CR 95-131 PH Revenue Bonds Series
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July 17,1995 (I P K \ ~ Council Report 95-131
. PUBLIC HEARING REVENUE BONDS SERIES 1995
(BLAKE SCHOOL PROJECT)
Pro Dosed Action.
Staff recommends approval of a motion to approve the following resolutions.
o Resolution No. 95-58 to proceed with the issuance and sale of equipment lease revenue
notes (the Blake School Proiect) in the amount of $220,000 and authorize execution of
the necessary documents and agreements.
o Resolution No. 95-59, Equipment Lease Revenue Note Resolution.
With this action, the following agreements will be executed.
o Escrow and Disbursing Agreement.
o Assignment and Security Agreement.
o Lease/Purchase Agreement.
Overview.
Blake School is proposing to have the City, on their behalf, sell a revenue bond in the amount of
. $220,000. Proceeds from the sale of this bond will be used to finance the acquisition of school
buses and a telephone system for the applicant.
To facilitate the subject undertaking, a public hearing needs to be held by the City to approve the
proposed sale. The documents for this transaction were prepared by the law firm of Holmes &
Graven and reviewed by the City Attorney. Resolution No. 95-58 gives preliminary approval of
the financing following the public hearing. Resolution No. 95-59 incorporates all the terms of the
financing. With approval of the proposed resolutions, no additional action will be required by the
City Council concerning this matter. A representative of Kennedy & Graven will be present at the
meeting to discuss the proposed action.
Primary Issues to Consider.
o What is the purpose of this type of financing?
o Does this project meet the requirement of the City policy regarding taxable/tax exempt
financing?
o What are the implications to the City regarding this action?
SUDDortin2 Documents.
o Application form.
. 0 Resolu~i9n No. 95-58.
o Resolution No. 95-59.
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James D. Ke/ri~an,(Di~6;~or ~iPlanning and Economic Development
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Council Report 95-131
Page 2
e Primary Issues to Consider
0 What is the purpose of this type of financing?
Local units of government are authorized to issue tax exempt revenue bonds to facilitate
projects which it is felt would be beneficial to the community. To utilize this type of
financing tool, the applicant needs to meet very specific federal requirements. This bond
financing is, for the most part, available only for certain types of industrial or housing
projects.
Because the bonds proposed for use in the subject transaction are tax exempt, the interest
rate on the funds secured as a result of the sale is lower than would be available through
conventional financing. This helps to make the project more "financially feasible. II
In the past, the projects that have utilized this type of financing have involved expansions
or new construction. The proposed financing involves only purchase of vehicles and
equipment; however, the financing of such costs is allowable by state statute.
0 Does this project meet the requirement of the City policy regarding taxable/tax
exempt financing?
It The City of Hopkins adopted a policy regarding revenue bond financing in 1991. The
approval criteria within this policy, for the most part, relates to new construction projects
and does not address equipment purchases. The proposed sale is not inconsistent with any
of the policy requirements, except the section which details the minimum principal
amount of any tax exempt financing to be $250,000. The Staffis recommending approval
of the proposed action even though the bond issue would be below the minimum
threshold, based on the following reasons.
. The City will be reimbursed for administrative and legal costs.
. The City is protected from a liability standpoint.
. Less than a year ago the City completed financing for the Blake School
expansion in the amount of$5,750,000.
0 What are the implications to the City regarding this action?
In the past, the City has financed a number of projects with both taxable and tax exempt
revenue bonds. The purpose of this financing is to provide a below market interest rate to
make the project more financially feasible. Repayment of the bond is strictly from the
revenues generated by the project. The City is under no obligation, should there be a
default by the developer. In essence, the City is acting only as a facilitator to secure the
tax exemption on the bond.
. The applicant is required to pay an application fee to reimburse the City for administration
costs in conjunction with the issue. The applicant is also required to pay for all legal
costs.
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Council Report 95-131
Page 3
Alternatives
. The City Council has the following alternatives regarding this matter:
1. Approve the action as recommended by Staff
2. Continue the matter for further information.
3. Deny the request.
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. RESOLUTION 95-58
RESOLUTION TO PROCEED WITH THE ISSUANCE AND
SALE OF EQUIPMENT LEASE REVENUE NOTES (THE
BLAKE SCHOOL PROJECT), IN THE AMOUNT OF
$220,000
WHEREAS, the City of Hopkins (hereinafter referred to as the "Issuer"), is a body
corporate and politic and municipal corporation organized and existing under the laws and the
Constitution of the State of Minnesota (the "State"), and is authorized and empowered by
Minnesota Statutes, Sections 469.152 to 469.165, as amended hereinafter referred to as the
"Act"), to issue its obligations and use the proceeds from the sale of said obligations to finance a
"project'1 (as defined in the Act), and to secure such obligations by the pledge of all or any part of
the revenues of the project; and
WHEREAS, the Issuer has been requested by The Blake School (the "Borrower") to issue
its obligations to finance the acquisition of school buses and a telephone system (the "Project")
by the Borrower; and
WHEREAS, notice of a public hearing on a proposal to issue Equipment Lease Revenue
Notes (The Blake School Project) (the "Notes") in an amount not to exceed $250,000, has been
duly given in compliance with Section 147 of the Internal Revenue Code of 1986 and Section
tit 469.154, Subdivision 4 of the Act; and
WHEREAS, a public hearing has been held on the proposal to issue the Notes at the time
and place as specified in said notice and all objections or other comments relating to the issuance
of the Notes have been heard; and
WHEREAS, it is now been determined by the Borrower that the cost of the Project is
$220,000;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
HOPKINS, MINNESOTA, AS FOLLOWS:
Section I. That it is hereby determined that it is necessary and advisable that the Issuer
proceed with the issuance of Equipment Lease Revenue Notes (The Blake School Project), of the
Issuer in the amount of $220,000 as authorized and permitted by the Act to finance the Project to
that amount.
Section 2. That the staff of the City is hereby authorized and directed to do any and all
things deemed necessary in order to effect the accomplishment of the Project and the issuance
and the sale of the Notes, including submission of an application for approval of the Project to
the Minnesota Department of Trade and Economic Development.
. Section 3. That the publication of the notice of the public hearing on the issuance of the
Notes is hereby ratified, confirmed and approved.
D:\HPK 1 00100 1 \R ESISli PREll M DOC 1 PRELlM1NARY RESOLUTION
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. Section 4. That this Resolution shall become effective immediately upon its passage and
approval.
Passed and approved this 1st day of August, 1995.
Mayor
Attest:
City Clerk
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OIHPK]()o\OOllRESISGPRELlM DOC 2 PRELlMfNARY RESOLUTION
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EQUIPMENT LEASE REVENUE NOTE RESOLUTION 95-59
. CITY OF HOPKINS, MINNESOTA
August 1, 1995
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D.\HPK' 00\00' \RES\SGAllTHDOC AUTHORIZrNG RESOLUTION
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. T ABLE OF CONTENTS
PAGE
ARTICLE I
Definitions And Rules Of Interpretation
Section 1.01. Definitions 1
Section 1.02. Rules of Interpretation 4
ARTICLE II
The Notes
Section 2.01. Authorization of the Notes 5
Section 2.02. Details of Notes 5
Section 2.03. Form of Notes 5
Section 2.04. Delivery of Notes 11
Section 2.05. Execution of Notes; Status as Limited Special Obligations 11
Section 2.06. Registration of Notes II
ARTICLE III
Redemption Of Notes
. Section 3.01. Optional Redemption of Notes 12
Section 3.02. Notice of Redemption 13
Section 3.03. Notes Due and Payable on Redemption Date; Interest Ceases to Accrue 13
Section 3.04. Cancellation 13
ARTICLE IV
Revenues And Funds
Section 4.01. Application of Note Proceeds 13
Section 4.02. Program Fund 13
Section 4.03. The Note Fund 13
Section 4.04. Source of Payment of Notes 13
ARTICLE V
Default Provisions And Remedies
Section 5.01. Defaults; Events of Default 14
Section 5.02. Remedies; Rights of Note holders 14
Section 5.03. Appointment of Receivers 14
. ARTICLE VI
Covenants
Section 6.01. Payment of Principal and Interest 15
D-\Hf>K I OOlOU I\RESISGAUTHDOC i AUTHORIZING RESOLUTION
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. Section 6.02. Performance of Covenants: the Issuer 15
Section 6.03. Issuer Not To Adversely Affect Exempt Status OfInterest
On The Notes 15
Section 6.04. Supplements 15
ARTICLE VII
Miscellaneous
Section 7.0 l. Limitation of Rights 16
Section 7.02. Resolution a Contract 16
Section 7.03. Approval of Related Documents 16
Section 7.04. Severability 17
Section 7.05. Issuer's Obligations Limited 17
Section 7.06. Further Action 17
Section 7.07. Repeal of Conflicting Resolutions 17
Section 7.08. Applicable Provisions of Law 17
Section 7.09. Designation as Qualified Tax-Exempt Obligations 17
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D \IlPKIOO\OOI IRESISGAlJTH DOC 11 AUTHORIZING RESOLUTlON
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. NOTE RESOLUTION 95-59
RESOLUTION AUTHORIZING THE ISSUANCE, EXECUTION,
DELIVERY AND SALE OF EQUIPMENT LEASE REVENUE NOTES
(THE BLAKE SCHOOL PROJECT) IN THE AGGREGATE PRINCIPAL
AMOUNT OF $220,000, OF THE CITY OF HOPKINS, MINNESOTA, THE
EXECUTION AND DELIVERY OF A LEASEIPURCHASE AGREEMENT,
AND OTHER MATTERS RELATING THERETO.
WHEREAS, the City of Hopkins, Minnesota (hereinafter referred to as the "Issuer"), is a
municipal corporation organized and existing under the laws and the Constitution of the State of
Minnesota (the "State"), and is authorized and empowered by Minnesota Statutes, Sections
469.152 to 469.165, as amended (hereinafter referred to as the "Act"), to issue its obligations and
use the proceeds from the sale of said obligations to finance a "project" (as defined in the Act)
and to secure such obligations by the pledge of all or any part ofthe revenues of the project; and
WHEREAS, the Issuer has been requested by The Blake School (the ttBorrowertt) to issue
its obligations to finance the acquisition of school buses and a telephone system (the "Project")
by the Borrower; and
WHEREAS, in order to finance the Project the Issuer has determined to issue its
. Equipment Lease Revenue Notes (The Blake School Project) (the "Notes") pursuant to and
secured as provided by this Note Resolution (the "Note Resolution"; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF HOPKINS,
MINNESOTA, AS FOLLOWS:
ARTICLE I
Definitions And Rules Of Interpretation
Section 1.01. Definitions. The terms used in this Note Resolution and not otherwise
defined herein shall have the following meanings unless the context otherwise requires:
"Act" means the Municipal Industrial Development Act, Minnesota Statutes, Sections
469.152 to 469.165, as amended.
"Assigrunent Agreementtt means the Assignment and Security Agreement pursuant to
which the Issuer assigns its interest in the Lease/Purchase Agreement and the Revenues to the
initial Noteholder.
"Bond Counsel" means a law firm appointed by the Issuer and having a national
. reputation in the field of municipal law, whose opinions are generally accepted by purchasers of
municipal bonds.
D:IHPK 100\001 IRF.S'oSGAlJTHDOC 1 AUTHORIZING RESOLUTION
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. "Borrower" means The Blake School, a nonprofit corporation organized under the laws of
the State.
"Business Day" means a day of the year on which banks located in Minneapolis,
Minnesota are not required or authorized to remain closed and on which The New York Stock
Exchange is not closed.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations from time to time promulgated or proposed thereunder.
"Counsel" means an attorney or firm of attorneys duly admitted to practice law before the
highest court of any state.
"Eligible Investments" means any of the following which are at the time of investment
legal investments under the laws of the State for the moneys held hereunder which are proposed
to be invested therein:
(i) direct obligations of the United States of America or obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America;
. (ii) bonds, debentures, notes, participation certificates or other evidences of
indebtedness issued or guaranteed by any agency or corporation which has been or may
hereafter be created by or pursuant to an Act of Congress as an agency or instrumentality
of the United States.
(iii) Direct and general obligations of any state within the United States or any
political subdivision of the State, which is at the time of purchase rated in the AA or a
higher rating category as defined on the date hereof by S&P and Moody's, or in an
equivalent or higher rating category based on any subsequent redefinition.
(iv) Negotiable certificates of deposit issued by any national banking
association or by a bank or trust company organized under the laws of any state, or
interest-bearing time deposits with any such institution. or an obligation of the parent
corporation of any such institution, provided that the institution issuing the certificate of
deposit or accepting the time deposit or issuing the obligation has a combined capital and
surplus (or, with respect to the parent company, has stockholders' equity or capital and
retained earnings) of at least $50,000,000.
(v) Any repurchase agreement or similar financial transaction with a national
banking association or a bank or trust company organized under the laws of any state, or
with a government bond dealer reporting to, trading with and recognized as a primary
dealer by the Federal Reserve Bank of New York, which agreement is secured by a
. perfected security interest in anyone or more of the securities described in clauses (i)
through (iii), inclusive, which securities are held by an independent third party and which
have an aggregate market value at least equal to the amount invested.
D.\.IIPK I 00\00 I 'RES\SGAUTH DOC 2 AUTHORIZING RESOLUTlON
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. (vi) Money market funds which are fully invested in any of the securities
described in clauses (i) through (iii), inclusive, and (v).
"Escrow Agent" means Leasing Resources, Inc.
"Escrow Agreement" means the Escrow and Disbursing Agreement between the Issuer
and the Escrow Agent.
