HomeMy WebLinkAbout5951 - ADMIN Resolution - City Council - 1978/02/06RESOLUTION NO.
FEBRUARY 6, 1978
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5951
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE
OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER
THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT
ACT TO FINANCE A PROJECT THEREUNDER, AND
DESIGNATING THE CITY REPRESENTATIVE FOR THE
PROJECT
BE IT RESOLVED by the City Council of the City of St. Louis
Park Minnesota ("City"),as follows:
1. It has been proposed that the City issue its
Industrial Development Revenue Bonds (McGarvey Coffee, Inc.
Project) Series 1978 ("Bonds") dated as of January 1, 1978,
in the principal, amount of $1,830,000 and use the proceeds to
acquire title to, and to expand, improve and equip an industrial
facility in the City to be used for the roasting and processing
of coffee and the distribution of coffee and other products
("Project"), with the Project then to be leased to the
McGarvey Coffee, Inc. ("Company").
It is further proposed that the City give a security interest
in the Project and pledge the revenues and other receipts
derived from the leasing of the Project to the Northwestern
National Bank of Minneapolis, in Minneapolis, Minnesota, as
Trustee for the security of the payment of the Bonds all in
accordance with a proposed form of Mortgage and Indenture of
Trust ("Indenture").
2. The Council gave preliminary approval to the proposal by
Resolution No.5860 duly adopted October 3, 1977, and that approval
is hereby confirmed and ratified, and pursuant to that resolution,
the following documents and attached exhibits relating to the Project
have been submitted to the Council and are now, or shall be placed, -
on file in the office of the City Clerk:
(a) The Lease (the "Lease"), dated as of January 1,
1978, proposed to be made and entered into between the
City and the Company;
(b) The Indenture, dated as of January 1, 1973,
proposed to be made and entered into between the City and
the Trustee; and
(c) Tenant's Guaranty, dated January 1, 1978, between
the City, the Trustee, and the Company guaranteeing payment
of principal and interest on the Bonds.
(d) A preliminary Official Statement, dated January
30, 1978 (the "Preliminary Official Statement"), pursuant
to which the Bonds will be offered to the public upon its
approval as to form by this Council; and
(e) A Bond Purchase Agreement (the "Bond Purchase
Agreement") among the City,Miller & Schroeder Municipals,
Inc. (the "Underwriter"), and the Company.
3. It is hereby found, determined and declared that:
(a) the real property and improvements described in
the Lease and Indenture referred to in paragraph 2
constitute a project authorized by the Minnesota Municipal
Industrial Development' Act (the "Act");
(b) the purpose of the Project, as defined in the Lease
and Indenture, is and the effect thereof will be, to promote
and public welfare by the attraction, encouragement, retention,
and development of economically sound industry and commerce
so as to prevent, so far as possible, the emergence of
blighted and marginal lands and areas of chronic unemployment;
the development and retention of industry to use the available
resources of the community in order to retain the benefit of
its existing investment in educational and public service
facilities, by halting the movement of talented, educated
personnel of mature age to other areas and thus preserving the
economic and human resources needed as a base for providing
governmental services and facilities; more intensive
development of land available in the community to provide an
adequate tax base to finance the increase in the amount and
cost of governmental services; and a better distribution
of tax burdens between industrial or commercial properties
and residential properties;
(c) the Project has been approved by the Commissioner
of Securities of the State of Minnesota as tending to further
the purposes and policies of the Act;
(d) the financing of the Project, the issuance and sale
of the Bonds, the execution and delivery of the Lease and
of the Indenture, and the performance of all covenants
and agreements of the City contained in the Lease and
Indenture and of all other acts and things required under
the Constitution and laws of the State of Minnesota to make
the Lease, Indenture and Bonds valid and binding obligations
of the City in accordance with their terms, are authorized
by the Act;
(e) it is desirable that the Tenant be authorized, in
accordance with the provisions of Section 474.03(6) of
the Industrial Development Act and subject to the terms and
conditions set forth in Article 3 of the Lease, which terms
and conditions the City determines to be necessary, desirable
and proper, to provide for the acquisition and construction
of the Project by such means as shall'be available to the
Tenant and in the manner determined by the Tenant;
(f) it is desirable that a series of Industrial
Development Revenue Bonds in the amount of $1,830,000 be
issued by the City upon the terms set forth in the
Indenture, under the provisions of which the City's interest
in the Lease and the rentals thereunder are pledged to the
Trustee as security for and payment of the Bonds;
(g) the rentals charged in the Lease for the use of
the Project required by the Lease are fixed, and 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 Lease 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 all
taxes and special assessments levied upon or with respect to
the Project site and payable during the term of the Lease;
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(h) under the provisions of the Act and as provided
in the Lease 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, no holders of the Bonds
shall ever have the right to compel any exercise of the
taxing power 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, each Bond issued under the Indenture
shall recite that the Bond, including interest thereon,
is payable solely from the revenue pledged to the payment
thereof; and that no Bond shall constitute a debt of the City
within the meaning of any constitutional or statutory limitation.
