Res 1996-52 00(39f
RESOLUTION NO. 52 - 1996
RESOLUTION APPROVING A THIRD SUPPLEMENTAL INDENTURE OF
TRUST AND A SECOND AMENDMENT TO LOAN AGREEMENT REGARDING
THE CITY'S COMMERCIAL DEVELOPMENT REVENUE BONDS (FRIDLEY
BUSINESS PLAZA LIMITED PARTNERSHIP PROJECT) AND OTHER
DOCUMENTS RELATING THERETO
BE IT RESOLVED by the City Council of the City of Fridley, Minnesota, as
follows:
1. Pursuant to the Minnesota Municipal Industrial Development Act, Minnesota
Statutes, Chapter 474, recodified as Minnesota Statutes, Sections 469.152 -
469.165, as amended, the City of Fridley, Minnesota (the "City") issued its
revenue obligation(s) for the purposes specified therein and for the financing
of eligible projects thereunder.
2. Pursuant to Resolution No. 102-1986, adopted by the Fridley City Council
on September 22, 1986 (the "Bond Resolution") , and pursuant to an Indenture of
Trust, dated as of September 1, 1986 and Resolution No. 124-1986 which
authorized a Supplemental and Restated Indenture of Trust, between the City and
Norwest Bank Minneapolis, National Association, in Minneapolis Minnesota (the
"Initial Trustee") , the City issued its $2,800,000 (original principal amount)
Commercial Development Revenue Bonds (Fridley Business Plaza Limited Partnership
Project) , bearing September 23, 1986, as the date of issue thereof (the "Bonds")
the Indenture of Trust was amended by a Second Supplemental Indenture of Trust
dated September 1, 1991, by and between the City and First Trust National
Association, as successor to the Initial Trustee (the "Trustee") (collectively,
the "Indenture") .
3. Fridley Business Plaza Limited Partnership, a Minnesota limited
partnership (the "Company") , constructed an approximately 58,000 square foot
multi-tenant industrial/commercial facility (the "Project") in the City with
proceeds of the Bonds.
4. The City and the Company entered into a Loan Agreement, dated as of
September 1, 1986, as amended by a First Amendment to Loan Agreement, dated as
of September 1, 1991 (collectively, the "Agreement") , which provided, among
other things, for the loan of the proceeds of the Bonds to the Company to be
used to finance the Project.
5. The Indenture, the Bond Resolution and the Agreement contemplate the
subsequent execution of Security Documents and/or Credit Provider Documents (as
defined in the Agreement and Indenture) , as well as such amendments of or
successors to the Indenture and the Agreement as may be desirable or necessary
in connection therewith.
6. There have been submitted to the City two supplemental documents entitled
(i) Third Supplemental Indenture of Trust, dated as of September 1, 1996,
proposed to be entered into between the City and the Trustee providing certain
amendments to the Indenture, and (ii) Second Supplement to Loan Agreement, dated
as of September 1, 1996, proposed to be entered into between the City and the
Company providing certain amendments to the Agreement (such documents being
hereinafter collectively referred to as the "Supplemental Documents") .
0043S7
Page 2 -- Resolution No. 52 - 1996
7. In connection with the execution and delivery of the Supplemental
Documents, there has been submitted to the City a document entitled Letter of
Representations and Indemnifications, to be dated on or about September 3, 1996,
proposed to be entered into among the City, the Company, Miller & Schroeder
Financial, Inc. as Remarketing Agent and National Bank of Canada (the "Bank") ,
providing for certain representations and indemnifications in connection with
the remarketing of the Bonds (the "Additional Document, " and together with the
Supplemental Documents, the "Documents") .
8. The City has been advised by the Company that all necessary consents to
the execution and delivery of the Supplemental Documents have been or will be
obtained as required by the Indenture.
9. Copies of the proposed Documents have been placed on file in the office
of the City Clerk.
10. The authorization herein for the City's execution and delivery of the
Documents is contingent on satisfaction of such conditions as Briggs and Morgan,
as special counsel to the City, shall specify in writing to legal counsel to the
Bank and/or the Remarketing Agent (as such terms are defined in the Indenture) .
11. The Bonds are and shall remain 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, shalt not constitute or give rise to
any pecuniary liability of the City, any 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.
12. The City Council of the City hereby authorizes the Mayor and the officers
of the City, in their discretion and at such time, if any, as they deem
appropriate, to execute and deliver the Documents. All of the provisions of the
Documents, 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 Documents shall be substantially in the form on file
in the office of the City Clerk with such necessary and appropriate variations,
omissions and insertions as the Mayor and officers of the City executing the
same shall approve, as evidenced by such execution thereof.
13. No covenant, stipulation, obligation or agreement herein contained or
contained in the Documents 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.
14. In case any one or more of the provisions of this resolution or the
Documents shall for any reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other such provision, but this resolution and
the Documents shall be construed as if such illegal or invalid provision had not
been contained therein.
•
tj
Page 3 -- Resolution No. 52 - 1996
15. 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 them by or in connection with this resolution and the Documents for the full,
punctual and complete performance of all the covenants and agreements of the
City contained therein, including without limitation the execution and delivery
of all supplementary certificates and documents necessary or advisable in
connection with the execution of the Documents.
16. Except for modifications contemplated by the Supplemental Documents, this
resolution does not supersede, nullify or modify the Bond Resolution, which has
remained in full force and effect since its adoption and which is hereby
reaffirmed, but this resolution shall be construed as supplementary thereto in
respect of the express authorization herein for the execution and delivery by
the City of the Documents.
17. The Remarketing Agent has advised the City of its intention to distribute
the Remarketing Statement prepared for the Bonds in connection with the
remarketing of the Bonds. The City has not reviewed or participated in the
preparation of the Remarketing Statement, has not been requested and does not
intend to, and assumes no responsibility for the accuracy, sufficiency or
completeness thereof, or otherwise.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 12TH DAY OF
AUGUST, 1996.
0\1
WILLIAM J. N - MAYOR
ATTEST:
-/t Aa.w�vl It
WILLIAM A. CHAMPA - CIT/CLERK
2