"Event of Default" means any occurrence or event specified in Section 5.01 hereof.
"Fiscal Year" means the Borrower's fiscal year.
"Funds" means the funds created by Article IV hereof.
"Interest Payment Date" means any date on which an installment of interest is payable on
the Notes.
"Issuer" means the City of Hopkins, Minnesota, a municipal corporation of the State of
Minnesota.
"Issuer Officer" means the Mayor, City Manager or Economic Development Director of
. the Issuer, and, when used with reference to an act or document, also means any other person
authorized by resolution of the Issuer to perform such act or sign such document.
"Lease/Purchase Agreement" means the Lease/Purchase Agreement between the Issuer
and the Borrower entered into under the provisions of this Note Resolution.
"Lease Payments" means the payments received by the Issuer from the Borrower pursuant
to the Lease/Purchase Agreement, whether as regular payments or as optional prepayments or
otherwise.
"Note Fund" means the Fund by that name created by Section 4.01 hereof.
"Noteholder" or "holder of Notes" or "owner of Notes" or "holder" means the registered
owner of any Note.
"Notes" means all the Equipment Lease Revenue Notes (The Blake School Project) of the
Issuer which are authorized to be issued pursuant to this Note Resolution.
"Opinion of Counsel" means an opinion in writing ofa Counsel, who may but need not be
counsel to the Issuer.
"Outstanding" or "Notes Outstanding" means all Notes that have been issued and
. delivered under this Note Resolution, except:
(a) Notes canceled after purchase in the open market or because of payment at
or redemption prior to maturity; and
D\IIPF;: I OO\OOr,RES\SGAUTHDOC ., AUTHORIZING RESOLUTION
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. (b) Notes in lieu of which other Notes have been authenticated under Sections
2.08 or 2.09 hereof.
"Program Fund" means the Fund by that name created by Section 4.01 hereof.
"Project" means the school buses and telephone equipment financed by the Issuer
pursuant to the Lease/Purchase Agreement with the Borrower for use on the campus of the
Borrower.
"Record Date" means, with respect to any Interest Payment Date, the day which is the
fifteenth day of the month prior to such Interest Payment Date.
"Revenues" means all income, revenues, issues, profits and other sums of money received
by the Issuer under the Lease/Purchase Agreement and pledged to the holders of the Notes under .
the Assignment Agreement.
"State" means the State of Minnesota.
Section 1.02. Rules ofInterpretation. For all purposes of this Note Resolution, except as
otherwise expressly provided or unless the context otherwise requires:
. (a) "This Note Resolution'! means this instrument as originally adopted and as
it may from time to time be supplemented or amended pursuant to the applicable
provisions hereof.
(b) All references in this instrument to designated "Articles'\ "Sections" and
other subdivisions are to the designated Articles, Sections and other subdivisions of this
resolution as originally adopted. The words "herein" , "hereof, "hereunder" and
"herewithl1 and other words of similar import refer to this Note Resolution as a whole and
not to any particular Article, Section or other subdivision.
(c) The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Note Resolution shall have the
meanings therein prescribed for them.
(t) Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
. (g) The headings used in this Note Resolution are for convenience of
reference only and shall not define or limit the provisions hereof.
D \Il PK 100\00 I \R E'S\SG AUTH. DOC 4 AUTHORIZING RESOLUTION
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. ARTICLE II
The Notes
Section 2.01. Authorization of the Notes. There are hereby authorized pursuant to this
Note Resolution a series of Notes to be known and designated as "City of Hopkins, Minnesota
Equipment Lease Revenue Notes (The Blake School Project)" (the "Notes"). The Notes shall be
issued in the aggregate principal amount of $220,000 and shall be executed, endorsed,
authenticated and delivered in accordance with this Note Resolution.
Section 2.02. Details of Notes. The Notes shall be dated the date of their issuance. The
Notes shall bear interest from their date payable semiannually on each February 1 and August 1
beginning on February 1, 1996.
The Notes shall bear interest at the rate of 6.593% per annum and shall mature in twenty
(20) semi-annual installments as set forth on Exhibit A attached hereto.
The Notes shall be issuable as one fully registered note without coupons in the
denomination of $220,000. Such Note shall be numbered R-l. The Notes shall be substantially
in the form hereinafter set forth, with such appropriate variations, omissions and insertions as are
. permitted or required by this Note Resolution and may have endorsed thereon such legends or
text as may be necessary or appropriate to conform to any applicable rules and regulations of any
governmental Issuer or any usage or requirement of law with respect thereto.
The principal of, premium, if any, and interest on the Notes shall be payable in any coin
or currency of the United States of America which on the respective dates of payment thereof is
legal tender for the payment of public and private debts. Principal of and premium, if any, and
interest on the Notes shall be paid by the Paying Agent on each Interest Payment Date to the
person appearing as the registered owner thereof as of the close of business on the Record Date
preceding the Interest Payment Date by check or draft mailed to such registered owner at his
address as it appears on the registration books maintained by the Paying Agent or at such other
address as is furnished in writing by such registered owner to the Paying Agent, regardless of the
cancellation of any such Note upon any exchange or transfer thereof subsequent to the Record
Date and prior to such Interest Payment Date.
Section 2.03. Form of Notes. The Notes to be issued hereunder shall be substantially in
the following form, with such variations, omissions and insertions as are permitted by this Note
Resolution:
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D:\HPK I 00\00 J \RES\SGAUnl. DOC S ^UTHORIZfNG RESOLUTION
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. (FORM OF NOTE)
No. $
UNITED STATES OF AMERICA
ST A TE OF MINNESOTA
CITY OF HOPKINS
EQUIPMENT LEASE REVENUE NOTE
(THE BLAKE SCHOOL PROJECT)
RATE NOTE DATE
6.593% August I, 1995
. REGISTERED HOLDER:
PRINCIPAL AMOUNT:
The City of Hopkins (the "Issuerll), a municipal corporation of the State of Minnesota (the
"State"), for value received, promises to pay, but only from the sources referred to herein, to the
registered holder set forth above, or registered assigns, the principal amount set forth above and
to pay interest on said sum, but only from the sources referred to herein, from the date hereof at
the rate set forth above. Principal of and interest on this Note shall be payable in twenty (20)
semi-annual installments of principal and interest beginning on the 1 st day of F ebroary, 1996 and
continuing on the 1st day of each August and February thereafter through August 1, 2005, as
further set forth on Exhibit A attached hereto, subject to the provisions hereof respecting
redemption before maturity. Principal of and interest on this Note are payable by check of the
Issuer mailed to the person in whose name this Note is registered at the close of business on the
day which is the last day of the month prior to the interest payment date (the "Record Date") on
the registration books of the Issuer at the address shown on the registration books or at such other
address as is furnished in writing by such registered owner to the Issuer. Each payment will be
made in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
. This Note is one of an authorized issue of Equipment Lease Revenue Notes (The Blake
School Project), in the aggregate principal amount of $220,000 (the "Notes"), issued for the
purpose of providing financing for the acquisition of school buses and a telephone system by The
Blake School (the "Borrower") pursuant to the terms of a certain Lease/Purchase Agreement
entered into between the Issuer and the Borrower (the "Lease/Purchase Agreement"). The Notes
O:IHPK IOOIUO I IRES\SGAU rHDOC 6 AUTHORIZING RESOLUTION
. are all issued under and are equally and ratably secured by and entitled to the protection of a
resolution (the "Note Resolution") duly adopted by the Issuer on August 1, 1995. To secure
performance of all covenants of the Issuer under the Note Resolution, the Issuer sells, assigns,
pledges and grants a security interest to the registered owner of this Note in all right, title and
interest of the Issuer in and to the Lease/Purchase Agreement, and all fees, income, revenues,
issues, profits and other sums of money payable thereunder (the "Revenues").
The Notes are issued under the provisions of; and in full compliance with, the
Constitution and the laws of the State, particularly the Municipal Industrial Development Act,
Minnesota Statutes, Section 469.152 to 469.165, as amended.
THE NOTES ARE LIMITED SPECIAL OBLIGA TrONS OF THE ISSUER. THE
PRINCIP AL OF AND PREMIUM, IF ANY, AND INTEREST ON THE NOTES IS PAYABLE
SOLEL Y FROM, AND SECURED BY A PLEDGE OF, THE REVENUES. THE NOTES AND
THE INTEREST THEREON DO NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY.
LIABILITY, GENERAL OBLIGA nON OR A PLEDGE OF THE FULL FAITH AND CREDIT
OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE
WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION.
NEITHER THE ISSUER, THE STATE, NOR ANY POLITICAL SUBDIVISION OF THE
STATE SHALL BE OSUGA TED TO PAY THE PRINeIP AL OF THE NOTES, THE
INTEREST THEREON OR OTHER COSTS INCIDENT THERETO EXCEPT FROM'THE
. REVENUES. NEITHER THE FULL FAITH, CREDIT AND TAXING POWER NOR THE
GENERAL FUNDS OF THE ISSUER OR THE STATE, ARE PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF THE NOTES OR THE INTEREST THEREON OR OTHER COSTS
INCIDENT THERETO.
The term "Business Day" shall mean a day of the year on which banks located in
Minneapolis, Minnesota are not required or authorized to remain closed and on which The New
Yark Stock Exchange is not closed.
The Notes are issued as one fully registered note without coupons in the denomination of
$220,000.
The Notes are subject to optional redemption at the election of the Issuer prior to maturity
on any interest payment date in whole but not in part at a redemption price equal to the amounts
designated as Purchase Option Price on Exhibit A attached hereto plus accrued interest on the
Notes to the redemption date.
In the event the Notes are called for redemption as aforesaid, notice thereof identifYing
the Notes to be redeemed will be given by the Issuer by mailing a copy of the redemption notice
by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the
registered owner of Notes, at his address as the same shall last appear upon the registration books
maintained by the Issuer. Upon the giving of notice, if sufficient funds available solely for
. redemption are on deposit with the Issuer, the Notes so called for redemption will cease to bear
interest after the specified redemption date.
D. I//PK 100\00 / IRESISGAUTHDOC 7 AUllmRIZING RESOLUTION
. This Note is transferable by the registered owner hereof on the books of the Issuer, in
person or by his attorney duly authorized in writing upon surrender of this Note for transfer at the
office of the Issuer. Upon such transfer, a new Note or Notes of authorized denomination, for the
same aggregate principal amount will be issued to the designated transferee or transferees.
The Issuer and any transfer agent, may deem and treat the registered owner hereof as the
absolute owner hereof (whether or not this Note shall be overdue) for the purpose of receiving
payment of, or on account of, principal hereof and premium, if any, and interest due hereon
(subject to the provisions of the Note Resolution and this Note regarding Record Dates) and for
all other purposes, and neither the Issuer or any transfer agent shall be affected by any notice to
the contrary.
The owner of this Note shall have no right to enforce the provisions of the Note
Resolution or to institute action to enforce the pledge, assignment or covenants made therein or
to take any action with respect to an event of default under the Note Resolution or to institute,
appear in or defend any suit, action or other proceeding at law or in equity with respect thereto,
except as provided in the Note Resolution.
To the extent permitted by, and as provided in, the Note Resolution, modifications or
amendments of the Note Resolution may be made with the consent of the owners of not less than
two-thirds in aggregate principal amount of the Notes then outstanding. The Note Resolution
. also contains provisions permitting the owners of certain percentages in aggregate principal
amount of the Notes at the time outstanding, as defined in the Note Resolution, on behalf of the
owners of all Notes, by written waiver, to waive certain past defaults under the Note Resolution.
The Note Resolution also contains provisions permitting the amendment thereof without the
consent of the Noteholders in limited circumstances involving changes to cure defects and
ambiguities, to confer additional benefits and pledge additional property and other instances set
forth in the Note Resolution.
Any term used in this Note as a defined term but not defined in this Note shall be as
defined in the Note Resolution.
Neither the members or the staff of the Issuer nor any person executing the Notes shall be
liable personally on the Notes or be subject to any personal liability or accountability by reason
of the issuance thereof.
The Issuer hereby certifies, recites and declares that all acts, conditions and things
required to exist, happen and be performed precedent to and in the execution and delivery of the
Note Resolution and issuance of this Note do exist, have happened and have been performed in
due time, form and manner as required by law, and that the issuance of this Note and the issue of
which it forms a part, together with all other obligations of the Issuer, does not exceed or violate
any constitutional or statutory limitation.
. This Note is issued with the intent that the laws of the State will govern its construction.
D\IIPKIOOlOOI\RES\SGAUTH DOC 8 AUTHORIZING RESOLUTION
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. IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by
its Mayor and its seal to be impressed or imprinted hereon and attested by its City Manager, as of
the day of ,1995.
[SEAL] CITY OF HOPKINS, MINNESOTA
Attest:
By
Mayor
City Manager
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Equipment Lease Revenue Note and does
hereby irrevocably constitute and appoint attorney in fact to transfer
the said Note on the books kept for registration of the within Note, with full power of
substitution in the premises.
. Dated:
(Signature of registered owner(s))
(Person(s) executing this Assignment sign(s) here)
SIGNATURE )
GUARANTEED )
IMPORTANT - READ CAREFULLY
The signature(s) to this Power must correspond with the name(s) as written upon the fact
of the certificate(s) or bond(s) in every particular without alteration or enlargement or any change
whatever. Signature guarantee should be made by a member or member organization of the New
York Stock Exchange, members of other Exchanges having signatures on file with transfer
agents or by a commercial bank or trust company.