4. The form of the Lease, Indenture, Guaranty and Bond
Purchase Agreement referred to in paragraph 2 are approved. The Lease,
with such variations, insertions and additions as the City Attorney
may hereafter deem appropriate, is directed to be executed in the
name and on behalf of the City by the Mayor and the City Manager, upon
execution thereof by the officers of the Company. The Indenture, with
such variations, insertions and additions as the City Attorney may
hereafter deem appropriate, is directed to be executed in the name and
on benalf of the City by the Mayor and the City Manager and delivered
to the Trustee. The Tenant's Guaranty is directed to be executed in
the name of and on behalf of the City by the Mayor and City Manager,
upon execution thereof by the Company and delivered to the Trustee.
The Official Statement, in substantially the form of the preliminary
Official Statement and with such variations, insertions and omissions
therein as the City Attorney may deem appropriate, is hereby approved
and the City ratifies, confirms and approves the use of the official
statement and consents to the distribution thereof to prospective
purchasers of the Bonds, provided that this authorization does not
apply to the information contained in the official statement relating
to the Company which has been supplied by the Company.
5. In anticipation of the collection of payments pursuant to
the Lease, the City shall proceed forthwith to issue the Bonds, in
the form and upon the terms set forth in the Indenture, which terms
are for this purpose incorporated in this resolution and made a part
thereof. The Mayor and City Manager are authorized and directed to
prepare and execute the Bonds as prescribed in the Indenture and to
deliver them to the Trustee, together with a certified copy of this
resolution and other documents required by the Indenture, for
authentication and delivery to the purchasers thereof.
6. The proposal of Miller & Schroeder Municipals, Inc. to
purchase the Bonds at a price of $1,756,800 plus accrued interest, upon
the terms and conditions set forth in the Indenture and the Bond
Purchase Agreement submitted to the City is hereby found and
determined to be reasonable and is accepted. The Mayor and City Manager
are authorized and directed to execute the Bond Purchase Agreement.
7. The Mayor, City Manager and City Clerk and other officers
of the City are authorized and directed to prepare and furnish
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 validlity and marketability
of the Bonds as such facts appear from the book and records in the
officers' custody and control or as otherwise known to them; and all
such certified copies, certificates and affidavits, including any here-
tofore furnished, shall constitute representations of the City as to
the truth of all statements contained therein.
8. 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 necessary and
appropriate and not to the prejudice of the interest of the City,
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 of the
approval of such documents in accordance with the terms hereof. In
the absence of the Mayor or City Manager, any of the documents
authorized by this resolution to be executed, may be executed by the
acting Mayor or acting City Manager, respectively.
9. The City Manager is hereby designated as City Representative
and the Mayor as alternate City Representative, for all purposes of
the Lease and Indenture, with full authority to do, in behalf of the
City, all those things required or authorized in the Lease and
Indenture by action or upon certification of the City Representative.
10. The Northwestern National Bank of Minneapolis is hereby
designated Authenticating Agent for purposes of authenticating
the bonds as provided in the indenture and pursuant to Minnesota
Statutes, Section 475.55, as amended.
11. The City elects to have the provisions of the
Internal Revenue Code of 1954, Section 103(c)(C)(D) relating
to issue of Industrial Revenue Bonds in an aggregate amount
exceeding $1,000,000 but not exceeding $5,000,000 apply to
this issue of bonds, and the City Manager is authorized and
directed to file the appropriate statement of the City with
the Internal Revenue Service.
Adopted by the City Coun 3 1 February 6, 1978.
Ma or
.dn stration: Approved as to form and legality:
%ilii W" af'
Cit •ttorney