RES 1984-121 - 00005562245
RESOLUTION NO. 121 — 1984
A RESOLUTION AUTHORIZING THE ISSUANCE OF $7,730,000 CITY
OF FRIDLEY INDUSTRIAL DEVELOPMENT REVENUE BONDS (NORTH
FREEWAY INVESTORS)
' WHEREAS, the Municipal Industrial Development Act, Minnesota Statutes, Chapter
474, as amended (the "Act ") , declares that the welfare of the State of
Minnesota (the "State ") requires active promotion, attraction, encouragement
and development of economically sound industry and commerce through
governmental action to prevent, so far as possible, emergence of blighted
lands and areas of chronic unemployment, and it is the policy of the State to
facilitate and encourage action by local government units to prevent the
economic deterioration of such areas to the point where the process can be
reversed only by total redevelopment through the use of local, state and
federal funds derived from taxation with the attendant necessity of relocating
displaced persons and of duplicating public services in other areas; and
WHEREAS, the Act further finds and declares that such governmental action is
required by technological change that has caused a shift to a significant
degree in the area of opportunity for educated youth to processing,
transporting, marketing, service and other industries, and unless existing and
related industries are retained and new industries are developed to use the
available resources in each community, a large part of the existing investment
of the community and of the State as a whole in educational and public service
facilities will be lost, and the movement of talented, educated personnel of
mature age to areas where their services may be effectively used and
compensated and the lessening attraction of persons and businesses from other
areas for the purposes of industry, commerce and tourism will deprive the
community and the State of the economic and human resources needed as a base
for providing governmental services and facilities for the remaining
population; and
WHEREAS, the Act further finds and declares that such governmental action is
required by the increase in the amount and cost of governmental services and
the need for more intensive development and use of land to provide an adequate
tax base to finance these costs; and
WHEREAS, the City of Fridley, Anoka County, Minnesota (the "Issuer ") is
authorized by the Act to enter into a revenue agreement with any person, firm
or public or private corporation or federal or state governmental subdivision
or agency in such manner that payments required thereby to be made by the
contracting party shall be fixed and revised from time to time as necessary so
as to produce income and revenues sufficient to provide for the prompt payment
of the principal of, premium, if any, and interest on all bonds issued under
the Act when due, and the revenue agreement shall also provide that the
contracting party shall be required to pay all expenses of the operation and
maintenance of a 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 and payable during the
term of the revenue agreement; and
Page 2 — Resolution No. 121 - 1984 246
WHEREAS, the Act further authorizes the Issuer to issue revenue bonds, in
anticipation of the collection of revenues of a project, to finance, in whole
or in part, the cost of acquisition, construction, installation, completion,
reconstruction, improvement, betterment or extension of any such project; and
WHEREAS, North Freeway Investors, a Minnesota general partnership (the
"Borrower "), proposes to acquire, construct and equip office /industrial
service facilities (the "Project ") in the City of Fridley to be owned by the
Borrower, and the Issuer desires to finance said Project upon the terms and
conditions as required by the Act and as in the Agreement (as hereinafter
defined) set forth; and
WHEREAS, the Issuer proposes to undertake said facilities as a project
authorized under the Act and to finance the cost thereof by the issuance of
revenue bonds of the Issuer under the Indenture (as hereinafter defined); and
WHEREAS, the Issuer proposes to enter into an Indenture, dated as of October
1, 1984 (the "Indenture ") , with Norwest Bank Minneapolis, National
Association, in Minneapolis, Minnesota (the "Trustee ") , to provide, among
other things, for the issuance by the City of Fridley, Minnesota, of its
Floating Rate Demand Commercial Development Revenue Bonds (North Freeway
Investors Project) , Series 1984, dated as of the date of delivery thereof, in
the aggregate principal amount of $7,730,000 (the "Bonds "), and the Issuer and
the Borrower have proposed to enter into a Loan Agreement, dated as of October
1, 1984 (the "Agreement "), so as to, among other things, loan the proceeds of
the Bonds to the Borrower to be used to acquire, construct and install the
Project, and the Borrower, the Trustee, the Issuer and Citibank N.A. (the
"Bank ") have proposed to enter into a Disburing Agreement, dated as of October
1, 1984 (the "Disbursing Agreement ") , so for as to provide the proper use of
the proceeds of the Bonds, and the Borrower and the Trustee have proposed to
enter into a Mortgage, Security Agreement and Fixture Financing Statement,
dated as of October 1, 1984 (the "Mortgage "), so as to secure the performance
of the Borrower's obligations under the Agreement, and the Borrower proposes
to obtain an Irrevocable Letter of Credit from the Bank to secure the Bonds,
and copies of the proposed Agreement, Indenture, Mortgage and Disbursing
Agreement have been placed on file in the office of the City Manager; and