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O:\HPK 1 onloo I \RES\SGAlJTlI.DOC 9 AUTHORIZING RESOLUTION
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. INFORMA nON REQUIRED FOR REGISTRATION OF TRANSFER
Name of Transferee(s)
Address ofTransferee(s)
Social Security or Tax
Identification Number of
Transferee( s)
Transferee is a(n):
Individual * Corporation
Partnership Trust
*If the certificate is to be registered in the names of multiple individual owners, the
names of all such owners and one address and social security number must be provided.
The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
. UNIF GIFT MIN ACT - '" ...... ..... ........ ..Custodian................... .....
(Cust) (Minors)
under Uniform Gifts to Minors
Act....... .................
(State)
EXHIBIT A
Schedule Of Payments
[Same as Exhibit A to Note Resolution]
.
D:\HPK 100100 IIRESISGAUTH.DOC 10 AUTHORIZrNG RESOLUTION
.
. Section 2.04. Delivery of Notes. Upon receipt of the purchase price for the Notes and
satisfaction of the conditions hereinafter in this Section 2.04 set forth, the Issuer shall execute
and deliver the Notes to the purchasers thereof
1. The Issuer shall have received an unqualified approving opinion of Bond
Counsel, that the Notes are legally issued and that interest on the Notes is excluded from
gross income for federal income tax purposes under existing statutes, regulations, rulings
and court decisions.
2. The Issuer and the Borrower shall have executed the LeaseIPurchase
Agreement.
3. The Issuer shall have received evidence of approval of the Project by the
Minnesota Department of Trade and Economic Development.
Section 2.05. Execution of Notes: Status as Limited Special Obligations. The Notes
shall be executed on behalf of the Issuer by its Mayor and shall have impressed or imprinted
thereon, by facsimile or otherwise, the official seal of the Issuer and shall be attested by the City
Manager. In case any officer of the Issuer whose signature shall appear on the Notes shall cease
to be such officer before the delivery of the Notes, such signature shall nevertheless be valid and
sufficient for all purposes, the same as ifhe had remained in office until delivery.
. THE NOTES ARE LIMITED SPECIAL OBLIGATIONS OF THE ISSUER. THE
PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE NOTES IS PAYABLE
SOLEL Y FROM, AND SECURED BY A PLEDGE OF, THE REVENUES. THE NOTES AND
THE INTEREST THEREON DO NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY
LIABILITY, GENERAL OBLIGA nON OR A PLEDGE OF THE FULL FAITH AND CREDIT
OR TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION
OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
LIMITATION. NEITHER THE ISSUER THE 8T ATE, NOR ANY POLITICAL
SUBDIVISION OF THE STATE SHALL BE OBUGA TED TO PAY THE PRINCIPAL OF
THE NOTES, THE INTEREST THEREON OR OTHER COSTS INCIDENT THERETO
EXCEPT FROM REVENUES. NEITHER THE FULL FAITH AND CREDIT NOR TAXING
POWER NOR THE GENERAL FUNDS OF THE ISSUER OR THE STATE IS PLEDGED TO
THE PAYMENT OF THE PRINCIPAL OF THE NOTES OR THE INTEREST THEREON OR
OTHER COSTS INCIDENT THERETO.
Section 2.06. Registration of Notes.
(a) Register. The City Clerk acting as registrar will keep a bond register providing
for the registration of ownership of Notes and the registration of transfers and exchanges of
Notes entitled to be registered, transferred or exchanged.
. (b) Transfer of Notes. Upon surrender for transfer of a Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, duly executed by the
registered owner thereof or by an attorney authorized by the registered owner in writing, the
Issuer will authenticate and deliver a new Note, in the name of the designated transferee or
D:\HPK 100\00 I \RES\SGA UTH. DOC II AUTHORIZrNG RESOLUTION
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. transferees. The Issuer may, however, close the books for registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until such interest payment
date.
(c) Cancellation. Notes surrendered upon any transfer wilt be promptly canceled and
disposed of by the Issuer.
(d) Improper or Unauthorized Transfer. When a Note is presented for transfer, the
Issuer may refuse to transfer the Note until the Issuer is satisfied that the endorsement on the
Note or separate instrument of transfer is valid and genuine and that the requested transfer is
legally authorized. The issuer will incur no liability for the refusal, in good faith, to make
transfers which it, in its judgment, deems improper or unauthorized.
(e) Persons Deemed Owners. The Issuer may treat the person in whose name a Note
is registered in the bond register as the absolute owner of the Note, whether the Note is overdue
or not, for the purpose of receiving payment of, or on account of, the principal of and interest on
the Note and for all purposes, and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon such Note to the extent
of the sum or sums so paid.
(f) Taxes, Fees and Charges. For a transfer of Bonds, the Issuer may impose a charge
. upon the owner thereof sufficient to reimburse the Issuer for any tax, fee or other governmental
charge required to be paid with respect to the transfer.
(g) Mutilated, Lost Stolen or Destroyed Notes. If a Note becomes mutilated or is
destroyed, stolen or lost, the Issuer will deliver a new Note of like amount, number, maturity date
and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu
of and in substitution for a Note destroyed, stolen or lost, upon the payment of the reasonable
expenses and charges of the Issuer in connection therewith; and, in the case of a Note destroyed,
stolen or lost, upon filing with the issuer of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Issuer of an
appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided
by law, naming the Issuer as obligee. Notes so surrendered to the Issuer will be canceled by the
Issuer. If the mutilated, destroyed, stolen or lost Note has already matured or been ,called for
redemption in accordance with its terms it is not necessary to issue a new Note prior to payment.
ARTICLE III
Redemption Of Notes
Section 3.01. Optional Redemption of Notes. The Notes shall be subject to redemption
at the option of the Issuer on any Interest Payment Date, in whole, from amounts received from
. the Borrower as the "Purchase Option Price" under the LeaselPurchase Agreement, at a
redemption price equal to the amount set forth on Exhibit A attached hereto, plus accrued interest
to the date of redemption.
D;\HPK IOO\OOI\RES\SGAUTHDOC 12 AUTHORIZING RESOLUTION
.
. Section 3.02. Notice of Redemption. In the case of every redemption, the Issuer shall
cause notice of such redemption to be given to the registered owner of any Notes designated for
redemption, at his address as the same shall last appear upon the registration books by mailing a
copy of the redemption notice by registered or certified mail at least thirty (30) days prior to the
redemption date.
Each notice of redemption shall specify the date fixed for redemption, the place or places
of payment, that payment will be made upon presentation and surrender of the Notes to be
redeemed, that interest, if any, accrued to the date fixed for redemption will be paid as specified
in said notice, and that on and after said date interest thereon will cease to accrue.
Section 3.03. Notes Due and Payable on Redemption Date: Interest Ceases to Accrue.
On the redemption date the principal amount of each Note to be redeemed, together with the
premium, if any, and accrued interest thereon to such date, shall become due and payable; and
from and after such date, notice having been given and moneys available solely for such.
redemption being on deposit with the Issuer in accordance with the provisions of this Article III,
then, notwithstanding that any Notes called for redemption shall not have been surrendered, no
further interest shall accrue on any of such Notes. From and after such date of redemption (such
notice having been given and moneys available solely for such redemption being on deposit with
the Issuer), the Notes to be redeemed shall not be deemed to be Outstanding hereunder, and the
Issuer shall be under no further liability in respect thereof.
. Section 3.04. Cancellation. All Notes which have been redeemed shall be canceled by
the Issuer.
ARTICLE IV
Revenues And Funds
Section 4.01. Application of Note Proceeds. There are hereby authorized, created and
established special funds of the Issuer to be known as the Note Fund and the Program Fund. The
net proceeds of the Notes shall be deposited in the Program Fund.
Section 4.02. Program Fund. The Program Fund shall be held by the Escrow Agent in
accordance with the Escrow Agreement. The Escrow Agent is hereby authorized and directed to
make disbursements for the costs of the Project in accordance with the Escrow Agreement.
Section 4.03. The Note Fund. The Note Fund shall be used solely for payment of the
principal and interest on the Notes. In accordance with the Assignment Agreement, all Revenues
shall be paid directly to the registered owner of the Note in payment of principal and interest on
the Notes.
. Section 4.04. Source of Payment of Notes. The Notes and all payments by the Issuer
hereunder are limited and special obligations of the Issuer and are payable solely out of Revenues
as authorized by the Constitution and laws of the State, including particularly the Act. The Notes
and the Issuer's other obligations hereunder are solely and exclusively limited special obligations
D:\HPK JOO\ODJ\RES\SGAUTH.OOC 13 AUTHORIZING RESOLUTION
..--
.
. of the Issuer and do not constitute or create an obligation. general or special, or debt or liability
of the State or any political subdivision of the State.
ARTICLE V
Default Provisions And Remedies
Section 5.01. Defaults: Events of Default. If any of the following events occurs, it is
hereby defined as and declared to be and to constitute an "Event of Default":
(a) Default in the payment of the interest on any Note when and as the same
shall have become due and payable.
(b) Default in the payment ofthe principal of or premirun, if any, on any Note
after the principal has become due, whether at maturity or upon call for redemption.
(c) Default in the performance or observance of any of the other covenants,
agreements or conditions on the part of the Issuer contained in this Note Resolution or in
the Notes and the failure to remedy the same for a period of thirty (30) days after written
notice, specifYing such failure and requesting that it be remedied, shall have been given to
. the Issuer; provided. however, if the failure stated in the notice cannot be corrected within
the applicable period, such failure shall not be a default as long as corrective action is
instituted within the applicable period and diligently pursued until the failure is corrected.
(d) A default under the Lease/Purchase Agreement.
Section 5.02. Remedies: Rights of Noteholders. Upon the occurrence of an Event of
Default, the Noteholders shall have the following rights and remedies:
(a) The Noteholders may pursue any available remedy at law or in equity or
by statute to enforce the payment of the principal of and interest on the Notes then
outstanding.
(b) The Noteholders may by action or suit in equity require the Issuer to
account as if it were the trustee of an express trust for the owners of the Notes and may
then take such action with respect to the Revenues as may be necessary or appropriate and
in the best interest of the Noteholders.
(c) The Noteholders may exerCIse any available remedy under the
Lease/Purchase Agreement.
. Section 5.03. Appointment of Receivers. Upon the occurrence of an Event of Default,
and upon the filing of a suit or other commencement of judicial proceedings to enforce any rights
of the Noteholders under this Note Resolution, the Noteholders shall be entitled, as a matter of
right, to the appointment of a receiver or receivers of the Revenues, and the issues, earnings,
D:\HPK 1 00\00 I \RES\SG AUTH.DOC 14 AUTHORIZING RESOLUTION
.
. income, products and profits thereof; pending such proceedings, with such powers as the court
making such appointment shall confer.
ARTICLE VI
Covenants
Section 6.01. Payment of Principal and Interest. The Issuer covenants that it will
promptly pay the principal of and interest on every Note issued under this Note Resolution at the
place, on the dates and in the manner provided herein and in the Notes according to the true
intent and meaning thereof, provided that the principal and interest are payable by the Issuer
solely from Revenues, and nothing in the Notes or this Note Resolution shall be considered as
assigning or pledging any other funds or assets of the Issuer.
Section 6.02. Performance of Covenants. The Issuer covenants that it will faithfully
perform at all times any and all covenants, undertakings, stipulations and provisions contained in
this Note Resolution, in any and every Note executed, authenticated and delivered hereunder and
in all of its proceedings pertaining hereto. The Issuer represents that it is a municipal corporation
and political subdivision of the State and that it is duly authorized to issue and deliver the Notes,
and to take any and all action on the part of the Issuer to consummate the transactions
. contemplated in this Note Resolution. The Issuer further represents that it is duly authorized
under the Constitution and laws of the State, including particularly the Act, to issue the Notes
authorized hereby; that all action on its part for the issuance of the Notes has been duly and
effectively taken, and that the Notes in the hands of the owners thereof are and will be valid and
enforceable obligations of the Issuer according to the terms thereof and hereof.
Section 6.03. Issuer Not To Adversely Affect Exempt Status Of Interest On The Notes.
The Issuer agrees that it will not knowingly take any affirmative action or omit to take any action,
which action or omission will adversely affect the exemption from federal income taxation of
interest paid on the Notes, and, in the event any such action or omission shall be brought to the
attention of the Issuer, it will, promptly upon having any such action or omission brought to its
attention, take such reasonable actions based upon advice of counsel as may rescind or otherwise
negate or cure such action or omission.
Section 6.04. Supplements. The Issuer may, without the consent of or notice to any of
the Noteholders, adopt a supplement to this Note Resolution for anyone or more of the following
purposes:
(a) To cure any ambiguity or formal defect or omission in this Note
Resolution; or
(b) To grant to or confer upon the Noteholders any additional benefits, rights,
. remedies, powers or authorities that may law fully be granted to or conferred upon the
Noteholders, or to make any change which is not to the material prejudice of the
Notehofders.
D. \HPK I 00\00 I \RES\SGAUTH. DOC ]S AUTHORIZING RESOLUTION
,
.
. Exclusive of supplements set forth above, and not otherwise, the owners of not less than
two-thirds in aggregate principal amount of Notes then Outstanding shall have the right, from
time to time, anything contained in this Note Resolution to the contrary notwithstanding, to
consent to and approve the adoption by the Issuer of such other resolutions supplemental hereto
as shall be deemed necessary and desirable for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions contained herein;
provided, however, that nothing in this Section contained shall permit, or be construed as
permitting without the consent of the owners of all then Outstanding Notes (a) an extension of
the maturity date of the principal of or the interest on any Note, or (b) a reduction in the principal
amount of any Note or the rate of interest thereon, or (c) a privilege or priority of any Note or
Notes over any other Note or Notes, or (d) a reduction in the aggregate principal amount of the
Notes required for consent to such supplement, or (e) the creation of any lien other than a lien
ratably securing all ofthe Notes at any time Outstanding hereunder.
