RES 1984-130 - 00005588271
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIDLEYr
ANOKA OOUNTYr MIINNESOTAr AUTHORIZING THE ISSUANCE AND SALE
OF THE CITY'S $990,000 COMMERCIAL DEVELOPMENT REVENUE
BONDS (UNIVERSITY CENTER PHASE III PROTECT)r DATED AS OF
DECEMBER 1, 1984
WHEREAS, the Minnesota Municipal Industrial Development Act, Minnesota
Statutes, Chapter 474 (the "Act ") , authorizes the City of Fridleyr Minnesota
(the "City "), to issue its revenue obligations for the purposes specified
therein and for the financing of eligible projects thereunder; and
WHEREAS, the Borrower, being Gerald W. Paschke, has proposed to acquire land
and construct thereon commercial and retail facilities (the "Project ") in the
City, to be owned by the Borrower, and the City desires to assist the
financing of the Project upon the terms and conditions specified in the Act
and the Agreement (as hereinafter defined); and
WHEREAS, the City proposes to assist the financing of the Project by the
issuance of revenue obligations of the City under the Indenture (as
hereinafter defined); and
WHEREAS, the City proposes to enter into an Indenture of Trust, dated as of
December 1, 1984 (the "Indenture ")r with First Trust Company of Saint Paul, in
St. Paul, Minnesota (the "Trustee "), to provide, among other things, for the
issuance by the City of its $990,000 Commercial Development Revenue Bonds
(University Center Phase III Project), dated as of December 1, 1984 (the
"Bonds "); and
WHEREAS, the City and the Borrower propose to enter into a Loan Agreement,
dated as of December 1, 1984 (the "Agreement "), to provide, among other
things, for the loan of the proceeds of the Bonds to the Borrower to be used
to finance the Project; and
WHEREAS, the Borrower and the Trustee propose to enter into a Mortgage,
Security Agreement and Fixture Financing Statement, dated as of December 1,
1984 (the "Mortgage ") , to secure the performance of the Borrower's obligations
under the Agreement; and
WHEREAS, the Borrower and the Trustee Propose to enter into an Assignment of
Rents and Leases, dated as of December 1, 1984 (the Assignment"), whereby the
Borrower would assign, grant and transfer to the Trustee all of the Borrower's
right, title and interest in and to any present and future leases and rents
derived frcm any part of the principal of, premium, if any, and interest on
the Bonds and the performance of the Borrower's obligations under the
Agreement; and
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WHEREAS, the Guarantors (as defined in the Indenture have proposed to execute
and deliver to the Trustee a Guaranty Agreement, dated as of December 1, 1984
(the "Guaranty "), pursuant to which the Guarantors would guarantee the full
and prompt payment of the principal of, interest and premium, if any, on the
Bonds; and
WHEREAS,
Juran & Moody, St. Paul,
Minnesota (the "Original
Purchaser:),
proposes
to purchase the Bonds, under
a Bond Purchase Agreement
between the
Original
Purchaser and the City (the
"Bond Purchase Agreement ");
and
WHEREAS, copies of the proposed Agreement, Indenture, Bond Purchase Agreement,
Mortgage, Assignment and Guaranty have been placed on file in the office of
the City Clerk- Treasurer.
NCW, THEREFORE, BE IT RESCLVED by the City Council of the City of Fridley,
Minnesota, as follows:
1. The City Council hereby finds that the Project is a "project ", as defined
in the Act, that the issuance of the bonds for the Project would promote the
purposes of the Act and that the issuance of the Bonds and the execution and
delivery of the Agreement and the Indenture would serve the interests of the
City.
2. For the purpose of assisting the financing of the Project, there is hereby
authorized the issuance, sale and delivery of the Bonds. The Bonds shall be
issued in fully registered form, shall be in such denominations, shall bear
interest, 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
deatails and provisions as are prescribed by the Indenture.
3. The Bonds are authorized to be issued only as special and limited
obligations of the City, payable solely from the revenues derived by the City
from the Agreement and from the Trust Estate provided in the Indenture.
