92-7856R8
RESOLUTION
of the
CITY OF RICHFIELD
RESOLUTION NO. 7356
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RICHFIELD, MINNESOTA (THE "ISSUER")AUTHORIZING
THE ISSUANCE, SALE AND DELIVERY OF;THE ISSUER'S
COMMERCIAL DEVELOPMENT REFUNDING REVENUE
BONDS (RICHFIELD STATE AGENCY, INC. PROJECT)
SERIES 1992 (THE "BONDS") , WHICH BONDS AND THE
INTEREST AND ANY PREMIUM THEREON SHALL BE
PAYABLE SOLELY FROM REVENUES PLEDGED THERETO;
APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A TRUST INDENTURE
AND A LOAN AGREEMENT; APPROVING THE FORM OF
AND AUTHORIZING THE EXECUTION AND DELIVERY OF
THE BONDS; PROVIDING FOR THE SECURITY, RIGHTS
AND REMEDIES OF THE OWNERS OF SAID BONDS; and
AUTHORIZING EXECUTION OF AN AMENDMENT TO
INDENTURE OF TRUST RELATING TO CERTAIN PRIOR
BONDS
WHEREAS, the City of Richfield, Minnesota (the "Issuer") is a home rule city
duly organized and existing under the Constitution and laws of the State of
Minnesota; and
WHEREAS, pursuant to the Constitution and laws of the State of Minnesota,
particularly Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the
"Act") , the Issuer is authorized to carry out the public purposes described therein
and contemplated thereby by issuing its revenue bonds to finance the cost of the
acquisition, renovation, construction, improving and equipping of certain revenue
producing facilities to be located within its corporate boundaries, and is authorized
to enter into revenue agreements -made in connection therewith and pledge those
agreements as security for the payment of the principal of and interest on any such
revenue bonds; and
WHEREAS, the Issuer has previously issued its ~3, 700, 000 Commercial
Development Revenue Bonds (Richfield State Agency, Inc. Project) (the "Prior
Bonds") under and pursuant to the terms of an Indenture of Trust, dated as of
May 1, 1983 (the "1983 Indenture") , between the Issuer and Norwest Bank
Minnesota, N . A . , as successor to F&M Marquette National Bank, as trustee (the
"1983 Trustee") ; and
WHEREAS, the Issuer loaned the proceeds of the Prior Bonds to Richfield State
Agency, Inc . , a Minnesota corporation (the "Company") for the purpose of
acquiring, constructing and equipping a commercial facility within the corporate
boundaries of the Issuer (the "Project") ; and
WHEREAS, the Company has requested the Issuer to issue its Commercial
Development Refunding Revenue Bonds (Richfield State Agency, Inc. Project) Series
1992 in an aggregate principal amount of not to exceed X2,165,000 (the "Bonds") to
provide for the funding of a loan (the "Loan") to the Company for the purpose of
refunding and redeeming the Prior Bonds in accordance with their terms; and
Resolution No. 7856
WHEREAS, the Loan will be
(the "Loan Agreement") to be ente
WHEREAS, the Issuer
Prior Bonds under the Act
resolution;
WHEREAS, the Bonds will
"Indenture") to be entered into bE
(the "Trustee") , and are secured 1
with respect to the Project frog
Documents") and a pledge and
accordance with the terms of the In
Bonds shall be payable solely froc
shall not constitute a debt of the I:
statutory limitation or constitute oz
a charge against its general cred
charge, lien, or encumbrance, leg
other than the Issuer's interest in
WHEREAS, it is necessary
facilitate the refunding transacts
permits amendments to its terms .
