Res 1997-51 0e09-1
RESOLUTION NO. 51 - 1997
RESOLUTION AUTHORIZING THE ISSUANCE OF $3,910,000
FLOATING RATE DEMAND COMMERCIAL DEVELOPMENT
REVENUE REFUNDING BONDS (RIVER ROAD INVESTORS
PROJECT) SERIES 1997; APPROVING AND AUTHORIZING THE
EXECUTION OF A TRUST INDENTURE, A LOAN AGREEMENT,
AND A BOND PURCHASE AGREEMENT AND VARIOUS OTHER
DOCUMENTS RELATED TO THIS FINANCING
WHEREAS, on November 5, 1984, the City of Fridley, Minnesota (the "Issuer") adopted a
resolution approving the issuance of its Floating Rate Demand Commercial Development
Revenue Bonds (River Road Investors Project) Series 1984 (the "Prior Bonds"), pursuant to the
Municipal Industrial Development Act, Minnesota Statutes, chapter 474, recodified as Minnesota
Statutes, sections 469.152 to 469.169, as amended (the "Act") and loaned the proceeds to River
Road Investors, a Minnesota general partnership, now known as River Road Investors, LLP, a
Minnesota limited liability partnership (the "Company") to finance the acquisition, construction,
and equipping of office/warehouse facilities located at 5155 and 5201 East River Road in the City
of Fridley(the "Project"); and
WHEREAS, the Prior Bonds were issued by the Issuer on November 20, 1984;
WHEREAS, the Company has requested the Issuer to issue its Floating Rate Demand
Commercial Development Revenue Refunding Bonds (River Road Investors Project), Series
1997, in an aggregate principal amount not to exceed $3,910,000 (the "Bonds") on or about July
17, 1997, to provide for the funding of a loan (the "Loan") to the Company, the proceeds of which
will be used for the purposes of refunding the Prior Bonds; and
WHEREAS, the Loan will be made pursuant to the terms of a Loan Agreement dated as of July
1, 1997 (the "Loan Agreement"), by and between the Issuer and the Company; and
WHEREAS, First Bank National Association has agreed to facilitate the refinancing of the Project
by providing credit enhancement and liquidity support for the Bonds pursuant to a Letter of Credit
to be dated the date of issuance of the Bonds and delivered to Norwest Bank Minnesota,
National Association (the"Trustee"); and
WHEREAS, the Bonds will be issued under a Trust Indenture dated as of July 1, 1997 (the
"Indenture"), between the Issuer and the Trustee, and are to be secured by the Indenture, and a
pledge and assignment of certain other revenues, all in accordance with the terms of the
Indenture; and
WHEREAS, forms of the following documents relating to the Bonds have been submitted to the
Issuer:
a. the Loan Agreement; and
b. the Indenture; and
c. the Bond Purchase Agreement (the "Bond Purchase Agreement") by and
between the Issuer, the Company and Dougherty Dawkins LLC (the
"Underwriter"), providing for the purchase of the Bonds from the Issuer by the
Underwriter and setting the terms and conditions of purchase.
Page 2 — Resolution No. 51 - 1997
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY,
MINNESOTA, AS FOLLOWS:
Section 1. For the purpose of financing the cost of refunding the Prior Bonds, there is
hereby authorized the issuance of $3,910,000 aggregate principal amount City of Fridley,
Minnesota, Floating Rate Demand Commercial Development Revenue Refunding Bonds (River
Road Investors Project), Series 1997, dated as of the date of issuance thereof (the "Bonds").
The Bonds shall be in such denominations, shall be numbered, shall be dated, shall mature, shall
bear interest, 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 2. The Bonds shall be special obligations of the Issuer, payable solely from
the revenues received by the Issuer from the Loan Agreement, in the manner provided in the
Indenture, and the Bonds shall not constitute or give rise to an indebtedness, general or moral
obligation, charge, lien or encumbrance of the Issuer or with respect to its revenues, assets or
taxing powers. The City Council of the Issuer hereby authorizes the Mayor and the City Manager,
in their discretion and at such time, if any, as they may deem appropriate, to execute and to
deliver the Indenture, the Loan Agreement, the Bond Purchase Agreement, and the Bonds.
The Indenture, the Loan Agreement, and the Bond Purchase Agreement shall be
substantially in the forms on file in the office of the City Manager with such necessary and
appropriate variations, omissions and insertions as permitted or required 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.
No covenant, stipulation, obligation or agreement herein contained or contained in the
Indenture, the Loan Agreement, or the Bond Purchase 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 Issuer in that person's individual capacity, and neither the City Council
of the Issuer nor any officer 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.
Section 3. The officers and employees of the Issuer are hereby authorized to do all
acts and things and execute all documents and certificates required of them by or in connection
with this resolution, the Indenture, the Loan Agreement, and the Bond Purchase Agreement for
the full, punctual and complete performance of all the terms, covenants and agreements
contained in the Bonds, the Indenture, the Loan Agreement and this resolution.
Section 4. The Issuer has not participated in the preparation of any preliminary official
statement, final official statement or other offering material respecting the Bonds and assumes
no responsibility for the sufficiency, accuracy, or completeness of any statement or information
contained in any summary of the financing contemplated by the issuance of the Bonds.
Section 5. The Trustee is hereby designated as the paying, authenticating and
transfer agent and registrar for the Bonds.
Section 6. This resolution shall be in full force and effect from and after its passage.
Page 3 -- Resolution No. 51 — 1997
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 23RD DAY
OF JUNE, 1997.
i
NCY jJ G-4 S o - MAYOR
ATTEST:
1W ILLIAM A. CHAMPA—CITY C K
I