93-7975R23
RESOLUTION NO. 7975
CITY OF RICHFIELD, MINNESOTA
RESOLUTION AUTHORIZING THE EXECUTION ~ OF A
SUPPLIIVIII~TTAL INDENTURE OF TRUST IN CONNECTION
WITH VARIABLE RATE DEMAND PURCHASE COMMERCIAL
DEVELOPMENT REVENUE BONDS, SERIES 1984 (MARKET
PLAZA COMMERCIAL JOINT VENTURE PROJECT) .
WHEREAS, pursuant to the Minnesota Municipal Industrial Development Act,
the City of Richfield, Minnesota (the "City") has issued its $5, 900, 000 Variable Rate
Demand Purchase Commercial Development Revenue Bonds, Series 1984 (Market Plaza
Commercial Joint Venture Project) (the "Series 1984 Bonds") for the purpose of
financing the acquisition, construction and equipping of a retail shopping facility
and related improvements in the City (the "Project") ; and
WHEREAS, the Series 1984 Bonds were issued under an Indenture of Trust,
dated as of December 1, 1984, as amended on August 5, 1985 (the "Original
Indenture") , between the City and First Trust Company of Saint Paul, as trustee;
and
WHEREAS, the Series 1984 Bonds are secured by a letter of credit (the "Letter
of Credit") issued by Midwest Federal Savings and Loan Association of Minneapolis;
and
WHEREAS, First Trust National Association (the "Trustee") is the successor
of First Trust Company of Saint Paul and Midwest Savings Association ("Midwest")
is the successor of Midwest Federal Savings and Loan Association, and Resolution
Trust Corporation ("RTC") is the receiver for Midwest; and
WHEREAS, RTC is or will become the owner of the Series 1984 Bonds in
accordance with the terms of the Series 1984 Bonds as a result of certain defaults in
connection with the reimbursement agreement relating to the Letter of Credit; and
WHEREAS, RTC has agreed to sell the Series 1984 Bonds after cancellation of
the Letter of Credit, and upon modification of certain terms of the Series 1984
Bonds; and
WHEREAS, the Series 1984 Bonds will remain payable solely from the revenue
pledged therefor and the Series 1984 Bonds shall not constitute a debt of the City
within the meaning of any constitutional or statutory limitation nor give rise to a
pecuniary liability of the City or a charge against its general credit or assets and
shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any
property of the City; and .
WHEREAS, there has been submitted to the City a form of a Supplement No.
1 to Indenture of Trust to be made and entered into between the City and the
Trustee (the "Supplemental Indenture") ;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF RICHFIELD, MINNESOTA:
1. The Supplemental Inde ture in substantially the form submitted to the
City at this meeting, is hereby approved. The Supplemental Indenture is hereby
authorized and directed to be executed and delivered in the name and on behalf of
the City by its Mayor and City Manager; provided that delivery of the Supplemental
Indenture shall be conditioned upon!. receipt of the written consent of the holders of
the Series 1984~Bonds. Copies of ally the documents necessary for the consummation
of the transactions described herein and in the Supplemental Indenture shall be
delivered, filed and recorded as provided herein and in the Supplemental Indenture.
2. The form and terms of she Supplemental Indenture may be varied prior
to execution and delivery by the p ties thereto, provided that any such variance
shall not be, in the opinion of the City's legal counsel and the Mayor, materially
adverse to the interests of the City. The execution and delivery of the Supplemental
Indenture as provided above shall a conclusive evidence of the determination that
any such variance was not materiall adverse to the interests of the City.
3. The Mayor and City
deliver new Series 1984 Bonds in
which new Series 1984 Bonds sh
Supplemental Indenture .
are further authorized to execute and
for the outstanding Series 1984 Bonds
i such terms as are authorized by the
4. No covenant, stipulation, obligation or agreement herein contained or
contained in the Supplemental Indenture shall be deemed to be a covenant,
stipulation, obligation or agreement!of any member of the City, or any officer, agent
or employee of the City in that person's individual capacity, and neither the Members
of the City Council nor any officer or employee executing the Series 1984 Bonds or
the Supplemental Indenture shall be'',liable personally on the Series 1984 Bonds or the
Supplemental Indenture or be subject to any personal liability or accountability by
reason of the issuance thereof . ',
5. No provision, covena~
Indenture, the Series 1984 Bonds o~
Bonds, and no obligation therein ~
thereof, shall constitute or give ri
charge upon its general credit o~
provisions, covenants and represex
not obligated itself to pay or remit
revenues derived from the Project
are to be applied to the payment of
in the Indenture.
t or agreement contained in the Supplemental
in any other document related to the Series 1984
r herein imposed upon the City or the breach
e to any pecuniary liability of the City or any
taxing powers. In making the agreements,
rations set forth in such documents, the City has
any funds or revenues, other than funds and
it the proceeds of the Series 1984 Bonds which
:he Series 1984 Bonds, as provided therein and
6. This Resolution shall
effect immediately.
Adopted this 8th day of February 1993.
~~_
Martin J . Kirs ayor
Attest
Thomas P. Ferber, City Clerk
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