NOW, THEREFORE, BE IT R
OF RICHFIELD, MINNESOTA, AS
le pursuant to the terms of a Loan Agreement
into between the Issuer and the Company; and
es to finance the refunding and redemption of the
issuance of the Bonds of the Issuer under this
be issued under an Indenture of Trust (the
tween the Issuer and the trustee named therein
y a mortgage and assignment of leases and rents
the Company to the Trustee (the "Security
assignment of certain other revenues, all in
lenture, and said Bonds and the interest on said
the revenues pledged therefor and the Bonds
suer within the meaning of any. constitutional or
give rise to a pecuniary liability of the Issuer or
t or taxing powers and shall not constitute a
1 or equitable, upon any property of the Issuer
the Project; and
~ amend the terms of the 1983 Indenture to
contemplated hereby, and the 1983 Indenture•
VED BY THE CITY COUNCIL OF THE CITY
ows
1. The Issuer acknowledlges, finds, determines, and declares that the
refunding and redemption of the Prior Bonds, the proceeds of which were used to
construct the Project, furthers the purposes of the Act, including the promotion of
industry and commerce through governmental action for the purpose of preventing
the emergence of blighted and marginal lands .
2. For the purposes set forth above, there is hereby authorized the
issuance, sale and delivery of the Bonds in a principal amount of not to exceed
$2,165,000. The Bonds shall be numbered, shall be dated, shall bear interest, shall
mature, shall be subject to redemption prior to maturity, shall be in such form, and
shall have such other details and provisions as are prescribed in the Indenture in
the form now on file with the Issuer.
3. The Bonds shall be special obligations of the Issuer payable solely from
the revenues provided pursuant to the Loan Agreement and other funds and
revenues pledged pursuant to the I ~ denture. The City Council of the Issuer hereby
authorizes and directs the Mayor and the City Manager of the Issuer (together, the
"Officials") to execute and deliver t~~he Indenture by and between the Issuer and the
Trustee, and to deliver to said Trustee the Indenture, and hereby authorizes and
directs the execution of the Bondsl~ in accordance with the Indenture, and hereby
provides that the Indenture shall provide the terms and conditions, covenants,
rights, obligations, duties and agreements of the bondowners, the Issuer and the
Trustee as set forth therein.
All of the provisions of the Indenture, when executed as authorized herein,
shall be in full force and effect from the date of execution and delivery thereof . The
Indenture shall be substantially in the form on ~ file with the Issuer, with such
necessary and appropriate variations, omissions and insertions as do not materially
change the substance thereof, or I as the City Manager., in his discretion, shall
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Resolution No. 7856
determine, and the execution thereof by the City Manager shall be conclusive
evidence of such determination.
4. The Bonds shall be revenue obligations of the Issuer the proceeds of
which shall. be disbursed pursuant to the Indenture and the Loan Agreement, and
the principal, premium and interest on the Bonds shall be payable solely from the
proceeds of the Bonds, the Loan Agreement and amounts realized under the Security
Documents .
5. The Trustee is hereby appointed as Paying Agent and Bond Registrar
for the Bonds .
6. The Officials are hereby authorized to execute and deliver, on behalf
of the Issuer, such other documents as are necessary or appropriate in connection
with the issuance, sale, and delivery of the Bonds, including an arbitrage
certificate, and all other documents and certificates as shall be necessary and
appropriate in connection with the issuance, sale and delivery of the Bonds .
?. All covenants, stipulations, obligations and agreements of the Issuer
contained in this resolution and the aforementioned documents shall be deemed to be
the covenants, stipulations, obligations and agreements of the Issuer to the full
extent authorized or permitted by law, and all such covenants, stipulations,
obligations and agreements shall be binding upon the Issuer. Except as otherwise
provided in this resolution, all rights, powers and privileges conferred and duties
and liabilities imposed upon the Issuer by the provisions of this resolution or the
aforementioned documents shall be exercised or performed by such officers, board,
body or agency thereof as may be required or authorized by law to exercise such
powers and to perform such. duties .
