Loading...
RES 1986-113 - 000049967 1 •i:ti/ FNW 11 ",/ 11]1 'C' 1:1' `tie 'Y. ,11 /' CI 11. 11 VI }1 1' s: �: 'C' /1 I. Y' 'll 1' 1; YI W. f111 Ills I':-. D'' •• BE IT RESOLVED by the City Council of the City of Fridley, Minnesota 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 refunding bonds issued thereunder to finance the cost of acquisition and construction of authorized projects and to enter into contracts necessary or oonvenient in the exercise of the powers granted by the Act. 2. Use of the Proceeds and Documents Presented. This Council proposes that the City shall issue its revenue bonds pursuant to the Act in exchange for the City's $9,000,000 Industrial Development Revenue Bonds (the Webb Company Project), Series 1981, dated December 1, 1981 (the "Original Bonds "), which Original Bond were issued to pay the costs of the acquisition, construction and equipping of a printing plant (the "Project "), all pursuant to the Act. The Project is located at 5101 Industrial Boulevard in the City of Fridley. The Project is owned by the Webb Company, a Delaware corporation (the "Company ") and operated by Webb/Midwest Printing Company. Forms of the following documents relating to the Project have been submitted to the Council and are now on file in the office of the City Clerk: (a) Amended and Restated Loan Agreement, dated as of October 1, 1986, (the "Loan Agreement ") between the City and the Company, whereby the Company agrees, among other things, to pay amounts sufficient to provide for the full and prompt payment of the principal of and interest on the new Bonds to be issued; (b) Amended and Restated Trust Indenture, dated as of October 1, 1986, (the "Trust Indenture" or "Indenture ") between the City and First Trust Company, Inc., as Trustee, pledging the revenues to be derived from the Loan Agreement as security for, and setting forth the terms and provisions of, the $9,000,000 Industrial Development Revenue Bond (the Webb Company Project), Series 1981 (the "Bonds ") , to be issued by the City in exchange for the Original Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; (c) Remarketing Agreement, between the Company and Corrick & Co., Inc. (the "Remarketing Agent "), whereby, subject to the terms and conditions therein set forth, the Remarketing Agent agrees to remarket Bond which may be tendered in accordance with the Indenture (not to be executed by the City); Page 2 - Resolution No. 113 - 1986 ' (d) Substitute Irrevocable Letter of Credit to be issued by the First National Bank of Saint Paul (the "Bank ") securing payment of principal, premiun, if any, and interest on the Bond (the "Letter of Credit ") (not to be executed by the City); (e) Amended and Restated Letter of Credit Agreement between the Company and the Bank (the "Letter of Credit Agreement ") setting forth certain covenants made by Company for the benefit of the Bank (not to be executed by the City); (f) Amended and Restated Mortgage from the Company to the Trustee (the "Mortgage "), providing security for the Bonds (not to be executed by the city); (g) Amended and Restated Security Agreement from Webb/Midwest Printing Company to the Trustee (the "Security Agreement ") providing additional security for the Bonds (not to be executed by the City); and (h) Pledge and Security Agreement between the Company, the Bank and the Trustee (the "Pledge Agreement ") relating to the disposition of tendered Bonds not remarketed (not to be executed by the City). 3. Findings. It is hereby found, determined and declared that: (a) The Project, as described in paragraph 2 hereof, constitutes a project authorized by the Act, including Section 474.02, Subdivision 1 thereof. ' (b) The issuance of the Bonds in exchange for the Original Bonds, the execution and delivery of the Loan Agreement, the Indenture and the performance of all covenants and agreements of the City contained in the Loan Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement and the Indenture and the Bonds valid and binding special obligations of the City in accordance with their terms, are authorized by the Act. (c) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or the Original Bonds or to the Bonds, Loan Agreement or Trust Indenture or questioning the organization, powers or authority of the City. (d) To the best of its knowledge, the execution, delivery and performance of the City's obligations under the Bonds, the Trust Indenture and the Loan Agreement 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 the 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. (e) The Loan Agreement provides for payments by the Company to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bond when due. No reserve find is deemed necessary for this purpose or for maintenance of the Project. The Loan Agreement obligates the Company to pay all expenses of the operation and maintenance of the Project including, but without limitation, adequate insurance, taxes and special assessments. Page 3 - Resolution No. 113 - 1986 ' (f) Under the provisions of the Act, and as provided in the Loan Agreement and Indenture, the Bons are not to be payable from nor charged upon any fund other than amounts payable by the Company pursuant to the Loan Agreement and -- moneys in the Funds and Accounts held by the Trustee which are pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; each Bond issued under the Indenture shall recite in substance that the Bond, including interest thereon, shall not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers and that the Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. 4. Approval and Execution of Documents. The forms of Loan Agreement, Trust Indenture, Letter of Credit, Remarketing Agreement, Letter of Credit Agreement, Mortgage, Security Agreement and Pledge Agreement are approved. The Loan Agreement and Trust Indenture shall each be executed in the name and on behalf of the City by the Mayor and the City Manager, 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. The other documents may contain such changes therein as may be authorized by the Company. ' 5. Issuance of Bonds. The City shall proceed forthwith to issue the Bond in the principal amount of $9,000,000, in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and execute the Bonds by manual or facsimile signature as prescribed in the Trust Indenture and to deliver the Bond to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.13 of the Trust Indenture, for authentication by the Trustee and delivery to the purchaser. 6. Certificates. etc. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchasers of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearng from the books and record in the officers' custody and control or as otherwise known to then and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor of Anoka County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bond on this bond register as required by the Act and Section ' 475.63, Minnesota Statutes. i II Page 4 - Resolution No. 113 - 1986 242 PASSED AND ADOPTED BY THE CITY COUNCIL OCTOBER, 1986 OF THE CITY OF FRIMEY THIS 6TH DAY OF WILLYM J. NEE - R ATTEST: SHIRLEY A. H$ - CIV CLERK i II