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94-8138r95 RESOLIITION N0. 8138 AUTHORIZING THE ISSIIANCE AND SALE OF COIrIIrSERCIAL DEVELOPMENT REVENffE REFUNDING BONDS (RICHFIELD SHOPPES DEVELOPERS PROJECT), SERIES 1994, THE EXECUTION OF RELATED DOCUMENTS AND THE PERFORMANCE OF RELATED ACTIONS BE IT RESOLVED by the City Council of the City of Richfield, Minnesota (the "City"), as follows: Section 1. Authorization and Recitals. 1.01 General Authority. Pursuant to Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"), the City is authorized to issue revenue bonds to pay the costs of projects authorized by the Act and to refund bonds previously issued for such purposes. The City has heretofore issued its Commercial Development Revenue Bond (Richfield Shoppes Developers Project) (the "Refunded Bond") to finance the acquisition and renovation of a shopping center facility in the City (the "Project") by Richfield Shoppes Developers, a Minnesota general partnership (the "Borrower"). 1.02 Proposed Financing. The Borrower has requested the City to issue and sell its Commercial Development Revenue Refunding Bonds (Richfield Shoppes Developers Project), Series 1994, in an aggregate principal amount of $3,835,000 to refund the Refunded Bond. The Bonds are proposed to be issued pursuant to a Trust Agreement dated as of April 1, 1994 (the "Trust Agreement"), between the City, the Borrower and First Trust. National Association, as trustee (the "Trustee"). Sale proceeds of the Bonds are proposed to be loaned to the Borrower pursuant to a Loan Agreement dated as of April 1, 1994 (the "Loan Agreement"), between the City and the Borrower, in order to prvide a portion of the funds necessary to refund the Refunded Bond. The Loan Agreement will provide for payments from the Borrower sufficient to timely pay when due all principal of and interest on the Bonds . The Bonds are proposed to be secured by an assignment.to the Trustee of all rights of the City in the Loan Agreement (with certain exceptions) and will be secured (on a parity with certain Certificates of Participation to be executed and delivered under the Trust Agreement) by a mortgage lien on and security interest in the Project pursuant to a Combination Mortgage and Security Agreement and Fixture Financing Statement (the "Mortgage") and an assignment of leases and rents of the Project granted pursuant to an Assignment of Rents and Leases (the "Lease Assignment"), each from the Borrower to the Trustee, and by Guaranty Agreements (the "Guaranty Agreements") from James W. Lupient, a general partner in the Borrower (the "Guarantor") to the Trustee. Resolution No. 8138 Miller & Schroeder Financial, Inc. (the "Underwriter") proposes to act as the underwriter to purchase all Bonds. The Bonds will be offered and sold pursuant to an Official Statement (the "Official Statement"). 1.03 Documentation. Forms of the following have been prepared and submitted to this Council and are hereby directed to be filed: (a) the Trust Agreement; (b) the Loan Agreement; (c) a form of Bond (set forth in the Trust Agreement); (d) the Mortgage; (e) the Lease Assignment; and (g) the Guaranty Agreements. Section 2 . Findincts and Approval of Documents . Based on the foregoing, the City Council hereby determines that issuance of the Bonds furthers the purposes of the Act and approval of the Bonds and the transactions herein contemplated are in the public interest of the City. The forms of each document listed in Section 1.03 are hereby approved. Section 3. Official Statement. The City Council has been presented with the form of the Official Statement and consents to the use of the Official Statement in substantially the form presented. The City has not reviewed or participated in the preparation of the Official Statement, has made no .independent investigation with respect to the information contained therein and assumes no responsibility for the accuracy or completeness of such information. Section 4. The Bonds• Terms Sale and Execution. 4.01 Authorization: Price. The City hereby authorizes the issuance of the Bonds in the aggregate principal amount of $3,835,000, bearing;'the interest rates set forth in the Trust Agreement, .and authorizes and approves the sale thereof to the Underwriter at a price of 100% of the par amount thereof. The Borrower shall pay the fees and expenses of the Underwriter and all other costs of issuance of the Bonds, as set forth in the Loan Agreement. -2- Resolution No. 8138 4.02 Terms. All terms of the Bonds, including their interest rates, dates, maturity, place and medium of payment, registration privileges, redemption terms, manner of execution, form and other terms, covenants and .conditions, shall be as provided in the Trust Agreement, which is hereby incorporated in its entirety herein and shall constitute a part of this Resolution. 4.03 Execution. The Mayor and City Manager are. hereby authorized and directed to execute the Bonds and the other documents. referred to above, to the extent the City is a party thereto and the signatures. of such persons are called for, and to deliver them to tyre Trustee, together with the other documents, certificates,. consents or instruments required of the City in the Trust Agreement or as may be appropriate to effect the transactions herein contemplated, but only upon satisfaction of the conditions precedent to issuance of the Bonds set forth in the Trust Agreement. Copies of all the foregoing documents, certificates, consents or instruments shall be delivered; filed and recorded as provided therein. 4.04 Modifications: Absence of Officers. The approval hereby given to the execution and delivery of various items referred to in Section 4.03, including the Bonds, includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Faegre & Benson as Bond Counsel prior to the execution and delivery of the same. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of any officer or employee of the City, any of the documents authorized by this Resolution to be executed by such person may be executed by any other person who is otherwise permitted by law to execute such documents on behalf of the City. Section 5. Authentication of Proceedings. The Mayor, City Manager and other officers of the City are authorized and directed to furnish to the Underwriter and Bond Counsel, certified copies of all proceedings and records ~i the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody or control or as otherwise known to them.; and all such certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 6. Limitations of the City's Obligations. The Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be -3- Resolution No. 8138 payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no holder of the Bonds shal'_ ever have the right to compel any exercise of the .taxing power of the City.to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City, other than those rights .and interests of the City pledged therefor under the Trust Agreement, and the interests of the Trustee under the Mortgage, the Lease Assignment and~the Guaranty Agreements. The agreement of the City to perform the covenants and other provisions contained in this~Resolution or the Bonds, the Loan Agreement or the Trust Agreement shall be subject at all times to the availability of revenues furnished by or on behalf of the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. Section 7. Effective Date. This Resolution shall become effective as of the date and time of its adoption. Adopted: April 25, 199a. ~. ~ ~ /7 Approved: Attest : ~ ,D .. ~~-~~ Thomas P. Ferber, City Clerk -~-