RES 1984-85 - 00005490173
RESOLUTION NO. 85 - 1984
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT ALLOCATING THE CITY OF FRIDLEY'S 1984 INDUSTRIAL
DEVELOPMENT BONDING ENTITLEMENT AMOUNTS TO NORTH FREEWAY
INVESTORS AND TO RIVER ROAD INVESTORS
' WHEREAS, North Freeway Investors, a Minnesota general partnership, and River
Road Investors, a Minnesota general partnership, respectively, have applied to
the City of Fridley, Minnesota, and have been given preliminary approval by
the City Council for the issuance by the City of its $7,500,000 and $6,000,000
commercial or industrial development revenue bonds for their proposed
Projects, respectively; and
WHEREAS, pursuant to Laws of Minnesota 1984, Chapter 582 (the "Allocation
Act ") , the City expects to receive an allocation as an Entitlement Issuer
thereunder and may, under certain circumstances, apply on a competitive basis
for additional amounts of bonding authority; and
WHEREAS, the Allocation Act requires that certain actions be taken in a timely
fashion to retain the City's Entitlement Amounts and to compete for additional
allocations thereunder.
NO-J, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley,
Minnesota as follows:
1. The City Council hereby determines that it is in the best interests of the
City to provide by agreement with North Freeway Investors and River Road
Investors, respectively, the terms and conditions upon which the City will
allocate any amounts of bonding authority it may have pursuant to the
Allocation Act and to accomodate and specify the respective interests of the
City and of the proposed borrowers under such bond issues.
2. The Agreement entitled "Agreement Allocating the City of Fridley's 1984
Industrial Development Bonding Entitlement Amounts to North Freeway Investors
and to River Road Investors," which is attached to and made a part of this
Resolution, is hereby approved by the City Council, and the City Manager, the
City Clerk- Treasurer, and the other officers and employees of the City are
hereby authorized to execute said Agreement and to take such actions as may be
necessary to abide by and fulfill the terms and intent thereof. Such officers
are further authorized to enter into such agreement with any changes thereto
as may be recommended by the City's bond counsel, O'Conner & Hannan, which
changes shall be deemed approved by the City Council upon the execution of
said agreement by said officers.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 6TH DAY OF
AUGUST, 1984.
WILLIAM J. NE - MAYOR
ATTEST:
SIDNEY C. - CITY CLERK
Page 2 — Resolution No. 85 — 1984 174
AGREEMENT ALLOCATING THE CITY OF FRIDL Y' S 1984 INDUSTRIAL
DEVELOPMENT BONDING ENTITLEMENT AMXNTS TO NORTH FREEWAY
INVESTORS AND TO RIVER ROAD INVESTORS
THIS PGRE_MENT is dated August 61 1984; is by and between the City of Fridley,
Minnesota (the "City ") , North Freeway Investors, a Minnestoa general
partnership, and River Road Investors, a Minnesota general partnership, as
their respective interest and obligatons shall appear herein; and provides as
follows:
1. Recitals.
(a) Pursuant to Laws of Minesota 1984? Chapter 582 (the "Allocation
Act "), as an "entitlement issuer" thereunder, the City made application to
and received from the Minnesota Energy and Economic Development Authority
( "MEEDA ") a preliminary 1984 entitlement allocation of $8,024,338 of
authority for the issuance of obligations of the City which are subject to
a "federal limitation act," all as defined and provided in the Allocation
Act.
(b) As required by the Allocation Act, the City has reapplied to MEEDA
for its final 1984 entitlement amount, and the City expects but cannot
guarantee that its final entitlement allocation will be substantially in
the same amount as the City's preliminary 1984 entitlement allocation.
The City's final allocation, as so determined and published by MEEDA,
shall be referred to in this Agreement as the "1984 Entitlement
Allocation."
(c) North Freeway Investors applied to the City, and the City Council
gave preliminary approval on July 16, 1984, for the issuance of the City's
$7,500,000 Commercial Development Revenue Bonds (North Freeway Investors
Project) (the "Freeway Bonds "), pursuant to Minnesota Statutes, Chapter
474, to finance a certain project within the City.
(d) River Road Investors applied to the City, and the City Council gave
preliminary approval on July 16, 1984, for the issuance of the City's
$6,000,000 Commercial Development Revenue Bonds (River Road Investors
Project) (the "River Road Bonds "), pursuant to Minnesota Statutes, Chapter
474, to finance a certain project within the City.
(e) North Freeway Investors and River Road Investors hereby acknowledge
and represent that they have reviewed and are familiar with the provisions
of the Allocation Act and they acknowledge that the Allocation Act imposes
upon the City numerous restrictions and requirements with respect to the
use and application of its 1984 Entitlement Allocation, with respect to
the City's ability to compete for allocations in excess of its 1984
Entitlement Allocation, and otherwise.
(f) The Allocation Act requires the City, prior to September 1, 19841
either (1) to return for reallocation its unsued 1984 Entitlement
Allocation or (2) provide MEEDA with a deposit equal to one percent (1 %)
of the portion thereof the City wishes to retain, together with a letter
of intent to issue bonds that retained portion prior to December 31, 1984.
