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RES 1992-30 - 0000340171 IMSOLUTTOM W. 30 - 1992 R11SO1VfXW OF THE CITY C0UNoIL OF THE CITY OF HUNNHWER (THE "ISSUER") AUTHORIZING THE ISSMUM, SAI AM DELIVERY OF THE ISSUER'S COMMERCIAL DEVELORGM R0MMING REVENUE BONDS (COLUMBIA PARK PROPERTIES - MEDICAL CLINIC P',• ] SERIES 1992 Y:I" "BONDS"), MUCH M BOMB AM THE INTEREST AND ANY P10MIUK 7HERBON SHALL BE PAYABLE SOLELY P74M REVENUES PLEDGED 7HE1fflTO; APPROVING Y:c FORM OF AND AUMMUZIN3 THE EXECUTION a DELIVERY OF A TRUST INDENTURE, A LOAN AGREMM, AND A BOND PURCHASE AMOMMENT; APPFDVING THE USE OF AN OMCIAL STATEMENT; APP•.O 1 THE FORK • " AND AUTHORIZnG THE EXECUTION AND DELIVERY OF WE BONDS; PROVED= IM THE SECURITY, RIGHTS AND REMEDIES OF THE OM1ERS OF SAID BONDS; D AUTHORIZING EXECUTION OF AN r:' ROff AGR]M21ENT WHEREAS, the City of Fridley, Minnesota (the "Issuer ") is a home rule city duly organized and existing under the Constitution and laws of the State of Minnesota; and WFERBAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the "Act "), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to finance the cost of the acquisition, renovation, construction, improving and equipping of ' certain revenue producing facilities to be located within its corporate boundaries, and is authorized to enter into revenue agreements made in connection therewith and pledge those agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, the Issuer has previously issued its $4,000,000 Medical Clinic Revenue Bonds (Columbia Park Properties - Medical Clinic Project) (the "Prior Bonds "); and WHEREAS, the Issuer loaned the proceeds of the Prior Bonds to Columbia Park Properties, a Minnesota general partnership (the "Ca[pany") for the purpose of acquiring, constructing and equipping a commercial facility within the corporate boundaries of the Issuer (the "Project "); and WHEREAS, the Company has requested the Issuer to issue its Commercial Development Refunding Revenue Bonds (Columbia Park Properties - Medical Clinic Project) Series 1992 in an aggregate principal amount of $3,105,000 (the "Bonds ") to provide for the funding of a loan (the "loan ") to the Company for the purpose of refunding and redeeming the Prior Bonds in accordance with their terms; and WHEREAS, the Loan will be made pursuant to the terms of a Loan Agreement dated as of April 1, 1992 (the "Loan Agreement ") between the Issuer and the Cmpany; and ' WHEREAS, the Issuer proposes to finance the refunding and redemption of the Prior Bonds wider the Act by the issuance of the Bonds of the Issuer under this resolution; and 72 Page 2 — Resolution No. 30 - 1992 ' WHEREAS, the Bonds will be issued under an indenture of Trust dated as of April 1, 1992 (the "Indenture") between the Issuer and the trustee named therein (the " Trustee ") , and are secured by a mortgage and assignment of leases and rents with respect to the Project from the Copany to the Trustee and a guaranty of debt service on the Bonds by Columbia Park Medical Group, P.A. and by the partners of the Company pursuant to a corporate guaranty agreement and a personal guaranty agreement (all such documents collectively referred to as the "Security Documents ") and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture, and said Bonds and the interest on said 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 or constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or esxxmbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Project. NOW, THE fORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY, N]INNFSOTA, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the refunding and redemption of the Prior Bonds, the proceeds of which were used to construct the Project, furthers the purposes of the Act, including the promotion of industry and conmierce through governmental action for the purpose of preventing the emergence of blighted and marginal lands. ' 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount of $3,105,000. The Bonds shall be numbered, shall be dated, shall bear interest, 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 in the Indenture in the form now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided pursuant to the Loan Agreement and other funds and revenues pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer (together, the "Officials ") to execute and deliver the Indenture by and between the Issuer and the Trustee, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bondowners, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, 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 with the Issuer, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the City Manager, in his discretion, shall determine, and the execution thereof by the City Imager Ishall be conclusive evidence of such determination. Page 3 — Resolution No. 30 - 1992 ' 4. one Officials are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement by and among Dougherty, Dawkins, Strand & Bigelow, Inc. (the 14hhderwriter "), the Coupany and the Issuer (the "Bond Purchase Agreement "). All of the provisions of the Loan Agreement and the Bond purchase Agreement when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer, with such amissions and insertions as do not materially change the substance thereof, 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. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the Loan Agreement and amounts realized under the Security Documents. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Officials are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in Connection with the issuance, sale, and delivery of the Bonds, including an arbitrage certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 8. The Issuer has not participated in the preparation of the Official Statement relating to the Bonds (the "Official Statement ") and has made no independent investigation with respect to the information contained therein, including any appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution of the Official Statement by the Underwriter in connection with the sale of the Bonds. 9. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents 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. Ekoept as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this resolution or the aforementioned documents shall be exercised or performed by such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, 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 or employee executing the Bands shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 74 Page 4 — Resolution No. 30 - 1992 ' No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. lo. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any owner of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any owners from time to time of the Bonds issued under the provisions of this resolution. 11. In case any one or more of the provisions of this resolution, or of the aforementioned documents, or 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, or of the aforementioned documents, or ' of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 12. The Bonds, when executed and delivered, shall contain a recital that they 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 that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The City Manager is hereby authorized and directed to execute and deliver the Escrow Agreement (the "Escrow Agreement ") between the Company and the Issuer. All of the provisions of the Escrow Agreement when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Escrow Agreement shall be substantially in the form on file with the Issuer, with such omissions and insertions as do not materially change the substance thereof, 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. 14. 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 aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. in the event that for any reason the Mayor of the issuer is unable to carry out the execution of any of the documents or other acts 75 Page 5 — Resolution No. 30 - 1992 ' provided herein, any other member of the City council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the City Manager of the Issuer is unable to execute and deliver the documents referred to in this Resolution, such docmnents may be executed by a member of the City Council or the City Clerk with the same force and effect as if such documents were executed and delivered by the City Manager of the Issuer. PASSED AND ADOPTED By THE CM COUNCIL OF THE CITY OF FRIDLEY THIS 6TH DAY OF APRIL, 1992 WILLIAM J. NEE MAYOR Attest: 0 V, SH RM A. ALA - CIJ.Y CLERK J 1