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RES 1986-111 - 00004988IRUXIMM IRO. 111 — 1986 $6,300,000 03*1ERCIAL UNEUM4ENT RMnWE :• u_ (53RD WAY TER" WHEREAS, the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474 (the "Act ") , authorizes the City of Fridley, Minnesota (the "City "), to issue its revenue obligation(s) for the purposes specified therein and for the financing of eligible projects thereunder; and WHEREAS, the Borrower, being 53rd Way Investors, a Minnesota general partnership, has proposed to acquire land and construct thereon an approximately 112,000 square foot off ice -tech facility (the "Project ") in the City, to be owned by the Borrower, and the City desires to assist the financing of the Project upon the terms and conditions specified in the Act and the Agreement (as hereinafter defined); and WHEREAS, the City proposes to assist the financing of the Project by the issuance of revenue obligations of the City under the Indenture (as hereinafter defined); and ' WHEREAS, the City proposes to enter into an Indenture of Trust, dated as of October 1, 1986 (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 its $6,300,000 Commercial Development Revenue Bonds (53rd Way Investors Project), dated as of the date of delivery thereof (the "Bonds ") ; and WHEREAS, the City and the Borrower propose to enter into a Loan Agreement, dated as of October 1, 1986 (the "Agreement "), to provide, among other things, for the loan of the proceeds of the Bonds to the Borrower to be used to finance the Project; and WHEREAS, the Bonds are proposed to be sold pursuant to a Bond Purchase Agreement between the Original Purchaser (as defined therein) and the City (the "Bond Purchase Agreement "); and WHEREAS, copies of the proposed Agreement, Indenture, and Bond Purchase Agreement have been placed on file in the office of the City Clerk. Page 2 - Resolution No. 111 - 1986 x32 NCW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley, Minnesota, 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 would promote the purposes of the Act and that the issuance of the Bonds and the execution and delivery of the Agreement and the Indenture would serve the interests of the City. SECTION 2. 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. SECTION 3. The Bonds are authorized to be issued only as special and limited obligations of the City, payable solely from the revenues derived by the City from the Agreement and from the Trust Estate provided in the Indenture. Otherwise, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory or Home Rule Charter provision, shall not constitute or give rise to any pecuniary liability of the City, any charge against the City'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 City. ' SECTION 4. The City Council of the City hereby authorized the Mayor and the officers of the City 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 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 Bond Purchase Agreement, the Indenture and the Agreement shall be substantially in the form on file in the office of the City Clerk with such necessary and appropriate variations, omissions and insertions as permitted or required by such documents or as the Mayor and officers of the City executing the same, with the advice of bond counsel for the Bonds, O'Connor & Hannan, shall determine, as evidenced by such execution thereof. SECTION 5. The Bonds are hereby authorized to be executed by the manual or facsimile signatures of the Mayor and City officials specified in the form of the Bonds contained in the Indenture and to be manually authenticated by the Trustee, all as provided in the Indenture. Page 3 - Resolution No. 111 - 1986 233 SECTION 6. All covenants, stipulations, obligations and agreements of the ' City 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 City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City 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 City 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 City in that person's individual capacity, and neither the City Council nor any officer executing the Bonas shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 7. 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 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 illegal or invalid provision had not been contained therein. SECTION 8. 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 and the Bonds shall contain a further recital that all acts, conditions and things required by the Hcme Rule Charter of the City and by the Constitution and the laws of the State of Minnesota in connection with the issuance of the Bonds to have happended, to exist and to be performed have happended, do exist and have been performed as so required by law. SECTION 9. The officers of the City, attorneys, engineers and other agents or employees of the City are hereby authorized to do all acts and things required of then 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 10. The Trustee is hereby designated as the paying, authenticating and transfer agent and registrar for the Bonds, all as provided in the Indenture. M -1 `� -- WI LIAM J. NE - MA)UR 34 Page 4 - Resolution No. 111 - 1986 SECTION 11, The City Manager and City Finance Director are hereby designated and authorized to act on behalf of the City as Issuer Representative of the City under the Agreement. SECTION 12. The City Council hereby authorizes the distribution of the Official Statement prepared for the Bonds by the Original Purchaser in connection with the sale of the Bonds; however, the City has not reviewed the Official Statement and assumes no responsibility for the accuracy or completeness thereof, or otherwise. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 6TH DAY OF OCTOBER, 1986 M -1 `� -- WI LIAM J. NE - MA)UR