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87-7376R46 RESOLUTION N0. 7376 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (CORPORATE TRAVEL BUILDING PROJECT) SERIES 1987 A AND SERIES. 1987 B AND :THE EXECUTION OF NECESSARY DOCUMENTS BE ITS RESOLVED by the City Council of the City of Richfield., Minnesota (the "City"), as follows: Section 1. Authorization and Recitals. 1.01. General Authority. The City has previously issued pursuant to ,Minnesota Statutes Chapter 474, as amended (the "Prior Act"), its Commercial Development Revenue Bonds (Corporate Travel Building) Series A, dated as of .February 1, 1983 in the original principal amount of $3,900,000, of which $3,8.65,000 is currently outstanding (the "Prior Series A Bonds"), and its Commercial Development Revenue Bonds (Corporate Travel Building) Series 1987 B, dated as of December 1, 1982 in the original principal amount of $900,000, of which $890,000 is currently outstanding (the "Prior Series B Bonds"). Pursuant to Minnesota Statues, Sections 469.153 through 469.166 (the "Act") the City is authorized to issue its obligations to refund obligations issued under the Act or Prior Act. Proceeds of the Prior Series A Bonds and Prior Series B Bonds were used to finance the acquisition, construction and installation of a five-story commercial office building and adjacent parking facility (the "Project") located at 1401 West 76th Street, Richfield, Minnesota, of which Dacotah Properties Partnership, a Minnesota general partnership, is the current beneficial owner (the "Prior Company"). The Prior Company intends to convey the Project to Dacotah Properties - Richfield, a Minnesota general partnership (the "Company") which has the same partners as the Prior Company. 1.02. Pro osed Bonds. Representatives of the Company have proposed that t e CitT y, acting pursuant to the Act, issue and sell its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987 A in an aggregate principal amount not to exceed $3,865,000 (the "Series A Bonds") to redeem and prepay on February 1, 1988 all Prior Series A Bonds. It is also proposed that the City, acting pursuant to the Act, issue and sell its Commercial Development Revenue Refunding Bonds (Corporate Travel Building Project) Series 1987 B in an aggregate principal amount not to exceed $890,000 to redeem and prepay on December 1, 1987 all Prior Series B Bonds. Collectivel~+ B Bonds are referred to as t will be loaned for the fore Company, and the Company wil] to pay the principal and purc interest on the Bonds when respect of the Bonds the Cit~+ certain revenues .and payment the Loan Agreement (as herei hereinafter defined). Section 1.03. Prior Boni Bonds were issued pursuant tc February 1, 1983, between the as trustee (the "Series A I were issued pursuant to an December 1, 1982 between the as trustee (the "Series B redemption o~ the Series A l adopt a Supplemental Indentu in a manner which does not Bonds. To faciliate the retie proposed that the City adopt the Series B Indenture in a a holder of any Series B Bonds given calling all Series B ~ 1987 at a price equal to t accrued interest. Series A l on February 1, 1988 at a pric plus accrued interest, plug principal called early for re the Series A Bonds and the Series he "Bonds." Proceeds of the Bonds doing purposes by the Cfty to the agree to make payments sufficient base price of, premium, if any, and due. To secure payments due in will grant a security interest in to be received by the City- under zafter defined) to the Trustee (as s and Project Lease. The Series A an In enture o 'Trust, dated as of City and First. Trust Company, Inc. denture") and the Series B Bonds Indenture of Trust, dated as of City and First .Trust Company, Inc., Indenture"). To facilitate the onds it is proposed that the City -e to amend the Series A Indenture prejudice any holders of Series A mption of the Series A Bonds it is a Supplemental indenture to amend anner which would not prejudice the A notice of redemption has been ends for redemption on December 1, he principal amount thereof,.. plus. ponds will be called for redemption e equal to their principal amount, a premium equal to .28 of the demption. The City currently holds title to the Project as security. for the Series A Bonds .and leases the Project to the Prior. Company pursuant to Lease. ated as of February 1, 1982 (the "Lease"). The Prior Company has an .option to purchase the Project upon discharge of th Series A Bonds and the payment of One Dollar. 1.04. Documentation. Forms of the following documents relating to t e Project, the Bonds and redemption of the Prior Series A Bonds or Prior Series B Bonds have been prepared and submitted to this Council an~ are hereby directed to be filed in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement"), proposed to be dated December 1, 1987, and entered into between the City and the Company; (b) an Indenture of Trust (the "Indenture"), proposed.. to be dated December 1, 1987, and entered into between the City and First Trust Company, Inc. (the "Trustee")= -2- Resolution 7376 (c ) a form of Bond for each series; (d) an Escrow Agreement .(the "Escrow Agreement"), proposed to be dated December 1,-1987, and entered into among the City, the Trustee and the Prior Company; (e) a Supplemental Indenture relating to the Series A Bonds (the "Series A Supplemental. Indenture"), proposed to be dated December 1, 1987, and entered into between the City and the Trustee; (f) an Amendment of Lease (the "Lease Amendment"), proposed to be dated December 1, 1987, and entered into between the City and the Prior Company; (g), a Supplemental Indenture relating to the Series B Bonds (the "Series B Supplemental Indenture"), proposed to be dated December 1, 1987 and entered into between the City and the Trustee; (h) a Bond Purchase Agreement (the "Bond Purchase Agreement"), proposed to be dated December 1, 1987, and entered into among the City, the Company and Miller & Schroeder Financial, Inc. (the "Purchaser"); and ,... (i) a form of final Official Statement relating to the Bonds (the "Official Statement"). Section 1.05. Public Hearin On the date hereof, in accordance with Section o the Internal Revenue Code of 1986, as