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HomeMy WebLinkAboutResolution - 85-241 - MIDB's Ron-Mar Properties - $750,000 - 10/15/1985 RESOLUTION AUTHORIZING EXECUTION OF JOINT POWERS AGREEMENT WHEREAS, the City of Eden Prairie , Minnesota ( the "City" ) , proposes to issue private activity bonds within the meaning of Section 103 of the federal Internal Revenue Code of 1954 , as amended , but has no 1985 entitlement allocation pursuant to Minnesota Statutes , Section 474 . 18 ; and WHEREAS , the City of Silver Bay , Minnesota , has agreed to enter into a joint powers agreement by which the City will issue bonds pursuant to issuance authority allocated to said other city pursuant to Minnesota Statutes , Section 474 . 18 , as an entitlement ; and WHEREAS, there is on file with the Clerk and before this Council of the City on the date on which this resolution is adopted a form of joint powers agreement ( the "Joint Powers Agreement" ) which transfers $750 , 000 of Silver Bay ' s 1985 entitlement allocation to the City : NOW, THEREFORE , BE IT RESOLVED by the Council of the City of Eden Prairie , Minnesota , as follows : 1 . The Mayor and Clerk or City Manager are hereby author- ized to execute the Joint Powers Agreement in the form submit- ted, with such changes and modifications thereto as may be necessary and appropriate and approved by said officers . 2 . The Joint Powers Agreement shall transfer the entitle- ment of said other city to the City in the amount , to the extent , and under the terms and conditions set forth therein . Adopted this )S day of October , 1985 . Approved : MayoX - Attest : C 1 e -; JOINT POWERS AGREEMENT PURSUANT TO MINNESOTA STATUTES, SECTION 474. IS THIS AGREEMENT has been entered into as of the day of , 1985 , pursuant to Minnesota Statutes , Section 474 . 18 , by and between the City of Eden Prairie , Minnesota ( "Eden Prairie" ) and the City of Silver Bay, Minnesota ( "Silver Bay" ) ( together, the "Cities " ) , each a body corporate and politic organized under the laws of the State of Minnesota . The Cities hereby covenant and agree as follows : I . Silver Bay is an entitlement issuer of commercial development revenue bonds under Minnesota Statutes , Section 474 . 18, with an entitlement allocation in the amount of $26 , 424 , 075 . Pursuant to Minnesota Statutes , Section 474 . 18 , Subd . 4, an entitlement issuer is authorized to enter into agreements with local issuers under which the local issuer issues revenue bonds pursuant to the issuance authority of the entitlement issuer. 2 . Eden Prairie is hereby authorized to issue revenue bonds in an amount not exceeding $750 , 000 ( the "Transferred Allocation" ) under the entitlement allocation of Silver Bay. Silver Bay has neither issued private activity bonds relating to such $750 , 000 of its entitlement allocation nor entered into an agreement with any local issuer pursuant to Minnesota Statutes , Section 474 . 18 , Subd . 4 relating -to such $750, 000 . 3 . In consideration of the covenants and agreements hereof, Eden Prairie has paid to the Washington County Housing and Redevelopment Authority a fee in the amount of $7 , 500 . Such fee is refundable only in the event that the legislature of the State of Minnesota revises Minnesota Statutes , Sections 474 . 17 through 474. 25 such that Eden Prairie would not be able to issue tax-exempt private activity bonds relating to the $750, 000 of Silver Bay'' s entitlement allocation which is the subject of this agreement . 4. Silver Bay authorizes Eden Prairie to, and Eden Prairie hereby agrees to , deposit any application deposit required by Section 474. 18 with respect to the Transferred Allocation, with the Minnesota Department of Energy and Economic Development ( the "Department" ) pursuant to Section 474 . 18 . 5 . If, and only if, on or before October 25, 1985, Eden Prairie notifies Silver Bay of the portion of the Transferred Allocation which Eden Prairie does not intend to issue, Silver: Bay shall , on or before October 31 , 1985, notify the Department as provided by Section 474 . 18 that bonds will not be issued in an amount equal to the amount state by Eden Prairie in its notice to Silver Bay. If on or before October 25 , 1985 , Eden Prairie a delivers copies of preliminary resolutions to Silver Bay for bonds to be issued after October 31 , 1985 , Silver Bay shall , on or before October 31 , 1985 , deliver such resolutions to the Department . If, and only if, on or before December 14, 1985 , Eden Prairie notifies Silver Bay of the portion of the Transferred Allocation which Eden Prairie does not intend to issue , Silver Bay shall , before December 20 , 1985 , notify the Department as provided by Section 474 . 18 that bonds will be issued in an amount equal to the amount state by Eden Prairie in its notice to Sivver Say. 6 . Eden Prairie shall indemnify and hold harmless Silver Bay and its officers, directors, employees and t agents , from and against (A) any and all claims by or on behalf of any person arising from any cause whatsoever in connection with the issuance of Bonds by Eden Prairie under the Transferred Allocation; ( B) any and all claims arising from any act or omission in connection with any project financed by proceeds of bonds issued by Eden Prairie under the Transferred Allocation; ( C) all costs , consel fees , expenses , and liabilities incurred in connection with any such claim or proceeding brDught thereon. If any action or proceeding is brought against Silver Bay any of its officers , directors, officials or employees with respect to which indemnity may be sought hereunder, Eden Prairie, upon written notice from Silver Bay, shall assume the investigation and defense thereof, including the employment of counsel acceptable to Silver Bay, as the case: may be, and the payment of all expenses . Silver Bay shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but, unless such separate counsel is employed with the approval and consent of Eden Prairie, Eden Prairie shall not be required to pay the fees and expenses of such separate counsel . 