RES 1991-67 - 00003724t07
Y ✓:• 1 •: •' 1 ••11 MI • Y 1' Ulu •1' UI
•�• •• II 17•: • V- •.r• 1 :1rH 11 r 171 N
• 1171 •' Iti i1 ' 1'�: 171 It 171 • •'
• H' 7171 171 Yr. r 1 Y I •• 1 171•. I• 1 • 71 • • 171
71 :•I II. I• 1. • I 1 1 71•
Y 171• '1 • • "•• 7
WHEREAS, pursuant to the Minnesota Municipal Industrial Development Act,
Minnesota Statutes, Chapter 474, the City of Fridley, Minnesota (the "City ")
issued its revenue obligations) for the purposes specified therein and for the
financing of eligible projects thereunder;
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 and Resolution No. 124 -1986
which authorized a Supplemented and Restated Indenture of Trust, (collectively,
the "Indenture"), between the City and Norwest Bank Minneapolis, National
Association, in Minneapolis Minnesota (the "Initial Trustee "), the City issued
its $2,800,000 (original principal amount) Commercial Development Revenue Bonds
(Fridley Business Plaza Limited Partnership Project), bearing September 23,
1986, as the date of issue thereof (the "Bonds ");
WHEREAS, Fridley Business Plaza Limited Partnership, a Minnesota limited
partnership (the "Company"), constructed an approximately 58,000 square foot
' multi- tenant industrial/commercial facility (the "Project') in the City with
proceeds of the Bonds upon the terns and conditions specified in the Act and the
Agreement (as hereinafter defined);
WHEREAS, the City and the Company entered into a Loan Agreement, dated as of
September 1, 1986 (the "Agreement "), which provided, among other things, for the
loan of the proceeds of the Bonds to the Company to be used to finance the
Project;
WHEREAS, the Indenture, the Bond 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 ray be desirable or necessary
in connection therewith;
WHEREAS, there has been submitted to the City two supplemental documents
entitled Second Supplemental Indenture of Trust, dated as of September 1, 1991,
proposed to be entered into between the City and First Trust National
Association, as successor to the Initial Trustee providing certain amendments
to the Indenture and entitled First Amendment to Ioan Agreement, dated as of
September 1, 1991, proposed to be entered into between the City and the Company
providing certain amendments to the Agreement (such documents being hereinafter
collectively referred to as the "Supplemental Documents "); and
I WHEREAS, copies of the proposed Supplemental Documents have been placed on file
in the office of the City Clerk:
LO
!:
Page 2 — Resolution No. 67 - 1991
' NOW, 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, execution and
delivery by the City of the Supplemental Documents would serve the interests of
the City; provided, however that notwithstanding anything contained in this
resolution to the contrary, the authorization herein for the execution and
delivery of the Supplemental Documents is contingent on (a) the payment of all
delinquent property taxes and delinquent special assessments levied against the
Project, including any and all interest and penalties related thereto, (b) the
effective cure (or waiver in accordance with the applicable provisions of the
documents related to the Bonds) of all other defaults of the Company specified
in the Company General Certificate to be dated as of September 1, 1991, and (c)
satisfaction of such other conditions as Briggs and Morgan, as special counsel
to the City, shall specify in writing to legal counsel to the Credit Provider
and /or the Remarketing Agent (as such terms are defined in the Indenture).
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 Indenture. otherwise, the
Bonds shall not constitute a debt of the City within the meaning of any
constitutional or statutory or Hone 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 Documents. All of
the provisions of the Supplemental Documents, 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
Documents 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 executing the same shall approve, as
evidenced by such execution thereof.
Section 4. 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 Documents
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 Documents 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 Documents shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other such provision, but
Y
Page 3 — Resolution No. 67 - 1991
' this resolution and the Supplemental Documents shall be construed as if such
illegal or invalid provision had not been contained therein.
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 resolution and the Supplemental Documents for
the full, punctual and complete performance of all the terms, covenants 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 Documents.
Section 7. Except for modifications contemplated by the Supplemental
Documents, this resolution does not supersede, 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 Documents.
Section 8. The City Council hereby consents to the distribution of the
Remarketing Statement prepared for the Bonds in connection with the remarketing
of the Bonds; provided however, the City has not reviewed or participated in the
preparation of the Remarketing Statement and assumes no responsibility for the
accuracy or completeness thereof, or otherwise.
' PASSED AND ADOPTED BY THE COUNCIL OF THE CITY OF FRIDLEY THIS 26TH DAY OF
AUGUST, 1991.
SHIRLEY A. PAAPALA -- CITY 'ciERK
A- "Vy
WILLIAM J. N1r MAYOR
109