Loading...
RES 1982-39 - 0000595852 ;:ter. �,rn; ;• :r RESOLUTION • • • ISSUANCE I • E• REVENUE :r • PURSUANT • •:K.. Ms 4r74r MUMMM STATUTESr TO PROVIDE FUNDS TO BE WANED TO GERALD N. PROJECT •. BE IT RESOLVED by the City Council of the City of Fridley, Minnesota (the "City "), as follows: 1. w++.�tlyrl 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 construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act and to pledge revenues of the project and otherwise secure such bonds. 2. Authorization of Bond. The City Council hereby determines that it is desirable and expedient to authorize, and the City Council does hereby authorize, the issuance of a $750,000 City of Fridley Industrial Development Revenue Bond (Gerald W. Paschke and Rosemary E. Paschke Project), in substantially the form attached hereto as Exhibit 1 (the "Bond "), pursuant to the Act to provide funds to be loaned to Gerald W. Paschke and Rosemary E. Paschke, husband and wife, residing in the City of Plymouth, Minnesota (the "Borrowers "), to acquire, construct and equip an office building in the City together with site improvements therefor, all to be owned by-the Borrowers and leased to various tenants (the "Project'). 3. Documents Presented, Forms of the following documents relating to the Bond and the Project have been submitted to and examined by the City Council and are now on file in the office of the City Clerk: A. Loan and Purchase Agreement (the 'Loan Agreement "), dated as of May 1, 1982, by and among the City, the Borrowers and First Robbinsdale State Bank (the "Bank ") whereby, among other things, the City agrees to sell and the Bank agrees to purchase the Bond, the City agrees to make a loan to the Borrowers of the proceeds of the sale of the Bond and the Borrowers covenant to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of, premium, if any, and interest on the Bond; and B. Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") dated as of May 1, 1982, by and between the Borrowers and the Bank, whereby the Borrowers mortgage to the Bank, the Project Site and the other Project Facilities, all as defined in the Loan Agreement, as security for the Bond (this document not to be executed by the City); and C. Assignment of Rents (the "Assignment ") dated as of May 1, 1982, from the Borrowers to the Bank their interests in the leases and rents derived from the Project Facilities (this document not to be executed by the City) ; and D. Assignment and Pledge Agreement (the "Pledge Agreement ") in substantially the form attached hereto as Exhibit 2, dated as of May 1, 1982, whereby the City assigns to the Bank all of its interests in the Loan Agreement and Loan Repayments of the Borrowers payable thereunder (except its rights under Sections 5.02, 7.01, 8.04 and 8.05), for the purpose of securing the Band. 4. Findings. It is hereby found, determined and declared that: A. The Project, as described in paragraph 2 hereof and in the Loan Agreement, constitutes a project authorized by and described in Section 474.02, Subd, la, of the Act. B. The purpose of the Project is and the effect thereof will be to t Page 2 -- Resolution No. 39 -1982 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 commerce to use the available resources of the community, in order to retain the benefit of the oomm unity's existing investment in educational and public service facilities; and 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 providing a more adequate tax base to finance the costs of governmental services. C. The Project has been approved by a preliminary resolution of the City Council duly adopted October 20, 1980, and by the Commissioner of Securities and Real Estate of the State of Minnesota as tending to further the purposes and policies of the Act. D. The issuance and sale of the Bond, the execution and delivery of the Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements to the City containd in the Bond, the Loan Agreement and the Pledge Agreement and of all other acts and things required to make the Bond, the Loan Agreement and the Pledge Agreement 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 Bond or to the Loan Agreement, or questioning the organization of the City or its power or authority to issue the Bond or execute and deliver the Loan Agreement or the Pledge Agreement. F. The execution, delivery and performance of the City's obligations under the Bond, the Loan Agreement and the Pledge Agreement have been fully authorized by all requisite action, including adoption of this resolution, and do not and will not violate any provision of the City Charter or any order or judgment of any court or other agency of government in any litigation to which the City is a party or by which it is bound, 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 the City Charter or any such indenture, agreement or other instrument. G. The Loan Agreement provides for payments by the Borrowers to the Bank as Holder of the Bond for the account of the City of such