Loading...
84-6981RLJ regular Minnesota Say the ~hn Hamilton nd ~g resolution and moved its adoption: _ _ _ Reg. 6481 . • RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL Z+*7DUSTRIAL DEVELOPMENT ACT AND TffE ISSUANCE OF VARIABLE RATE DEMAND PURCHASE COMMERCIAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT The motion for the adoption of the foregoing resolution was duly seconded by member Bunce and upon vote being taken thereon the following voted in favor thereof: Hamilton, Bunce, Ludeman, Kirsc?~, Priebe and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. j BE IT RF.SOL Richfield, Minnesota, RESOLUTION. AUTHORIZING A PROJECT UNDER THE MINNE~OTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIALiDEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT 1. The Coun Plaza Commercial Joint undertake to finance a pursuant to the Mnnes~ Chapter 4'74, Minnesota by the City of its $5, Commercial Development "Bonds"), and in accor "Purchase Agreement") Cargill Export, Inc. ( RESOLUTION N0. 6981 by the Council of the City of followse 1 has received a proposal. from Maz~ket enture {the "Company") that the City ertan Project as herein described, a Municipal Industrial-Development Act, tatutes (the "Act"), through issuance 0,000 Variable Rate Demand Purchase evenue Bonds, Series 1984 (the nce with a Bond Purchase Agreement (the tween the City, the Company and e °'Hond Purchaser"). 2. The Company desires to acquire certain real estate and construct thereon an approximately 70,000 square foot building and relat~d improvements including parking Facilities and equipment suitable for a retail shopping facility (hereinafter referred to as the "Project"). The Project as described above will provide substantial additional employment in the City. and will otherwise further the policies and purposes of the Act ',and the findings made in the resolution adopted by this Council ion February 16, 1982 .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 1,1,1984, 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 partial3y 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. I't is further proposed that the City assign its' rights to the basic payments and certain other rights under the Loan Agreement to First Trust Company of Saint Paul, ~,n St. Paul, Minnesota (the "Trustee") as security for paymentjof the Bonds under an Indenture of Trust dated as of December 1, 1954 (the "Indenture") and to further secure the payment of the. Bonds and the interest thereon and of the purchase price of any Bonds required to be purchased under Section 2-I8 of the Indenture, enter into a Remarketing Agreement, dated as of December 1, 1984, with Piper, Jaffray & Hopwood, Inc., the Trustee and the Company (the "Remarketing Agreement") and enter into a Letter of Credit Reimbursement Agreement (the "Reimbursement Agreement"), dated as of December 1, 1984,. with The First National Bank of Saint Paul., the Company and the Trustee (the "Reimbursement Agreement") pursuant to which an Initial Credit (as defined in the Indenture) is to be issued. 4. This Council by action taken on February 16, 1982 adopted a resolution giving preliminary approval to a proposal to finance a project substantially the same as the Project; and on, or almut July 25 , ~ 1984 the Commissioner of the Minnesota Department of Energy and Economic Development (on behalf of the Energy and Economic Development Authority) gave approval to the proposed project as tending to further the purposes and policies of the Act; .,and prior to June 19, 1984 the City gave preliminary approval comparable to such resolution .approving the Project in its present form and the partners of the Company. S. 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 Bond Purchase Agreement. {d) The Remarketing Agreement. (e) The Reimbursement Agreement. 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 authori2ed by the Act and would not be undertaken but for the available of industrial bond financing; (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 retail shopping. (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; j d) the acqu installation of th of the Bonds, the City of the Loan A Agreement, the Rem Reimbursement Agre (collectively the perfozsaance of all City contained in acts and things re and Saws of the St Charter to make th obligations of the terms, are authors stion, construction and Project, the. issuance and sale execution and delivery by the reement, the Purchase ,rketing Agreement, the went .and the Indenture Agreements"), and the covenants and agreements of the .he Agreements, and of all other ~uued under the constitution ,te of Minnesota and City Agreements, valid and binding City in accordance with their ,ed' 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, desi~Cable and proper, to complete thexacquisiton and installation of the Project by such means as shah. 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 ttte terms set forth in the Indenture; (g) the bass Agreement .are fixes to provide for the premium, if any, a under the Indentur Agreement and Inde Company is require operation and main including, but wit payments under the Loan to produce revenue sufficient prompt payment of principal of, d interest on the Bonds issued when due, and the Loan tore also provide that the. to pay all expenses of the ,enance of the Project, ,out 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 Loan Agreement and Indenture; (h) under the provisions of Minnesota Statutes, Section 474.1, 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 presniuia 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 o= encumbrance, legal or equitable upon any property of the City except the interests of the City n~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 Honds.shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; and (i) a public hearing on the Project, as scaled down, was duly held by City Council on December l7, 198 , ~~. Subject to the approval of the City Attorney and the provisions of .Section 9, the forms of the Agreements and exhibits thereto .are approved substantially in the form submitted. The Agreements in substantially the form submitted, 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 eertificates necessary to the transaction 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. 7. The City Bonds, in the farm and Indenture. The offer o Honds for X5,900,000 at the .Indenture is hereby are authorized and dire prescribed in the Inden for authentication and 8. The Mayor the City are authorized the Bond Purchaser cert. records of the City rel affidavits and certific facts relating to the 1 appear from the books a :control or as otherwise copies, certificates an furnished, shall consti the truth of all statem 9. The appro~ documents referred to a additional details them and such modifications additions thereto as ma' approved by the City At - herein to-execute said said City officials are changes on behalf of the by the appropriate offi authorized shall be con documents in accordance of the Mayor or City Maa by this resolution to b Mayor or acting City Ma all proceed forthwith to issue its on the terms set forth in the the Bond Purchaser to purchase the he interest rate or rates specified 'in ccepted. The Mayor and City Manager ed to prepare and execute the Bonds as re and to deliver them to the Trustee livery to the Bond Purchaser. nd City Manager and other officers of nd directed to prepare and furnish ~to ied copies of all proceedings and ing to-the bonds, and such other es as may be required to show the ality of the Bonds as such facts records in the officers' custody and sown to them; and all such certified affidavits, including any heretofore to representations of the City as to is contained therein. al hereby given to the various ove includes approval of such in as may be necessary and appropriate hereof, deletions therefrom and be necessary and appropriate and ~rney and the City officials authorized ocuments prior to their execution; and hereby authorized to approve said City. The execution of any instrument er or officers of the City herein lusive evidence of the approval of such with the terms hereof. In the absence ages, any of the documents authorized executed ,.may be executed by the acting ages, respectively. 10. Resolution No. b979 of the City Council adopted on December 17, 1984 relating- o the Project is hereby repealed and revoked. Passed: December 27, 3984 /s/ John Hamilton Mayo r Attest /s/ .John G. Cartwright City Manager (sE.~.t, )