RES 1982-18 - 000059291
REsoLurioN movmnc ' • ' THE issumu AND SALE • "
111DUSTRIAL DEVEWPHENT REVENUE BCNDS PURSUANT TO CHAPTER
KINNESM STATUTES, TO ''d 11' FUNDS TO BE WANED
IA ' ll' INC. FOR INDUSTRIAL DEVELCPKWr PROJECT
BE IT RESOLVED by the City Council of the City of Fridley, (the "City "), as
follows:
1. AUTHORITY. The City is, by the Constitution and Laws of the State of
Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act ")
authorized to issue and sell its revenue bonds for the purpose of financing
the cost of construction of authorized projects and to enter into contracts
necessary or convenient in the exercise of the powers granted by the Act and
to pledge revenues of the project and otherwise secure the bonds.
2. AUTHORIZATION OF BOND. The City Council hereby determines that it is
necessary and expedient to authorize, and the City Council does hereby
authorize, the issuance of a revenue bond of the City in the aggregate
principal amount of One Million Dollars ($1,000,000) pursuant to the Act to
provide money to be loaned to La Maur Inc., a Minnesota corporation (the
"Company "), to finance costs of constructing improvements to, and acquiring
and installing manufacturing equipment (the "Project Equipment ") in the
Company's existing manufacturing building in the City (the "Project Building ")
(collectively the "Project" as more fully defined in the Loan Agreement
hereinafter mentioned) . In order to provide financing for the Project, the
City shall issue and sell its $1,000,000 City of Fridley Industrial
Development Revenue Bond (LaMaur Inc. Project) (the "Bond ")
3. DOCUMENTS PRESENTED. Forms of the following documents relating to the
Bond and the Project have been submitted to and examined by the City Council
and are now on file in the office of the City Clerk:
(a) Loan and Purchase Agreement (the "Loan Agreement "), dated as of
March 1, 1982, by and among the City, the Company and the Midland
National Bank of Minneapolis (the "Bank ") whereby, among other things,
the City agrees to sell and the Bank agrees to purchase the Bond, the
City agrees to make a loan to the Company of the proceeds of the sale of
the Bond and the Company covenants to complete the Project and to pay
amounts sufficient to provide for the prompt payment of the principal of,
premium, if any, and interest on the Bond;
(b) Loan Agreement Assignment (the "Assignment ") dated as of March 1,
1982, whereby the City assigns to the Bank all of its interest in the
Loan and Purchase Agreement and Loan repayments of the Company thereunder
(except its rights under Sections 5.02, 7.01, 8.04 and 8.05), for the
purpose of securing the Band.
4. FINDINGS. It is hereby found, determined and declared that:
(a) The Project, as described in paragraph 2 hereof and in the Loan
Agreement based upon representations of the Company, constitutes a
revenue producing enterprise and is a project authorized by and described
in Section 474.02, Subd. 1 of the Act.
(b) The purpose of the Project is and the effect thereof will be to
' promote the public welfare by: preventing the emergence of blighted and
marginal lands and areas of chronic unemployment; preventing economic
deterioration; the development of sound industry and commerce to use the
available resources of the community, in order to retain the benefit of
the community's existing investment in educational and public service
facilities; halting the movement of talented, educated personel to other
areas and thus preserving the economic and human resources needed as a
base for providing governmental services and facilities; adding to the
tax base of the City and the county and school district in which the
Project Facilities will be located.
{� Page 2 — Resolution No. 18 — 1982
(c) The Project has been approved by preliminary resolutions of the
Council duly adopted after a public hearing thereon, duly and regularly
called and field on November 9 1981, and has been approved by the
Commissioner of Energy, Planning and Development of the State of
Minnesota as tending to further the purposes and policies of the Act.
(d) The issuance and sale of the Bond, the execution and delivery of the
Loan Agreement, and the Assignment and the performance of all covenants
and agreements of the City contained in the Bond, the Loan Agreement, and
the Assignment and of all other acts and things required under the
Constitution and laws of the State of Minnesota to make the Bond, Loan
Agreement and the Assignment valid and binding obligations of the City in
accordance with their terms, are authorized by the Act.
(e) There is no litigation pending or, to the best of its knowledge
threatened, against the City relating to the Project or to the Bond or
Loan Agreement, or questioning the organization of the City or its power
or authority to issue the Bond or execute and deliver the Lean Agreement
and the Assignment.
