Loading...
HomeMy WebLinkAbout7388 (Res.)• 211 m ki0 • RESOLUTION NO. 7388 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS. BE IT RESOLVED by the City Council of the City of Stii iwater, Minnesota, as follows: Section 1. Recitals. 1.01. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and to make secired or unsecured loans to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real property and the installation of machinery and equipment of any and all kinds and any other personal properties deemed necessary in connection with a project, as defined in the Act. 1.02. Representatives of Super Valu Stores, Inc., a Delaware corporation (the Company), have proposed that the City, acting under and pursuant to the Act, issue and sell $5,500,000 aggregate principal amount of Industrial Development Revenue Bonds (Super Valu Stores, Inc. Project), Series 1984 (the Bonds) for the purpose of defraying the costs of a Project (the Project) con- sisting of a 78,000 square foot retail food store to be lcoated at the southeast corner of the intersection of Washington Avenue and Tower Drive in the City; pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Company and the Company will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds; the City will assign its interest in the Loan Agreement (as hereinafter defined) to First Trust Company of Saint Paul, as Trustee (the Trustee); the Bonds would be sold to Dain Bosworth, Incorporated (the Underwriter), at a price equal to their principal amount with accrued interest, less a discount of $22,000. 1.03. On December 20, 1983, this Council held a public hearing on the Project and the proposal to issue the Bonds, and adopted a resolution giving preliminary approval to the Project and authorizing preparation of necessary documents. 1.04. All costs of the Project in excess of the proceeds of the Bonds available therefor are required to be paid by the Company. 1.05. Foams of the following documents relating to the Project (the Documents) have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Loan Agreement (the Loan Agreement), to be dated as of October 1, 1984, proposed to be made and entered into between the City and the Company, pursuant to which the City loans the proceeds of the Bonds to the Company; (b) an Indenture of Trust (The Indenture), to be dated as of October 1, 1984, proposed to be made and entered into between the City and the Trustee, creating and authorizing the issuance of and establishing the teens and conditions of the Bonds; and (c) a Bond Purchase Agreement (the Bond Purchase Agreement) dated as of October 2, 1984, proposed to be made and entered into among the Company, the City and the Underwriter, pursuant to which the Underwriter agrees to purchase the Bonds. Section 2. Findings. On the basis of information given the City to date, and the views express at the public hearing, it is hereby found, determined and declared that: (a) the Project, as defined herein and in the Loan Agreement, constitutes a project authorized by Section 474.02, Subdivision la of the Act; (b) the purpose of the Project is and the effect thereof will be to prate the public welfare by encouraging and retaining the location, retention and development of economically sound industry and commerce within the City so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; by promoting the use of available resources of the community, thereby retaining the benefit of its existing investment in educational and public service facilities; by discouraging the movement of talented, educated personnel of mature age to other areas, thus preserving the economic and human resources needed ac a base for providing governmental services and facilities; and by encouraging more intensive development of land in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of the governmental services; (c) the Project site is to be located in the City, at a site which is readily accessbiel to employees residing within the City and the surrounding community; (d) the Project will add to the tax base of the City and overlapping taxing jurisdictions; (e) the Project has been approved by the Energy and Economic Development Authority of the State of Minnesota, as tending to further the purposes and policies of the Act; (continued on page 218) m (218 • • RESOLUTION NO. 7388 - continued (f) the financing of the Project, the issuance and sale of the Bonds in the principal amount of $5,500,000, the execution and delivery of the Loan Agreement and the Indenture and the performance of all covenants and agreements of the City contained in the Loan Agreement and the Indenture and of all other acts and things required under the laws of the State of Minnesota to make the Loan Agreement, the Indenture and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (g) it is desirable that a series of Industrial Development Revenue Bonds in the aggregate principal amount of $5,5L3,000 be issued by the City upon the terms set forth in the Indenture, under the provisisions of which the City's interest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds; (h) the loan repayments required by the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides 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 site and payable during the term of the Loan Agreement; (i) under the provisions of Section 474.10 of the Act and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon and no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and no Bond shall .constitute a debt of the City within the meaning of any constitutional or statutory limitation; and (j) the Bonds will be issued prior to October 15, 1984. Section 3. Authorization and Approval of the Project, Loan Agreement and Indenture. The City is hereby authorized to provide for the acquisition and construction of the Project and to pledge and assign the revenues therefrom and its interest in the Loan Agreement, all as provided in the Loan Agreement and the Indenture. The forms of Documents referred to above are approved, subject to such modifications as are deemed appropriate and approved by the City Attorney. The Mayor and the City Clerk are directed to execute the Loan Agreement, the Indenture and the Bond Purchase Agreement. Copies of all of the Documents shall be delivered, filed and recorded as provided therein. The Mayor, City Clerk and Finance Director are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Authorization of Bonds. In anticipation of the collection of revenues of the Project, the City shall proceed forth- with to issue the Bonds, in the form and upon the tens set forth in the Indenture and this resolution. The Bonds shall be sold to the Underwriter a a price equal to their principal amount, with accrued interest, less a discount of $22,000. The Bonds shall mature on October 1, 2009, shall bear interest at a rate equal to 10-3/4% per annul and shall have further tens as set forth in the Indenture. Section 5. Execution of Bonds The Mayor and City Clerk are hereby : Ithorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 6. Election. The City hereby elects to have the provisions of Section 103(b) (6) (D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds and the Mayor and City Clerk are hereby authorized and directed to file evidence of such election with the Internal Revenue Service and to take such other actions as may be necessary to make such election effective. Section 7. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereto, deletions therefrom and additions thereto as may be ne-wtsary and appropriate and approved by the City Attorney prior to the execution of the documents. 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 the City Clerk, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or Acting City Clerk, respectively. (continued on page 219) • • RESOLUTION NO. 7388 - continued Section 8. Effective Date. This resolution shall be effective immediately upon its final adoption. PASSED AND FINALLY AOPDRED by the City Council of the City of Stillwater, this 2nd day of October, 1984. Published: October 11, 1984. Attest:e RESOLUTION NO. 7389 RESOLUTION ACCEPTING BID FOR CONSTRUCTION OF LOCAL IMPROVEMENT NO. 225. WHEREAS, the Council did, by motion adopted September 4, 1984, authorize and direct the City Clerk to advertise for bids returnable at 11:00 o'clock A. M. on Thursda,„ September 27, 1984, for the construction of the following described improvement: TUCKPOINTING AND REPAIRS FOR THE STILLWATER PUBLIC LIBRARY AND WHEREAS, it appears from the affidavits of publication presented by the Acting City Clerk that pursuant to said motion and advertisement for bids for said improvement was duly published in the Stillwater Evening Gazette, official newspaper of the City; AND WHEREAS, it appears that NORTH AMERICAN CONSULTANTS, INC., PERHAM, MINNESOTA is the lowest responsible bidder for the construction of said improvement with a total bid of $17,840.00; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota: 1. That the bid of the said North American Consultants, Inc. be, and the same is hereby, accepted; and that the Mayor and the Acting City Clerk are hereby authorized and directed to enter into a contract in the name of the City with the said North American Consultants, Inc. for the construction of said improvement for the contract price aforesaid and in accordance with the plans and specifications therefor. 2. That the City Clerk shall retain the deposits made with the three lowest bids for 30 days from and after September 27, 1984 or until a contract is signed, whichever event first occurs. Adopted by the Council this 2nd day of October, 1984. Published: October 11, 1984 Attes Acting City Clerk 11 • •