amended, the City Council has conducted a public hearing on the issuance of the Bonds, which public hearing was preceded by published notice thereof at least fourteen (14) days prior to the public hearing, in a newspaper circulating generally in the City and at the public hearing all parties were given an opportunity to express their views with respect to the proposed issuance of the Bonds and the Project. The City Council hereby ratifies and confirms the notice of the public hearing.. Section 2. Approval of Documents. The forms of the Loan Agreement, the Indenture, t e Escrow Agreement, the Series A Supplemental Indenture, the Lease Amendment, the Series B Supplemental Indenture, and the Bond Purchase Agreement (the "Issuer Documents") are hereby approved. The Mayor and City Manager are hereby directed upon the request of the Company to execute the Issuer Documents on behalf of the City. Copies of the Issuer Documents shall be delivered, filed and recorded as provided therein. The Mayor, City Manager and City Clerk-are also authorized and directed to execute such other instruments and certificates as may be required to give effect to the transactions herein or therein contemplated. -3- Section 3. Official Sta for sale by the ices t~ presented to this Council. distribution of the Official of such draft (duly complete herein authorized) to prosper City has not participated i Statement or the preliminary 16,.1987, has made no indepe the information contained th for the accuracy or complete use of such preliminary Offi~ Section 4. The Bonds; of Prior Bonds. 4.01. Authorization; Pr issuance of t e Bon s o eac amount above stated or so m' of Leonard, Street and Deena exempt status under the I: amended, fn the form and Indenture and this Resolutio to be sold to the Purchase: contained in the Indenture the Bond Purchase Agreement. 4.02. Terms. All te= interest rates, series, dat registration procedures, zed form and other terms, cove provided in the Indenture, entirety herein and shall co provided that the initial determined by the Company an initial rate of 9$ per annum 4.03. Execution. The M authorized an erected, t+ herein and in the Indenture together with a certified c documents required in 1 certificates, documents and effect the transactions h~ satisfaction of the conditi forth in the Indenture or Purchaser's obligations to ~ Bond Purchase Agreement. 4.04. Redem tion of Pr Discharge. ~Fe ca or ~ tement. The Bonds will be offered tement, a draft of which has been The City hereby consents to the Statement in substantially the form to reflect the terms of the Bonds true purchasers of the Bonds. The i the preparation of the Official. Official Statement dated November dent investigation with respect to :rein and assumes .no responsibility ess of such information. The prior ial Statement is hereby ratified. Sale and Execution ce. The City hereby authorizes the ~ series in the aggregate principal ch thereof as shall in the opinion d as Bond Counsel, qualify for tax ternal Revenue Code of 1986, as upon the terms set forth in the ~. The Bonds are hereby authorized at the price and .upon the terms nd in accordance with the terms of ns of the Bonds, including their -s, manner and medium of payment, ~mption dates, manner of~execution, ants and conditions, shall be as rich is hereby incorporated in its stitute a part of this Resolution, interest on the Bonds shall be 'Purchaser and shall not exceed an ~yor and the City Manager are hereby execute the Bonds as prescribed end to deliver them to the Trustee, opy of this Resolution, the other he Indenture, and such other instruments as may be appropriate to rein contemplated, but only upon ms precedent to such issuance set the conditions precedent to the urchase the Bonds set forth in the and Conve ance of Pro'ect o to Seres ns i -4- Resolution 7376 hereby ratified and confirmed. The Mayor and the City Manager,. singly or in combination, are :'hereby directed upon .due exercise °of the Prior Company's option to purchase the Project to convey -the same to the Prior• Company. by Quit Claim Deed. Upon. execution of the Escrow Agreement the Mayor and City Manager are directed to execute such certificates and instruments as may be 'necessary to terminate the interest of the City in the Project to be terminated and to discharge the lien of the Series B Indenture. 4.05. Modifications, Absence of Officers. The approval hereby given o t e various ocuments re erred to above, .including the Bonds, includes an approval of such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Bond Counsel and the City Manager prior to the execution and delivery of the documents. 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 8ocuments authorized by this Resolution to be executed by such person may be executed by any other person who is approved by the. City Attorney or who is otherwise permitted by law to execute such documents.. Section 5. Authentication of Proceedin s. The Mayor, City Manager, City C er an of er o icers of the City are authorized and directed to furnish to the Purchaser and Bond Counsel certified copies of all proceedings and records of the City relating to the Bonds and matters authorized herein, 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 officer's custody and control or as otherwise known to them; and all such .certified copies, 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 Cit 's Obli ations. Notwith- standing anything containe in t e Issuer Documents or the Bonds, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no holder of the Bonds shall 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 under the Loan Agreement which have been pledged to the payment thereof. The agreement of the City to perform the -5- the Issuer Documents .shall availability of revenues fur pay all costs of such perf~ and the City shall not be s liability thereon. Passed by the City Council of the C` November, 1987. be subject at all times to the fished by the Company sufficient to 'mance or the enforcement thereof, bject to any personal or pecuniary ~ of Richfield, Ntj ,/ Approved: ,,/ J'b hn ~~ i sota,~,~his .23rd day of ilton Mayor Attest : ~~~ ~ ,~~PJt./ j Thomas P. Ferber City Clerk ~ -6-