RES 1982-96 - 00006095190
MD. 96 -190
f r' � 1' f 1: /' / 1 1 ' 11: 1: I :h •
'/ P `/ ••• .:I: i` '•' Ili. 1 i' rl 1 ' �I 1 Y:1"
'1 Lai W. W 11: '1 1:• �i'; jai':•.' :n` ►' 1: 1: Ya- " /'.
0x;575,•0:11• III •/.•• 511.7 i 741. 1: FOP li' L:I: , •• 'ia:
:•11' 1:� N: n :11 i IAI I:n •' L:I: :/' Fill :i' /• 11
WHEREAS, the Municipal Industrial Development Act, as amended and
supplemented, constituting Minnesota Statutes, Chapter 474 (the "Act "), finds,
declares and provides that the welfare of the State of Minnesota (the "State ")
requires active promotion, attraction, encouragement and development of
economically sound industry and commerce through governmental action to
prevent, so far as possible, emergence of blighted lands and areas of chronic
unemployment, and it is the policy of the State to facilitate and encourage
action by local government units to prevent the economic deterioration of such
areas to the point where the process can be reversed only by total
redevelopment through the use of local, state and federal funds derived from
taxation with the attendant necessity of relocating displaced persons and of
duplicating public services in other areas; and
WHEREAS, the Act further finds and declares that such governmental action is
required by technological change that has caused a shift to a significant
degree in the area of opportunity for educated youth to processing,
transporting, marketing, service and other industries, and unless existing and
related industries are retained and new industries are developed to use the
available resources in each community, a large part of the existing investment
of the community and of the State as a whole in educational and public service
facilities will be lost, and the movement of talented, educated personnel of
mature age to areas where their services may be effectively used and
compensated and the lessening attraction of persons and businesses from other
areas for the purposes of industry, commerce and tourism will deprive the
commnity and the State of the ec onamic and human resources needed as a base
I
7age 2 -- Resolution No. 96 - 1982
for providing governmental services and facilities for the remaining
population; and
WHEREAS, the Act further finds and declares that such governmental action is
required by the increase in the amount and cost of governmental services and
ithe need for more intensive development and use of land to provide an adequate
tax base to finance these costs; and
WHEREAS, the City of Fridley, Anoka County, Minnesota (the "Issuer "), is
authorized by the Act to enter into a revenue agreement with any person, firm
or public or private corporation or federal or state governmental subdivision
or agency in such manner that payments required thereby to be made by the
contracting party shall be fixed and revised from time to time as necessary so
as to produce income and revenues sufficient to provide for the prompt payment
of the principal of, premium, if any, and interest on all bonds issued under
the Act when due, and the revenue agreement shall also provide that the
contracting party shall be required to pay all expenses of the operation and
maintenance of a project, including, but without limitation, adequate
insurance thereon and insurance against all liability for injury to persons or
property arising from the operation thereof and all taxes and special
assessments levied upon or with respect to the project and payable during the
term of the revenue agreement; and
WHEREAS, the act further authorizes the Issuer to issue revenue bonds, in
anticipation of the collection of revenues of a project, to finance, in whole
or in part, the cost of acquisition, construction, installation, completion,
reconstruction, improvement, betterment or extension of any such project; and
WHEREAS, Fridley Plaza Office Building Partnership, a general partnership duly
formed and existing under the laws of the state (the "Borrower "), proposes to
construct on certain land located within the corporate limits of the Issuer,
the title to which land is held by the Borrower pursuant to that certain
Mortgage Deed respecting said land, by and between the Borrower and the
Housing and Redevelopment Authority in and for the City of Fridley, Minnesota
(the "HRA"), an office building and to acquire and install therein certain
equipment (the "Project "), all to be owned by the Borrower and leased to
Smith, Juster, Feikema, Malmon & Haskvitz, Chartered, a Minnesota corporation
(the "Tenant "), and the Issuer desires to finance said Project upon the terms
and conditions as required by the Act and as in the Agreement (as hereinafter
defined) set forth; and
WHEREAS, the Borrower and the i4tp. have entered into that certain Contract for
Private Redevelopment regarding the above- mentioned land, by which the
Borrower, subject to the conditions set forth in said Contract for Private
Redevelopment, is given the right to develop and improve said land; and
WHEREAS, the Issuer proposes to undertake said facilities as a project
authorized under the Act and to finance the cost thereof by the issuance of
revenue bonds of the Issuer under the Indenture (as hereinafter defined); and
WHEREAS, the Issuer proposes to enter into an indenture of Trust, dated as of