No covenant, stipulation, obligation or agreement herein contained or
contained in the aforementioned documents shall be deemed to be a covenant,
stipulation, obligation or agreement of any member of the City Council of the Issuer,
or any officer, agent or employee of the Issuer in that person's individual capacity,
and neither the City Council of the Issuer nor any officer or employee executing the
Bonds shall be liable personally on the Bonds or be subject to any personal liability
or accountability by reason of the issuance thereof .
No provision, covenant or agreement contained in the aforementioned
documents, the Bonds or in any other document related to the Bonds, and no
obligation therein or herein imposed upon the Issuer or the breach thereof, shall
constitute or give rise to any pecuniary liability of the Issuer or any charge upon
its general credit or taxing powers. In making the agreements, provisions,
covenants and representations set forth in such documents, the Issuer has not
obligated itself to pay or remit any funds or revenues, other than funds and
revenues derived from the Loan Agreement which are to be applied to the payment
of the Bonds, as provided therein and in the Indenture.
8. The officials are hereby authorized and directed to execute and deliver
the Amendment to Indenture of Trust between the Issuer and the 1983 Trustee (the
"Amendment") . All of the provisions of the Amendment when executed and delivered
as authorized herein, shall be in full force and effect from the date of execution and
delivery thereof .
9. Except as herein otherwise expressly provided, nothing in this
resolution or in the aforementioned documents expressed or implied, is intended or
shall be construed to confer upon any person or firm or corporation, other than the
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Resolution No. 7856
Issuer or any owner of the Bonds is§ued under the provisions of this resolution, any
right, remedy or claim, legal or equitable, under and by reason of this resolution or
any provision hereof, this resolutiop, the aforementioned documents and all of their
provisions being intended to be anal being for the sole and exclusive benefit of the
Issuer and any owners from time tq time of the Bonds issued under. the provisions
of this resolution . I
10. In case any one or move of the provisions of this resolution, or of the
aforementioned documents, or of t~}e Bonds issued hereunder shall for any reason
be held to be illegal or invalid, suc l illegality or invalidity shall not affect any other
provision of this resolution, or of the aforementioned documents, or of the Bonds,
but this resolution, the aforementioned documents, and the Bonds shall be construed
and endorsed as if such. illegal or in~walid provision had not been contained therein.
11. The Bonds, when exec
they are issued pursuant to the Ac'
of the validity of the Bonds and the
acts , conditions and things require
to the adoption of this resolution, tc
of the aforementioned documents to 1
in the enactment of this resolution
precedent to the execution of the a
and have been performed as so req+
12. The officers of the Iss
employees of the Issuer are hereby
them by or in connection with this
the .Bonds for the full, punctual
covenants and agreements contains
and this resolution. In the event 1
unable to carry out the execution c
herein, any other member of the Cit.
in his capacity and undertake such e
force and effect, which executions +
If for any reason the City Manager c
documents referred to in this Resc
member of the City Council or the
such documents were executed and
Adopted: Marc-h 2~ 1992 by the
ited and delivered, shall contain a recital that
and such recital shall be conclusive evidence
regularity of the issuance thereof, and that all
i by the laws of the State of Minnesota relating
the issuance of the Bonds and to the execution
appen, exist and be performed precedent to and
and precedent to issuance of the Bonds and
orementioned documents have happened, exist
.iced by law .
ier, attorneys, engineers and other agents or
authorized to do all acts and things required of
resolution, the aforementioned documents, and
and complete performance of all fhe terms,
i in the Bonds, the aforementioned documents
hat for any reason the Mayor of the Issuer is
F any of the documents or other acts provided
Council of the Issuer shall be authorized to act
xecution or acts on behalf of the Issuer with full
r acts shall be valid and binding on the Issuer.
'the Issuer is unable to execute and deliver the
lution, such documents may be executed by a
;ity Clerk with the same force and effect as if
delivered by the City Manager of the Issuer.
City Council of the City of Richfield, Minnesota.
~~~' ~. °
yor
Attest:
_ ~
,1 ~ ~ ~,c~~ ~ ~ ,rzr~,.~; ,
City Clerk
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