ARTICLE VII
Miscellaneous
Section 7.01. Limitation of Rights. With the exception of rights herein expressly
conferred or as otherwise provided herein. nothing expressed or mentioned in or to be implied
. from this Note Resolution or the Notes is intended or shall be construed to give to any person or
company other than owners of the Notes, any legal or equitable right, remedy or claim under or
in respect to this Note Resolution or any covenants, conditions and provisions herein contained;
this Note Resolution and all of the covenants, conditions and provisions hereof being intended to
be and being for the sole and exclusive benefit of the owners of the Notes as herein provided.
Section 7.02. Resolution a Contract. The provisions of this Note Resolution shall
constitute a contract between the Issuer and the holder or holders of the Notes, and after the
issuance of the Notes no change, variation or alteration of any kind in the provisions of this Note
Resolution shall be made in any manner, except as provided in Section 6.04, until such time as
all the Notes and interest due thereon, shall have been satisfied and discharged as provided in this
Note Resolution.
Section 7.03. Approval of Related Documents. The Issuer hereby authorizes and
approves the Lease/Purchase Agreement, the Escrow Agreement and the Assignment Agreement
and authorizes and directs the Mayor and the City Manager to execute and deliver the
Lease/Purchase Agreement, the Escrow Agreement and the Assignment Agreement III
substantially the form presented to this meeting, with such changes therein as shall be approved
by the officers executing the foregoing, such approval to be conclusively evidenced by the
execution thereof. If for any reason the Mayor is unable to execute and deliver those documents
referred to in this resolution, any other member of the City Council of the Issuer may execute and
deliver such documents with the same force and effect as if such documents were executed by the
. Mayor. If for any reason the City Manager of the Issuer is unable to execute and deliver the
documents referred to in this Resolution, such documents may be executed and delivered by any
other officer of the Issuer or member of the City Council with the same force and effect if such
documents were executed and delivered by the City Manager of the Issuer.
D\llPK I 00100 I IR F.S\SGA LITH DOC 16 AUTHORIZING RESOLUTION
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0: ~
. Section 7.04. SeverabiIi tv. If any provision of this Note Resolution shall be held or
deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect
any other provision or provisions herein contained or render the same invalid, inoperative or
unenforceable to any extent whatever.
Section 7.05. Issuer's Obligations Limited. No recourse under or upon any obligation,
covenant or agreement contained in this Note Resolution or in any Note, or under any judgment
obtained against the Issuer, or by the enforcement of any assessment or by any legal or equitable
proceeding by virtue of any constitution or statute or otherwise or under any circumstances,
under or independent of this Note Resolution, shall be had against the Issuer except from the
Revenues as described herein.
Section 7.06. Further Action. The officers of the Issuer are hereby authorized to take
such further action as may be necessary to carry out the intent and purpose of this Note
Resolution.
Section 7.07. Repeal of Conflicting Resolutions. All other resolutions and orders, or
parts thereof; in conflict with the provisions of this Note Resolution are, to the extent of such
conflict, hereby repealed; and this Note Resolution shall be in effect from and after its adoption.
. Section 7.08. Applicable Provisions of Law. This Note Resolution shall be governed by
and construed in accordance with the laws of the State.
Section 7.09. Designation as Qualified Tax-Exempt Obligations. In order to qualifY the
Notes as '"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, the Issuer makes the following factual statements and representations:
(a) the Notes are "qualified SOl(c)(3) bonds" as defined in Section 145 of the
Code;
(b) the Issuer hereby designates the Notes as "qualified tax.;exemption
obligations" for purposes of Section 265(b )(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
any private activity bonds other than qualified 501(c)(3) bonds) which will be issued by
the Issuer (and all subordinate entities of the Issuer) during calendar year 1995 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the Issuer during
calendar year 1995 have been designated for purposes of Section 265(b)(3) of the Code.
.
D:I.HPK I 00\00 I IRESISGAUTH. DOC 17 AUTHORIZrNG RESOLUTION
"
..
-.
. Passed and approved this 1 st day of August, 1995.
Mayor
Attest:
City Clerk
.
.
D\/JPK IOO\OOI\RES\SGAUTHDOC ] 8 AUTHORIZING RESOLUTION
.. EXHIBIT A
,
The Blake School
1995 lease
. Equipment Cost" $220.000
Net Interest ~DS 7.08% . ,"" - ."
. -- . ... "
,. Purchase
Payment - - . ~ . .. . .
Payment Option.. _
Date Amount Interest Principal Price
-., ....... . " -
- ,---
_." 211/96 17,115.00 -. ~.. - . 214,219,08
7,635.19 9,479.81 .' .~
811/96 ~7f 115.00 j ,299.63 -... 9815.37 203.637.715
..... .',' .. ."
- "1'7,115.00 .' .. -,
211/97 6,952.20 10162.8 192,733.71
. . - .-. .." - '.. - .
8/1/97 17,115.00 6,592.46 10522.54 181.497.09
. --
.....a ..'.... . ." 10895.0'1 ,.-
2/1/981 17.115.~L 6.219.99 169,917.-!!
811/98 17,115.00 5,834.~ 11280.00 157,,~~
--211'/9; 17,115.00 5,435.03 11679.97 - {45,eBB. 79
811/9; 17.1f~~DO 5,021.59 ' . 133.017.30
12093.41
._, ".
~1'/OO 17,115.00 4.593.52 -12521.48 119,959.33
_.,.~1/00 1 ~, 115.00 ~1150.29 12964.71 .... 106,503.09
.
--'. "11,115.00 .... .. -. ......' 92,63e.43
2/1/01 3,691.38 13423.62
. 811/01 ... ", .~. 18,346.64
17,115.00 3,216.22 138Q8.78
2/1/02 _.n 14390.76 63,621.42
17.115.00 2,724.24
811/02 ,.- .. ~ . 48.446.~1
17,115.00 ~,214.85 14900.15 .
.4.'
1.~B7.42 ... .-
2/1/03 8,958.00 7270.58 40.966.50
8.958.06 ,.. -
8/1/03 1.~30.06 7527.94- 33,~~
2/1/04 8,958.00 '1,163.59 7794.41 25',314.35
.', -- -
8/1/04 8,958.00 887.89 8070.31 17.128.44
,.. ,'.- --
.. - .. .-
2/1105 8,958.00 602.03 8355.97 8!~~'
---sJ1105 . . .. . ..... -
8,958.00 306.2B 8851.72 1.00
-
1297.658.00 $77,658.00 -. $220,00((00 . -
.
P8Be 1
- - - .. ---- ----
.
. ASSIGNMENT AND SECURITY AGREEMENT
THIS ASSIGNMENT AND SECURITY AGREEMENT, made as of the _ day of
, 1995, by the City of Hopkins, a municipal corporation and body politic and
corporate organized under the laws of the State of Minnesota (the "Issuer") to FBS Investment
Services, Inc. (hereinafter the "Assignee").
WITNESSETH:
WHEREAS, The Blake School (the "Borrower") has made application to the Issuer for
financing for the acquisition ofthe "Project" (as that term is hereinafter defined); and
WHEREAS, the Issuer is issuing its Equipment Lease Revenue Notes (The Blake School
Project) (the "Notes") to finance the Project;
WHEREAS, the Assignee is the purchaser of the Notes; and
WHEREAS, the payment of principal of the Notes and the interest thereon by the
Borrower and all other applicable terms and conditions are contained in the Lease (as that term is
hereinafter defined); and
. WHEREAS, the Assignee is willing to take an assignment of the Lease pursuant to the
terms and conditions hereof.
NOW, THEREFORE, THIS ASSIGNMENT AND SECURITY AGREEMENT
WITNESSETH:
Section 1. Assignment. For value received, receipt of which is hereby acknowledged, the
Issuer hereby sells, assigns, transfers and delivers tUlto the Assignee, its successors and assigns,
all of its rights in and benefits of that certain Lease/Purchase Agreement dated as of August I,
1995, by and between the Issuer. as Lessor and the Borrower, as Lessee, together with all
amendments, agreements, documents and writings relating thereto, including without limitation.
insurance policy binders and certificates and maintenance agreements (hereinafter the "Lease"),
for the lease of certain equipment described therein (hereinafter the "Project") and all payments
of principal, interest and Purchase Option Price (as defined in the Lease) payable after the initial
payment to be made under or pursuant to the Lease. A copy of the Lease is attached hereto as
Exhibit 1 and by reference made a part hereof.
Section 2. Power of Attorney. The Issuer irrevocably constitutes and appoints the
Assignee and any present or future officer or agent of the Assignee, or the successors or assigns
. of the Assignee, as its lawful attorney, with full power of substitution and resubstitution, and in
the name of the Issuer or otherwise, to collect and to sue in any court for payments due under the
Lease, or any part thereof, to withdraw or settle any claims, suits or proceedings pertaining to or
DIHPK I 00100 I IDOCS\SGASSIGN.DOC I ASSIGNMENT AND SECUIRTY AGREEMENT
r
. arising out of the Lease upon any terms, all without notice to or assent of the Issuer, and, further,
to take possession of and to endorse in the name of the Issuer any instrument for payment of
money received on account of the payments due under the Lease.
Section 3. Issuer for Payments. The Issuer has authorized and directed the Borrower, in
writing, to pay to the Assignee, its successors and assigns, all payments due or to become due
under the Lease from and after the date of this Assignment and Security Agreement by
forwarding such payments to the Assignee.
Section 4. Security Interest.
(a) In order to secure (i) the payments due or to become due under or pursuant to the
Lease, (ii) the performance by the Borrower of all of the Borrower's obligations under the Lease,
(iii) the performance by the Issuer of all of its obligations under the Lease, and (iv) the
performance by the Issuer of all of its obligations under this Assignment and Security
Agreement, the Issuer hereby assigns and grants to the Assignee a first prior security interest in
(1) all rights of the Issuer in the Project, (2) the Lease, and all rights of the Issuer thereunder, and
(3) the proceeds and products of all of the foregoing which security interest shall be subject to the
rights of the Borrower under the Lease so long as the Borrower is not in default thereunder. The
Borrower shall file all financing statements, amendments thereto and assignments thereof in the
offices and jurisdictions wherever the Assignee deems necessary to perfect such security interest,
e upon receipt of a request therefor from the Assignee specifying the form and content of such
financing statements, amendments thereto and assignments thereof.
(b) If the Borrower fails to keep, payor perform any of the obligations of the
Borrower secured hereby or if any warranty made by it was false in any material respect when
made, and such failure shall continue for or such false warranty is not corrected within thirty (30)
days after written notice thereof to the Borrower, or if the Issuer fails to keep, payor perform any
of the obligations of the Issuer secured hereby or if any warranty made by it was false in any
material respect when made and such failure shall continue for or such false warranty is not
corrected within thirty (30) days after written notice thereof to the Issuer, then in any such events,
the Assignee may at its election determine this Agreement to be in default and shall forthwith
have all of the rights and remedies of a secured party under the Uniform Commercial Code in
effect in Minnesota in addition to all of the rights of the Issuer under the Lease. Without limiting
the generality of the foregoing, the Assignee, subject to the rights of the Borrower ifit is not then
in default, may take possession of the Project, and thereafter the Assignee may sell the same at
public or private sale, lease the same or retain the same in satisfaction of the obligations secured,
all at the election of the Assignee. The proceeds of any such disposition shall be applied first to
the cost, expense, loss and damages incurred or suffered by the Assignee in connection with the
default and in the exercise of the remedies hereunder, including reasonable attorney fees and
interest at the rate of twel ve percent (12%) per annum, thereafter to all unpaid lease payments,
. the Purchase Option Price (as that term is defined in the Lease) and all other sums due the
Assignee under or pursuant to the Lease and finally any balance to the Issuer.
.
D:IHPK I 00100 I IDOCSISGASS IG N .DOC 2 ASSIGNMENT AND SECUIRTY AGREEMENT
e Section 5. Warranties and Covenants. The Issuer hereby represents, warrants and
covenants to and with the Assignee that:
(a) The Issuer is a body corporate and politic organized and validly existing
under the laws of the State of Minnesota, with corporate powers and Issuer to own its
respective properties and carry on its respective businesses as now being conducted.
(b) The Issuer has full power, Issuer and legal right to enter into and perform
its obligations under this Assignment and Security Agreement and the Lease and the
execution, delivery and performance of all thereof have been duly authorized by all
necessary action on the part of the Issuer, and the foregoing do not contravene any law,
governmental rule, regulation, order or ordinance of any governmental entity having
jurisdiction and do not and will not result in any breach of or constitute a default under
any indenture. mortgage, contract, agreement or instrument to which the Issuer is a party
or by which it or its property is bound.
(c) There are no pending or threatened actions or proceedings before any court
or administrative agency which will materially adversely affect the condition, business or
operation of the Issuer or the ability of the Issuer to perform its obligations under this
Assignment and Security Agreement or the Lease.
e (d) The Lease and the Project are free and clear of all claims, liens, security
interests, encumbrances of any kind or character except the rights of the Lessee under the
Lease, and the same shall be and remain free of all claims, liens, security interests and
encumbrances arising through any act or omission of the Issuer or any person claiming
by, through or under it.
(e) The Issuer has and will comply with and duly and promptly perform all the
obligations as the Lessor under the Lease and all related documents and instruments.
(f) The Lease delivered to the Assignee herewith is an identical copy of the
original thereof and constitutes the entire writing, obligation and agreement between the
Issuer and the Borrower respecting the Project, the lease thereof and the payment therefor,
by the Borrower.