(f) The execution and delivery of and performance of the City's
obligations under the Bond, the Loan Agreement, and the Assignment have
been fully authorized by all requisite action and do not and will not
violate any law, any order of any court or other agency of government, or
any indenture, agreement or other instrument to which the City is a party
or by which it or any of its property is bound, or be in conflict with,
result in a breach of, or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument.
(g) The Loan Agreement provides for payments by the Company to the
Holder of the Bond for the account of the City of such amounts as will be
sufficient to pay the principal of and interest on the Bond when due. No
reserve funds are deemed necessary for this purpose. The Loan Agreement
obligates the Company to provide for the operation and maintenance of the
Project Facilities, including adequate insurance, taxes and special
assessments.
(h) As required by the provisions of Section 474.10 of the Act, and the
Bond shall recite that, the Bond is not to be payable from nor charged
upon any funds other than amounts payable by the Company pursuant to the
Loan Agreement which are pledged to the payment thereof; no Holder of the
Bond shall ever have the right to compel the exercise of the taxing power
of the City to pay the Bond or interest thereon, nor to enforce payment
thereof against any property of the City; the Bond shall not constitute a
charge, lien or encumberance, legal or equitable, upon any property of
the City; and such Band does not constitute an indebtedness of the City
within the meaning of any constitutional, statuatory or charter
limitation.
(i) Nothing has come to the attention of the City Council to indicate
that any member of the City Council (i) has direct or indirect interest
in the Project, the Loan Agreement, the Assignment or the Bond, (ii) owns
any capital stock of or other interest in the Project, the Company or the
Bank, (iii) is an officer or director of the Company, (iv) will be
involved in supervising the completion of the Project on behalf of the
Company, or (v) will receive any commission, bonus or other remuneration
for or in respect of the Project, the Loan Agreement or the Bond.
5. APPROVAL AND EXECUTION OF DOCUMENTS. The forms of Loan Agreements and
Assigrmient referred to in paragraph 3 are approved. The Loan Agreement and
Assignment shall be executed in the name and on behalf of the City by the
Mayor or the City Manager and the City Clerk, in substantially the form on
file, but with all such changes therein, not inconsistent with the Act or
other law, as may be approved by the officers executing the same, which
approval shall be conclusively evidenced by the execution thereof.
6. APPROVAL OF TERMS AND SALE OF BCND. The City shall proceed forthwith to
issue its City of Fridley Industrial Development Revenue Bond (La Maur Inc.
Pro;--ct) in the authorized principal amount of $1,000,000 substantially in the
form, maturing, bearing interest, payable in the installments and otherwise
containing the provisions set forth in the form of Bond attached hereto as
Exhibit If which terms and provisions are hereby approved and incorporated in
this Bond Resolution and made a part hereof.
1
1
1
Page 3 — Resolution No. 18 - 1982
A single Band, substantially in the form of Exhibit 1 to this Bond Resolution,
shall be issued and delivered to the Bank in the authorized principal amount
of $11000,000 and as authorized by the Act, principal of and interest on the
Bond shall be payable at the office of the Bank of Minneapolis, Minnesota.
The proposal of the Bank to purchase such Bond at a price of $1,000000 (1008
of par value) is hereby found and determined to be reasonable and is hereby
accepted. Pursuant to the Loan Agreement the Bank has agreed to pay the
purchase price of the Bond in the authorized principal amount thereof to
provide funds to be loaned by the City to the Company to pay Project Costs, as
defined in the Loan Agreement.
7. EXECUTION, DELIVERY AND ENDORSEMENT OF BOND. The Bond may be in
typewritten or printed form and shall be executed by the manual signature of
the Mayor or the City Mandger and shall be attested by the manual signature or
the City Clerk and the official seal of the City shall be affixed thereto.
When so prepared and executed, the Bond shall be delivered to the Bank upon
payment of the purchase price, and upon receipt of the signed legal opinion of
Faegre & Benson of Minneapolis, Minnesota, bond counsel, pursuant to the Loan
Agreement. The Bond shall contain a recital that it is issued pursuant to the
Act, and such recital shall be conclusive evidence of the validity and
regularity of the issuance thereof.
8. REGISTRATION RECORDS. The City Clerk, as bond registrar, shall keep a
bond register in which the City shall provide for the registration of the Bond
and for transfers of the Bond. The principal of and interest on the Bond
shall be paid to the Bank for the account of the Holder entitled thereto in
Federal or other immediately available funds. The City Clerk is authorized
and directed to deliver a certified copy of this Bond Resolution to the County
Auditor of Anoka County, together with such other information as the County
Auditor may require, and obtain the certificate of the County Auditor as to
entry of the Bond on his bond register as required by the Act and Section
475.63, Minnesota Statutes.
