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1997-090 CITY OF HOPKINS RESOLUTION NO. 97-90 A RESOLUTION OF THE CITY OF HOPKINS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $6,295,000 REFUNDING REVENUE BONDS, SERIES 1997 (THE BLAKE SCHOOL PROJECT) AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND THE RELATED DOCUMENTS. WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the "Act"), as found and determined by the Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement and development of economically sound industry and commerce to prevent so far as possible the emergency of blighted and marginal lands and areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; and . WHEREAS, the Issuer is authorized by the Act to enter into a revenue agreement with any person, firm or public or private corporation or federal or state governmental person, firm or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and WHEREAS, the Act further authorizes the Issuer to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment, or extension of such project, and to issue refunding revenue bonds to refund bonds previously issued for such purpose under the provisions of the Act; and WHEREAS, the Issuer previously issued its Revenue Bonds, Series 1994 (The Blake School Project) (the "Series 1994 Bonds"), on behalf of The Blake School, a Minnesota nonprofit corporation (the "Borrower"), for the purpose of financing a project for purposes consistent with the Act, consisting of remodeling approximately 45,000 square feet of space and constructing approximately 35,000 square feet of additional space at the School's middle school facility (the "Project") located in the City; and . WHEREAS, the Borrower has requested the Issuer to issue its Refunding Revenue Bonds, Series 1997 (The Blake School Project) (the "Bonds") in the aggregate principal amount of $6,295,000, for the purpose of defeasing and redeeming in advance of their maturity the Series 1994 Bonds, resulting in debt service savings to the Borrower; and D:\HPKIOO\009\RES\SALE.DOC 1 SALE RESOLUTION . WHEREAS, neither the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture (as hereinafter defined)) shall be liable on the Bonds, and the Bonds shall not be a debt of the State of Minnesota or any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture), and in any event shall not give rise to a charge against the general credit or taxing power of the Issuer, the City, the State of Minnesota, or any political subdivision thereof. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF HOPKINS, MINNESOTA AS FOLLOWS: 1. The Issuer finds, determines, and declares that it is in the best interest of the Issuer that the Issuer (1) issue the Bonds in the aggregate principal amount of $6,295,000 pursuant to the terms of an Indenture of Trust dated as of September 15, 1997 (the "Indenture") by and between the Issuer and First Trust National Association, as trustee (the "Trustee"), (2) provide for the use of the proceeds of the Bonds by the Issuer to make a loan (the "Loan") to the Borrower in accordance with the provisions of a Loan Agreement dated as of September 15, 1997 (the "Loan Agreement") by and between the Borrower and the Issuer and (3) provide for the defeasance and redemption of the Series 1994 Bonds in accordance with an Escrow Agreement dated as of September 15, 1997 (the "Escrow Agreement") between the Issuer, the Borrower and the Trustee. . 2. For the purpose of refunding and defeasing the Series 1994 Bonds there is hereby authorized the issuance of the Bonds in the amount of $6,295,000. The Bonds shall be numbered, shall be dated, shall mature, shall bear interest, shall be subject . to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture, in the form now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues of the Project. The Bonds shall not constitute an indebtedness, liability, general or moral obligation (except to the extent of the payments received under the Loan Agreement and pledged to the payment of the Bonds) or a pledge of the faith and credit or any taxing power of the Issuer, the State of Minnesota, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute the Indenture, on behalf of and under the corporate seal of the Issuer, and to deliver the Indenture to the Trustee, and hereby authorizes and directs the execution of the Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Bonds, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form D:\HPK IOO\009\RES\SALE.DOC 2 SALE RESOLUTION . . on file with the issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive-evidence of such determination. 4. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Loan Agreement, the Escrow Agreement and the Bond Purchase Agreement to be dated on or prior to closing (the "Bond Purchase Agreement") between the Issuer, the Borrower and Piper Jaffray Inc. (the "Underwriter"). When executed and delivered as authorized herein, the Loan Agreement, the Escrow Agreement and the Bond Purchase Agreement shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement, the Escrow Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer on the date hereof, and are hereby approved, with such necessary variations, omissions and insertions as do not materially affect the substance of the transaction and as the Mayor and City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 5. The Bonds shall be revenue obligations of the Issuer, the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, revenues received pursuant to the terms of the Loan Agreement and the other sources set forth in the Indenture. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Mayor and City Manager of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including the Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 8. The Issuer has not participated in the preparation of the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), which Preliminary Official Statement is expected to be amended and completed to add certain pricing and other information (as so amended, the "Official Statement") and has made no independent investigation with respect to the information contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution and the use by the Underwriter, in connection with the sale of the Bonds of the Preliminary Official Statement and the Official Statement in the form on file with the Issuer. D:\HPK IOO\009\RES\SALE.DOC 3 SALE RESOLUTION . The Preliminary Official Statement and the Official Statement are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. 9. All covenants, stipulations, obligations, representations and agreements of the Issuer contained in this resolution or contained in the aforementioned documents shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred, and duties and liabilities imposed upon the Issuer or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer, or by such members, officers, board, body or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, representation or agreement of any officer, agent or employee of the Issuer in that person's individual capacity, and neither the members of the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Bonds, the aforementioned documents or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general obligation of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents and the Bonds, the Issuer has not obligated itself to payor remit any funds or revenues, other than the funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 10. Except as herein otherwise expressly provided, nothing in this resolution, the aforementioned documents or in the Bonds, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Issuer or any owner of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents, the Bonds and any provision thereof, being intended to be and being for the sole and exclusive benefit of the Issuer and any owner from time to time of the Bonds issued under the provisions of this resolution and the Indenture. 11. In case anyone or more of the provisions of this resolution, other than the provisions contained in the first two sentences of Section 3 hereof, or of the aforementioned documents or the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other D:\HPKIOO\009\RES\SALE.DOC 4 SALE RESOLUTION . 14. 15. provision of this resolution, the aforementioned documents or the Bonds, but this resolution, such documents and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The City Council of the Issuer, officers of the Issuer and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Bonds and the other documents referred to above for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds and the other documents referred to above, and this resolution. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any 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. All costs incurred by the Issuer in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the aforementioned documents or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Borrower or reimbursed by the Borrower to the Issuer. 16. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council on ()eltJiJer 1?J , 1997. By C:~~~~-~ Charles . Re epenning, ayor i) D:\HPKIOO\009\RES\SALE.DOC 5 SALE RESOLUTION