(g) The obligation of the Borrower for the Lease Payments (as that term is
defined in the Lease) shall be absolute and unconditional in all events and shall not be
subject to any setoff, defense or counterclaim, whatsoever.
(h) The Issuer will make appropriate notations on its books and records with
entries regarding the Lease indicating the making of this Assignment and Security
. Agreement.
D:IHPK I 00100 I \DOCSISGASSIGNDOC 3 ASSIGNMENT AND SECUJRTY AGREEMENT
. Section 6. Further Assurance. The Issuer from time to time, at the request of the
Assignee, shall execute and deliver such further acknowledgments, agreements and instruments
of assignment, transfer and assurance, including bills of sale, and do all such further acts and
things as may be necessary or appropriate in the opinion of the Assignee to give effect to the
provisions hereof and to more perfectly conform the rights, titles and interests hereby assigned
and transferred to the Assignee.
Section 7. No Waiver. Rights Cumulative. Any delay on the part of the Assignee in
exercising any power, privilege or right hereunder or under any other instrument executed by the
Issuer to the Assignee in connection herewith shall not operate as a waiver thereof and no single
or partial exercise of any power, privilege or right shall preclude any other or further exercise
thereof or the exercise of any other power, privilege or rights. The waiver by the Assignee of any
default by the Issuer shall not constitute a waiver of any subsequent default, but shall be
restricted to the defaults so waived. If any part of this Assignment and Security Agreement shall
be contrary to any law which the Assignee might seek to apply or enforce or should otherwise be
defective, the other provisions hereof shall not be affected thereby but shall continue in full force
and effect, to which end they are hereby declared to be severable. All rights, remedies and
powers of the Assignee hereunder are irrevocable and cumulative, and not alternative or
exclusive, and shall be in addition to all rights, remedies and powers given hereunder, or in or by
any other instrument or any other law now existing or hereafter enacted.
. Section 8. Notices. Any notice required or permitted to be given by either party hereto to
the other or to the Borrower shall be deemed to have been given when deposited in the U.S.
Certified Mail, postage prepaid, and addressed to the party at such address as shown below or at
such other address as one party shall hereinafter furnish to the other in writing.
If to the Issuer: City of Hopkins
1010 First Street
Hopkins, Minnesota 55343
Attn: City Manager
If to the Borrower: The Blake School
110 Blake Road
Hopkins, Minnesota 55343
Artn: Director ofnt of Finance
If to the Assignee: FBS Investment Services
100 South Fifth Street, 14th Floor
Minneapolis, Minnesota 55402
Artn: Christine Haugen
Section 9. Headings for Convenience. The headings and sections of this Assignment and
e Security Agreement are for convenience only and shall not be used to interpret or construe this
Assignment and Security Agreement.
D'IHPK 1 00'100 1 \DOCSISGASSIGN.DOC 4 ASSIGNMENT AND SECUIRTY AGREEMENT
- - --
~
,
. IN WITNESS WHEREOF, the Issuer has caused its corporate name to be signed hereto
and its corporate seal to be hereunto affixed as of the date first above written.
CITY OF HOPKINS, MINNESOTA
(SEAL)
By
Its Mayor
Attest:
By
Its City Manager
e
e
D:\HPKIOO\Il01IDOCS\SGASSIGN DOC 5 ASSIGNMENT AND SECU1RTY AGREEMENT
-- -- - ---
.
. Accepted and agreed to as of the date hereof.
FBS INVESTMENT SERVICES, INe.
By
Its Assistant Vice President
e
.
D\HPK I 00\00 1 \DOCS\SG ASSIGN DOC 6 ASSIGNMENT AND SECUlRTY AGREEMENT
0\-
,"
. LEASE/PURCHASE AGREEMENT
THIS LEASE/PURCHASE AGREEMENT (the "Agreement") dated as of August 1,
1995, and entered into between the City of Hopkins, a body corporate and politic and municipal
subdivision existing under the laws of the State of Minnesota ("Lessor"), and The Blake SchooL
a non-profit corporation organized under the laws of the State of Minnesota ("Lessee").
WIT N E SSE T H:
WHEREAS, the Lessor is authorized pursuant to its powers under the Act to provide
financing for a "project" as such term is defined in the Act; and
WHEREAS, Lessor desires to lease the Project, as hereinafter defined, to Lessee and
Lessee desires to lease the Project from Lessor subject to the terms and conditions of and for the
purposes set forth in this Agreement; and
WHEREAS. Lessor is authorized under the Constitution and laws of the State of
Minnesota to enter into this Agreement for the purposes set forth herein; and
WHEREAS. the Project will constitute a "project" under the Act and this Agreement will
e provide the Lessee with the means of financing the cost of the Project;
NOW, THEREFORE, for and in consideration of the premises and the mutual agreements
hereinafter contained, the parties hereby agree as follows:
ARTICLE I
Definitions
The following terms will have the meanings indicated below unless the context clearly
requires otherwise:
"Act" means the Minnesota Industrial Development Act, Minnesota Statutes, Sections
469.152 to 469.165, as amended from time to time.
liAgreement" means this Lease/Purchase Agreement including the Exhibits attached
hereto.
"Commencement Date" is the date when the term of this Agreement begins and Lessee's
obligation to pay rent accrues, which date shall be the date of the execution and delivery of this
Agreement as set forth in the first paragraph hereof.
. "Construction Periodli means the period prior to the completion of the installation of the
Project as specified in accordance with Section 3.03 hereof.
D:\F(PK lOO\OOIIDOCSISGLEASE DOCS I LEASEIPURCHASE AGREEMENT
,
. "Escrow Agent" means Leasing Resources, Inc.
"Escrow Agreement" means the Escrow and Disbursing Agreement dated as of August 1,
1995 between the Issuer and the Escrow Agent.
"Lease Term" means the term beginning on the Commencement Date and ending on
August 1,2005.
"Lessee" means the entity which is described in the first paragraph of this Agreement and
which is leasing the Project from Lessor under the provisions of this Agreement.
"Lessor" means the City of Hopkins, Minnesota, which is leasing the Project to Lessee
under the provisions of this Agreement and its successors and assigns.
"Notes" means the City's $220,000 of Equipment Lease Revenue Notes (The Blake.
School Project) issued to provide for payment for the Project.
"Project" means the equipment and property, together with the estimated costs thereof,
described on Exhibit A attached hereto which is the subject of this Agreement.
"Purchase Option Price" means the amount set forth on Exhibit B hereto for which the
Lessee may purchase the Project in accordance with Article XI hereof.
. "Rental Payment Date" means a date on which a Rental Payment is required to be made
as shown on Exhibit B hereto.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to the
provisions of this Agreement during the Lease Term payable in consideration of the right of
Lessee to use the Project during the Lease Term. Rental Payments shall be payable by Lessee to
the Lessor or its assignee in the amounts and at the times set forth in Exhibit B hereto.
"State" means the State of Minnesota.
ARTICLE II
Covenants Of Lessee
Lessee represents, covenants and warrants for the benefit of Lessor, and its assignees as
follows:
(a) It is a nonprofit corporation duly organized and validly existing and in
good standing under the laws of the State and has the power and authority, corporate and
. other, to own its properties and to provide a program of private, non-sectarian education
to students through grade twelve. The Lessee is an entity exempt from federal income
taxation under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986,
as amended.
D:IHPK I 00100 I IDOCSISGLEASEDOCS 2 LEASEIPURCHASE AGREEMENT
.
. (b) It does not discriminate in the admission of students on the basis of age,
race, creed, color, sex, national origin, religion, or disability.
(c) It is authorized under the laws of the State to enter into this Agreement and
the transaction contemplated hereby and to perform all of its obligations hereunder.
(d) It has been duly authorized to execute and deliver this Agreement under
the terms and provisions of a resolution of its board of directors, and further represents,
covenants and warrants that all requirements have been met and procedures have occurred
in order to ensure the enforceability of this Agreement.
(e) During the term of this Agreement, the Project will be used by Lessee only
for the purposes of performing one or more functions of Lessee consistent with the
permissible scope of Lessee's authority.
(f) During the period this Agreement is in force, Lessee will annually provide
Lessor with current financial statements, budgets, and such other financial information
relating to the ability of Lessee to continue this Agreement as may be requested by Lessor
or its assignee.
. (g) Neither the making nor performance of this Agreement by the Lessee
requires the consent or approval of any governmental authority or agency or other person
or entity or, if any such consent or approval is required, such consent or approval has
been obtained in writing and a copy thereof has heretofore been delivered to the Lessor.
(h) The information furnished in writing to the Lessor by the Lessee in
connection with its execution of this Agreement and the Project does not contain any
misstatement of a material fact with respect to the Lessee or the Project or omit to state a
material fact necessary to make the information furnished, in light of the circumstances in
which furnished. not misleading.
(i) The Project is and shall remain throughout the Lease Term free and clear
of all claims, liens, security interests and encumbrances of any kind and character except
for this Agreement and security documents pertaining thereto.
ARTICLE III
Lease Of Project
Section 3.01. Demise of Proiect. Lessor hereby demises, leases and lets to Lessee, and
Lessee rents, leases and hires from Lessor, the Project in accordance with the provisions of this
. Agreement, to have and to hold for the Lease Term.
Section 3.02. Agreement to Complete Acquisition of the Proiect: Payment. The Lessee
agrees to cause acquisition and installation of the Project to be completed as promptly as
n-\HPK I 00'00 1 \DOCS\SGLEASE DOCS 3 LEASEIPURCHASE AGREEMENT
. practicable, substantially as set forth on Exhibit A hereto. In order to provide funds to pay for the
Project, the Lessor, concurrently with the execution of this Agreement, will issue, sell and deliver
to the purchasers thereof the Notes, the proceeds of which will be deposited pursuant to the
provisions of the Escrow Agreement. Lessor has, in the Escrow Agreement, authorized and
directed the Escrow Agent to make disbursements for the payment of the costs of the Project.
Such disbursements shall be made upon receipt by the Escrow Agent of a certificate signed by
the Lessee, which shall contain a statement of the amount and nature and the name and address
of the payee of each item of cost, certified to have been paid by and requested to be reimbursed
to the Lessee, and a statement that each item for which payment or reimbursement is required is
or was necessary in connection with the Project and none of such items has formed the basis for
any previous disbursement request.
Section 3.03. Establishment of Completion Date. Upon completion of the acquisition
and installation of the Project, the Lessee shall evidence the Completion Date by a certificate
signed by the Lessee and delivered to the Escrow Agent and the Lessor stating the cost of the
Project and that acquisition and installation of the Project has been completed and all labor,
services, materials, equipment and supplies used or installed have been paid for. Upon receipt of
such certificate, the Escrow Agent shall deposit any amounts remaining in the Program Fund in
the Note Fund (as such Funds are defined in the Escrow Agreement).
Section 3.04. Lessee Required to Pay Costs. Lessee agrees to complete the acquisition
and installation of the Project and to pay that portion of the costs of the Project in excess of the
. moneys available therefor under the Escrow Agreement from any other sources available to
Lessee. Lessee agrees to pay all costs incurred by either the Lessor or the Lessee in connection
with the issuance of the Notes and the execution and delivery of this Agreement.
ARTICLE IV
Lease Term
Section 4.01. Commencement of Lease Term. The Lease Term of this Agreement shall
commence on the Commencement Date.
Section 4.02. Termination of Lease Term. The Lease Term will terminate prior to its
scheduled term upon the occurrence of any of the following events:
(a) a default by Lessee and Lessor's election to terminate this Agreement
under Article XIII;
(b) the payment by Lessee of all Rental Payments authorized or required to be
paid by Lessee hereunder; or
e (c) the payment by Lessee of the Purchase Option Price in accordance with
Article XI hereof.
D. IHPf.:] 00\00 1 \DOCS\SGLEASE.DOCS 4 LEASEIPURCHASE AGREEMENT
. ARTICLE V
Enjoyment Of Project
Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and
enjoyment of the Project, and Lessee shall during the Lease Term peaceably and quietly have and
hold and enjoy the Project, without suit, trouble or hindrance from Lessor, except as expressly set
forth in this Agreement.
Lessor shall have the right at all reasonable times during business hours to enter into and
upon the property of Lessee for the purposes of inspecting the Project.
ARTICLE VI
Rental Payments
Section 6.0 I. Payment of Rental Payments. Lessee shall pay the Rental Payments,
exclusively from legally available funds, in lawful money of the United States of America to
Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the Rental
Payment Dates set forth in Exhibit B hereto. Rental Payments due on the first day of each month
. shall be in consideration for Lessee's use of the Project during the period beginning on the first
day of such month through the last day of such month.
Section 6.02. Interest Component. A portion of each Rental Payment is paid as, and
represents payment of, interest and Exhibit B hereto sets forth the interest component of each
Rental Payment during the Lease Term.
Section 6.03. Rental Payments to be Unconditional. The obligations of Lessee to make
payment of the Rental Payments required under this Article VI and other sections hereof and to
perform and observe the other covenants and agreements contained herein shall be absolute and
unconditional in all events except as expressly provided under this Agreement. Notwithstanding
any dispute between Lessee and Lessor, or any other person, Lessee shall make all payments of
Rental Payments when due and shall not withhold any Rental Payments pending final resolution
of such dispute nor shall Lessee assert any right of set-off or counterclaim against its obligation
to make such payments required under this Agreement.
Lessee's obligation to make Rental Payments during the Lease Term shall not be abated
through accident or unforeseen circwnstances or any other event.
ARTICLE VII
. Title To Project; Security Interest
Section 7.01. Title to the Proiect. During the Lease Term, title to the Project and any and
all additions, repairs, replacements or modifications will be retained by Lessor, except for those
Dc\HPK 100\00 I\DOCS\SGLEASEDOCS 5 LEASEIPURCHASE AGREEMENT
. modifications that are added to the Project by Lessee and which may be removed without
damaging the Project. Lessee shall not have any right, title or interest in the Project or in any
additions, repairs, replacements or modifications thereto except as expressly set forth in this
Agreement. In the event of default as set forth in Section 13.02 Lessee will surrender possession
of the Project to Lessor.
Section 7.02. Security Interest. To secure the payment of all of Lessee's obligations
under this Agreement, Lessee grants to Lessor a security interest constituting a first lien on the
Project and on all additions, attachments, accessions and substitutions thereto, and on any
proceeds therefrom. Lessee agrees to execute such additional documents, including financing
statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which
Lessor deems necessary or appropriate to establish and maintain its security interest and, upon
assignment, the security interest of any assignee of Lessor in the Project.
ARTICLE VIII
Maintenance; Modification; Taxes;
Insurance And Other Charges
Section 8.01. Maintenance of Proiect by Lessee. Lessee agrees that at all times during
the Lease Term Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the
. Project or part and parcel thereof, in good repair, working order and condition and that Lessee
will from time to time make or cause to be made all necessary and proper repairs, replacements
and renewals. Lessor shall have no responsibility in any of these matters or for the making of
improvements or additions to the Project.
Section 8.02. Taxes, Other Governmental Charges and Utility Charges. In the event that
the use, possession or acquisition of the Project is found to be subject to taxation in any form,
Lessee will pay during the Lease Term, as the same respectively become due, all taxes and
governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied
against or with respect to the Project and any buildings, equipment or other property acquired by
Lessee in substitution for, as a renewal or replacement of; or a modification, improvement or
addition to the Project, as well as all gas, water, steam, electricity, heat, power, telephone, utility
and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Project; provided that, with respect to any governmental charges that may lawfully be paid in
installments over a period of years, Lessee shall be obligated to pay only such installments as are
accrued during such time as this Agreement is in effect.
Section 8.03. Provisions Regarding Insurance. At its own expense Lessee shall cause
casualty, public liability and property damage insurance to be carried and maintained, or shall
demonstrate to the satisfaction of Lessor that adequate self-insurance is provided, with respect to
the Project, sufficient to protect the Full Insurable Value, as that term is hereinafter defined, of
. the Project and to protect Lessor from casualty losses with respect to the Project. Lessee shall
furnish to Lessor certificates evidencing such coverage throughout the Lease Term.
Alternatively, Lessee may insure the Project W1der a blanket insurance policy or policies which
cover not only the Project but other properties. If Lessee shall insure similar properties by self-
D:\HPK 1 00100 1 IDOCS\SGLEASE.DOCS 6 LEASElPURCHASE AGREEMENT
. insurance, Lessee will insure the Project by means of an adequate insurance fund set aside and
maintained out of its earnings.
Lessee shall carry worker's compensation insurance covering all employees working on,
in, near or about the Project, or demonstrate to the satisfaction of Lessor that adequate self-
insurance is provided, and shall require any other person or entity working on, in, near or about
the Project to carry such coverage, and will furnish to Lessor certificates evidencing such
coverage throughout the Lease Term.
The term "Full Insurable Value" as used herein shall mean the total amount of the
principal component of all Rental Payments which are authorized or required to be paid by
Lessee under this Agreement.
Any insurance policy issued pursuant to this Section 8.03 shall be so written or endorsed
as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear.
The Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall
be applied as provided in Section 9.02 hereof. Each insurance policy provided for in this Section
8.03 shall contain a provision to the effect that the insurance company shall not cancel the policy
or modify it materially and adversely to the interest of Lessor without first giving written notice
thereof to Lessor at least 30 days in advance of such cancellation.
Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance
. coverage required by this Agreement or shall fail to keep the Project in good repair and operating
condition, Lessor may (but shall be under no obligation to) purchase the required policies of
insurance and pay the premiums on the same or may make such repairs or replacements as are
necessary and provide for payment thereof; and all amounts so advanced therefor by Lessor shall
become additional rent for the Lease Term, which amounts, together with interest thereon at the
rate of twelve percent (12%) per armum, Lessee agrees to pay on demand.
ARTICLE IX
Damage, Destruction And Condemnation;
Use Of Net Proceeds
Section 9.01. Damage, Destruction and Condemnation. Unless Lessee shall have
exercised its option to purchase the Project pursuant to Article XI, if prior to the termination of
the Lease Term (a) the Project or any portion thereof is destroyed (in whole or in part) or is
damaged by fire or other casualty, or (b) title to, or the temporary use of, the Project or any part
thereof or the estate of Lessee or Lessor in the Project or any part thereof shall be taken under the
exercise of the power of eminent domain by any governmental body or by any person, firm or
corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds
of any insurance claim or condemnation award to be applied to the prompt repair, restoration,
e modification or improvement of the Project. Any balance of the Net Proceeds remaining after
such work has been completed shall be paid to Lessee.
D:\HPK I 00\00 I \DOCS\SGLEASE.DOCS 7 LEASE/PURCHASE AGREEMENT
--..
. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the
amount remaining from the gross proceeds of any insurance claim or condemnation award after
deducting all expenses (including attorneys' fees) incurred in the collection of such claim or
award.
Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in
full the cost of any repair, restoration, modification or improvement referred to in Section 9.01
hereof, Lessee shall either (a) complete the work and pay any cost in excess of the amount of the
Net Proceeds and Lessee agrees that, if by reason of any such insufficiency of the Net Proceeds,
Lessee shall make any payments pursuant to the provisions of this Section 9.02, Lessee shall not
be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any
diminution of the amounts payable under Article VI hereof, or (b) if Lessee is not in default
hereunder, Lessee may exercise its option to purchase the Project pursuant to Article XI, and,
upon such purchase, the Lease Term shall terminate and title to the Project shall be conveyed by
Lessor to Lessee as provided in Article XI of this Agreement. The amount of the Net Proceeds. .
if any, in excess of the then applicable Purchase Option Price may be retained by Lessee.
ARTICLE X
Disclaimer Of Warranties;
. Use Of The Project
Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR
REPRESENTA nON, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES OR
FITNESS FOR USE OF THE PROJECT, OR WARRANTY WITH RESPECT THERETO. In
no event shall Lessor be liable for an incidental, indirect, special or consequential damage in
connection with or arising out of this Agreement or the existence, furnishing, functioning or
Lesseets use of any item or products or services provided for in this Agreement.
Section 10.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent
and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default hereunder, to
assert from time to time whatever claims and rights, including warranties of and indemnifications
and representations with respect to, the Project which Lessor may have against any contractor or
vendor with respect to portions of the Project. Lessee's sole remedy for the breach of any
warranty, indemnification or representation shall be against such contractors or vendors, and not
against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of
Lessor with respect to this Lease, including the right to receive full and timely payments
hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representation
or warranties whatsoever as to the existence or availability of any such warranty, indemnification
or representation from any contractor or vendor with respect to the Project.
e Section 10.03. Use of the Project. Lessee will not install, use, operate or maintain the
Project improperly, carelessly, in violation of any applicable law or in a manner contrary to that
contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary
for the installation and operation of the Project. In addition, Lessee agrees to comply in all
D:\HPK IOO\OOI\DOCS\SGLE^SEDOCS 8 LEASEJPlJRCHASE AGREEMENT
. respects (including, without limitation, with respect to the use, maintenance and operation of
each part of the Project) with all laws of the jurisdictions in which its operations involving any
part of the Project may extend and any legislative, executive, administrative or judicial body
exercising any power or jurisdiction over any part of the Project; provided, however, that Lessee
may contest in good faith the validity or application of any such law or rule in any reasonable
manner which does not, in the opinion of Lessor, adversely affect the estate of Lessor in and to
any of the Project or its interest or rights under this Agreement.
ARTICLE XI
Option To Purchase
At the request of Lessee, Lessor's estate in the Project will be transferred, conveyed and
assigned to Lessee and this Agreement shall terminate:
(a) at the end of the Lease Term upon payment in full of all Rental Payments
due hereunder and $] .00;
(b) in the event of total damage, destruction or condemnation of the Project
and, if Lessee is not on such date in default pursuant to any term of this Agreement. upon
. payment of the Purchase Option Price shown on Exhibit B hereto for the next Rental
Payment Date; or
(c) at the option of the Lessee, at any time upon the payment of the Purchase
Option Price shown on Exhibit B hereto for the next Rental Payment Date.
ARTICLE XII
Assignment, Subleasing, Indemnification,
Mortgaging And Selling
Section 12.01. Assignment by Lessor. This Agreement may be assigned and reassigned
in whole or in part to one or more assignees or subassignees by Lessor at any time subsequent to
its execution without the necessity of obtaining the consent of Lessee. Lessor agrees to give
lOtice of assignment to Lessee and upon receipt of such notice Lessee agrees to make all
payments to the assignee designated in the assignment, notwithstanding any claim, defense,
setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or
otherwise) that Lessee may from time to time have against Lessor, or its assignee or any other
party . Lessee agrees to execute all documents, including notices of assignment and chattel
mortgages or financing statements which may be reasonably requested by Lessor, or its assignee,
to protect their interests in the Project and in this Agreement.
e Section 12.02. Assignment and Subleasing by Lessee. This Agreement and the interest
of Lessee in the Project may not be assigned or encumbered by Lessee for any reason.
0:\11 PK 100\00 I \DOCSISG LEASE, DOCS 9 LEASE/PURCHASE AGREEMENT
I
. Section 12.03. Release and Indemnification Covenants. Lessee shall indemnifY, protect,
hold harmless, save and keep harmless Lessor from and against any and all liability, obligations,
losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection
therewith, including, without limitation, counsel fees and expenses, penalties and interest arising
out of or as the result of the entering into of this Agreement, the ownership of the Project, the
constructing, ordering, acquisition, use, operation, condition, purchase, delivery, rejection,
storage or return of any portion of the Project or any accident in connection with the construction,
operation, use, condition, possession, storage or return of any portion of the Project resulting in
damage to property or injury to or death to any person. The indemnification arising under this
paragraph shall continue in full force and effect notwithstanding the full payment of all
obligations under this Agreement or the termination of the Lease Term for any reason. Lessee
agrees not to withhold or abate any portion of the payments required pursuant to this Agreement
by reason of any defects, malfunctions, breakdowns or infirmities of the Project.
ARTICLE XIII
Events Of Default And Remedies
Section 13.01. Events of Default Defined. The following shall be "events of default"
under this Agreement and the terms "event of default" and "default" shall mean, whenever they
are used in this Agreement, anyone or more of the following events:
. (a) Failure by Lessee to pay any Rental Payment or other payment required to
be paid hereunder at the time specified herein; or
(b) Failure by Lessee to observe and perform any covenant, condition or
agreement on its part to be observed or performed, other than as referred to in Section
13.01(a), for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in
writing to an extension of such time prior to its expiration; provided, however, if the
failure stated in the notice cannot be corrected within the applicable period, Lessor will
not unreasonably witliliold its consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently pursued until the default is
corrected.
If by reason of force majeure Lessee is unable in whole or in part to carry out any agreement on
its part herein contained, other than the obligations on the part of Lessee contained in Article VI
hereof, Lessee shall not be deemed in default during the continuance of such inability. The term
"force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes,
lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind
of the government of the United States of America or of the state wherein Lessee is located or
any of their departments, agencies or officials, or any civil or military authority; insurrections;
e riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to
machinery, transmission pipes or canals; or any other cause or event not reasonably within the
control of Lessee.
D:\lIPK] 00100] IDOCSISGLF ASEDOCS 10 LEASElPURCHASE AGREEMENT
. Section 13.02. Remedies. Whenever any event of default referred to in Section 13.01
hereof shall have happened and be continuing, Lessor shall have the right, at its sole option with-
out any further demand or notice, to take one or any combination of the following remedial steps:
(a) With or without terminating this Agreement, retake possession of the
Project and sell, lease or sublease the Project for the account of Lessee, holding Lessee
liable for the difference between (i) the rents and other amounts payable by Lessee
hereunder to the end of the Lease Term and (ii) the purchase price, rent or other amounts
paid by a purchaser, lessee or subleases of the Project pursuant to such sale, lease or
sublease; and
(b) Take whatever action at law or in equity may appear necessary or desirable
to enforce its rights as the owner of the Project.
Section 13.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to
Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Lease or now or hereafter existing at law or in
equity. No delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle Lessor to exercise any remedy reserved to it in this Article XIII it shall not be
necessary to give any notice, other than such notice as may be required in this Article XIII.
.
ARTICLE XIV
Miscellaneous
Section 14.01. Notices. All notices, certificates or other communications hereunder shall
be sufficiently given and shall be deemed given when delivered or mailed by registered mail,
postage prepaid, to the parties at the following addresses:
If to the Lessor: City of Hopkins
1010 First Street
Hopkins, Minnesota 55343
Attn: City Manager
If to the Lessee: The Blake School
110 Blake Road
Hopkins, Minnesota 55343
Attn: Director of Finance
Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall be
. binding upon Lessor and Lessee and their respective successors and assigns.
D:\HPK 100100 I IDOCSISGLEASE.DOCS 11 LEASEIPURCHASE AGREEMENT
. Section 14.03. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shan not invalidate
or render unenforceable any other provision hereof.
Section 14.04. Amendments, Changes and Modifications. This Agreement may be
amended only by a written agreement between Lessor and Lessee.