October 1, 1982 (the "Indenture "), with F & M Marquette National Bank, in
Minneapolis, Minnesota (the "Trustee "), to provide, among other things, for
the issuance of the City of Fridley, Minnesota, Commercial Development Revenue
Bonds (Fridley Plaza Partnership Project), Dated as of October 1, 1982, in the
aggregate principal amount of $1,500,000 (the "Bonds "), by the issuer, and the
J
191
192
Page 3 — Resolution No. 96 - 1982
Issuer and the Borrower have proposed to enter into a Loan Agreement, dated as
of October 1, 1982 (the 'Agreement "), so as to, among other things, loan the
proceeds of the Bonds to the Borrower to be used to acquire, construct and
install the Project, and the Borrower and the Trustee have proposed to enter
into a Mortgage and Security Agreement and Fixture Financing Statement, dated
as of October 1, 1982 (the "Mortgage'), so as to secure the performance of the
Borrower's obligations under the Agreement, and the Borrower and the Trustee
have proposed to enter into an Assignment of Rents and Leases, dated as of
October 1, 1982, whereby the Borrower assigns, grants and transfers to the
Trustee all of the Borrower's right, title and interest in and to any present
rents and leases or agreements covering all or any part of the Mortgaged
Property (as defined in the Mortgage) and the Tenant and the Trustee have
proposed to enter into an Agreement of Rents and Leases, dated as of October
1, 1982, whereby the Tenant assigns, grants and transfers to the Trustee all
of the Tenant's right, title and interest in and to any future rents and
subleases or agreements concerning all or any part of the Mortgaged Property
(collectively, the 'Assigrmnent"), as further security for the payment of the
principal of, premium, if any, and interest on the Bands and the performance
of the Borrower's obligations under the Agreement; and
WHEREAS, the Bonds issued under the Indenture will be secured by a pledge and
assignment of the loan repayments to be paid to the Issuer by the Borrower as
required by the Agreement (the 'Loan Repayments') and othe revenues derived by
the Issuer from the Mortgaged Property and the Issuer's rights (except certain
rights as to indemnification and reimbursement of expenses) under the
Agreement and the Mortgaged Property under the Mortgage (the 'Mortgaged
Property'), and, pursuant to the Assignment, all rents, leases, subleases and
profits of the Mortgaged Property, and the principal of, premium, if any, and
interest on the 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 nor shall constitute or
give rise to a pecuniary liability of the Issuer or a charge against the
Issuer's 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 its interest in said Mortgaged Property; an d
WHEREAS, the Issuer proposes to loan the proceeds of the Bonds to the Borrower
to acquire, construct and install the Project, and the Borrower desires to
borrow the proceeds from the Issuer to finance the Project upon the terms and
conditions as required by the Act and as set forth in the Agreement; and
WHEREAS, under the Agreement, the Borrower is to pay to the Issuer sufficient
moneys each year to pay the principal of, premium, if any, and interest on the
Bonds issued to finance the Project, and the Borrower is to provide the cost
of maintaining the Mortgaged Property in good repair, the cost of keeping the
Mortgaged Property properly insured and any payments required for taxes; and
WHEREAS, Thomas P. Larkin and Susan J. Larkin, individuals residing in the
State of Colorado, and Carl John Nevquist, Jean Newquist, Mark E. Haggerty,
Linda J. Haggerty, W. Gustave Doty, Marlene Doty, Henry H. Feikema, Ellen R.
Feikema, Ronald L. Haskvitz, Janet S. Haskvitz, John M. Giblin, Randee Held
Giblin, Gerald R. Caputa, Jere P. Caputa, Barbara Aune, Richard C. Aune, James
C
b1
19�
Page 4 — Resolution No. 96 - 1982
H. Black, Joan E. Black, individuals residing in the State of Minnesota,
jointly and severally, as Guarantors, and Leonard T. Juster and Charlotte T.
Juster, individuals residing in the State of Minnesota, jointly and severally
as Guarantors for $110,000, and Alvin S. Malmon and Nancy G. Malmon,
individuals residing in the State of Minnesota, jointly and severally, as
Guarantors for $110,000, their heirs, legal representatives, successors and
assigns shall, pursuant to the terms of the Guaranty Agreement, dated as of
October IF 1982 ( the 'Guaranty'), guarantee the payment of the principal of
premium, if any, and interest on said Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY,
MINNESOTA, THAT:
Section 1. She City Council of the Issuer acknowledges, finds, determines and
declares that the welfare of the State requires active promotion, attraction,
encouragement and development of economically sound industry and commerce
through governmental action to prevent, so far as possible, emergence of
blighted lands and areas of chronic unemployment, and it is the policy of the
State to facilitate and encourage action by local government units to prevent
the economic deterioration of such areas to the point where the process can be
reversed only by total redevelopment through the use of local, state and
federal funds derived from taxation with the attendant necessity of relocating
displaced persons and of duplicating public services in other areas.