(g) The Allocation Act also provides that the City may not compete for
additional allocations of bonding authority unless it has either issued or
returned for reallocation all of its 1984 Entitlement Allocation.
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Page 3 — Resolution No. 85 - 1984
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2. Cooperation. The City, North Freeway Investors, and River Road Investors
agree and covenant to cooperate in all respects pertaining to securing bonding
authority for the North Freeway Investors Project and the River Road Investors
Project, respectively, and further acknowledge that the application and
implementation of the Allocation Act involves interpretation and
administration by MEEDA, over which none of the parties to this Agreement has
control, and all parties to this Agreement agree that they shall be bound by
the interpretations and administrative guidelines and decisions provided by
MEEDA in implementing the Allocation Act, particularly but without limitation
' to the extent that any such implementation, decision, or guideline effectively
supersedes, amends, frustrates or otherwise affects the provisions or intent
of this Agreement.
3. Limited Allocation to North Freeway Investors of 1984 Entitlement
Allocation.
Subject to the conditions precedent and all other provisions of this
Agreement, the City hereby allocates to the North Freeway Investors Project,
out of the City's 1984 Entitlement Allocation, the lesser of (a) $7,500,000
and (b) the City's 1984 Entitlement Allocation, provided, however, that this
allocation shall be conditioned upon the receipt by the City from North
Freeway Investors on or before August 6, 1984, one percent (1 %) of the amount
allocated to the North Freeway Investors Project pursuant to this paragraph,
and the City agrees that it will timely use such deposit to retain said
portion of its 1984 Entitlement Allocation for the benefit of the North
Freeway Investors Project and that the City will make a timely filing of the
required letter of intent to issue bonds for said Project. If the Freeway
Bonds are not issued prior to October 15, 1984, the City shall have the right
in its sole discretion to apply all or any portion of its 1984 Entitlement
Allocation hereby reserved for the Freeway Bonds to any other project;
as Wssible aft-er October 15, 1984, the bonding authority reserved for the
North Freeway Investor- Proiect nursuant- to this 4Qres-,ie--gt a-id t4a 4LI-QcatioTt.
4. Limited Allocation to River Road Investors of 1984 Evtitlayen�L
Subject to the preconditions and provisions of this Agreement, the City hereby
allocates to the River Road Investors Project the difference, if any, bewtween
the City's 1984 Entitlement Allocation and the amount thereof reserved for the
North Freeway Investors Project pursuant to the preceding paragraph of this
Agreement. River Road Investors acknowledges that in order to provide
complete funding for its proposed $6,000,000 Project it will be necessary to
make competitive application to MEEDA under the Entitlement Act for excess
bonding amounts, and River Road Investors agrees to cooperate with the City in
making such application and to provide the City the one percent (1 %) deposit
required, that is, $60,000, to make such application. If the River Road Bonds
are not issued prior to December 5, 1984, the City reserves the right in its
sole discretion to reallocate to any other project any portion of its 1984
Entitlement Allocation hereby reserved to said project under this Agreement:
provided however. that River Road Investora shall be n 1 d to giuch return
of its 1% deposit, if any, as the City would receive from MEEDA under the
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Page 4 — Resolution No. 85 - 1984 176
5. Return of Deposits.
The City agrees that, to the extent that MEEDA reimburses the City for all or
any portion of the one percent (1%) deposit required in connection with
reserving or obtaining allocations of bonding authority for the North Freeway
Investors Project and the River Raid Investors Project, respectively, the City
will return said principal amount of such reimbursement from MEEDA to North
Freeway Investors and to River Road Investors, respectively, as their interest
therein appear.
6. No Liability of City.
North Freeway Investors and River Road Investors, respectively, agree that the
City shall have no liability under this Agreement for any deposits made by
North Freeway Investors or River Road Investors under this Agreement, for any
failure to issue the Freeway Bonds or the River Road Bonds, for any decision
made by the City pursuant to this Agreement to apply any amounts of bonding
authority to other projects, or otherwise, and North Freeway Investors and
River Road Investors, respectively, as their interest appear, hereby agree to
indemnify and hold the City harmless against any claim, suit, or other action
arising out of this Agreement; provided, however, that nothing in this
paragraph shall excuse the City from the performance of any obligation of the
City under this Agreement, and this paragraph shall not be construed to
exculpate the City against its gross negligence or willfull misconduct.
7. No Guarantee to Issue Bonds.
Nothing in this Agreement shall be interpreted as a firm commitment or
guarantee on the part of the City to issue the Freeway Bonds or the River Road
Bonds, and no letter of intent provided by the City to MEEDA in connection
with reserving any portion of the City's 1984 Entitlement Allocation or
competing for additional allocations shall be so construed.
IN WITNESS WHEREOF, the City, North Freeway Investors, and River Road
Investors have caused this Agreement to be duly executed by their authorized
representatives on the date hereof.
CITY OF FRIDLEY
By S /Nasim Qureshi
Nasim Qureshi, City Manager
By S /Sid Inman
Sid Inman, City Clerk
Page 5 — Resolution No. 85 - 1984 177
NORTH FREEWAY INVESTORS, a
Minnesota General Partnership
By
General Partner
RIVER ROAD INVESTORS, a
' Minnesota General Partnership
By
General Partner
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