Otherwise, the Bonds shall not constitute a debt of the City within the
meaning of any constitutional or statutory or home Rule Charter provision,
shall not constitute or give rise to any pecuniary liability of the City, and
charge against the City's full faith and credit or taxing powers or any
charge, lien or encumbrance, legal or equitable, upon any funds or other
assets of the City.
4. The City Council of the City hereby authorizes the Mayor and the officers
of the City to execute and deliver the Bond purchase Agreement, the Indenture
and the Agreement. All of the provisions of the Bond Purchase Agreement, the
Indenture and 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 Bond Purchase
Agreement, the Indenture and the Agreement shall be substantially in the form
on file in the office of the City Clerk- Treasurer with such necessary and
appropriate variation, omissions and insertions as permitted or required by
such documents or as the Mayor and officers of the City executing the same,
with the advice of bond counsel for the Bonds, O'Connor & Hannan, shall
determine, as evidenced by such execution thereof.
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273
5. The Bands are hereby authorized to be executed by the facsimile signatures
of the Mayor and City officials specified in the form of the Bonds contained
in the Indenture and to be manually authenticated by the Trustee, all as
provided in the Indenture.
6. All covenants, stipulations, obligations and agreements of the City
contained in this resolution and in the Bond Purchase Agreement, the Indenture
and the Agreement shall be deemed to be the covenants, stipulations,
obligations and agreements of the City of the full extent authorezed or
' permitted by law, and all such covenants, stipulations, obligations and
agreements shall be binding upon the City. Except as otherwise provided in
this resolution, all rights, powers and privileges conferred and duties and
liabilities imposed upon the City or the City Council by the provisions of
this resolution, the Bond Purchase Agreement, the Indenture and the Agreement
shall be exercised or performed by the City 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 poers and to perform such duties.
No covenant, stipulation, obligation or agreement herein contained or
contained in the Bond Purchase Agreement, the Indenture or the 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 City in that
person's individual capacity, and neither the City shall be liable personally
on the Bonds or be subject to any personal liability or accountability by
reason of the issuance thereof.
7. In case any one or more of the provisions of this resolution, the Bond
Purchase Agreement, the Indenture, the Agreement or any 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, the Bond Purchase Agreement, the Indenture, the Agreement or the
Bonds, but this resolution, the Bond Purchase Agreement, the Indenture, the
Agreement and the Bonds shall be construed as if such illegal or invalid
provision had not been contained therein.
8. The Bonds shall contain a recital that the Bonds are issued prusuant to
the Act, and such recital shall be conclusive evidence of the validity of the
Bonds and the regularity of the issuance thereof and the Bonds shall contain a
further recital that all acts, conditions and things requiared by the Home
Rule Charter of the City and by the Constitution and the laws of the State of
Minnesota in connection with the issuance of the Bonds to have happened, to
exist and to be performed have happened, do exist and have been performed as
so required by law.
9. The officers of the City, attorneys, engineers and other agents or
employees of the City are hereby authorized to do all acts and things required
of then by or in connection with this resolution, the Bond Purchase Agreement,
the Indenture and the Agreement for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Bonds,
the Bond Purchase Agreement, the Indenture, the Agreement and this resolution,
including without limitation the execution and delivery of all supplementary
certificates and documents necessary or advisable in connection with the
issuance of the Bonds.
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10. The Trustee is hereby designated as the paying, authenticating and
transfer agent and registrar for the Bonds, all as provided in the Indenture.
11. The City Manager and City Clerk- Treasurer are hereby designated and
authorized to act on behalf of the City as Issuer Representative of the City
under the Agreement.
12. The City Council hereby authorizes the distribution of the Official
Statement prepared for the Bonds by ahe Original Purchaser in connection with
the sale of the Bonds; however, the City has not reviewed the accuracy or
completeness thereof, or otherwise.
PASSED AND ADOPTED BY THE CITY OGUNCIL OF THE CITY OF FRIDLEY THIS 19TH DAY OF
NCBEMER, 1984
WfLLIAM J. NEE - OR
ATTEST:
SIDNEY - CITY CLERK