Section 2= The City Council of the Issuer further finds, determines and
declares that such governmental action is required by technological change
that has caused a shift to a significant degree in the area of opportunity for
educated youth to processing, transporting, marketing, service and other
industries, and unless existing and related industries are retained and new
industries are developed to use the available resources in the community, a
large part of the existing investment of the comnmity and of the State as a
whole in educational and public service facilities will be lost, and the
movement of talented, educated personnel of mature age to areas where their
services may be effectively used and compensated and the lessening attraction
of persons and businesses from other areas for purposes of industry, commerce
and tourism will deprive the community and the State of the economic and human
resources needed as a base for providing governmental services and facilities
for the remaining population.
Section 3. The City Council of the Issuer further finds, determines and
declares that such governmental action is required by the increase in the
amount and cost of governmental services and the need for more intensive
development and use of land to provide an adequate tax base to finance these
costs.
Section 4. The City Council further finds, determines and declares that the
existence of the Project within the corporate limits of the Issuer shall
provide for more intensive development and use of land to increase the tax
base of the Issuer and overlapping taxing authorities and maintain and provide
for additional opportunities for employment for residents of the Issuer and
that while conventional, commercial financing to pay the capital cost of the
Project is available at such costs of bolrowing that the economic feasibility
of operating the Project would be significantly reduced, with the aid of
municipal financing and its resulting lower borrowing cost, the Project is
economically more feasible.
194
Page 5 — Resolution No. 96 - 1982
Section S. The loan to the Borrower under the Agreement to finance the
acquisition, construction and installation of the Project, which consists of
the Building and the Equipment (as such terms are defined in the Agreement) ,
be and the same is hereby authorized.
Section 6. For the purpose of financing the cost of acquisition, construction
and installation of the Project, there is hereby authorized the issuance of
81,500,000 aggregate principal amount City of Fridley, Minnesota, Commercial
Development Revenue Bands (Fridley Plaza Partnership Project), Dated as of
October 1, 1982. The Bands shall be issued in coupon form, shall be in such
denaninations, shall be numbered, shall be dated, 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 by the Indenture.
Interest rates on the Sams shall not exceed fourteen percent (148) per annum,
and the rates of interest shall be approved by the Mayor and the City Manager.
Section 7. The Bands shall be special obligations of the Issuer, payable
solely from the revenues received by the Issuer from the Agreement, in the
spanner provided in the Indenture. As security for the payment of the
principal of, premium, if any, and interest on the Bonds, pro rata and without
preference of any one Bond over any other Bond, the City Council of the Issuer
hereby authorizes and directs the Mayor to execute and the Clerk - 'Treasurer to
attest under the corporate seal of the Issuer the Indenture and to deliver to
the Trustee the Indenture and does hereby authorize and direct the execution
of the Bonds by the Mayor and the City Manager and does hereby provide that
the indenture shall provide the terms and conditions, covenants, rights,
obligations, duties and agreements of the holders of the Bonds, the issuer and
the Trustee as set forth therein.
All of the provisions of the Indenture, when executed and delivered as
authorized therein, 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
Indenture shall be substantially in the form on file in the office of the
Clerk - Treasurer with such necessary and appropriate variations, omissions and
insertions as permitted or required or as the Mayor, in his discretion, shall
determine, and the execution thereof by the Mayor shall be conclusive evidence
of such determination.
section 8. The Mayor and the Clerk- Treasurer are hereby authorized and
directed to execute, attest and deliver the Agreement by and between the
Issuer and the Borrower. All of the provisions of the Agreement, 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 Agreement shall be substantially in the form on file in
the office of the Clerk- Treasurer with such necessary and appropriate
variations, emission and insertions as permitted or required or as the Mayor,
in his discretion, shall determine, and the execution thereof by the Mayor
shall be conclusive evidence of such determination.
Section 9. The Mayor is hereby authorized and directed to accept and confirm
the Bond Purchase Agreement, dated October 25, 1982 (the 'Bond Purchase
1
1
11,
Page 6 — Resolution No. 96 - 1982
Agreement'), from Miller Securities incorporated, as Underwriter (the
"Underwriter') and accepted by the Issuer, the Borrower and the Gurarantors.
All of the provisions of the Bond Purchase Agreement, when accepted and
confirmed as authorized herein, shall be deemed to be a part of this
resolution as fully and to the same extant as if incorporated verbatim herein
and shall be in full force and effect from the date of execution and delivery
thereof. The Bond Purchase Agreement shall be in the form on file in the
office of the Clerk-Treasurer.