WHEREAS, the Bonds issued under the Indenture will be secured by a pledge and
assignment of the loan repayments to be paid to the Issuer by the Borrower as
required by the Agreement (the "Loan Repayments ") and other revenues derived
by the Issuer from the Mortgaged Property under the Mortgage (the "Mortgaged
Property ") and the Issuer's rights (except certain rights as to
indemnification and reimbursement of expenses) under the Agreement and the
Mortgaged Property, and the Bonds shall be further secured by an Irrevocable
Letter of Credit issued by the Bank, and the Bonds shall be further secured by
moneys in a Reserve Fund (as defined and established by the Indenture), and
the principal of, premium, if any, and interest on the Bonds shall be payable
solely from the revenues pledged therefor, and the Bonds shall not constitute
a debt of the Issuer within the meaning of any constitutional or statutory
limitation nor shall constitute or give rise to a pecuniary liability of the
Issuer or a charge against the Issuer's general credit or taxing powers and
shall not constitute a charge, lien or encumbrance, legal or equitable, upon
any property of the Issuer other than its interest in said Project; and
Page 3 — Resolution No. 121 - 1984
24'7
WHEREAS, the Issuer proposes to loan the proceeds of the Bonds to the Borrower
to acquire, construct and install the Project, with the disbursement of such
proceeds controlled by the Disbursing Agreement, and the Borrower desires to
borrow the proceeds from the Issuer to finance the Project upon the terms and
conditions as required by the Act and as set forth in the Agreement; and
WHEREAS, under the Agreement, the Borrower is to pay to the Issuer sufficient
moneys each year to pay the principal of, premium, if any, and interest on the
Bonds issued to finance the Project, and the Borrower is to provide the cost
' of maintaining said Project in good repair, the cost of keeping the Project
properly insured and any payments required for taxes; and
WHEREAS, Dougherty, Dawkins, Strand & Yost, Incorporated, Minneapolis,
Minnesota, (the "Original Purchaser "), has proposed to purchase the Bonds on
the terms and conditions contained in the Indenture:
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY,
MINNESOTA, THAT:
1. The loan to the Borrower under the Agreement to finance the acquisition,
construction and installation of the Project is hereby authorized and
approved.
2. For the purpose of financing the cost of the acquisition, construction and
installation of the Project, there is hereby authorized the issuance of
$7,730,000 aggregate principal amount City of Fridley, Minneosta, Floating
Rate Demand Commercial Develoment Revenue Bonds (North Freeway Investors
Project) Series 1984, dated as of the date of issuance thereof (the "Bonds ") .
The Bonds shall be issued in fully registered form, shall be in such
denominations, shall be numbered, shall be dated, shall mature, shall bear
interest, shall be subject to redemption prior to maturity, shall be in such
form and shall have such other details and provisions as are prescribed by the
Indenture.
3. The Bonds shall be special obligations of the Issuer, payable solely from
the revenues received by the Issuer from the Agreement, in the manner provided
in the Indenture. As security for the payment of the principal of, premium,
if any, and interest on the Bonds, pro rata and without preference of any one
Bond over any other Bond, the City Council of the Issuer hereby authorizes and
directs the Mayor and the City Manager to execute and the City Clerk- Treasurer
to attest under the corporate seal of the Issuer the Indenture and to deliver
to the Trustee the Indenture and does hereby authorize and direct the
execution of the Bonds by the facsimile signatures of the Mayor and the City
Manager as attested by the facsimile signature of the City Clerk- Treasurer and
does hereby provide that the Indenture shall provide the terms and conditions,
covenants, rights, obligations, duties and agreements of the holders of the
Bonds, the Issuer and the Trustee as set forth therein.
Page 4 — Resolution No. 121 - 1984 248
All of the provisions of the Indenture, when executed, and delivered as
authorized herein, shall be deemed to be a part of this resolution as fully
and to the same extent as if incorporated verbatim herein and shall be in full
force and effect from the date of execution and delivery thereof. The
Indenture shall be substantially in the form on file in the office of the City
Manager with such necessary and appropriate variations, omissions and
insertions as permitted or required or as the City Manager, in his discretion,
shall determine, and the execution thereof by the City Manager shall be
conclusive evidence of such determination.
' 4. The Mayor, the City Manager and the City Clerk- Treasurer are hereby
authorized and directed to execute, attest and deliver the Disbursing
Agreement by and between the Issuer and the Borrower. All of the provisions
of the Disbursing Agreement, when executed and delivered as authorized herein,
shall be deemed to be a part of this resolution as fully and to the same
extent as if incorporated verbatim herein and shall be in full force and
effect from the date of execution and delivery thereof. The Disbursing
Agreement shall be substantially in the form on file in the office of the City
Manager with such necessary and appropriate variations, omissions and
insertions as permitted or required or as the City Manager, in his discretion,
shall determine, and the execution thereof by the City Manager shall be
conclusive evidence of such determination.
