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RES 1988-10 - 00004346RESOLUTION NO. 10 - 1988 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF FLOATING RATE DEMAND REVENUE REFUNDING BONDS (LONGVIEW FIBRE COMPANY) A resolution of the City Council of the City of Fridley, Minnesota, authorizing the issuance and sale of its Floating Rate Demand Revenue Refunding Bonds (Longview Fibre Company), Series 1988, in the principal amount of $2,240,000; approving the documentation in connection with the issuance and sale of said bonds; appointing a trustee and paying agent; and providing for other matters relating thereto. WHEREAS, the City of Fridley, Minnesota (the "Issuer ") , acting through its City Council (the "Council ") , is authorized by Minnesota Statutes, Sections 469.152 through 469.165 (the "Act "), to issue and sell its nonrecourse revenue bonds for the purpose of defraying the cost of acquiring, constructing, and installing industrial development facilities constituting a "project" under the Act: and WHEREAS, the Issuer is further authorized to make secured loans for the purpose of providing permanent financing of all or a part of the project cost of any industrial development facility upon terms and conditions as the ' Council shall deem advisable and not in conflict with the Act; and WHEREAS, the Issuer has previously issued its Industrial Development Revenue Bond (Longview Fibre Company Project), dated August 22, 1984, in the aggregate principal amount of $3,200,000 (the "Refunded Bonds ") pursuant to Resolution No. 97 -1984, adopted by the Council on August 20, 1984 (the "Refunded Bond Resolution "), for the purpose of financing certain industrial development facilities consisting of folder - gluers for the printing, scoring, die - cutting, folding, gluing and bundling of corrugated boxes (the "Project Facilities ") for Longview Fibre Company (the "Company ") located at the facilities of the Company within the boundaries of the Issuer; and WHEREAS, the Company has requested the Issuer to issue another series of nonrecourse revenue bonds for the purpose of refunding the outstanding Refunded Bonds in order to achieve interest cost savings; and WHEREAS, the Issuer is authorized under the Act to issue its refunding bonds for such purposes; and WHEREAS, it appears to be in the best interest of the Issuer and the Company to proceed with the refunding at this time to provide moneys to refund the outstanding Refunded Bonds; and WHEREAS, Piper, Jaffray & Hopwood, Inc. (the "Underwriter ") , has offered to purchase said bonds to be designated Floating Rate Demand Revenue Refunding ' Bonds (Longview Fibre Company), Series 1988, in the principal amount of $2,240,000 (the "Bonds "); and Page 2 - Resolution No. 10 - 1988 ' WHEREAS, pursuant to notice thereof duly published in accordance with applicable law, the City Council has on this date conducted a public hearing on the question of the issuance of the Bonds, at which hearing all persons desiring to address the Council on said question were given an opportunity to do so; and WHEREAS, forms for the following documents relating to the Bonds and the loan of Bond proceeds have been prepared and submitted to this City: (a) A Loan Agreement (the "Loan Agreement "), to be dated as of February 1, 1988, proposed to be made and entered into between the Issuer and the Company; (b) An Indenture of Trust (the "Indenture "), to be dated as of February 1, 1988, proposed to be made and entered into by the Issuer and Rainier National Bank, Seattle, Washington, as trustee thereunder (the "Trustee "), authorizing the issuance of and setting forth the terms and conditions of the Bonds, assigning the Issuer's interest in the Loan Agreement, and setting forth the proposed recitals, convenants and agreements of the parties with respect thereto; (c) A Bond Purchase Agreement (the "Bond Purchase Agreement ") proposed to be made and entered into by the Underwriter and the Issuer, setting forth the conditions for the Underwriter's purchase of the Bonds; ' (d) A Security Agreement (the "Security Agreement "), to be dated as of February 1, 1988, proposed to be made and entered into by the Company, the Trustee and the Bank (as defined in the Security Agreement), securing the Company's payment of the loan pursuant to the Loan Agreement; and (e) A Remarketing Agreement (the "Remarketing Agreement ") , to be dated February 1, 1988, proposed to be made and entered into by the Underwriter and the Company. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley, Minnesota, as follows: Section 1. Definitions. Unless otherwise defined in this Resolution, the capitalized terms used herein shall have the meanings given such terms in the Indenture. Section 2. Findings of the Issuer. The Council hereby finds as follows: (a) The Project Facilities comprise properties which constitute a "project" within the meaning of the Act; (b) The refunding of the Refunded Bonds, the issuance and sale of the Bonds, the execution and delivery of the Loan Agreement, the Indenture, the Security Agreement, the Remarketing Agreement, the Bond Purchase Agreement, and the performance of all covenants and agreements of the Issuer contained in the Loan Agreement, the Indenture, the Security Agreement, the Remarketing Agreement, the Bond Purchase Agreement, and all other acts and things required under the Constitution and laws of the State of Minnesota and the Home Rule Charter of the Issuer to make the Page 3 - Resolution No. 10 - 1988 Loan Agreement, the Indenture, the Bond Purchase Agreement, and the Bonds valid and binding limited obligations of the Issuer enforceable against the Issuer in accordance with their terms, respectively, are authorized by the Act; and (c) The issuance and sale of the Bonds and the loan of the Bond proceeds by the Issuer to the Company to pay all or a portion of the cost of refunding the Refunded Bonds are in conformity with and satisfy the guidelines of the Issuer with respect to industrial development bonds under the Act. Section 3. Authorization and Approval of the Refunding Plan. The Issuer is hereby authorized to lend the proceeds of the Bonds to the Company to pay the redemption price of and interest on the Refunded Bonds, to pledge and assign the loan repayments and revenues therefrom and its interest in the Loan Agreement to the Trustee hereinafter appointed, all as provided in the Indenture. Section 4. Authorization of Bonds. In order to refund the outstanding Refunded Bonds, the Issuer does hereby authorize the issuance, sale and delivery of the Bonds, in the aggregate principal amount of $2,240,000 in the form set forth in the Indenture, pursuant to the terms stated therein, to be issued as fully registered Bonds bearing interest at the rates and payable on the dates provided for in the Indenture, maturing on January 1, 2003, and ' subject to call and redemption at such times and under such circumstances as are set forth in the Indenture. During the period from the date of first authentication and delivery of the Bonds, the Bonds shall bear interest at the Adjusted Interest Rate, On any Interest Payment Date the interest rate on the Bonds may be converted to a fixed annual rate of interest equal to the Fixed Interest Rate. Section 5. Sale of Bonds. The proposal of the Underwriter to purchase the Bonds pursuant to the Bond Purchase Agreement is hereby accepted. The Bond Purchase Agreement shall be executed in the name and on behalf of the Issuer by the Mayor and City Manager. Section 6. Execution of Bonds; Signatures. The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the Mayor and City Manager, and the seal of the Issuer shall be omitted therefrom as permitted by law. Section 7. Bonds Not a General Obligation of Issuer. The Bonds shall be a special obligation of the Issuer and shall be payable solely out of the revenues and other security assigned and pledged hereby or to be assigned and pledged by the Indenture, the Loan Agreement, the Security Agreement and this Resolution and shall not constitute an indebtedness of, or a loan of credit by, the Issuer within the meaning of any constitutional, statutory or Home Rule Charter provision and shall never constitute nor give rise to a pecuniary liability, charge, lien, or other encumbrance, legal or equitable, of the ' Issuer or any of its funds or other properties (other than a liability for payment from the revenues and security assigned and pledged hereby) or a charge against its general credit or taxing powers. Page 4 - Resolution No. 10 - 1988 ' Section 8. Redemption of the Bonds. The Bonds are redeemable by the Issuer, at the direction of the Company, in the manner and on the terms set forth in the Indenture. In addition, the Company may be required to prepay all of the payments on the Bonds remaining unpaid prior to their respective due dates under certain conditions set forth in full in the Indenture. Section 9. Approval of Documents. The following documents (collectively referred to as the "Financing Documents ") as presented to the Council of Directors on this