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RES 1985-109 - 000053002,49 RESCLUTION NO. 109 — 1985 RESCLUTION AUTHORIZING THE ISSUANCE AND SALE OF SERIES 1985 COMMERCIAL DEVELOPMENT REVENUE BONDS (COLUMBIA PARR ' PROPERTIES PROJECT), AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS WHEREAS, the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474 (the "Act ") , authorizes the City of Fridley (the "Issuer ") to issue revenue obligations for the purposes specified therein and for the financing of eligible projects thereunder; and WHEREAS, COLUMBIA PARK PROPERTIES, a Minnesota partnership (the "Company ") . has proposed to acquire, construct and install a medical office and parking ramp facility (the "Project ") in the City of Fridley, to be owned by the Company, and the Issuer desires to assist the financing of the Project upon the terms and conditions specified in the Act and the Agreement (as hereinafter defined) by the issuance of revenue obligations; and WPFREAS- the Issuer proposes to enter into an Indenture of Trust, dated as of December 1 1985 (the "Indenture "), with First Trust Company, Tnc- (the "Trustee ") . to provide, among other things, for the issuance by the Issuer of its $4,360,000 Commercial Development Revenue Bonds (Columbia Park Properties Project) Series 1985 (the "Bonds "); and WHEREAS, the Issuer and the Company propose to enter into a Loan Agreement, dated as of December 1, 1985 (the "Agreement "). to provide, amona other things, for the loan of the proceeds of the Bonds to the Company to be used to finance the Project; and ' WHEREAS, Miller & Schroeder Financial, Inc., Minneapolis, Minnesota (the "Original Purchaser "), proposes to purchase the Bonds, under a Bond Purchase Agreement between the Original Purchaser, the Company and the Issuer (the "Bond Purchase Agreement "); and a Private Placement Offering Memorandum offering the Bonds has been presented for authorization of distribution (the "Memorandum ") ; and WHEREAS- copies of the proposed Agreement, Indenture, Bond Purchase Agreement, and Memorandum have been placed on file in the offices of the Issuer; and NCW, THEREFORE, BE IT RESCLVED by the City Council of the City of Fridley as follows: SECTION 1. The City Council hereby finds that the Project is a "project ", as defined in the Act, that the issuance of the Bonds for the Project will promote the purposes of the Act and that the issuance of the Bonds and the execution and delivery of the Agreement and the Indenture will serve the interests of the Issuer. SECTION 2. The City Council further finds, based upon representations of the Company, that but for the avail ablity of tax - exempt financing the Company would not have undertaken the Project. Page 2 - Fesolution No. 109 - 1985 SECTION 3. For the purpose of assisting the financing of the Project, there is hereby authorized the issuance, sale and delivery of the Bonds. The Bonds shall be issued in fully registered form, shall be in such denominations, shall bear interest, shall be numbered, shall be dated, shall mature, 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 and agreed upon by the Company and the original Purchaser- ' SwC rN 4. The Bonds are authorized to be issued. but only as spPcial and limited obligations of the issuer, payable solely fr(n the revenueP provided for in the Indenture. Otherwise, the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory or provision, shall not constitute or qive rise to any pecuniary liability of the Issuer, any charge against the Issuer's full faith and credit or taxing powers or any charge, lien or encumbrance, legal or equitable, upon any funds or other assets of the issuer- SGC"I ^N 5. The Mayor and City manager are hereby authorized the Issuer to execute and deliver the Bond Purchase Agreement, the Indenture and the Agreement. All of the provisions of the Bond Purchase Agreement, the Indenture and the Agreement, when executed and delivered as authorized herein, shall be deemed to be 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 Bond Purchase Agreement, the Indenture and the Agreement shall be substantially in the form on file in the offices of the Issuer with such necessary and appropriate variations, anissions and insertions as permitted or required by such documents or as the Mayor and City Manager, with the advice of bond counsel for the BondG. O'Connor & Hannan, shall determine, as evidenced by such execution thereof. SECTION 6. The Bonds are hereby authorized to be executed by the manual or facsimile signatures of the Mayor and City Manager of the Agency as specified ' in the form of the Bonds contained in the Indenture, such Bonds; to be manually authenticated by the Trustee as provided in the Indenture. SECTION 7. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and in the Bond Purchase Agreement, the Indenture and the 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 agreements 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 by the provisions of this resolution, the Bond Purchase Agreement, the Indenture and the 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 Bond Purchase Agreement, the Indenture or the 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 nor any officer executing the Bonds shall be liable personally on the Bondc or be subject to any personal liability or accountability by reason of the issuance thereof. I spc"i ^N 8. In case any one or more of the provisions of this resolution. the Bond Purchase Agreement, the Indenture, the Agreement or any of the Bonds issued hereunder shall for any reason be held to be illegal or invalid- such Page 3 - Resolution No. 109 - 1985 illegality or invalidity shall not affect any other provision of this resolution, the Bond Purchase Agreement, the Indenture, the Agreement or the Bonds, but this resolution, the Bond Purchase Agreement, the Indenture, the Agreement and the Bonds shall be construed as if such illeqal or invalid provision had not been contained therein. SFC^'InN 9- The Bonds shall contain a recital that the Bonds are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof. SECTION 10. 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 Bond Purchase Agreement, the Indenture and the Agreement for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Bond Purchase Agreement, the Indenture, the Agreement and this resolution, including without limitation the execution and delivery of all supplementary certificates and documents necessary or advisable in connection with the issuance of the Bonds. SECTION 11. The Trustee is hereby designated as the paying, authenticating and transfer agent and registrar for the Bonds, all as provided in the Indenture. SECTION 12. The Mayor and City Manager of the Issuer are hereby designated and authorized to act on behalf of the Issuer as Issuer Representative under the Agreement. SECTION 13. The Issuer hereby authorizes the distribution of the Memorandum prepared for the Bonds by the Original Purchaser in connection with the sale of the Bonds; however, the Issuer has not reviewed the Memorandum and assumes no responsibility for the accuracy or completeness thereof, or otherwise. SECTION 14. By this resolution the City Council and each member individually certifies that no allocation of private activity bonding authority (within the meaning of the Tax Reform Act of 1984, and Treasury Regulations thereunder) was made in consideration of any bribe, gift, gratuity or direct or indirect contribution to any political campaign. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 16TH DAY OF DECEMBER, 1985 ATIEST: 22\ '4' ) `� WILLIAM J. r7 MAYOR 251