5. All covenants, stipulations, obligations and agreements of the Issuer
contained in this resolution and contained in the Indenture, the Agreement and
the Disbursing Agreement shall be deemed to be the covenants, stipulations,
obligations and agreements of the Issuer to the full extent authorized or
permitted by law, and all such covenants, stipulations, obligations and
agreenents shall be binding upon the Issuer. Except as otherwise provided in
this resolution, all rights, powers and privileges conferred and duties and
liabilities imposed upon the Issuer or the City Council thereof by the
provisions of this resolution or the Indenture, the Agreement or the
Disbursing Agreement shall be exercised or performed by the Issuer or by such
members of the City Council or by such officers, board, body or agency thereof
as may be required by law to exercise such powers and to perform such duties.
No covenant, stipulation, obligation or agreement herein contained or
contained in the Indenture, the Agreement or the Disbursing Agreement shall be
deemed to be a covenant, stipulation, obligation or agreement of any member of
the City Council or any officer, agent or employee of the Issuer in that
person's individual capacity, and neither the City Council of the Issuer nor
any officer executing the Bonds shall be liable personally on the Bonds or be
subject to any personal liability or accountability by reason of the issuance
thereof.
6. Except as herein otherewise expressly provided, nothing in this resolution
or in the Indenture, express or implied, is intended or shall be construed to
confer upon any person or firm or corporation other than the Issuer, the
holders of the Bonds issued under the provisions of this resolution and the
Indenture and the Trustee any right, remedy or claim, legal or equitable,
under and by reason of this resolution or any provision hereof or of the
Indenture or any provision thereof; this resolution, the Indenture and all of
their provisions being intended to be and being for the sole and exclusive
benefit of the Issuer and the holders from time to time of the Bonds issued
under the provisions of this resolution and the Indenture.
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Page 5 — Resolution No. 121 - 1984 249
7. In case any one or more of the provisions of this resolution, the
Indenture, the Agreement, the Disbursing Agreement or any of the Bonds issued
hereunder shall for any reason be held to be illegal or invalid, such
illegality or invalidity shall not affect any other provision of this
resolution, the Indenture, the Agreement, the Disbursing Agreement or the
Bonds, but this resolution, the Indenture, the Agreement, the Disbursing
Agreement and the Bonds shall be construed and endorsed as if such illegal or
invalid provision had not been contained therein. The terms and conditions
set forth in the Indenture, the Agreement and the Disbursing Agreement, the
pledge of revenues and other sums payable under the Agreement, the creation of
the funds provided for in the Indenture, the provisions relating to the
handling of the proceeds derived from the sale of the Bonds pursuant to and
under the Indenture and the handling of said revenues and other moneys are all
commitments, obligations and agreements on the part of the Issuer contained in
the Indenture, and the invalidity of the Indenture, the Agreement and the
Disbursing Agreement shall not affect the commitments, obligations and
agreements on the part of the Issuer to create such funds and to handle said
revenues, other moneys and proceeds of the Bonds for the purposes, in the
manner and according to the terms and conditions fixed in the Indenture, it
being the intention hereof that such commitments on the part of the Issuer are
as binding as if contained in this resolution separate and apart from the
Indenture, the Agreement and the Disbursing Agreement.
8. The Bonds shall contain a recital that the Bonds are issued pusuant to the
Act, to finance a "project" within the meaning of Section 474.02, Subdivision
lc thereof, and such recital shall be conclusive evidence of the validity of
the Bonds and the regularity of the issuance thereof, and all acts, conditions
and things required by the Hone Rule Charter of the Issuer, the Constitution
and the laws of the State relating to the adoption of this resolution, to the
issuance of the bonds and to the execution of the Indenture, the Agreement and
the Disbursing Agreement to happen, to exist and to be performed precedent to
and in the enactment of this resolution and precedent to the issuance of the
Bonds and precedent to the execution of the Indenture, the Agreement and the
Disbursing Agreement have happened, do exist and have been performed as so
required by law.
9. The officers of the Issuer, attorneys, engineers and other agents or
employees of the Issuer are hereby authorized to do all acts and things
required of them by or in connection with this resolution, the Indenture, the
Agreement and the Disbursing Agreement for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Bonds,
the Indenture, the Agreement, and this resolution.
10. The Issuer has not participated in the preparation of any preliminary
official statement or final official statement and assumes no responsibility
for the sufficiency, accuracy, or completeness of any statement or information
contained in any summary of the financing contemplated by the issuance of the
Bonds.
11. The Trustee is hereby designated as the paying, authenticating and
transfer agent and registrar for the Bonds.
Page 6 — Resolution No. 121 - 1984 2550
12. The City Manager of the Issuer is hereby designated and authorized to act
on behalf of the Issuer as the Issuer Representative under the Agreement. The
City Clerk- Treasurer of the Issuer is hereby designated and authorized to act
on behalf of the Issuer as an alternate Issuer Representative.
13. The officers of the City are hereby authorized to execute the Agreement,
the Indenture and the Disbursing Agreement, as provided in this resolution and
with such modificatons to such documents, insubstantial in nature, as bond
counsel and counsel to the City may approve.
14. This resolution shall be in full force and effect from and after its
passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 157h DAY OF
OCTOBER, 1984.
WILLIAM J. N(y MAYOR
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ATTEST:
SIDNEY C. 7INMAN - CITY CLERK