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HomeMy WebLinkAboutResolution - 84-326 - Authorizing MIDB's Normar $750,000 Final Approval - 12/18/1984 502BB Draft 1_2 j 12/84 RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT (NORMAR INVESTMENTS PROJECT) BE IT RESOLVED by the Council of the City of Eden Prairie, Minnesota , as follows : 1 . The Council has received a proposal from Normar Investments, a Minnesota general partnership (the "Company" ) , that the City undertake to partially finance a certain Project as herein described, pursuant to the Minnesota Municipal Industrial ?development Act, Chapter 474, Minnesota Statutes ( the "Act" ) , through the issuance by the City of i-ts $750, 000 Commercial Development Revenue Bonds, Series 1984 (Normar Investments Project) (the "Bonds " ) , and in accordance with a Bond Purchase Agreement ( the "Bond Purchase Agreement" ) among 'the City, the Company and Juran & Moody, Inc. (the "Bond Purchaser" ) . The Bond Purchaser will offer the Bonds pursuant- to a Preliminary Official Statement ( the "Preliminary Official Statement" ) and a Final Official Statement to be prepared prior to the closing of the purchase of the Bonds . 2. The Company desires to acquire certain real estate and construct thereon an approximately 2 , 400 square foot building and related improvements and equipment suitable for use as a superette and gas station facility (hereinafter, the "Project" ) . The Project as described above will provide employment to 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 September le , 1984, with respect to the Project are hereby ratified, affirmed and approved. 3 . It is proposed that, pursuant to a Loan Agreement dated as of December 1 , 1984, between the City, as lender, and the Company, as borrower (the "Loan Agreement" ) , the City loan the proceeds of the Bonds to the Company to partially finance the costs 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 r A certain other rights under the Loan Agreement to the First Trust Company of Saint Paul, in St. Paul, Minnesota ( the "Trustee" ') , as security for payment of the Bonds under an Indenture of Trust dated as of December 1, 1984 ( the " Indenture" ) , and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to a Statutory Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated as of December 1 , 1984 (the "Mortgage" ) . It is further proposed that Washington Federal Savings & Loan Association of Stillwater, in Stillwater, Minnesota, issue its irrevocable Letter of Credit dated as of December 1 , 1984 ( the "Letter of Credit" ) , in favor of the Trustee to secure the payment or purchase of the principal of the Bonds and a certain amount of interest thereon and that the Company execute an Assignment of Leases and Rents dated as of December 1 , 1983 in favor of the Trustee ( the "Assignment of Leases and Rents" ) . 3 . This Council by action taken on September 18 , 1984, gave preliminary approval to the proposal and on or about October 11 , 1984, the Commissioner of Energy and Economic Development of the State of Minnesota gave approval to the Project. 4. 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 Assignment of Leases and Rents (not to be executed by the City) . ( e) The Bond Purchase Agreement; ( £) The Letter of Credit ( not executed by the City) ; and ( g) The Preliminary Official Statement (not to be executed by the City) . 5 . It is hereby found, determined and declared that: 2 ( a) the Project described in the Loan Agreement and Indenture 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 facilities for use as a superette and gas station facility; ( 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 surround- ing communities; ( d) the acquisition, construction and installa- tion of the Project described in the Loan Agreement and Indenture, the issuance and sale of the Bonds , the execution and delivery by the City of the Loan Agreement, the Bond Purchase Agreement and the Indenture, and the performance of ( i) all covenants and agreements of the City contained in the Loan Agreement, Bond Purchase Agreement and Indenture and of ( ii) all other acts and things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Bond Purchase Agreement, Indenture and Bonds valid and binding obligations of the City in accordance with their terms , are author- ized by the Act; ( e) it is desirable that the Company be author- ized , in accordance with the provisions of Section 474. 03 of the Act and subject to the terms and condi- tions 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 with 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 and the Company has represented to the City that the Project would not have been undertaken but for the availability of this financing; 3 ( g) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, 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 ( as defined in the Indenture) and payable during the term of the Mortgage, Loan Agreement and Indenture; and ( h) under the provisions of Minnesota Statutes , Section 474. 1.0, 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 which 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 obliga- tion on the part of the state or its political sub- divisions, 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. 6 . Subject to the approval of the City Attorney, the forms of the Loan Agreement, Bond Purchase Agreement and Indenture and exhibits thereto are approved substantially in the form submitted . The Loan Agreement and Indenture, each in substantially the form submitted, are directed to be executed in the name of and on behalf of the City by the Mayor and the City Manager. The Bond Purchase Agreement and any other documents and certificates necessary to the transaction �r 4 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 the "Loan Agreement and I ndenture . 7 . The City has not prepared nor made any independent investigation of the information contained in the Preliminary Official Statement other than the section therein captioned "The issuer, " and the City takes no responsibility for such information. 8 . The Original Rate, as defined in the Indenture, of interest on the Bonds shall be such rate per annum not more than eleven (11% ) as the Mayor, the Bond Purchaser and the Com- pany shall agree to, and thereafter the rate of interest shall be determined in accordance with the provisions of the Inden- ture . The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture, with the Original Rate established as provided in this paragraph . The offer of the Bond Purchaser to purchase the Bonds for $727 ,500 plus accrued interest to the date of delivery at the interest rate or rates specified herein and in the Indenture is hereby accepted. The Mayor, Clerk and Manager are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser. 9. The Mayor, Clerk and Manager 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 docu- ments referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions t.herefroo and additions there- to as may be necessary and appropriate and approved by the City 5 Attorney prior to the execution of the documents . The execu- tion 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, Manager or Clerk, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor, Manager or City Clerk, respec- tively. Passed: December 18, 1984 ATTEST: Mayor Z City Clerk (SEAL) 6