9. MUTITLATED, LOST, STOLEN OR DESTROYED BOND. If the bond is mutilated,
lost, stolen or destroyed, the City may execute and deliver to the Holder a
new Bond of like amount, date, number and tenor as that mutilated, lost,
stolen, or destroyed; provided that, in the case of mutilation, the mutilated
Bond shall first be surrendered to the City, and in the case of a lost, stolen
or destroyed Bond, there shall be first furnished to the City and the Company
evidence of such loss, theft, or destruction satisfactory to them. The City
and Company may charge the Holder with their reasonable fees and expenses in
replacing any mutilated, lost, stolen or destroyed Band.
10. TRANSFER OF BOND; PERSON TREATED AS HOLDER. The Bond shall be
transferable by the Owner on the bond register of the City, upon presentation
of the Bond for notation of such transfer thereon at the office of the City
Clerk as bond registrar, accompanied by a written instrument of transfer in
form satisfactory to the City Clerk and the City Attorney, duly executed by
the Owner or its attorney duly authorized in writing. The Owner seeking to
transfer ownership of the Bond shall also give written notice thereof to the
Company. The Bond shall continue to be subject to successive transfers at the
option of the Owner of the Bond. No service charge shall be made for any such
transfer, but the City Clerk may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
person in whose name the Bond shall be issued or, if transferred, shall be
registered from time to time, shall be deemed and regarded as the absolute
Holder thereof for all purposes, and payment of or on account of -the principal
of and interest on the Bond shall be made only to or upon the order of the
Holder thereof, or its attorney duly authorized in writing, and neither the
City, the City Clerk, the Company, nor the Bank shall be affected by any
notice to the contrary. All such payments shall be valid and effectual to
satisfy and discharge the liability upon the Bond to the extant of the sum or
sums so paid. The Band shall be intitially registered in the name of the
Bank.
11. AMENDMENTS, CHANGES AMID MODIFICATIONS TO IRAN AGREEMENT, ASSIGNMENT AND
BOND RESOLUTION. Except pursuant to Section 9.03 of the Loan Agreement, the
City shall not enter into or make any change, modification, alteration or
termination of the Loan Agreement, Assignment or this Bond Resolution.
En
Page 4 — Resolution No. 18 - 1982
12. PLEDGE TO THE HOLDER. Pursuant to the Assignme,'Lr the City shall pledge
and assign to the Bank and its successor Holders of the Bond all interst of
the City in the revenues of the Project including all Loan Repayments to be
made by the Campany under the Loan Agreement. All collections of moneys by
the City in any proceeding for enforcement of the obligations of the Company
under the Loan Agreement shall be received, held and applied by the City for
the benefit of the Holder of the Bmd.
13. COVENANTS WITH HOLDERS; ENFORCEABILITY. All provisions of the Bond and
of this Bond Resolution and all representations and undertakings by the City
in the Lain Agreement are hereby declared to be covenants between the City and
the Bank and its successor Holders of the Band and shall be enforceable by the
Bank or any Holder in a proceeding brought for that purpose.
14. DEFINITIONS AND INTERPRETATION. Terms not otherwise defined in this Bind
Resolution but defined in the Loan Agreement shall have the same meanings in
this Bond Resolution and shall be interpreted herein as provided therein.
Notices may be given as provided in Section 9.01 of the Loan Agreement. In
case any provision of this Bond Resolution is for any reason illegal or
invalid or inoperable, such illegality or invalidity or inoperability shall
not affect the remaining provisions of this Bond Resolution, which shall be
construed or enforced as if such illegal or invalid or inoperable provision
were not contained herein.
15. CERTIFICATIONS. The Mayor, City Manager, City Clerk and other officers
of the City are authorized and directed to prepare and furnish to Faegre &
Benson, bond counsel, to the Company, to the Bank and to counsel for the
Company and the Bank, certified copies of all proceedings and records of the
City relating to the Project and the Bond, and such other affidavits and
certificates as may be required to show the facts appearing from the books and
records in the officers' custody and control or as otherwise known to them;
and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute representations of the City as to the
truth of all statements contained therein.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 22ND DAY OF
FEBRUARY, 1982.
WILLIAM J�r - MAYOR
ATTEST:
SIDNEY C. INMAN - CITY CLERK
L