RES 1981-139 - 00006392- LIM
RESO M`IOM AD. 139 — 1981
'•I' 1 • N PROVII)ING FOR TOE ISSUANCE AND SAIM OF
REVENUE BONDS • PROVIDE FUNDS • BE IDANED TO T13LE
MMB COMPANY FOR INDUSIRIAL PF93JECT AND APPROVING AND
AUD]CRIZING EKHCMT]N AM DNWNERY OF R INDENTUREr
COMPANY PROJECT)
NJW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley,
Anoka County, Minnesota as follows:
1. The City is, by the Constitution and Laws of the State of Minnesota,
including Chapter 474, Minnesota Statutes, as amended (the "Act ")
authorized to issue and sell its revenue bonds for the purpose of
financing the cost of aoquistion and construction of authorized projects
and to enter into contracts necessary or convenient in the exercise of the
powers granted by the Act.
2. This Council proposed that the City shall issue and sell its revenue
bonds pursuant to the Act and loan the proceeds thereof to The Webb
Company (the "Company ") to provide financing for the acquisition and
construction of an industrial facility in the Municipality for use by the
Company in its printing business (the "Project "), all pursuant to the Act.
Forms of the following documents relating to the Project have been
submitted to the City Council and are now on file in the office of the
City Clerk:
a. Loan agreement, dated as of December 11 1981, between the City
and the Company whereby the City agrees to make a loan to the Company
and the Company agrees to complete the Project and to pay amounts
sufficient to provide for the prompt payment of the principal of and
interest on $9,000,000 Industrial Development Revenue Bonds (The Webb
Company Project), Series 1981 (the "Bonds "), to be issued by the
City;
b. Trust Indenture, dated as of December 11 1981, between the City
and The First Trust Company of St. Paul, as Trustee, pledging the
revenues to be derived from the Loan Agreement as security for such
Bonds and setting forth proposed recitals, covenants and agreements
relating thereto;
c. Bond Purchase Agreement dated as of December 11 1981 among the
City, the Company and Fidelity Tax Exempt Money Market Trust (the
"Purchaser ") whereby the Purchaser agrees to purchase the Bonds under
the terms and conditions therein set forth;
d. Letter of Credit issued by the First National Bank of St. Paul
(the "Bank ") securing payment of principal, premium, if any, and
interest on the Bonds (the "Letter of Credit ");
e. Letter of Credit agreement dated as of December IF 1981 between
the Company and the Bank; and '
f. Mortgage from the Company and Security Agreement from a
subsidiary of the Company to the Trustee to secure payment of
principal of, premium, if any, and interest on the Bands.
3. Findings. It is hereby found, determined and declared that:
a. The Project, as more fully described in the Loan Agreement and
Indenture referred to in paragraph 21 constitutes a project
authorized by and described in Section 474.02, Subd. 1 of the Act.
b. The purpose of the Project is and the effect thereof will be to
promote the public welfare by: preventing the emergence of blighted
and marginal lands and areas of chronic unemployment, preventing
economic deterioration; the development of sound industry and
conmrerce to use the available resources of the cotmmunity, in order to
retain the benefit of the community's existing investment in
educational and public service facilities; halting the movement of
talented, educated personnel to other areas and thus preserving the
economic and human resources needed as a base for providing
governmental services and facilities; and increasing the tax base of
the City and of the county and school district in which the City is
located.
c. The Project has been approved by preliminary resolution of the
Council duly adopted September 81 1980 and by the Commissioner of
Securities of the State of Minnesota as tending to further the
purposes and policies of the Act.
d. The issuance and sale of the Bonds, the execution and delivery of
the Bond Purchase Agreement, the Loan Agreement and Trust Indenture
and of all other acts and things required under the Constitution and
laws of the State of Minnesota to make the Bond Purchase Agreement,
the Loan Agreement, Trust Indenture and Bonds Valid and binding
obligations of the City in accordance with their terms, are
authorized by the Act.
e. There is no litigation pending or, to the best of its knowledge,
threatened against the City relating to the Project or to the Bonds,
Loan Agreement, Bond Purchase Agreement or Trust Indenture or
questioning the organization, powers or authority of the City.