Section 10_ All covenants, stipulations, obligations and agreements of the
Issuer contained in this resolution and contained in the Indenture, the
Agreement and the Bond Purchase Agreement 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. Except as
otherwise provided in this resolution, all rights, powers and privileges
conferred and duties and liabilities imposed upon the Issuer or the City
Council thereof by the provisions of this resolution or the Indenture, the
Agreement or the Bond Purchase Agreement shall be exercised or performed by
the Issuer 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 Indenture, the 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 ii. Except as herein otherwise expressly provided, nothing in this
resolution or in the Indenture, express or implied, is intended or shall be
construed to confer upon any person or firm or corporation other than the
issuer, the holders of the Bonds issued under the provisions of this
resolution and the Indenture and the Trustee any right, remedy or claim, legal
or equitable, under and by reason of this resolution or any provision hereof
or of the Indenture or any provision thereof; this resolution, the Indenture
and all of their provisions being intended to be and being for the sole and
exclusive benefit of the Issuer and the holders from time to time of the Bonds
issued under the provisions of this resolution and the Indenture.
Section i In case of any one or more of the provisions of this resolution,
the Indenture, the Agreement, the Bond Purchase Agreement or any of the Bonds
and any coupons appurtenant thereto 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, the Indenture, the Agreement, the Bond
Purchase Agreement or the Bonds or coupons, but this resolution, the
Indenture, the Agreement, the Bond Purchase Agreement and the Bonds and any
coupons shall be construed and endorsed as if such illegal or invalid
provision had not been contained therein. The terms and conditions set forth
in the Indenture, the Agreement and the Bond Purchase Agreement, the pledge of
revenues and other sums payable under the Agreement, the creation of the funds
provided for in the Indenture, the provisions relating to the handling of the
195
196
Page 7 — Resolution No. 96 - 1982
proceeds derived from the sale of the Bonds pursuant to and under the
Indenture and the handling of said revenues and other moneys are all
commitments, obligations and agreements on the part of the Issuer contained in
the Indenture, and the invalidity of the Indenture, the Agreement and the Bond
Purchase Agreement shall not affect the commitments, obligations and
agreements on the part of the Issuer to create such funds and to handle said
revenues, other moneys and proceeds of the Bonds for the purposes, in the
manner and according to the terms and conditions fixed in the Indenture, it
being the intention hereof that such commitments on the part of the Issuer are
as binding as if contained in this resolution separate and apart from the
Indenture, the Agreement and the Bond Purchase Agreement.
Section 13. The Bonds shall contain a recital that the Bonds 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 all
acts, conditions and things required by the laws of the State relating to the
adoption of this resolution, to the issuance of the Bonds and to the execution
of the Indenture, the Agreement, the Assignment, the Guaranty, the Mortgage
and the Bond Purchase Agreement to happen, to exist and to be performed
precedent to and in the enactment of this resolution and precedent to the
issuance of the Bonds and precedent to the execution of the Indenture, the
Agreement, the Assignment, the Guaranty, the Mortgage and the Bond Purchase
Agreement have happened, do exist and have been performed as so required by
law.
Section 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 Indenture, the
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 Agreement, the Bond Purchase Agreement and this resolution.
Section 15_ The Issuer hereby approves the form of the preliminary Official
Statement, dated October 15, 1982, on file in the office of the Clerk -
Treasurer, and hereby ratifies and confirms its use and distribution by Miller
Securities Incorporated, the Underwriter, in connection with the sale of the
Bonds and hereby approves the form of the final Official Statement and
consents to the distribution of the final Official Statement to prospective
purchasers of the Bonds; however, the Issuer assumes no responsibility for the
contents of said Official Statement.
Section 16. The Trustee is hereby appointed as Paying Agent for the Bonds
pursuant to Section 702 of the Indenture.
Section 17. William J. Nee, Mayor of the Issuer, is hereby designated and
authorized to act on behalf of the Issuer as the Issuer Representative (as
defined in the Agreement) . Sidney C. Inman, City Clerk of the Issuer, is
hereby designated and authorized to act on behalf of the Issuer as an
alternative Issuer Representative.
Section 18. This resolution shall be in full force and effect from and after
its passage. '
197
Page 8 — Resolution No. 96 - 1982
PASSED AND AWpM BY THE CITY Oxmm OF THE CITY OF FRiDL Y THIS 2511H DAY OF
OCTOBER, 1982.
WILLIAM J. E - MAYOR
ATTEST:
SIDNEY C. RKMAN - CITY CLERK
2/2/8/13