85-7039RRESOLUTION N0. 7039
RESOLUTION RATIFYING JUNE 24, 198.5
ACTION OF THE CSTY COUNCIL IN CONNECTION
WITH EXTENSION OF DISBURSEMENT DATE AND
AMENDMENTS TO VARIOUS DOCUMENTS PERTAINING
TO THE CITY'S $5,900,000 VARIABLE RATE DEMAND
PURCHASE COMMERCIAL DEVELOPMENT REVENUE BONDS,
SERIES 1984 (MARKET PLAZA COMMERCIAL JOINT VENTURE
PROJECT) (the "BONDS") AND APPROVING FURTHER
AMEND.'KENTS TO DOCUMENTS AND OTHER MATTERS IN
CONNECTION WITH THE BONDS
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 b.y 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. T
Indenture, Remarketing Ag
all. other documents neces
execution of the same.
WHEREAS, pursuan
Company has determined to
Replacement Credit (as def
vided by Midwest Federal S
Minneapolis and to remarke
5, 1985. Upon remarketing
payment on the Bonds as pr
WHEREAS, pursuan
the City Council on June 2
the City approved various
Agreement to incorporate t
and the remarketing of the
Date, as defined in the Pr
1985.
Council approved the Loan Agreement,
ement, Reimbursement Agreement, and
ry to the transaction and directed
to the terms of the Indenture, the
eplace the Initial Credit with a
ned in the Indenture) now to be pro-
vings and Loan Association of
the Bonds at a fixed rate on August
the Replacement Credit will secure
vided in the Indenture.
to Resolution No. adopted by
1984 (the "Prior Amending Resolution")
mendments to the Indenture and Loan
e terms of the Replacement Credit
Bonds and extended the Disbursement
or Amending Resolution, to August 5,
WHEREAS, furtherlamendments have been made to the
Indenture and Loan Agreement since the date of adoption of the
Prior Amending Resolution ~~to facilitate the issuance of the
Replacement Credit and rem',arketing of the Bonds.
NOW, THEREFORE, !BE IT RESOLVED by the City Council of
the City of Richfield, Min'~nesota, as follows:
1. The approval of amendments to the Indenture as
referenced in the Prior Amending Resolution are hereby ratified
and, subject to the approval of the City Attorney, the additional
amendments to the Indenturie made since the date of the adoption
of the Prior Amending Resollution are approved substantially in
the form submitted and onlfile in the Office of the City Clerk.
2. The approval of
referenced in the Prior A
and, subject to the appro
amendments to the Loan Ag
adoption of the Prior Ame
tially in the form submit
City Clerk.
mendments to the Loan Agreement as
nding Resolution are hereby ratified
1 of the City Attorney, the additional
ement made since the date of the
ing Resolution are approved substan-
d and on file in the Office of the
3. The extension of the
1985 to August 5, 1985 and the
as to Extension of Disbursement
Amending Resolution are hereby
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Disbursement Date from July 1,
execution of the Certificate
Date as approved in the Prior
ratified.
4. The Mayor and City Manager are hereby authorized and
directed to execute the Indenture and Loan Agreement, as amended
and herein approved. Such approval includes approval of such
additional details therein as may be necessary and appropriate
and such modifications thereof, deletions therefrom and addi-
tions thereto as may be necessary and appropriate and approved
by the City Attorney prior to the execution 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 inability) of the offi-
cials authorized herein to execute any of the documents herein
referred to, the documents may be executed by any officer or
member of the City acting in their behalf.
At
(SEAL)
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