amounts as will be sufficient to gay the principal of and interest on the Bond when due. No reserve funds are deemed necessary for this purpose. The Loan Agreement obligates the Borrowers to provide for the operation and maintenance of the Project Facilities, including adequate insurance, taxes and special assessments. H. Under the provisions of Section 474.10 of the Act, and the Bond shall recite that, the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Borrowers pursuant to the Loan Agreement which are pledged to the payment thereof, and, in event of default, moneys derived from foreclosure or other enforcement of the Mortgage or the Assignment; the City is not subject to any liability thereon; no Holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. I. No member of the City Council (i) has a direct or indirect interest in the Project, the Loan Agreement or the Bond, (ii) owns any capital stock of or has any other interest in the Project or the Bank, (iii) is an officer or director of the Bank or is a member of the immediate family of the Borrowers, (iv) has been involved in supervising the completion of the Project on behalf of the Borrowers, or (v) will receive any commission, bonus or other remuneration for or in respect of the Project, the Loan Agreement or the Band. �3 54 Page 3 -- Resolution No. 39 -1982 S. A=M' IIS7 FrX Lrl4i1 0f Documents. The forms of Loan Agreement, Pledge Agreement, Mortgage and Assignment referred to in paragraph 3 are approved. The Loan Agreement, Pledge Agreement, shall be executed in the name and on behalf of the City by the Mayor and the City Manager, upon execution of the Loan Agreement by the Borrowers and the Bank, or shall be executed by other appropriate officers of the City authorized to execute documents on behalf of such officers, 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, which approval shall be conclusively evidenced by the execution thereof. The Mortgage and the Assignment may contain such revisions as may be approved by the Bank and the Borrowers. 6. Amroval of Terms mA Sale _of Bond The City shall proceed forthwith to issue the Bond, in the authorized principal amount of $750,000, substantially in the form, maturing, bearing interest, payable in the installments and otherwise containing the terms and provisions set forth in the form of Bond attached hereto as Exhibit 1, which terms and provisions are hereby approved and incorporated in this Bond Resolution and made a part hereof. A single Bond, substantially in the form of Exhibit 1 to this Bond Resolution, shall be issued and delivered to the Bank in the principal amount of $750,000, as authorized by the Act, and the principal of and interest on the Bond shall be payable at the address of the registered owner as set forth on the registration books of the City. The proposal of the Bank to purchase the Bond at a purchase price of $742,500 (998 of par value) is hereby found and determined to be reasonable and is hereby accepted. Pursuant to the Loan Agreement, the Bank has agreed to gay the purchase price to provide funds to be loaned by the City to the Borrowers to pay the costs of the Project. 7. Execution and Delivery of Bond. the Bond may be in typewritten or printed form and shall be executed by the manual signatures of the Mayor and the City Manager, and the official seal of the City shall be affixed thereto. When so prepared and executed, the Bond shall be delivered to the Bank upon payment of the purchase price, and upon receipt of the signed legal opinion of Faegre & Benson, of Minneapolis, Minnesota, bond counsel, pursuant to the Loan Agreement. The 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. B. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be paid to the registered owner thereof in Federal or other immediately available funds. 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 Bond on his bond register as required by the Act and Section 475.63, Minnesota Statutes. 9. Muli,lated g Jpst. .=I gn or Destgovgd Bond. If the Bond is mutilated, lost, stolen or destroyed, the City may execute and deliver to the Holder a new Bond of like amount, date, number and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Borrowers evidence of such loss, theft or destruction satisfactory to the City and the Borrowers, together with indemnity satisfactory to them. The City and the Borrowers may charge the Holder with their reasonable fees and expenses in replacing any mutilated, lost, stolen or destroyed Bond. 10. Trancfeg of Bond: Person Treated as Holder. The Bond shall be transferable by the Holder on the bond register of the City, upon presentation of the Band for notation of such transfer thereon at the office of the City Clerk, as bond registrar, accompanied by a written instrument of transfer in form satisfactory to the City Clerk duly executed by the Holder or its attorney duly authorized in writing. The Bond shall continue to be subject to successive transfers, at the option of the Holder of the Bond. No