 , supplementing and amending the Trust Indenture dated as of March 1 , 1980 (together the "Trust Indenture" ) , between the City and American National Bank and Trust Company, as Trustee, pledging the revenues to be derived from the Loan Agreement as security for the Series -2- 1984 Bonds and Prior Bonds , and setting forth proposed recitals , covenants and agreements relating thereto ; (c) First Supplemental Combination Mortgage and Security- Agreement , First Supplenental Assignment , First Supplemental Guaranty and Firs-c- Supplemental Lease , supplementing and amending certain documents entered into in connection with the Prior Bonds . 3 . Findings . It is herebv 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 r7elfare 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 community ' 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 Department of Energy and Development of the State of Minnesota . (d) The issuance and sale of the Series 1.984 Bonds, the execution and delivery of the First Supplemental Loan Agreement and First Supplemental Indenture and the per- formance of all covenants and agreements of the City con- tained the Series 1984 Bonds , the Loan Agreement and Trust Tndenture , 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 Series 1984 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 1984 , in the aggregate principal amount of $2 , 050 , 000 , maturing and bearing interest at the .rate set .forth in the First Supplemental Indenture , to be issued by the City upon the terms set forth in the First Supplemental -3- 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 or principal of, premium, if any , and interest on the Series 1984 Bonds and Prior Bonds . ( f) The Loan Agreement provides for payments by the Borrower to the Trustee for the account of the City of such amounts as ;7ill be sufficient to pa v the principal of , premium, any , and interest on the Series 1984 Bonds and Prior Fonds when due. The Loan Agreement obligates the Rorrower 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 Series 1984 Bonds are not to be payable from nor charged upon any funds other than amounts payable pursu- ant tc the Loan Agreement and moneys in the .funds and accounts held by the Trustee which are pledged to the pay- ment thereof; the City is not subject to any liability thereon; no holrers of the Series 1984 Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of -the Series 1984 Bonds or the interest j' thereon, nor enforce payment thereof against any property of the City; the Series 1984 Bonds shall not constitute a charge , lien or encumbrance , leq_ al or ec_,-uitable , upon any property of the City other than the property pledged under the Trust Indenture and each Series 1984 Bond shall recite that such Series 1984 Bond shall not constitute a charge against the general credit or properties or ta::ing powers of the City and. to -the owner or holder of such Series 1.984 Bond an- right to have the City levy any taxes or appropriate any funds for the payment of the principal thereof or the interest or premium , if any , thereon , and that the Series 19a4 Bond is not a general obligation cf the City or the individual officers or agents thereof. (h) The City is a duly organized and existing munici- pal corporation under the laws of tlinnesot.a and has power to issue the Series 1984 Bonds under the Act . (i) The Project , the issuance and sale of the Series 1.984 Bonds , the execution and delivery of the First Supplemental Loan Agreement , First Supplemental Indenture , the performance of all covenants and agreements of the City contained therein and of all other 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 ;aith their terms , and the loan of money thereunder are authorized and have been -4- duly authorized by this resolution , provided , however that this finding is fade solely for the purpose of estopping the City from denying the validity of the Series 1984 Ponds , or of ant, of the documents referred to in this paragraph, by reascn of the existence of any facts contrary to this finding. (J ) There i_s 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 Series 1984 Bonds or the Loan Agreement or Trust Indenture or questioning the organization, powers or authority of the City in connection therewith. (k) The execution, delivery and performance by the City of the Series 1984 Bonds , the Trust Indenture and the Loan Aa_ reement will not conflict with or result in any 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 r:ade solely for the purpose of estopping the City from denying the validity of the Bonds , or of any of the docu- ments 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 counci.1man of the Ci.t�� and no o--her 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 Series 1984 Bonds , is directly or indirectly interested in this Loan Agreement , the Series 1984 Bonds , the Project , or any contract , agreement or job hereby contemplated to be entered into or undertaken . 4 . Approval and Execution of Documents . The forms of First Supplemental Loan Agreement and First Supplemental Inden- ture referred to in paragraph ? are approved . Upon approval of the Project by the Department of Energy and Economic Development or other appropriate official, the First Supplemental Loan Agree- ment and First Supplemental Indenture shall be e::ecuted in the name and on behalf of the City by the Mayor and the City Manager or other appropriate City officials authorized to execute docu- ments on their behalf , in substantial! 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_ 5 . Approval , Execution and Delivery of Bonds . The City shall proceed forthcaith to issue its City of Eden Prairie ndustrial Development Revenue Bonds (McGlvnn Bakeries , Inc. Project) , Series 1984 , dated December 1 , 1984 , in the aggregate principal amount of $2 , 050, 000 , bearing interest at the rate set forth in the Fir t Supplemental Indenture , and in the form and upon the terms set forth in the First Supplemental Indenture , which are for this purpose incorporated in this resolution and made a part hereof . Piper, Jaffray & FIopwood Incorporated, as placement agent , has undertaken to assist the Borrower in finding purchasers for the Series 19I'4 Bonds at a purchase price of par plus accrued interest to the date of delivery , and said purchase price is hereby found to be reasonable and is hereby approved and accepted. The Mayor and City Manager are authorized and directed to prepare and execute the Series 1984 Bonds as prescribed in the First Supplemental Indenture and to deliver them to the Trustee , together .pith a certified copy of this Resolution and the other documents required by the First Supple- mental Indenture , for authentication and deli�Tery to such pur- chasers as Piper , Jaffray & Hopwood , Incorporated may identify . As provided in the Trust Indenture , each Series 1984 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 oi: the issuance thereof . E . Certificates, etc. The Mav_ or, City c'_anager and City Clerk and other of icers o the City are authorized and directed to prepare and furnish to the purchasers 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 boons and records in the officers ' custody and control or as otherwise kno;in 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 . 7 . $ 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 Internal Revenue Code shall be applicable to the Project and the Series 1984 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. 8 . County Auditor. The City 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 Series 1984 Bonds on his bond register as required by the Act and Section 475 . 63 , Minnesota Statutes . -6- ADOPTED by the Eden Prairie City Council on December 4 , 1984. Ma r ATTESTED: