85-7036R73
RESOLUTION NO. 7036
RESOLUTION APPROVING EXTENSION OF _
DISBURSEMENT DATE AND APPROVING
Ab1ENDMENTS TG THE INDENTURE AND LOAN
AGREEMENT IN CONNECTION WITH THE CITY'S
$5,900,000 VARIABLE RATE DEriAND PURCHASE
COi~iNiERCIAL DEVELOPMENT REVENUE BONDS,
SERIES 1984
(MARKET .PLAZA COiyIMERCIAL JOINT VENTURE PROJECT)
BE IT RESOLVED by the Council of the City of
Richfield, Minnesota, as follows:
WHEREAS, on December 27, 1984, the Council approved,
pursuant to Resolution No. 6981, the issuance by the City of
its $5,900,000 Variable Rate Demand Purchase Commercial Develop-
ment Revenue Bonds, Series 1984 (the "Bonds"), the proceeds of
which are to be used to finance an approximately 70,000 square
foot building and related improvements .including parking facili-
ties and equipment suitable for a retail shopping facility (the
"Project"). The Bonds were issued in accordance with a Bond
Purchase Agreement dated as of December 28, 1984 (the "Purchase
Agreement") between the City, Market Plaza Commercial Joint
Venture, a Minnesota joint venture partnership (the "Company")
and Cargill Export, Inc. (the "Bond Purchaser").
WHEREAS, pursuant to a Loan Agreement dated as of
December 1, 1984 between the City as Lender and the Company
as Borrower (the "Loan Agreement"), the City loaned the proceeds
of the Bonds to the Company to partially finance the cost of
the Project. The Basic Payments made by the Company under the
Loan Agreement are fixed so as to produce revenue sufficient to
pay the principal of, premium, if any, and interest on the Bonds
when due. The City assigned its rights to the Basic Payments
and certain. other rights under the Loan Agreement to First Trust
Company of Saint Paul, in St. Paul, Minnesota (the "Trustee") as
security for payment of the Bonds under an Indenture of Trust
dated as of December 1, 1984 (the "Indenture"}. To further secure
the payment of the Bonds and the interest thereon and of the pur-.
chase price of any Bonds required to be purchased under Section
2-18 of the Indenture, the City entered into a Remarketing Agree-
ment dated as of December 1, 1984 with Piper, Jaffray &,Hopwood,
Inc., the Trustee and the Company (the "Remarketing Agreement")
and entered into a Letter of Credit Reimbursement Agreement dated
as of December 1, 1984 (the "Reimbursement Agreement") with The
First National Bank of Saint Paul (the "Bank"), the Company and
the Trustee pursuant to which an Initial Credit (as defined in the
Indenture) was issued. The Council approved the Loan Agreement,
Indenture, Remarketing Agreement, Reimbursement Agreement, and
all other documents neces~ary to the transaction and directed
execution of the same.
WHEREAS, pursuan
Company has determined to
Replacement Credit (as de
by a financial institutio
to remarket the Bonds at
Replacement Credit will s
in the Indenture.
WHEREAS, in acco
ture, no disbursements ma
for a purpose other than
due on, or the purchase p
costs, until the Disburse.
3-1(7) of the Indenture m
unless extended in acoord
Pursuant to the Indenture
until such time as the Re
payment on the Bonds.
to the terms of the Indenture, the
replace the Initial Credit with a
fined in the Indenture) to be provided
or institutions to be determined and
fixed rate. Upon remarketing, the
cure payment on the Bonds as provided
dance with Section 5-4 of the Inden-
be made from the Construction Fund
he payments of principal or interest
ice of, the Bonds and certain issuance
ent Date, which, pursuant to Section
st occur on or prior to July 1, 1985
nce with the terms of that Section.
the Disbursement Date shall not occur
lacement Credit is in place to secure
WHEREAS, the Replacement Credit will not be in place
and the Bonds will not be remarketed prior to July 1, 1985,_ and
consequently it is necessary for-the Company to request that
the Disbursement Date be ~xtended to August 5, 1985.
WHEREAS, the Indenture and Loan Agreement each provide
for the amendment of the Indenture and Loan Agreement, respec-
tively, to facilitate the'~issuance of a Replacement Credit.
WHEREAS, Section''i3-1(7) of the Indenture provides that
the Disbursement Date may'', be extended by the City at the request
of the Company and the Bank if the City and Trustee have received
an opinion of Bond Counsel to the effect that such extension will
not adversely affect the tax-exempt status of the Bonds.
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Richfield, Minnesota, as follows:
1. Subject to the approval of the City Attorney, tY~e
amendments to the Indenture are approved substantially in the
form submitted and on file in the Office of the City Clerk.
2. Subject to the approval of the City Attorney, the
amendments to the Loan Agreement are approved substantially in
the form submitted and on',file in the Office of the City Clerk.
3. Pursuant to the Request for Extension executed by the
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Company and the Bank and on file in the Office of the City
Clerk, and subject to receipt of the opinion of Briggs and
Morgan, Professional Association, Bond Counsel, stating in
effect that the extension of the Disbursement Date from
July 1, 1985 to August 5, 1985 will not adversely affect
the tax-exempt status of the Bonds, the City hereby approves
the extension of the Disbursement Date from July 1, 1985 to
August 5, 1985. The Mayor and the City Manager of the City
are hereby authorized and directed to execute the Certificate
as to Extension of Disbursement Date in substantially the form
submitted and on file in the Office of the City Clerk.
Attest
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Thomas P. Ferber, City Clerk