service charge shall be made for any such transfer, but the City Clerk may require payment of a sum sufficient to cover any tax or other governmental charge payable in cone °ction therewith. The person in whose name the Bond shall be issued or, if sansfcrredj shall be registered frow rime Lo ��we aivall :,e deemed and regarded as the absolute Holder thereof for all purposes, and I Page 4 -- Resolution No. 39 -1982 payment of or on account of the principal of and interest on the Band shall be made only to or upon the order of the Holder thereof, or its attorney duly authorized in writing and neither the City. the City Clerk, the Borrowers, nor the Bank shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. The Bond shall be initially registered in the name of the Bank. 11. wady=tal bang g =4 E34 ifigatigm to W= Aar==t, Jjedge agrc mcnt and Bond p ol, +on. Except pursuant to Section 9.03 of the Loan Agreement, ' the City shall not enter into or make any change, modification, alteration or termination of the Loan Agreement, the Pledge Agreement or this Bond Resolution. 12. Pledge to Bank. Pursuant to the Pledge Agreement, the City shall pledge and assign to the Bank all interest of the City (other than certain rights to indemnity and repayment of advances and expenses) in the revenues of the Project and the Project Facilities, including all Loan Repayments to be made by the Borrowers under the Loan Agreement and moneys derived from enforcement of the Mortgage, Assignment or Guaranty. All collections of moneys by the City in any proceeding for enforcement of the obligations of the Borrowers under the Loan Agreement shall be received, held and applied by the City for the benefit of the Holder of the Band. 13. Covenants with W dgrge Eoforgeahilit . All provisions of the Bond and of this Bond Resolution and all representations and undertakings by the City in the Loan Agreement are hereby declared to be covenants between the City and the Bank and its successor Holders of the Bond and shall be enforceable by the Bank or any Holder in a proceeding brought for that purpose, '-provided that no such covenant, representation or undertaking shall ever give rise to any general liability of the City, its employees, officers or agents or constitute a charge against its general credit or taxing powers. • 14. Authorized Representative. The City Clerk is hereby designated as the Authorized Municipal representative for all purposes of the Loan Agreement with full authority to do on behalf of the City all those things required or authorized by the Loan Agreement to be done by action or certificate of the Authorized Municipal Representative. 15, Definitions a„nd JUtgm�etation. Terms not otherwise defined in this Bond Resolution but defined in the Loan Agreement shall have the same meanings in the Bond Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in Section 9.01 of the Loan Agreement. In case any provision of this Bond Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this Bond Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 16. Certifjcatjpna. The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Faegre and Benson, bond counsel, to the Borrowers, to the Bank and to counsel for the Borrowers and the Bank, certified copies of all proceedings and records of the City relating to the Project and the Bond, 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 control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 3RD DAY OF MAY, 1982. ATTEST: WILLIAM J. NEE - R 'J Resolution No. 39 -1982 .4•. : • • u • ay.. • 1A.LTED b�k= OF AMERICA SLUM OF . N:SOT CDUNTY OF ,177 CITY OF FRIDLEY Industrial Development Revenue Bond (Gerald W. Paschke and Rosemary E. Paschke Project) No. R -1 $750,000 The City of Fridley, a municipal corporation in the County of Anoka and State of Minnesota (the "City "), for value received, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to First Robbinsdale State Bank (the "Bank') or registered assigns the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000), on May 1, 1997, upon the presentation and surrender hereof, and to make prepayment of said principal sum in monthly installments as hereinafter provided, and to pay to the owner hereof interest on the outstanding and unpaid balance of such principal sum from the date hereof until said principal sum is paid, to and until May 1, 1987, at a rate equal to Thirteen per centum (13.00%) per annum, and from May 1, 1987, to and until May 1, 1992, at a rate equal to 99% of the 20 -year Bond Buyer's Index, as published in the Daily Bond Buyer (the "Index "), on April 30, 1987 (or, if not published on such date, then as of the next preceding date on which the Index is published), and from May 1, 1992, until maturity at a rate equal to 99% of the Index, as published on April 30, 1992 (or, if not published on such date, then as of the next preceding date on which the Index is published), provided that the rate of interest hereon shall in no event be less than 11.00% per