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90-7669R30 RESOLUTION of the CITY OF RICHFIELD RESOLUTION NO. 7669 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 REVENUE REFUNDING BONDS (THE S do M COMPANY PROJECT - LYNDALE HARDWARE CO., LESSEE). SERIES 1990 (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, A LOAN AGREEMENT, AND A BOND PURCHASE AGREEMENT; APPROVING THE USE OF AN OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID 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 L,suer has previously issued its $1,500,000 Industrial Development Revenue Bonds (The S ac M Company Project -Lyndale Hardware Co., Lessee) Series 1980 (the "Prior Bonds"); and • WHEREAS, the Issuer loaned the proceeds of the Prior Bonds to The S do M Company, a Minnesota corporation (the "Company") for the prupose of acquiring, improving and expanding 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 Revenue Refunding Bonds (The S ac M Company Project - Lyndale Hardware Co., Lessee) Series 1990 in an aggregate principal amount of not to exceed $1,115,000 (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; and Resolution No. 7669 WHEREAS, the Loan will dated as of September 15, 1990 Company; and WHEREAS, the Issuer prc Prior Bonds under the Act by resolution; and WHEREAS, the Bonds wiI September 15, 1990 (the- "Indents Minneapolis (the "Trustee"), and certain revenues, all in accordanc the interest on said Bonds shall C and the Bonds shall not eonstitu constitutional or statutory limital of the Issuer or a charge agains constitute a charge, lien, or encu Issuer other than the Issuer's inter made pursuant to the terms of a Loan Agreement ie "Loan Agreement") between the Issuer and the to finance the refunding and redemption of the issuance of the Bonds of the Issuer under this be issued under a Trust Indenture dated as of e") between the Issuer and National City. Bank of ire to be secured by a pledge and assignment of with the terms of the Indenture, and said Bonds and .payable solely from the revenues pledged therefor a debt of the Issuer within the meaning of any m or constitute or give rise to a pecuniary liability its general credit or taxing powers and shall not brance, legal or equitable, upon any property of the .t in the Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA, AS (FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the- refunding and redemption of the Prior Bonds, the proceeds of which were used to acquire, improve and expand 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 $1,115,000. The Bonds shall be numbered, shall brie dated, shall bear interest, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such a other details and provisions as are prescribed in the Indenture in the form now on file with the Issuer. 3. The Bonds shall be spe revenues provided pursuant to the to the Indenture. The City Cout Mayor and the City Manager of t deliver the Indenture by .and betty Trustee the Indenture, and hereby accordance with the Indenture, a the terms and conditions, covenan bondowners, the Issuer and the Try All of the provisions of the be in full force and effect fron Indenture shall be substantially in and appropriate variations, orris: substance thereof, or as the City execution thereof by the Cit` determination. vial obligations of the Issuer payable solely from the Loan Agreement, and other funds pledged pursuant cal of the Lssuer hereby authorizes and directs the ie Issuer (together, the "Officials") to execute and en the Issuer and the Trustee, and to deliver to said authorizes and directs the execution of the Bonds in ~d hereby provides that the Indenture shall provide :s, rights, obligations, duties and agreements of the stee as set forth therein. denture, when executed as authorized herein, shall the date of execution and delivery thereof. The 1e form on file with the Issuer, with such necessary -ns and insertions as do not materially change the Zanager, in his discretion, shall determine, and the Manager shall be conclusive evidence of such 2 Resolution No. 7669 . 4. The Officials are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement by and among John G. Kinnard Sc Company, Inc. (the "Underwriter"), the Company and the Issuer (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement and the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer, with such omissions and insertions as do not materially change the substance thereof, or as the City Manager, in his discretion, shall determine, and the execution thereof by the City Manager shall be conclusive evidence of such determination. 5. 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 other sources of revenue specifically pledged therefor. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. 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. 8. The Issuer has not participated in the preparation of the Official Statement relating to the Bonds (the "Official Statement") and has made no independent investigation with respect to the information contained therein, including any appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution of the Official Statement by the Underwriter iri • connection with the sale of the Bonds. 9. The Issuer approves the form of the Combination Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of September 15, 1990, from the Company to the Trustee. 10. 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 Lssuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and 3 Resolution No. 7669 neither the City Council of the Is: shall be liable personally on the accountability by reason of the iss No provision, covenant c documents, the Bonds or in any o1 therein or herein imposed upon t give rise to any pecuniary liabilit or taxing powers. In making the a set forth in such .documents, the funds or revenues, other than fur which are to be applied to the p, Indenture. 11. Except as herein othe in the aforementioned documen construed to confer upon any pe any owner of the Bonds issued remedy or claim, legal or equiU provision hereof, this resolution provisions being intended to be Issuer and any owners from time this resolution. aer nor any officer or employee executing the Bonds Bonds or be subject to any personal liability or anee thereof. agreement contained in the aforementioned per document related to the Bonds, and no obligation ie Issuer or the breach thereof, shall constitute or r of the Issuer or any charge upon its general credit reements, provisions, covenants and representations Issuer has not obligated itself to pay or remit any ~s and revenues derived from the Loan Agreement yment of the Bonds, as provided therein and in the ise expressly provided, nothing in this resolution or expressed or implied, is intended or shall be in or firm or corporation, other than the Issuer or .der the provisions of this resolution, any right, .e, under and by reason of this resolution or any the aforementioned documents and all of their d being for the sole and exclusive. benefit of the ~ time of the Bonds issued under the provisions of 12. In case any one or more of the provisions of this resolution, or of the aforementioned documents, or of'ithe Bonds issued hereunder shall for any reason be held to be illegal or invalid, such 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 invalid provision had not been contained therein. 13. The Bonds, when exec are issued pursuant to the Act, ~ validity of the Bonds and the rE conditions and things required by adoption of this resolution, to tt aforementioned documents to haE enactment of this resolution, and the execution of the aforementic performed as so required by law. ited and delivered, shall contain a recital that they nd such recital shall be conclusive evidence of the ;ularity of the issuance thereof, and that all acts, the laws of the State of Minnesota relating to the issuance of the Bonds and to the execution of the >en, exist and be performed precedent to and in the precedent to issuance of the Bonds and precedent to ied documents have happened, exist and have been 14. The officers of the IIssuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason I, the Mayor of the Issuer is unable to carry out the execution of any of the document's or other acts provided herein, any other member of the City Council of the Lssuer shall be authorized to act. in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the City Manager of the Issuer is unable to execute and deliver the documents referred to in 4 Resolution No. 7669 this Resolution, such documents may be executed by a member of the City Council or the City Clerk with the same force and effect as if such documents were executed and delivered by the City Manager of the Issuer. 15. The Issuer hereby makes the election provided by Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended (relating to $10,000,000 small issue limitation) with respect to the Bonds. Passed by the City Council of the City of Richfield, Minnesota this 24th day of September, 1990. Attest: • ~ ~, Thomas P. Ferber, City Clerk 5