Section 14.05. Execution in Counterparts. This Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and an of which shall
constitute but one and the same instrument.
Section 14.06. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
Section 14.07. Captions. The captions or headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.
.
.
D:\HPK] oOlon I IDOCSISG LEASE DOCS 12 LEASEIPURCHASE AGREEMENT
. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name
with its corporate seal hereunto affixed and attested by its duly authorized officers and Lessee has
caused this Agreement to be executed in its corporate name with its corporate seal hereunto
affixed and attested by its duly authorized officers. All of the above occurred as of the date first
above written.
CITY OF HOPKINS, MINNESOTA
(SEAL) By
Its Mayor
Attest:
By
Its City Manager
.
.
D.\IIPK I 00100 I \DOCSISGLEASE. DOCS 13 LEASE/PURCHASE AGREEMENT
. THE BLAKE SCHOOL
(SEAL) By
Its Chair
By
Its President
.
.
D IHPK 1 00100 I \DOCSISGLEASE.DOCS ]4 LEASEIPURCHASE AGREEMENT
.
. EXHIBIT A
Description Of Project
The Project consists of the acquisition of 21 school buses and the acquisition and
installation of a telephone system to be located at the Hopkins campus.
.
.
DIHPK I 00\00 1 IDOCSISGLEASE DOCS A-I LEASE/PURCHASE AGREEMENT
EXHIBIT B
The Blake School
1995 Lease
. Equipment Cost $220,000 . -'"'I
Net Interest_Cas 7.08% - ..'
..
Purchase
Payment" Payment -~ .- ,.. -' .
Option .. u
Date Amount. Interest PrinciDal Price
~"'''' ~..30(fOO . . $4,?OO.OD '" .----
8/1195 $0.00 $224,.487.22
. I
. 17,115.00 -.. . - 214.219.09
211/96 ?,635.19 9,479.81
-... ... ." n
... 8/1/96 .17,115.00 _...7,299.63 9815.37 203,637.76
.". .
" .- .. ".
211/97 17,115.00 6,952.20 10162.8 192,733.71
. . . -. ..'. U," - .-
8/1/97 17,115.00 6.592.46 10522.54 181.497.09
., - ... .
..>.'. '.'., .... 10895.01 ,.-
2/1/98 17.115.00 a.219.99 169,9H}~
811/98 17,115.0<:( 5,834.~ .. 112~q.~ee . 15?.~
2/1/99 17,115.00 5.435.03 11879.97 _.. {45, 688. 79
--.!'~.I99 17.11~:DO 5,021.59 12093.41 .. 133,017.30
..
f-iPilOO 17,1'15.00 4,593.52 12521 ,48 119,959.33
_...~!1/00 1 ~,115.001 ~,150.29 12964.71 .' 106,503.09
...
-' 2/1/01 '-17,115.00 u.. .., 13423.62 ..... .'-.' 92,636.43
3,691.38
- .., .~ ,...
. 811/01 17,115.00 3,216.22 13898.78 78,346.84
" w.'.
2/1/02 17,115.00(. 2,724.24 -- 14390.76 83,621.42
..- - .
8/1/02 17,115.00 3-,214.85 14900,15 48,446.~.z
01.' -
1,687.42 ... .-
2/1/03 8.958.00 7270.58 40,~~
8.958.QQ ,,,
811/03 1,430.06 7527.94 33,~~
'..
2/1104 . 1,183.59 .. 7794.41 25,314.35
8,958.00
.-, -- . 8070.31 17,128.~
811/04 8.958.00 887.69
,.'~ ..-- ~
~ ... - .-
~~J05 8,956.00 602.03 8355.97 8~~~'
. . .. - ..~. ..
_.811/05 8,958.00 306.28 5651.72 1.00
- ..
-- $n,658.00 . . -
$297.658.00 $220,000.00
.
Page 1
,
,
,-
(. ESCROW AND DISBURSING AGREEMENT
THIS ESCROW AND DISBURSING AGREEMENT (hereinafter called the
"Agreement"), made as of the 1 st day of August, 1995, by and between the City of Hopkins,
Minnesota (hereinafter called the "Issuer") and Leasing Resources, Inc., as Escrow and
Disbursing Agent (hereinafter called "Agent").
WITNESSETH:
WHEREAS, the Issuer (hereinafter referred to as the "Issuer"), is a municipal corporation
and body corporate and politic organized and existing under the laws and the Constitution of the
State of Minnesota (the "State"), and is authorized and empowered by Minnesota Statutes.
Sections 469.152 to 469.165, as amended (hereinafter referred to as the "Act"), to issue its
obligations and use the proceeds from the sale of said obligations to finance a "project" (as
defined in the Act), and to pay the costs of issuance of such obligations, and to secure such
oLJligations by the pledge of all or any of its property and income; and
WHEREAS, the Issuer has been requested by the The Blake School (the "Borrower") to
issue its obligations to finance the acquisition of school buses and a telephone system (the
. "Project") by the Borrower; and
WHEREAS, in order to finance the Project the Issuer has determined to issue its
Equipment Lease Revenue Notes (The Blake School Project) (the Notes"); and
WHEREAS, the Notes are to be issued pursuant to a resolution (the "Resolution'')
adopted by the Issuer on August 1, 1995; and
WHEREAS, the Resolution provides that the proceeds of the Notes are to be deposited in
escrow with the Agent in order to provide financing for the Project; and
WHEREAS, the Issuer and the Borrower have entered into a LeaselPurchase Agreement
dated as of August 1, 1995 (the "LeaselPurchase Agreement") providing for the acquisition of
the Project and the leasing of the Project to the Borrower; and
WHEREAS, the Issuer and the Agent are entering into this Agreement to provide for an
escrow with the Agent of the proceeds of the Notes to be held and applied to the costs of the
Project, and to provide for the disbursement of funds to pay for the costs ofthe Project;
NOW, THEREFORE, the Issuer and the Agent agree as follows:
.
D:\HPK IW\OOI 'DOCS',sGESCROW DOC ] ESCROW AND DISBURSING AGREEMENT
. ARTICLE I
Definitions
Section 1.1. Definition of Terms. All terms used herein and not defined herein shall
have the meanings given such terms in the Resolution. In addition, as used in this Agreement,
the following terms shall have the following meanings unless the context clearly otherwise
reqUlres:
"Agent" means Leasing Resources, Inc., as Escrow and Disbursing Agent hereunder. its
successors and assigns.
"Agreement" means this Escrow and Disbursing Agreement.
"Borrower" means the The Blake School, its successors and assigns
"Lease/Purchase Agreement" means that certain Lease/Purchase Agreement dated as of
August 1, 1995 by and between the Issuer and the Borrower.
The words "hereof', "herein", "hereunder" and other words of similar import refer to this
. Agreement as a whole.
ARTICLE II
Program Fund
Section 2.1. Custody of the Program Fund. The Issuer has established the Program Fund
under the Resolution. The Program Fund shall be under the custody of the Agent and shall be
held as a separate and distinct escrow fund to be designated as the "IHELA Lease Program Fund"
in the custody of the Agent separate and apart from other funds of the Issuer or the Agent.
Section 2.2. Funding of the Program Fund: Investments. Concurrently with the issuance
and delivery of the Notes, there shall be deposited into the Program Fund by the Issuer from the
proceeds of the Notes an amount equal to $220,000.
Amounts on deposit in the Program Fund shall be invested by the Agent, at the direction
of the Borrower, in Eligible Investments.
Investment earnings on amounts on deposit in the Program Fund shall be accumulated in
the Program Fund and used for the payment of the costs of the Project.
. Section 2.3. Authorized Disbursements From the Program Fund. Money on deposit in
the Program Fund shall be paid out from time to time by the Agent upon the application of the
D:\HPK I 00100 I IDOCSISGESCROW.DOC 2 ESCROW AND DISBURSING AGREEMENT
. Borrower in accordance with the Lease/Purchase Agreement for the payment of the costs of
acquiring, constructing and equipping the Project and for paying interest on the Notes during the
Construction Period (as defined in the Lease/Purchase Agreement) and for a period of six months
thereafter.
Section 2.4. Disposition of Program Fund Money After Completion. If after payment by
the Agent of all applications therefore tendered to the Agent under the provisions of Section 2.3
hereof and after receipt by the Agent of a copy of the completion certificate provided for in the
Lease/Purchase Agreement there shall remain any balance of money in the Program Fund, such
balance shall be deposited in the Note Fund and applied to the payment of principal of and
interest on the Notes as it becomes due.
ARTICLE III
Regarding The Agent
Section 3.1. Status. The Agent acts hereunder as a depository only and is not a party to
or bound by any agreement or undertaking which may be evidenced by or arise out of any items
deposited with it pursuant to this instrument, and is not responsible or liable in any manner for
. the sufficiency, correctness, genuineness or validity of any of the items deposited and undertakes
no responsibility or liability for the form of execution of such items or the identity, Issuer, title or
rights of any person executing or depositing any item hereunder. All investments hereunder shall
be made solely at the direction of the Borrower as provided herein.
Section 3.2. Limitation of Liability. The Agent shall not be liable for any error in
judgment or for any act done or omitted by it in good faith, or for anything which it may in good
faith do or refrain from doing in connection herewith. The Agent is expressly authorized to act
on any document believed by it to be genuine and to be executed by the proper party or parties,
and will incur no liability in so acting.
Section 3.3. Disputes. In the event of any disagreement or the presentation of adverse
claims or demands in connection with or for any item deposited hereunder or otherwise affected
hereby, the Agent shall at its option be entitled to refuse to comply with any such claims or
demands during the continuance of such disagreement or dispute and may refrain from delivering
any items affected hereby, and in so doing the Agent shall incur no liability to the Issuer or the
Borrower or to any other person, due to its refusal to comply with any such adverse claim or
demand.
The provisions of this Article shall continue to apply and the Agent shall be entitled to
. continue, without liability, to refrain and refuse to act until all disputes and disagreements shall
have been adjusted and resolved by written agreement between the Borrower and the Issuer or by
final adjudication by a court of competent jurisdiction.
[lIH PK J 00100 J \DOCS\SG ESCROW DOC 3 ESCROW AND DISBURSING AGREEMENT
--
e Section 3.4. Compensation of the A~ent. As compensation for its services hereunder and
otherwise in connection with the financing, the Agent shall be entitled to receive the initial
payment to be made by the Borrower pursuant to and under the Lease/Purchase Agreement.
Section 3.5. Termination of Agreement.
(a) This Agreement is to be completed in the manner and at the time provided herein.
Upon such completion, this Agreement shall terminate and the Agent shall be fully discharged
from all responsibility in connection therewith.
(b) The Agent may be removed, with or without cause, as Agent upon not less than
sixty (60) days written notice signed by the Issuer. The Agent may resign as such at any time
upon not less than sixty (60) days written notice delivered to the Issuer. At the time of such
removal or resignation, the duties and liabilities of the Agent in connection with this Agreement
shall terminate.
ARTICLE IV
Miscellaneous
- Section 4.1. Severability. If any provision of this Agreement shall be held or deemed to
be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other
provision or provisions herein contained or render the same invalid, inoperative or unenforceable
to any extent whatever.
Section 4.2. Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 4.3. Applicable Provisions of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.
.
I
D:\HPK I OO\{\O I \DOC'S\SGESCROW DOC 4 ESCROW AND DISBURSrNG AGREEMENT
-
.
.
. IN WITNESS WHEREOF, the Issuer and the Agent have caused these presents to be
signed and sealed by their duly authorized officers, as of the day first above written.
CITY OF HOPKINS, MINNESOTA
(SEAL) By
Its Mayor
Attest:
By
Its City Manager
-
.
D-\HPK lOU_OO I\DOCS\SGESCROW DOC 5 ESCROW AND DISBURSING AGREEMENT
.
. LEASING RESOURCES, INC.
By
Its President
41
.
I
D\HPK 1001001 \DOCS\SGESCROW.DOC 6 ESCROW AND DISBURSING AGREEMENT
. .
.
1
CITY OF HOPKINS
1010 FIRST STREET SOUTH
HOPKINS, MN 55343
e OFFICE USE ONLY:
Date Received:
Received by:
Type of Request:
Taxable Bond Issue
Tax-Exempt Bond Issue X
Refunding of Previous Bond Issue
APPLICATION FOR TAXABLE/TAX EXEMPT
BOND FINANCING OR BOND REFUNDING
(Complete as appropriate)
APPLICANT INFORMATION
1. Applicant/business name: The Blake School
Contact person: Margaret Jadin
Address: 110 Blake Road
City: Hopkins state: NN Zip: 55343
e Telephone: (work) 938-1936 (home)
Fax: 938-9407
Interest in property: Applicant is Property Owner
2. Applicant's legal counsel: Not selected at present
Firm:
Address:
City: state: zip:
Telephone: (work) (home)
Fax:
3. Applicant's architect: N/A
Address:
. city: state: Zip:
Telephone: (work) (home)
Fax:
2
4. Applicant's contractor: (If selected) : N/A
Firm:
. Address:
City: state: Zip:
Telephone: (work) (home)
Fax:
5. Property owner(s) of record: The Blake School
Addresses: 110 Blake Road
City: Hopkins state: MN Zip: 55434
Telephone: (work) 938-1936 (home)
Fax: 938-9407
6. Applicant's business form (corporation, partnership, sole
e proprietorship, etc. ) and state of incorporation or
organization:
A Minnesota Nonprofit Corporation
7. If the applicant is a corporation, list the officers, directors
and stockholders holding more than 5% of the stock of the
corporation. state their name, address, telephone and
relationship to the applicant. (If a corporation is not
formed, list the potential officers, directors and
stockholders) :
Dr. Tyler Tingley, Head at School
Ms. Margaret Jadin, Director of Business & Finance
Ms. Jane Howard, Director of Development
Also, please see the attached Board of Trustees
.