7 . Eden Prairie shall reimburse Silver Bay and the Washington County Housing and Redevelopment Authority for all legal and staff costs incurred with respect to the Transferred Allocation. Eden Prairie may submit the notices and resolution described in this section directly to the Department . This Agreement may be amended by the Cities at any time, provided, however, that no amendment may impair the rights of the holders of any bonds issued by Eden Prairie under this agreement. IN WITNESS WHEREOF, the City of Eden Prairie has caused this Agreement to be executed on its behalf by its Mayor and its City Manager , and the City of Silver Bay has caused this Agreement to be executed by its Mayor and its City Clerk . Eden Prairie By —� Mayor By 61t_ tManager SILVER BAY By .� Mayor By City Clerk p RESOLUTION RECITING A PROPOSAL, FOR A COMMERCIAL FACILITIES DEVELOPMENT PROJECT GIVING PRELIMINARY APPROVAL TO THE PROJECT PURSUNNT TO THE MI9NESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AUTHORIZING THE SUBMISSION OF AN APPLICATION FOR APPROVAL OF THE PROJECT TO THE ENERGY AND ECONOMIC DEVELOPMENT AUTHORITY OF THE STATE OF MINNESOTA AND AUTHORIZING THE PREPARATION OF NECESSARY DOCUMENTS AND MATERIALS IN CONNECTION WITH THE PROJECT (Ron-Mar Properties Project) WHEREAS , ( a) The purpose of Chapter 474, Minnesota Statutes , known as the Minnesota Municipal Industrial Development Act ( the "Act" ) as found and determined by the legislature is "to promote the welfare of the state by the active attraction and encouragement and development of economi- cally sound industry and commerce to prevent so far as possible the emergence of blighted and marginaL lands and areas of chronic unemployment; (b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and access to employment opportunities for such population; ( c) The City Council of the City of Eden Prairie ( the " City" ) has received from Ron-Mar Properties , a partnership organized under the laws of the State of Minnesota ( the "Company" ) a proposal that the City assist in financing a Project hereinafter described, through the issuance of a Revenue Bond or Bonds or a Revenue Note or Notes hereinafter referred to in this resolution as "Revenue Bonds" pursuant to the Act; (d) The City desires to .facilitate the selec- tive devel-opment of the community, retain and improve the tax vase and help to provide the range of services and employment opportunities required by the population; and the Project will assist the City in achieving those objectives . The Project will help to increase assessed valuation of the City and help maintain a positive relationship between assessed valuation and debt and enhance the image and reputation of the community; ( e) The Project to be financed by the Revenue Bonds is an approximately 20,000 sq . ft . office/warehouse facility to be located at 8080 Wallace Road in Eden Prairie and consists of the acquisition of land and the construction of buildings and improvements thereon and the installation of equipment therein to be initially owned and operated by the Company, and will result .in the employment of additional persons to work within the new facilities; ( f) The City has been advised by representa- tives of Company that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but Company has also advised this Council that the Project would not be undertaken but for the availability of industrial bond financing; ( g) A public hearing on the Project was held on 1985 , after notice was published, and materials made available for public inspection at the City Hall , all as required by Minnesota Statutes , Section 474 .01 , Subdivision 7b at which public hearing all those appearing who so desired to speak were heard; (h) 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. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eiden Prairie, Minnesota, as follows : 1 . The Council hereby gives preliminary approval to the proposal of Company that the City undertake the Project pursuant to the Minnesota Municipal Industrial Development Act ( Chapter 474 , Minnesota Statutes) , consisting of the acqui- sition, construction and equipping of facilities within the City pursuant to Company' s specifications suitable for the operations described above to be initially owned and operated by the Company and pursuant to a revenue agreement: between the City and Company upon such terms and conditions with provisions for revision from time to time as necessary, so as to produce income and revenues sufficient to pay, when due, the principal of and interest on the Revenue Bonds in the maximum aggregate principal amount of $750 ,000 to be issued pursuant to the Act to finance the acquisition, construction and equipping of the Proj-ect ; and said agreement may also provide for the entire intexest of Company therein to be mortgaged to the purchaser of the 'Revenue Bonds ; and the City hereby undertakes preliminarily to issu? its Revenue Bonds in accordance with such terms and conditions ; 2 . On the basis of information available to this Council. it appears , and the Council. hereby finds , that the Project constitutes properties, real and personal, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Subdivision la of Sectdon 474 .02 of the Act; that the Project furthers the purposes stated in Section 474.01 , Minnesota Statutes ; that the Project would not be undertaken but for the availability of industrial bond financing; that the availability of