RES 1982-51 - 00005984718
W. sl -1982
MWICIPAL INDUSHtM DHVEXCVNW ACT AND THE ISSUANCE OF
MEDICRI, CLINIC REMUS TO FINANCE TUB PROJECT
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BE IT RWMVID by the Council of the City of Fridley, Minnesota (the "City'),
as follows:
1. The Council has received a proposal from Columbia Park Properties, a
Minnesota general partnership (the "Company") that the City undertake to
finance a certain Project as herein described, pursuant to the Minnesota
Municipal Industrial Development Act, Chapter 474, Minnesota Statutes (the
'Act'), through issuance by the City of its $4,000,000 Medical Clinic Revenue
Hands, Series 1982 (Columbia Park Properties Project) (the "Bonds "), and in
accordance with a Bad Purchase Agreement (the 'Purchase Agreement") among the
City, the Canpany and Juran & Moody, Inc. (the 'Bond Purchaser').
2. The Company desires to acquire certain real estate and construct thereon
an approximately 30,000 square foot building and related improvements and
equipment suitable for use as a medical clinic facility (the "Project "). The
Project as described above will provide employment to 80 to 100 additional
persons and will otherwise further the policies and purposes of the Act and
the findings made in the preliminary resolution adopted by this Council on
December 14, 1981 with respect to the Project are hereby ratified, affirmed
and approved.
3. It is proposed that, pursuant to a Loan Agreement dated as of June 1,
1982, between the City and the Company (the "Loan Agreement'), the City loan
the proceeds of the Bonds to the Company to finance the cost of the Project.
MW 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 Bands when due. It is further proposed that the City
assign its rights to the basic payments and certain other rights under the
Loan Agreement to F 8 M Marquette National Bank, in Minneapolis, Minnesota
(the "Trustee ") as security for payment of the Bonds under an Indenture of
Trust dates as of June 1, 1982 (the "Indenture ") and that the Company grant a
mortgage and security interest in the Project to the Trustee pursuant to a
Mortgage and Security Agreement dated as of June 1, 1982 (the "Mortgage ") and
to further secure the payment of the Bonds and the interest thereon, enter
into an Assigment of Leases and Rents dated as of June 1, 1982 (the
'Assignment of Leases and Rents "). Pursuant to a Guaranty Agreement
(Corporate) dated as of June It 1982, Columbia Park Medical Group, P.A. has
guaranteed payment of the Bands and the general partners in the Company have
also executed a Guaranty Agreement (Personal) dated as of June 1, 1982 (the
"Guaranties').
3. This Council by action taken on December 14, 1981 gave preliminary
approval to the proposal and on or about February 19, 1982 the Commissioner of
Energy, Planning and Development of the State of Minnesota gave approval to
the Project as tending to further the purposes and policies of the Act.
4. Pursuant to the preliminary approval of the Council, forms of the
following documents have been submitted to the Council for approvals
(a) The Loan Agreement.
(b) The Indenture.
(c) The Mortgage (not to be executed by the City).
(d) The Assignment of Leases and Rents (not to be executed by the
City) .
(e) The Guaranties (not to be executed by the City).
(f) The Purchase Agreement.
(a) The Preliminary Official Stater, it dated May 26, 1982.
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5. It is hereby found, determined and declared that.
(a) the Project described in the Loan Agreement and Indenture
referred to above constitutes a Project authorized by the Act;
(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 use as a medical clinic.
(c) the Project is to be located within the City limits, at a site
which is easily aooessible to employees residing within the City and
the surrounding communities;
(d) the acquisition, construction and installation of the Project,
the issuance and sale of the Bonds, the execution and delivery by
the City of the Loan Agreement, the Purchase Agreement and the
Indenture, and the performance of all covenants and agreements of
the City contained in the Loan Agreement, Purchase Agreement and
Indenture and of all other acts and things required under the
constitution and laws of the State of Minnesota to make the Loan
Agreement, Purchase Agreement, Indenture and Bands valid and binding
obligations of the City in accordance with their terms, are
authorized 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, desirable and
proper, to complete the acquisition and installation of the Project
by such means as shall be available to the Company and in the manner
determined by the Company, and with 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 the
terms set forth in the Indenture;
(g) the Basic Payments under the Loan Agreement are fixed to
produce revenue sufficient to provide for the prompt payment of
principal of, premium, if any, and interest on the Bonds issued
under the Indenture when due, and the Loan Agreement, Mortgage and
Indenture also provide 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 Premises and payable during the
term of the Mortgage, Loan Agreement and Indenture;
(h) under the provisions of Minnesota Statutes, Section 474.10, 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 Bads shall ever have the fight
to compel any exercise by the City of its taxing powers to pay any
of the Bonds or the interest or premium thereon, or to enforce
payiment 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 or encumbrance, legal or equitable upon 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 recite that the Bonds are issued without moral
obligation on the part of the state or its political subdivisions,
and that the Bads, including interest thereon, are payable solely
from the revenues pledged to the payment thereof; and, the Bonds
shall not constitute a debt of the City within the meaning of any
constitutional or statutory limitation.
6. Subject to the approval of the City Attorney, the forms of the Loan
Agreement, the Purchase Agreement and Indenture and exhibits thereto and all
other documents described in paragraph 4 hereof are approved substantially in
the form submitted. The Loan Agreement, Indenture and Purchase Agreement in
substantially the form submitted, are directed to be executed in the name of
and on behalf of the City by the Mayor and the City Clerk, and any otner
documents and certificates 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 has not prepared nor made any independent investigation of the
information contained in the Preliminary Official Statement and the City takes
no responsibility for such information.
6. The City shall proceed forthwith to issue its Hands, in the form and upon
the terms set forth in the Indenture. The offer of the Bond Purchaser to
purchase the Bonds for 531,840,000 plus accrued interest to the date of
delivery at the interest rate or rates specified in the Indenture and to
deliver them to the Trustee is hereby accepted. The Mayor and City Clerk are
authorized and directed to prepare and execute the Bonds as prescribed in the
Indenture and to deliver them to the Trustee for authentication and delivery
to the Bad Purchaser.
9. The Mayor, Manager and City Clerk and other officers of the City are
authorized and directed to prepare and furnish to the Bond Purchaser certified
copies of all proceedings and records of the City relating to the bond, and
such other affidavits and certificates as may be required to show the facts
relating to the legality of the Bards as such facts appear 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.
10. The approval hereby given to the various documents referred to above
includes approval of such additional details therein as may be necessary and
appropriate and such modifications thereof, deletions therefrom and additions
thereto as may be necessary 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 Clerk, any of the documents
authorized by this resolution to be executed may be executd by the Acting
Mayor or the City Clerk, respectively.
PASSED AMID ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 7TH DAY OF
JUNEr 1982.
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WILLIAM V NEE — MAYOR - -
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