date, are hereby in all respects authorized, approved and confirmed: A. the Bond Purchase Agreement; B. the Indenture; C. the Loan Agreement; and D. the Bonds. The Financing Documents shall be in substantially the form as presented to this meeting with such necessary and appropriate variations, omissions and insertions as approved, permitted or required by the officers of the Issuer executing said Financing Documents, and with the approval of O'Connor & Hannan, bond counsel for the Bonds, provided, that such changes shall be within the scope of the transactions authorized by the Act. Such execution ' shall be conclusive evidence of the due execution, on behalf of the Issuer, of such Financing Documents, which shall thereupon become binding upon the Issuer in accordance with their terms as authorized by the Act. The Issuer hereby further acknowledges and consents to the execution and delivery of the Remarketing Agreement in connection with the issuance of the Bonds. Section 10. Execution. The officers of the Issuer are hereby authorized to execute and deliver the Bonds and the other Financing Documents in the fashion and within the scope set forth in the preceding Section, as well as any additional certificates, documents or other papers in connection therewith, and to perform all other acts as they deem necessary or appropriate to implement and carry out the matters herein authorized. Section 11. Appointment of Trustee and Paying Agent. Rainier National Bank, Seattle, Washington, is hereby designated as Trustee /Registrar (the "Trustee ") for the Bonds, and further as the Paying Agent (the "Paying Agent ") for the Bonds. The Issuer does request and authorize the Paying Agent on behalf of the Issuer to authenticate the Bonds. Section 12. Refunding Plan. The proceeds of sale of the Bonds shall be delivered to the Trustee to be held by such Trustee and used to pay the principal of and interest on the Refunded Bonds in accordance with the Indenture. Based upon the direction given to the Issuer by the Company, the Issuer hereby irrevocably calls the Refunded Bonds for redemption in full on February 3, 1988. Said call for redemption shall be irrevocable after the ' delivery of the Bonds to the Underwriter. The Company has represented to the Issuer that the Company has delivered notice of the proposed redemption date in accordance with the Refunded Bond Resolution. Page 5 - Resolution No. 10 - 1988 ' Section 13. Appointment of Remarketing Agent. Piper, Jaffray & Hopwood, Inc., Seattle, Washington, is hereby appointed Remarketing Agent for the Bonds in accordance with the Indenture to act in accordance with the terms of the Indenture and the Remarketing Agreement. Section 14. Distribution of Preliminary and Final Offering Memorandum. The Issuer hereby consents to the preparation and distribution by the Underwriter of a Preliminary and /or Final Offering Memorandum relating to the Bonds (collectively, the "Prospectus "), provided, however, that the City has not participated in the preparation of or reviewed the Prospectus and assumes no responsibility for the completeness or accuracy thereof. Section 15. Further Documents and Certificates. The officers of the Issuer are authorized and directed, with the prior approval of bond counsel, O'Connor & Hannan, for the Bonds, to execute any and all documents and do any and all things determined necessary in order to effect the accomplishment of the issuance, sale and delivery of the Bonds and to deliver the necessary documents to the proper parties as requested to carry out the intended purposes of this Resolution. Section 16. Limitations on Liability. Nothing contained in this Resolution or in the Bonds, the Loan Agreement, the Indenture, the Prospectus, the Remarketing Agreement, the Bond Purchase Agreement, the Security Agreement, or any other instrument, shall be construed with respect to the Issuer or the State of Minnesota ( "State ") as incurring a pecuniary liability or charge upon ' the general credit of the Issuer or the State or against the taxing power of the Issuer, nor shall the breach of any agreement contained in this Resolution, the Bonds, the Loan Agreement, the Indenture, the Remarketing Agreement, the Bond Purchase Agreement, or the Security Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Issuer or the State or any charge upon the general credit of the Issuer or the taxing power of the Issuer. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 25TH DAY OF JANUARY, 1988 WILLIAM J. NEE YOR ATTEST; SHIRLEY A. RAAPALA - CITY CLERK