3
8. If the applicant is a partnership, list the general partners
and any limited partners with more than 5% interest. ( I f the
partnership is not formed, give as much data as possible
. concerning the potential partners):
N/A
9. List any cities to which you have previously applied for
taxable/tax exempt bond financing within the last five years:
N/A
. 10. Has the applicant ever been in bankruptcy? If yes, please
explain:
No
1I. Has the applicant ever defaulted on any bond or mortgage
commitment? If yes, please explain:
No
.
4
PROJECT INFORMATION
. 1. Project name: The Blake School Project
2. Legal description of the site: See attachment
3. Brief description of the nature of the business, such as
principal services or products, etc. :
Independent college preparatory coeducation day school for students
in grades pre-kindergarten through twelve.
4. Amount of bond issue requested: $ 220,000.00
5. Who is lending interim financing, and in what amount: N/A
.
BUSINESS INFORMATION
1. Number of employees in Hopkins?
Full Time Part Time
A. Before this project: 92 87
B. After this project: 92 87
2. Projected annual sales: $ N/A
3. Projected annual payroll: $ 5,200,000
4. Is the project associated with an existing Hopkins business?
A. Yes X
. B. No
5
5. If this project is associated with an existing Hopkins
business, which of the following apply:
A. Relocation
. B. Expansion
C. Rehabilitation x
6. Will you occupy this project after completion?
A. Yes X
B. No
7. If no, state name of future lessees and status of commitments
or lease agreements:
N/A
8. Estimated date of construction: 8/1/95 Completion: 10/30/95
. 9. will any public official of the city, directly or indirectly,
to the best of your knowledge, benefit by the issuance of the
City's tax-exempt financing for this project according to
Minnesota statutes, section 412.87? No
If so, please explain:
FILING REQUIREMENTS
You must provide all of the following items with your application,
unless the Director of Planning & Economic Development waives a
requirement:
1. If the project requires approval by the Zoning and Planning
Commission, you must apply for these approvals prior to or with
e this application. If Zoning or Planning commission approval 1S
not required, you must submit a list of property owners and
their addresses, for your property and for all properties
within 350 feet. An abstract company must certify this list.
Abstract companies are listed in the yellow pages.
6
2 . A written opinion, with supporting justification, from an
expert acceptable to the Director of Planning & Economic
. Development, to document that the development will not
adversely effect similar, existing developments. This
requirement may be waived if there are no similar developments
in the area of your project.
3. A public hearing notice and resolution of preliminary approval.
You must have these items prepared by the city's bond counsel.
4 . An application fee of $5,000. Make your check out to the City
of Hopkins. This fee is not refundable and is separate from
the Bond Counsels', City Attorneys', or closing fees.
PROCEDURE
1. Return this application to the Community Development
Department.
2. The City Council will hold a public hearing and decide whether
to approve your application. city staff will notify you of the
meeting.
.
REQUIREMENTS FOR TAX-EXEMPT/TAXABLE BOND FINANCING
Your application must meet the following requirements for approval
of taxable/tax-exempt bond financing:
1. The project shall not require a significant amount of public
money for City improvements if the City Council determines that
the site is premature for development.
2 . The notes or bonds shall be for an issue not less than
$250,000.
3 . Construction must begin within one year of preliminary
approva 1. The city council may grant a time extension if just
cause is shown.
4. Contractors doing work on projects funded in whole or in part
by tax-exempt financing:
. a. Shall not discriminate in the hiring and firing of
employees on the basis of race, color, creed, religion,
national origin, sex, marital status, age, disability or
the need for public assistance.
-- .--.------
, -
7
b. Shall pay employees as provided under the United states
Code, Section 276A, as amended through June 23, 1986, and
under Minnesota Statutes 1985, sections 177.41 - 177.44.
.
c. Shall employ Minnesota residents in at least 80% of the
jobs created by the project. In addition, at least 60% of
these employees shall be residents of the seven-county
metropolitan area. Residential status shall be determined
as of the date of the project's approval by the City
Council. However, if the contractor can show that these
quotas are not possible because of a shortage of qualified
personnel in specific skills, the contractor may request a
release from the city Council of the two residency
requirements. These requirements shall continue for the
length of the construction project.
d. Shall be active participants in a State of Minnesota
apprentice program, approved by the Department of Labor
and Industry.
e. The above requirements shall apply to all subcontractors
working on the project.
5. You must use the City'S Bond Counsel.
6. The project must involve an existing business that the City
. wishes to expand or a new business which the City wishes to
attract. A business is the manufacturing, distribution, sale,
storage or making of any merchandise, real estate, produce
food, housing or services which will produce income for one or
more individuals. An existing business is a commercial project
that has operated for at least one year in the City. A new
business is a commercial project which does not qualify as an
existing business.
a. Existing business criteria: The City will consider any
expansion, relocation or rehabilitation of an existing
business for approval.
b. New business criteria: The City will only consider a new
business for approval if it:
(1) Offers at least 400 hours per week of new,
year-around employment, or
(2 ) Involves the rehabilitation of a vacant or scheduled
to be vacated structure, or
(3) Is within a designated development or redevelopment
target area, and
. (4) Has a low potential for creating pollution.
7. The project must exceed minimum code requirements by including
at least five of the following features into the project:
8
a. Brick
b. Building design should be a distinctive, non-generic
. style.
c. A noticeable increase in the size and quantity of
landscape plantings over what the City normally requires.
d. Underground irrigation of all landscaping.
e. Open space, other than required setbacks.
f. At least 10% more parking than code requires.
g. Walkway along street frontages.
h. All parking stall widths at least ten feet.
i. All signs shall be at least 20% smaller or fewer than
allowed by code.
8. City staff shall review compliance with the appropriate request
for refunding of previous bond issues.
9. You must pay an administrative fee to the City of one quarter
percent of the bond issue with a maximum of $10,000 at closing.
The City will credit the application fee against the
. administrative fee.
AGREEMENT
I, by signing this application, agree to the following:
1. I have read and will abide by all the requirements of the
city for taxable/tax-exempt financing. I will also commit
all contractors, subcontractors and any other major
contributors to the project to all segments applicable to
them. I am aware that failure to comply by myself or any
of the above can result in cancellation of the resolution.
2 . The above information is true and correct.
3 . I agree to pay all costs involved in the legal and fiscal
review of this project. These costs include the Bond
Counsel and city Attorney, and all costs involved in the
issuance of the bonds to finance the project.
4. I understand that the city reserves the right to deny
final approval, regardless of preliminary approval or the
degree of construction completed.
. 1 }Dt'(~OvtLI ) 0Lf~1~'-- 7';JY. 9::)
lfPPliE~pt Date
financap
-...-----
. THE BLAKE SCHOOL
BOARD OF TRUSTEES 1995.96
Note: Spouse noted behind Trustee's name, administrative assistant noted behind company name
Robert "Bob" L Barrows (Linda) Leonard, Street & Deinard (Linda)
Secretary 150 South 5th Street, Suite 2300
821 Park Terrace Minneapolis, MN 55402
Hopkins. MN 55343 335-1500
931-0918 335-1657 FAX
Susan Boren (Rod) Dayton Hudson Dept. Stores (JoAnn)
Treasurer 700 Nicollet Mall
2754 Thomas Avenue South Minneapolis, MN 55402
Minneapolis, MN 55416 375-4312
929-1519 375-2402 FAX
John c. Brooks: - '71 (Joan) General Mills, Jnc. (Barbara)
14801 Copperfield Place #1 General Mills Boulevard
Wayzata, MN 55391 PO Box 1113
933-4051 Minneapolis. MN 55440
-- 540-2217
540-7779 FAX
WilHam "Bill" V. Byars (Bonnibel) Arthur Andersen & Company (Kathi)
159 South Edgewood Avenue 45 South 7th Street. Suite 2600
Wayzata, MN 55391 Minneapolis, MN 55402
476.8471 334~4850
334-4828 FAX
Judson "Jud" M. Oayton - '76 (Elisabeth) Judson M. Dayton (Eleanor)
825 Old Crystal Say Road 121 South 8th Street, Suite 860
Wayzata, MN 55391 Minneapolis, MN 55402
473-3602 334-3110
473-3738 FAX 334-3122 FAX
Kristine "Krls" Erickson (Ron)
Chair
5123 Lake Ridge Road
Edina, MN 55436
935-6699
. 930-9737 FAX
,
.
John W. Fritz (Carolyn) Insight Investment Management, Inc.
. 18321 Heathcote Lane 60 South 6th Street, 20th Floor
Deephaven, MN 55391 Minneapolis, MN 55403
476-2163 371-7647
373-1627 FAX
MartaUce P. Harwood (Nevin) Advo Systems, Inc.
1616 Mt. Curve Avenue 4216 Park Glenn Road
Minneapolis. MN 55403 St. louis Park. MN 55416
317-0882 924.9861
. 929-2825 FAX
Van Zandt Hawn (Li.z) Goldner Hawn Johnson & Morrison (Marcia)
VicQ-Chair 5250 Norwest Center
625 Springhill Road 90 South 7th Street
Wayzata. MN 55391-9514 Minneapolis. MN 55402-4123
374-5271 338-5912
338-2960 FAX
Sally Herfurth . '68 (Peter)
490 Highcrott Road
- Wayzata. MN 55391
473-9194
Peter H. Hitch - '66 (Wendy) len Cap Inc.
13521 McGinty Road East 13911 Ridgedale Drive, #404
Minnetonka, MN 55343 Minnetonka, MN 55305
933-9955 591-9495
591-9583 FAX
Scott A. Klsttng (Susan) Norwest Banks (Kathy)
Vice-Chair Sixth Street & Marquette Avenue
12500 Marton Lane #4324 Minneapolis, MN 55479-0107
Minnetonka, MN 55305 667.7274
544-5217 667.2228 FAX
Howard P. Llszt (Roberta) Campbell Mithun Esty (Debbie)
715 Valley Way 222 South 9th Street
Hopkins. MN 55305 Minneapolis. MN 55402
936-0759 347-13n
347.1910 FAX
.
-
Lucy C. Mitchell - '66 (Robert)
. 1745 Willow Drive
Long Lake, MN 55356
4 73~1 042
Katie G. Pearson (Ray) Dnan CorporatiOn (Marie)
7321 Mariner Drive 1400 73rd Avenue North East
Maple Grove, MN 55369 Minneapolis. MN 55432
420-4564 574-5233
574.5879 FAX
L
Josephine Reed- Tayfor (Dr, David Taylor) Minneapolis Community College {Jill}
4710 Xene Lane North 1501 Hennepin Avenue
Plymouth, MN 55446 Minneapolis, MN 55404
551-9714 341-7020
341-7075 FAX
Constance "Connie" Remele (Lewis)
2512 West Lake of Isles Pkwy
Minneapolis, MN 55405
377-3150
377-3150 FAX
--
Albert "Terry" M_ Sheldon III - '68 (Barbara) Park Nieollet Medica. Center
6996 82nd Street Southwest 5000 West 39th Street
Waverly, MN 55390 Minneapolis, MN 55416
543-2414 943-3307
993-1762 FAX
Julie Steiner - '69 (Bruce)
144 Edgewood Avenue South
Wayzata. MN 55391
475.2196
ler "Ty" C. Tingley, Ed.D. (Marcia) The Blake School (Elaine)
PresidentIHead of School 511 Kenwood Parkway
2315 Penn Avenue Soulh MinneapoJis, MN 55403
MinneapoJis, MN 55405 377-1773
374-2533 377-1969 FAX
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~EGAL DESCRIPTION OF BLAKE SCHOOL / HOPKINS CAMPUS
Commencing at the most Northerly corner of Lot 82. thenCB
south~est8rly along the Northwesterly line thereof 150 feet.
thenc. Southeasterly at right angles 100 feet. 'thence
North.asterly at right angles 123 8/10 feet to East lino of said
lot. thence Horth 103 37/100 ~.et to beginning. Lot 82. Auditors
Subdivision No_ 239.
That part of Lot 81 lying Horth of the SQuth 125 feet and that
part of South 125 feet of Lot 81 lying E~5t of tha West 38 f..t
thereof. Lot 81. Auqitors Subdivision No. 239.
Commencing at the Northwest corner of Lot 82. thence
Northeasterly/along the NorthNesterly line thereof to the
Northwest corner of Lot 83. thonce South to Southwest corner
thereof. thence East to Southeast corner thereof, t~.-).:.~~ North to
Northeast corner th.reo1~ thence Northeasterly along t~'
- Hort~.5terly line of Lot 82 distant 299 feet~ thence
Southeasterly at right angles 100 feet. thence Northeasterly at
right angles 123 8/10 feet to East line of Lot 82. thence South
to Southeast corner thereof, thence Northeasterly at right angles
123 8/10 feet to the East line of Lot 82. thence South to
Southeast corner thereof. thence Westerly along the South line
thereof to the Southwest corner thereof. thence North to
beginning, Lot 82. Auditors Subdivision No_ 239.
Lot 83, Auditors Subdivision No. 239.
Lots 1,2.3 and that part of Lots 7 thru 19 inclusive, lying East
of the West 10 teet thereof, including adjaeent one half of
5treets and alley vacated. Block 19, West Minneapolis Center
That part of lots 1 thru lO~ inclusive. lying east of the west 10
feet thereof. including adjacent one halt of streets vacated
Block 37. West Minneapolis Center. ·
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