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82-3028 RESOLUTION 82-3028 RESOLUTION OF THE CITY OF HOPKINS PROVIDING FOR THE ISSUANCE AND MAKING OF A COMMERCIAL DEVELOPMENT REVENUE NOTE PURSUANT TO CHAPTER 474, MINNESOTA STATUTES, THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT, TO PROVIDE FUNDS TO BE RELOANED TO FLAGSHIP ASSOCIATES, A MINNESOTA PARTNERSHIP FOR A PROJECT AS DEFINED IN MINNESOTA STATUTES, SECTION 474.02, SUBDIVISION la. AND APPROVING COLLATERAL DOCUMENTS. RESOLVED, BY THE CITY COUNCIL OF THE CITY OF HOPKINS: 1. Statutory Powers. Pursuant to Chapter 474, Minnesota Statutes, as amended , ("Act"), the City of Hopkins ("City") is authorized to issue and sell its revenue bonds in anticipation of the collection of revenues for authorized projects, to finance in whole or in part, the cost of construction of authorized projects and to enter into such contracts and agreements which it may deem proper and feasible for or concerning the construction and financing of an authorized project. 2. Issuance of Commercial Development Revenue Note. The City shall issue and sell its Commercial Development Revenue Note (Flagship Associates Project) ("Note") substantially in the form on file in the office of the City Clerk, • pursuant to the Act and shall reloan the proceeds of the Note to Flagship Associates, a Minnesota general partnership (hereinafter referred to as "Borrower"), to pay the cost of construction and installation of an industrial warehouse and office building facility and of acquiring the real property described in Exhibit "A" attached hereto and made a part hereof (said improvements and real property are hereinafter referred to as the "Project"). 3. Purposes and Findings. The City Council hereby finds and states that: (a) The Project will promote, attract, encourage and develop econom- ically sound industry and commerce, will help to prevent the emergence of blighted and marginal lands and areas of chronic unemployment, will assist in preventing economic deterioration of the area, will further put to use available resources in the community including the existing investment of the community in education and public service facilities, will help stop the movement of talented, educated personnel of mature age to other areas, will result in an increase to the tax base of the City, County and School District in which the Project is located, and will further promote the purposes stated in Minn. Stat. §474.01. (b) The Commissioner of Energy, Planning and Development for the State of Minnesota has given approval to the Project by letter dated September 13, 1982 to the City. (c) Under the terms of the Note and the collateral documents described in Paragraph 4. below and as provided in Minnesota Statutes Section 474.10, the Note shall not be payable from nor charged upon any funds other than the sums payable by the Borrower pursuant to the Loan Agreement as hereinafter defined, which are pledged to the payment of the Note and the City is not subject to any -1- liability thereon. No holder or holders of the Note shall ever have the right to compel any exercise of the power of the City to pay the principal, interest and premium, if any, on the Note, nor to enforce payment thereof against any property • of the City. The Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The Note shall recite in substance that the Note, including interest thereon, is payable solely from the revenue of the Loan Agreement pledged to the payment thereof. The Note shall further recite that it shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Note shall further recite that it is issued for a project defined in Section 474.02, Subd. la of the Act. 4. Collateral Documents. The following proposed documents relative to th Note and the Project have been submitted to the City: (a) Loan Agreement between the City and Borrower in the form on file in the office of the City Clerk, whereby the City agrees to reloan the proceeds of the Note to the Borrower; (b) Mortgage and Security Agreement and Fixture Financing Statement in the form on file in the office of the City Clerk, whereby the Borrower grants to First National Bank of Hopkins ("Lender"), a mortgage lien on the property as security for the Note; (c) Assignment of Lease in the form on file in the office of the City • Clerk, whereby the Borrower assigns all of the rents and leases from all or any part of the project as additional security for the Note; (d) Construction Loan Agreement in the form on file in the office of the City Clerk between Borrower, City and Lender ("Construction Loan Agreement") wherein Lender agrees to make advances to Borrower pursuant to the terms and conditions set forth therein; (e) Construction Loan Disbursement Agreement in the form on file in the office of the City Clerk, between Borrower, City, ("Disbursing Agreement") Lender and Title Insurance Company of Minnesota which sets forth the terms of disbursing the proceeds of the Note during construction of the Project; (f) Assignment of Loan Agreement ("Assignment") in the form on file in the office of the City Clerk, whereby the City pledges and assigns its interest in the Loan Agreement to Lender together with UCC-1 Financing Statement ("Financing Statement"); all of which documents are sometimes referred to herein as the "Collateral Documents". • The form of the Note and the Collateral Documents are hereby approved. The City shall execute the Note, Loan Agreement, Construction Loan Agreement, Disbursing Agreement and Assignment, all of which shall be executed in the name of and on behalf of the City by the Mayor and City Manager and attested to by the City Clerk, but only upon execution thereof by the other parties thereto. The Note, Loan Agreement and Assignment shall be substantially in the form on file in -2- the office of the City Clerk, with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing same on behalf • of the City, which approval shall be conclusively evidenced by their execution thereof. Copies of the Note and the Collateral Documents shall be delivered and filed or recorded as may be required. Collateral Documents which do not require execution by the City may be revised as approved by the Borrower. 