RES 1986-124 - 00005022r
R[ mmmN NO. 124 - 1986
MXKJ 'DN OF THE CITY COUNCIL OF THE CITY OF FRIDLEY,
ANOKA COUNTY, MIIaiESO'I'A, APPROVING A SUPPLEMENTAL AND
RESTATED INDENTURE OF TRUST RESPECTING THE CITY'S
ODlII+1E crm uwmoPMENT REVENUE BONDS (FRIDLEY BUSINESS
PLAZA LIMITED PAIrIINERSHIP P%17ELT)
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 Fridley Business Plaza Limited Partnership, a
Minnesota limited partnership, has proposed to construct an approximately
55,000 square foot multi- tenant industrial commercial 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, pursuant to Resolution No. 102 -1986, adopted by the Fridley City
Council on September 22, 1986 (the "Bond Resolution ") , and pursuant to an
Indenture of Trust, dated as of September 1, 1986 (the "Indenture ") , between
the City and Norwest Bank Minneapolis, National Association, in Minneapolis,
Minnesota (the "Trustee ") , the City has issued its $2,800,000 Commercial
Development Revenue Bonds (Fridley Business Plaza Limited Partnership
Project), bearing September 23, 1986, as date of issue thereof (the "Bonds "),
and
WHEREAS, the City and the Borrower have entered into a Loan Agreement, dated
as of September 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 Indenture, the Bonds Resolution and the Agreement contemplate the
subsequent execution of Security Documents and /or Credit Provider Documents
(as defined in the Agreement and Indenture), as well as such amendments of or
successors to the Indenture and the Agreement as may be desirable or necessary
in connection therewith (such documents being hereinafter collectively
referred to as the "Supplemental Documents "); and
WHEREAS, in order to satisfy the requirements of the Credit Provider (as
defined in the Indenture) and the rating agency reviewing the Bonds, there has
been submitted to the City a Supplemental Document entitled Supplemental and
Restated Indenture of Trust, dated as of December 1, 1986 (the "Supplemental
Indenture "), proposed to be entered between the City and Trustee providing
certain amendments to the Indenture and restating the Indenture as so amended;
and
I WHEREAS, copies of the proposed Supplemental Indenture have been placed on
file in the office of the City Clerk.
Page 2 - Resolution No. 124 - 1986
' WW, 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 approval and execution by
the City of the Supplemental Indenture would serve the interests of the City.
SECTION 2. The Bonds are and shall remain 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 Supplemental 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 3. The City Council of the City hereby authorizes the Mayor and the
officers of the City to execute and deliver the Supplemental Indenture. All
of the provisions of the Supplemental 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
Supplemental Indenture 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 the Mayor and officers of the City execution the
' same, with the advice of bond counsel for the Bonds, O'Connor & Hannan, shall
determine, as evidenced by such execution thereof.
SECTION 4. All covenants, stipulations, obligations and agreements of the
City contained in this resolution and in the Supplemental Indenture shall be
deemed to be the covenants, stipulations, obligations and agreements for the
City to the full extent authorized or permitted by law, and all 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 and the
Supplemental Indenture 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 Supplemental Indenture 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.
SECTION 5. In case any one or more of the provisions of this resolution or
the Supplemental Indenture shall for any reason be held to be illegal or
invalid, such illegality or invalidity shall not affect any other such
provision, but this resolution and the Supplemental Indenture shall be
construed as if such illegal or invalid provision had not been contained
therein.
f f
Page 3 - Resolution No. 124 - 1986
' SECTION 6. 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 them by or in connection with this resolution and the Supplemental
Indenture for the full, punctual and complete performance of all the terms,
convenants and agreements contained therein, including without limitation the
execution and delivery of all supplementary certificates and documents
necessary or advisable in connection with the execution of the Supplemental
Indenture.
SECTION 7. This resolution does not supercede, nullify or modify the Bond
Resolution, which has remained in full force and effect since its adoption and
which is hereby reaffirmed, but this resolution shall be construed as
supplementary thereto in respect of the express authorization herein for the
execution and delivery by the City of the Supplemental Indenture. Upon such
execution and delivery, as provided in the Supplemental Indenture, the
outstanding principal amount of the Bonds from and after the Conversion Date
shall not exceed $2,790,000.
SECTION 8. The City Council hereby authorizes the distribution of the
Official Statement prepared for the Bonds in connection with the sale and /or
remarketing 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 8TH DAY OF
DECEMBER, 1986
ATTEST:
SHIRLEY A. BhAIALA - CIYZ CLERK
94� -X
WILLIAM J. NE MAYOR