the financing under the Act and willingness of the City to furnish such financing will be a substantial inducement to Company to undertake the Project, and that the effect of the Project , if undertaken , will be to encourage the development of economically sound industry and commerce, to assist in the prevention of the emergence of blighted and marginal l.arid, to A help prevent chronic unemployment, to help the City retain and improve the tax base and to provide the range of service and employment opportunities required by the population, to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used, to promote more intensive development and use of land within the City and eventually to increase the tax base of the community; 3 . The Project is hereby given preliminary approval by the City subject to the approval of the Project by the Minnesota Department of Energy and Economic Development or such other= state officer having authority to grant approval ( "MEEDA" ) and subject to final approval by this Council , Company, and the purchaser of the Revenue Bonds as to the ulti- mate details of the financing of the Project; �r 4 . In accordance with Subdivision 7a of Section .474 . 01 Minnesota Statutes , the Mayor of the City is hereby authorized and directed to submit the proposal for the Project to MEEDA requesting its approval, and other officers , employees and agents of the City are hereby authorized to provide MEEDA with such preliminary information as it may require; 5 . Company has agreed and it is hereby determined that any and a1L costs incurred by the City in connection with the financing of the Project whether or not the Project is carried to completion and whether or not approved by MEEDA will be paid by Company; 6 . Br_-iggs and Morgan, Professional Association, acting as bond counsel, is authorized to assist in the preparation and review of necessary documents relating to the Project, to consult with the City Attorney, Company and the purchaser of the Revenue fronds as to the maturities , interest rates and other terms and provisions of the Revenue Bonds and as to the covenants and other provisions of the necessary documents an-1 to submit such documents to the Council for final approval ; 7 . Nothing in this resolution or in the documents pre- pared pursuant hereto shall authorize the expenditure of' any municipal funds on the Project other than the revenues derived from the Pzoject or otherwise granted to the City for this purpose . 'Elie Revenue Bonds shall not constitute a charge, lien or encumbrance , legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof , nor shall the City be subject to any liability thereon . rile holder of the Revenue Bonds shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Revenue Bonds or the interest thereon, or to enforce payment thereof against any property of the City . The Revenue Bonds shall recite in substance that the Revenue Bonds , including interest thereon , is payable solely from the revenue and proceeds pledged to the payment. tliareof .. The Revenue Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory Limitation; G . It: is further found , determined and declared that it is the present intent of the City Council to authorize the issuance and sale of the Revenue Bonds but this Resolution does not constitute a guarantee or a firm commitirent that the City will issue the Revenue Bonds as requested by the Company . The City retairis the right in its sole discretion to withdraw from participation and accordingly not to issue the Revenue Bonds , or issue the Revenue Bonds in an amount Less than the total amount requested , should the City at any time prior to issuance thereof determine that it is in the best interests of the City yr not to issue the Revenue Bonds, or to issue the Bonds in a lesser amount, or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any of the documents required for the transaction. Additionally , the City is an entitlement issuer within the meaning of the Act and this Resolution but nothing shall be deemed to constitute an agreement on the part of the City to allocate a portion of its entitlement allocation under the Act to the Project. The documents relating to the Revenue Bonds shall require the Company to pay to the City an annual fee equal to 1/8th of 1% of the outstanding principal amount of the Revenue Bonds . 9 . This resolution is subject to the condition that no later than December 31 , 1985 the City and the Company shall have agreed to mutually acceptable terms and conditions of a revenue agreement, the Revenue Bonds and of the other instruments and proceedings relating to the Revenue Bonds , and their issuance and sale and closing on the purchase of the Revenue Bonds shall have occurred . If such agreement does not take place within that time or any extension thereof and the Revenue Bonds are not sold within such time, this resolution shall expire and be of no further force or effect unless expressly extended by the City Council ; and 10 . This approval is also contingent upon receipt by the City from the Company of 1% of the amount of the Revenue Bonds ( or such lesser amount as the City may agree should the amount of the Revenue Bonds be reduced) which will be used to reimburse the City for the application fee deposited by the City with MEEDA in the event that the City is able to obtain entitlement authority from another entitlement issuer in order to preserve such issuance authority of the City with respect to the Revenue Bonds in accordance with the provisions of the Act. Such deposit shall be returned to the Company when and if. MEEDA returns such deposit to the City. Adopted by the City Council of the City of Eden Prairie , Minnesota, this 1-;�- day of �._I� ,— 1985 . Mayor Attest : C;Cty C'' erk