5. Assignment. The City shall assign and pledge its rights under the Loan Agreement to Lender pursuant to the Assignment, and does hereby consent to the reassignment of such rights to any subsequent holder of the Note; however, such assignment and consent shall not operate to limit or otherwise affect the City's rights under the following Sections of the Loan Agreement: Sections 3.4; 4.1; 4.4; 4.7; 5.4 and 6.8. 6. Execution of the Note. The City shall issue and make its Commercial Development Revenue Note (Flagship Associates Project) to be dated the date of delivery, in the principal amount of Eight Hundred Thousand and no/100 ($800,000.00) Dollars substantially in the form on file in the office of the City Clerk. The Note shall be executed by the Mayor and City Manager, and attested to by the City Clerk and the official seal of the City shall be affixed thereto. When executed, the Note shall be delivered to Lender, but only upon receipt of the signed legal opinion of Thompson, Nielsen, Klaverkamp & James, P.A., as to the validity and enforceability of the Note, Loan Agreement and Disbursing Agreement, and • that the City has no liability thereon and upon receipt of the original counterparts of all documents to which it is a party. The Note shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance. 7. Certified Copies. The Mayor, City Manager and City Clerk and other City officers are authorized and directed to prepare and furnish to Thompson, Nielsen, Klaverkamp & James, P.A. (bond counsel), Lender, Lender's counsel, Borrower, Borrower's counsel and any subsequent holder of the Note, certified copies of the City proceedings and records relative to the Project and the Note, and such affidavits or certificates as may be required to show the facts appearing from the City records, and all such certified copies, certificates and affidavits, including any previously furnished, shall constitute representations of the City as to the truth and accuracy of all statements contained therein. 8. Registration of Note. The City Clerk, as Note Register, shall provide for the registration of transfer or exchange of the Note. Principal and interest due on the Note shall be payable to the registered holder or registered assigns thereof. 9. City Representative. Robert F. Miller, Mayor, or William P. Craig, • the City Manager, or in the absence of either of them, J. Scott Renne, City Clerk, are appointed and designated as the representative on behalf of the City, to act on behalf of the City, and shall execute all documents as required or provided in the Loan Agreement. 11. No Litigation. No litigation of any nature has been commenced against the City by service of process upon the City regarding, restraining, or enjoining the issuance, sale and making of the Note, nor contesting the statutory -3- powers granted by Minnesota Statutes, Chapter 474, in connection with the issuance of the Note, nor regarding the organizational and boundaries of the City or the right of the City Councilmen or officers to their respective offices. To the • best of the City's knowledge, there is no action, suit, proceeding, or investigation at law or in equity before or by any court, public board or body pending or threatened against the City wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by or the validity of the Note, this Resolution, the Loan Agreement or Assignment. 12. Authority. The execution and delivery and performance of Loan Agreement, CLA, Disbursing Agreement and Assignment and the issuance of the Note do not violate any law, regulation, or agreement or any court order or judgment in any litigation to which the City is a party or by which it is bound, provided this finding is made solely for the purpose of estopping the City from denying the validity of the Note or any of the documents referred to in this paragraph by reason of any facts contrary to this finding. 13. No Conflict of Interest. To the best of the City's knowledge and belief, no council member of the City, and no other elected or appointed official who is authorized to take part in the entering into of the Loan Agreement, Construction Loan Agreement, Disbursing Agreement and Assignment or the issuance of the Note, is directly or indirectly interested therein, the Project, or any contract, agreement or job contemplated to be entered into or undertaken for • completion of the Project. 14. City Expense. All costs and expenses incurred by or on behalf of the City in connection with issuing and selling the Note shall be the sole obligation and responsibility of the Borrower, including but not limited to legal fees. SIGN TURE APPROVED: () jsa,,,,,C- r, A.. AYOR A.Qr1zLA�- , C .„'`�� CITY MANAGER ATTEST: • CITY CLERK -4- EXHIBIT A • That part of Lot 1, Block 2, South Hopkins Industrial Park, lying northerly of a line drawn easterly perpendicular to the west line of said Lot 1 from a point on said west line distant 314.55 feet northerly from the southwest corner of said Lot 1, except that part thereof embraced within Lot 1, Block 2, Napco Industrial Park, according to the plat thereof on file and of record in the Office of the Hennepin County Registrar of Titles. • •