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Res 1999-13 RESOLUTION NO. 13—1999 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIDLEY,MINNESOTA (THE"ISSUER")AUTHORIZING THE ISSUANCE,SALE AND DELIVERY OF THE ISSUER'S COMMERCIAL DEVELOPMENT REFUNDING REVENUE BONDS (COLUMBIA PARK PROPERTIES L.L.P.—MEDICAL CLINIC PROJECT) SERIES 1999(THE"BONDS"),WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES PLEDGED THERETO;APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST,A LOAN AGREEMENT,AND A BOND PURCHASE AGREEMENT; CONSENTING TO THE DISTRIBUTION OF AN OFFICIAL STATEMENT;AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS 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 WHEREAS,pursuant to the Constitution and laws of the State of Minnesota,particularly Minnesota Statutes, Section 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 fmance 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 of any such revenue bonds;and WHEREAS,the Issuer has previously issued its$4,000,000 Commercial Development Revenue Bonds (Columbia Park Properties Project),Series 1982(the"1982 Bonds");and WHEREAS,the Issuer loaned the proceeds of the 1982 Bonds to Columbia Park Properties,a Minnesota general partnership(the"Partnership")for the purpose of acquiring,constructing and equipping a commercial facility within the corporate boundaries of the Issuer(the"Project");and WHEREAS,the Issuer issued its Commercial Development Refunding Revenue Bonds(Columbia Park Properties—Medical Clinic Project)Series 1992,in an aggregate principal amount of$3,105,000(the"1992 Bonds"),to provide for the funding of a loan(the"Loan")to the Partnership for the purpose of refunding and redeeming the 1982 Bonds in accordance with their terms;and WHEREAS,Columbia Park Properties L.L.P.(the"Company"),has represented to the Issuer that it is the successor to the Partnership,and the Company has requested the Issuer to issue its Commercial Development Refunding Revenue Bonds(Columbia Park Properties L.L.P.—Medical Clinic Project), Series 1999,in an aggregate principal amount of$2,145,000(the"Bonds"),to provide for the funding of a loan(the"Loan")to the Company for the purpose of refunding and redeeming the 1992 Bonds in accordance with their terms; and WHEREAS,the Loan will be made pursuant to the terms of a Loan Agreement dated as of March 1, 1999 (the"Loan Agreement"),between the Issuer and the Company;and WHEREAS,the Issuer proposes to finance the refunding and redemption of the 1992 Bonds under the Act by the issuance of the Bonds of the Issuer under this resolution;and WHWEREAS,the Bonds will be issued under an Indenture of Trust,dated as of March 1, 1999(the "Indenture"),between the Issuer and the trustee named therein(the"Trustee"),and are secured by a Resolution No. 13— 1999 Page 2 Mortgage,Security Agreement,Assignment of Leases and Rents,and Fixture Financing Statement dated as of march 1, 1999(the"Mortgage"),from the Company to the Issuer,and assigned by the Issuer to the Trustee pursuant to the Assignment of Mortgage,dated as of March 1, 1999(the"Assignment")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 general or moral obligation or 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 encumbrance,legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Project. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY, MINNESOTA,AS FOLLOWS: 1. For the purposes set forth above,there are hereby authorized the issuance,sale and delivery of the Bonds in a principal amount of$2,145,000. 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 substantially in the form now on file with the Issuer(or as amended in accordance with this resolution). 2. 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 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 the execution of the Bonds in accordance with the Indenture. 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 Manager shall be conclusive evidence of such determination. 3. The Officials are hereby authorized to execute and deliver the Loan Agreement and the Bond Purchase Agreement by and among John G.Kinnard&Company,Incorporated(the"Underwriter"), the Company and the Issuer(the"Bond Purchase Agreement"). The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms 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 of such determination. 4. 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 Mortgage. 5. The Officials are hereby authorized to execute and deliver,on behalf of the Issuer,such other affidavits,certificates,and other documents as are necessary or appropriate in connection with the issuance,sale,and delivery of the Bonds,including an endorsement to the Company 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. 6. The Issuer has not participated in the preparation of the Preliminary Official Statement or the Official Statement relating to the Bonds(the"Official Statement")and has made no independent review or Resolution No. 13— 1999 Page 3 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. 7. 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 Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 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. 8. The Bonds,when executed and delivered,shall contain a recital that they are issued pursuant to the Act. 9. 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 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 documents 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. 10. This resolution shall be effective from and after the date of adoption by the City Council of the Issuer. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 25111 DAY OF JANUARY, 1999. 4CYJc14:'SF--"MAQI'cY.Oc ATIEST: • 0 / / DEB• • A. SKOGEN—CITY/LERK