annum, nor greater than 15.00% per annum, calculated on the basis of the actual number of days elapsed in a 360 -day year. Principal , and interest shall be payable in regular monthly installments beginning June 1, 1982, and continuing on the first day of each month thereafter to and including April 1, 1997, each such installment during the period from the date hereof to May 1, 1987, to be in the amount of $8,561, and during each of the periods from May 1, 1987, to May 1, 1992, and from May 1, 1992, to May 1, 1997, in such greater or lesser amount as is estimated by the Bank to be necessary to amortize the remaining principal balance over a 25 year term due to any change in the interest rate payable during such period, and a final installment shall be paid on May 1, 1997, equal to the entire unpaid principal of and interest on this Bond. Principal and interest shall be paid to the registered holder hereof in lawful money of the United States at the address set forth on the registration books of the City. This Bond is issued pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; no holder of this Bond shall ever have the right to compel the exercise of the taxing power of the City to pay this Bond or the interest hereon, nor to enforce payment hereof against any property of the City; and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. This bond and the interest hereon are not to be payable from nor charged upon any funds other than amounts payable by Gerald W. Paschke and Rosemary E. Paschke, ' husband and wife, residing in the City of Plymouth, Minnesota (the "Borrowers "), pursuant to the Loan Agreement, which are pledged to the payment hereof, and, in event of default, moneys derived from foreclosure or other enforcement of the Mortgage or Assignment described below. This Bond is a special obligation in the principal amount of $750,000, which has been authorized by law to be issued and has been issued for the purpose of ON Resolution No. 39 -1982 funding a loan from the City to the Borrowers to finance costs of acquiring, constructing and equipping an office building in the City, together with site improvements therefor (the 'Project") all to be owned by the Borrowers and leased to various tenants. This Bond is issued pursuant to a Loan and Purchase Agreement dated as of May It 1982 (the "Loan Agreement ") by and among the City, the Borrowers to finance costs of acquiring, constructing and equipping an office building in the City, together with site improvements therefor (the "Project ") all to be owned by the Borrowers and leased to various tenants. This Bond is issued pursuant to a Loan and Purchase Agreement dated as of May 1, 1982 (the 'Loan Agreement ") by and among the City, the Borrowers and the Bank, and a Bond Resolution of the City duly adopted by its City Council on May 3, 1982. Pursuant to an Assignment and Pledge Agreement dated as of May It 1982 (the "Pledge Agreement'), the City has assigned its interest in the Loan Agreement (except its rights to indemnity and repayment of expenses and advances under Sections 5.028, 7.01, 8.04 and 8.05 thereof) to the Bank. This Bond is secured by the Loan Agreement, the Pledge Agreement, the Band Resolution, a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of May If 1982 (the "Mortgage "), from the Borrowers to the Bankr and an Assignment of Rents dated as of May It 1982 (the "Assignment")r from the Borrowers to the Bank, to which Loan Agreement, Pledge Agreement, Bond Resolution, Mortgage and Assignment and amendments thereof reference is hereby made for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature and extent of the security thereby created, the rights of the Holder of this Bond, and the rights, immunities and obligations of the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, Pledge Agreement, the Mortgage and the Assignment are on file at the office of the City Clerk. This Bond shall be subject to prepayment on any interest payment date, at the option of the City, at the request of the Borrowers, in whole or in part, at a prepayment price equal to the principal amount hereof to be prepaid; plus accrued interest thereon, all as more fully provided in Section 5.04 of the Loan Agreement. Partial prepayments shall be applied against installments of principal in inverse order of maturity. In the event of a Determination of Taxability, as provided in the Loan Agreement, this Bond shall be subject to mandatory redemption at a price equal to the outstanding principal balance hereof, plus accrued interest to the date of redemption, together with such additional amounts as are sufficient to compensate the Bank for additional amounts as are sufficient to compensate the Bank for additional income taxes, interest and penalties, all as further provided in Section 5.05 of the Loan Agreement. Notice of any such prepayment or redemption shall be given or registered assigns of this Bond by certified or registered mail, addressed to him at his registered address, not less