f. To the best of its knowledge, the execution, delivery and
performance of the City's obligations under the Bonds, the Trust
Indenture, Bond Purchase Agreement and the Loan Agreement have been
fully authorized by all requisite action and do not and will not
violate any law, any order of any court or other agency of
government, or any indenture, agreement or other instrument to which
the City is a party or by which it or any of its property is bound,
or be in conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument.
g. The Loan Agreement provides for payments by the Company to the
Trustee for the account of the City of such amounts as will be
sufficient to gay the principal of, premium (if any) and interest on
the Bands when due. The Loan Agreement obligates the Company to
provide for the payment of operation and maintenance expenses,
including adequate insurance, taxes and special assessments.
h. Under the provisions of Section 474.10 of the Act, and as
provided in the Loan Agreement and Trust Indenture, the Bonds are not
to be payable from nor charged upon any funds other than amounts
payable by the Camipsuiy pursuant to the Loan Agreement, the property
pledged by the Company under the Mortgage, and moneys in the Funds
and Accounts held by the Trustee which are 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 the exercise of the
taxing power of the City to pay any of the Bonds or the charge
against the general credit or taxing powers of the City and that the
Bond does not constitute an indebtness of the City within the meaning
of any constitutional or statutory limitation.
i. No member of the City Council (i) has a direct or indirect
interest in the Project, the Loan Agreement, the Letter of Credit,
the Letter of Credit Trust Indenture or Bonds, (ii) owns any capital
stock of or other interest in the Project or the Company, (iii) is an
officer or director of the Company, (iv) will be involved in
supervising the completion of the Project on behalf of the Company,
or (v) will receive any commissiont bonus or other remuneration or in
respect of the Project, the Loan Agreement, the Bonds, the Mortgage,
the Security Agreement or the Trust Indenture.
a��
4. The forms of the Bond Purchase Agreement, Loan Agreement, Trust
Indenture, Letter of Credit, Letter of Credit of Agreement, Security
Agreement and Mortgage referred to in paragraph 2 are approvedr subject to
approval of the City Attorney of the Loan Agreement and Trust Indenture
shall each be executed in the name and on behalf of the City by the Mayor
and City Manager in substantially the form on file, but with all such
changes therein, not inconsistent with the Act or other law, as may be
approved by the officers executing the same.
5. The City shall proceed forthwith to issue its City of Fridley
Industrial Development Revenue Bonds (The Webb Company Project), Series
1981, dated as of the date of delivery, in the aggregate principle amount
of $9,000,000 in the form upon the terms set forth in the Trust Indenture '
and Bond Purchase Agreement, which terms are for this purpose incorporated
in this resolution and made a part hereof. The proposal of the Purchaser
to purchase such Bonds at a price of $9,000,000, is hereby found and
determined to be reasonable and is hereby approved. 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 the other document required
by Section 2.09 of the Indenture, for authentication and delivery to
Faegre & Benson as born] oounsel, each Bond shall contain a recital that it
is issued pursuant to the Act, and such recital shall be conclusive
evidence of the validity and regularity of the issuance thereof. The
Trustee is hereby appointed as authenticating agent pursuant to Minnesota
Statutes, Section 475.55.
6. The Mayor, City Manager and City Clerk and other officers of the City
are authorized and directed to prepare and furnish to the Purchaser of the
Bonds, when issued, 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 appearing from the books and records in
the officers' custody and ocntrol or as otherwise known to them; and all
such certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute reperesentations of the City as to
the truth of all statements contained therein.
7. The City hereby elects that the $10 million limitation of capital
expenditures set forth in Section 103(b)(6)(D) of the Internal Revenue
Code shall be applicable to the Project and the Bonds, and the City
Manager shall execute and file on behalf of the City the form of election
required by said Section and the regulations thereunder.
8. The City Clerk is authorized and directed to deliver a certified copy
of this Bond Resolution to the County Auditor of Anoka County, together
with such other information as the County Auditor may require, and obtain
the certificate of the County Auditor as to entry of the Bonds on his bond
register as required by the Act and Section 475.63, Minnesota Statutes.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 14TH
DAY OF DECEMBER, 1981.
V r ) \ �'`
�
WILL J. NEE - MAYOR
ATBW:
I W4K$]W 1 ZI G(F 24 •