than ten (10) days prior to the date fixed for prepayment, and shall be published, if required by law, in a financial journal circulated in the English language in the City of Minneapolis, Minnesota, at least once, not less than ten (10) days before the date so fixed for prepayment. At the date fixed for prepayment, funds shall be paid to the owner hereof at the office of the Bank or shall be deposited with the Bank, sufficient to pay this Bond, or the principal amount hereof to be prepaid, and accrued interest hereon. Upon the happening of the above conditions, principal portions of this Bond to be thus prepaid shall not bear interest after the date specified for prepayment. This Bond is transferable, as provided in the Bond Resolution, only upon the bond register of the City Clerk, as bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution. In case an Event of Default, as defined in the Loan Agreement, occurs, this Bond and the Loan Repayments thereafter to become due under the Loan Agreement may become immediately due and payable, in the manner and with the effect and subject to the conditions provided in the Loan Agreenent. The Holder of this Bond shall have the right to enforce the provisions of the Bond Resolution, Loan Agreement, Pledge Agreement, Mortgage and Assignment. The terms and provisions of the Bond Resolution, Loan Agreement, Pledge Agreement, Mortgage and A signuuent or if any instrwi*nt supplemem�i thereto, may be modified or altered pursuant t o Section 9.03 of the Loan Agreement and paragraph ll of the Boni Resolution. 58 Resolution No. 39 -1982 It is her certified and recited and the City Council has found: That the Project is an eligible 'project" defined in Section 474.02, Subd. la, of the Act; that the issuance of this Bond and the acquisition and construction of the «oje<.t will promote the public welfare and carry out the purposes of the Act; that the Project has been approved by the Commissioner of Securities and Real Estate of the State of Minnesota as tending to further the purposes and policies of the Act; and that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been properly done, have happened and have been performed in regular and due time, form and manner as required by law. IN WITNESS WHEREOF, the City of Fridley, by its City Council, has caused this Band to be signed in its behalf by the manual signatures of its Mayor and City Manager, and sealed with the corporate seal of the City, all as of the 3rd day of May, 1982. And by _,S/Nasim M. Oureshi City Manager CITY OF FRIDLEY Vv v By ­S/William J. Nee Mayor (SEAL) (Form of Transfer) For value received, the undersigned owner does hereby assign and transfer the foregoing Bond to the named Assignee, and the undersigned City Clerk of the City of Fridley, as bond registrar, hereby certifies that the foregoing Bond has been transferred and registered on the bond register in the name of such Assignee. , Date of Name of Signature of Signature of Transfer on Assignee Owner City Clerk Bond Register Resolution No. 39 -1982 EXHIBIT 2 TO BOND RESOLUPION This Assignment and Pledge Agreement (this "Pledge Agreement ") is made as of the 1st day of May, 1982, between the CITY OF FRIDLEY, Minnesota, a municipal corporation in the County of Anoka and State of Minnesota (herein called the "City ") and FIRST ROBBINSOALE STATE BANK (herein called the 'Bank'). Recitals The City has executed and delivered to the Bank its single fully registered Industrial Development Revenue Bond (Gerald W. Paschke and Rosemary E. Paschke Project) in the principal amount of $750,000, dated the date of delivery thereof (the "Bond"), and issued pursuant to a bond resolution adopted by the City Council of the City on May 3, 1982 (the "Bond Resolution'). The proceeds of the Bond have been or are to be loaned to Gerald W. Paschke and Rosemary E. Paschke, husband and wife, residing in the City of Plymouth, Minnesota (the "Borrowers "), pursuant to a Loan and Purchase Agreement dated as of May 1, 1982, among the City, the Bank and the Borrowers (the "Loan Agreement ") . The Bond is payable from and secured by the Loan Repayments to be made by the Borrowers under the Loan Agreement and the Bank, as a condition to the purchase of the Bond, has required the execution of this Pledge Agreement. ACCORDINGLY, as authorized by the Bond Resolution and in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the City does hereby grant, transfer and assign to the Bank and its registered assigns of the Bond, all of the right, title and interest of the City in the Loan Agreement and the Loan Repayments of the Borrowers payable thereunder (except for the rights of the City under Sections 5.02, 7.01, 8.04 and 8.05 thereof relating to expenses, indemnity and advances of the City), all for the purpose of securing the Bond. IN WITNESS WHERDOF, the City has executed this Pledge Agreement as of the date first above written. And by _.,S/Nasim M. Qureshi City Manager [M] CITY OF FRIDLEY By ,_,S/William J. Mayor `--