1995-059
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EQUIPMENT LEASE REVENUE NOTE RESOLUTION 95-59
CITY OF HOPKINS, MINNESOTA
August 1, 1995
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TABLE OF CONTENTS
ARTICLE I
Definitions And Rules Of Interpretation
Section 1.01. Definitions
Section 1.02. Rules of Interpretation
ARTICLE II
The Notes
Section 2.01. Authorization of the Notes
Section 2.02. Details of Notes
Section 2.03. Form of Notes
Section 2.04. Delivery of Notes
Section 2.05. Execution of Notes; Status as Limited Special Obligations
Section 2.06. Registration of Notes
ARTICLE III
Redemption Of Notes
Section 3.01. Optional Redemption of Notes
Section 3.02. Notice of Redemption
Section 3.03. Notes Due and Payable on Redemption Date; Interest Ceases to Accrue
Section 3.04. Cancellation
ARTICLE IV
Revenues And Funds
Section 4.01. Application of Note Proceeds
Section 4.02. Program Fund
Section 4.03. The Note Fund
Section 4.04. Source of Payment of Notes
ARTICLE V
Default Provisions And Remedies
Section 5.01. Defaults; Events of Default
Section 5.02. Remedies; Rights of Note holders
Section 5.03. Appointment of Receivers
ARTICLE VI
Covenants
Section 6.01. Payment of Principal and Interest
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Section 6.02. Performance of Covenants: the Issuer
Section 6.03. Issuer Not To Adversely Affect Exempt Status Of Interest
On The Notes
Section 6.04. Supplements
ARTICLE VII
Miscellaneous
Section 7.01. Limitation of Rights
Section 7.02. Resolution a Contract
Section 7.03. Approval of Related Documents
Section 7.04. Severability
Section 7.05. Issuer's Obligations Limited
Section 7.06. Further Action
Section 7.07. Repeal of Conflicting Resolutions
Section 7.08. Applicable Provisions of Law
Section 7.09. Designation as Qualified Tax-Exempt Obligations
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AUTHORIZING RESOLUTION
NOTE RESOLUTION 95-59
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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 LEASE/PURCHASE AGREEMENT,
AND OTHER MATTERS RELATING THERETO.
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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 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, 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
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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.
"Assignment Agreement" 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. U
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"Borrower" means The Blake School, a notipr6fircorporation 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 lawsof 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 iti 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.
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AUTHORIZING RESOLUTION
(vi) Money market funds which are fully invested in any of the securities
described in clauses (i) through (iii), inclusive, and (v).
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"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.
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"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 LeaseIPurchase 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 of a 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: .f-~
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( a) Notes canceled after purchase in the open market or because of payment at
or redemption prior to maturity; and
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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 of Interpretation. 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
"herewith" 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.
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ARTICLE II
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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 t~ \
governmental Issuer or any usage or requirement of law with respect thereto. ~'
Theprincipal 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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AUTHORIZING RESOLUTION
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(FORM OF NOtE)
No.
$
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF HOPKINS
EQUIPMENT LEASE REVENUE NOTE
(THE BLAKE SCHOOL PROJECT)
RATE
NOTE DATE
6.593%
August 1, 1995
REGISTERED HOLDER:
PRINCIPAL AMOUNT:
The City of Hopkins (the "Issuer"), 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 1st day of February, 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
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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 LeaseIPurchase Agreement, and all fees, . income, revenues,
issues, profits and other sums of money payable thereunder (the "Revenues").
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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 OBLIGATIONS OF THE ISSUER. THE
PRINCIP AL OF AND PREMIUM, IF ANY, AND INTEREST ON THE NOTES IS PAY ABLE
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 OBLIGATION 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 OBLIGATED TO PAY THE PRINCIPAL 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 r''l
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
York 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.
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AUTHORIZING RESOLUTION
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This Note is transferable by the regist~r~d o~~'i. 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.
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AUTHORIZING RESOLUTION
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]
Attest:
City Manager
CITY OF HOPKINS, MINNESOTA
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Mayor ' ~
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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AUTHORIZING RESOLUTION
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INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER
Name ofTransferee(s)
Address ofTransferee(s)
Social Security or Tax
Identification Number of
Transferee( s)
Transferee is a(n):
Individual *
Partnership
Corporation
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
TEN ENT
JT TEN
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -
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........................ Custodian........................
(Cust) (Minors)
under Uniform Gifts to Minors
Act.. ......................
(State)
EXHIBIT A
Schedule Of Payments
[Same as Exhibit A to Note Resolution]
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AUTHORIZING RESOLUTION
Section 2.04. Delivery of Notes. Upon receipt of the purchase price for the Notes and c:.)
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 0
PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE NOTES IS PAYABLE r ,
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 OBLIGATION 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 STATE, NOR ANY POLITICAL
SUBDIVISION OF THE STATE SHALL BE OBLIGATED 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 V
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
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AUTHORIZING RESOLUTION
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transferees. The Issuer may, however~'close the bbok:s'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 will 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.
(t) 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 Destroved 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 Lease/Purchase Agreement, at a
redemption price equal to the amount set forth on Exhibit A attached hereto, plus accrued interest
to the date of redemption.
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AUTHORIZING RESOLUTION
S~ction 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.
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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.
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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
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AUTHORIZING RESOLUTION
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of the Issuer and do not constitute or cl"eateaI16bH'gation, 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 of the principal of or premium, 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
LeaseIPurchase 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,
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AUTHORIZING RESOLUTION
income, products and profits thereof; pending such proceedings, with such powers as the court
making such appointment shall confer.
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ARTICLE VI
Covenants
Section 6.01. Payment of Principal and Interest. The Issuer covenants that it will
promptly pay the principal of and i:t;lterest on every Noteissued 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 r~--~
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 Adverselv 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
Noteholders.
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AUTHORIZING RESOLUTION
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Exclusive of supplements set forth aboVe, andriai' 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 of the 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 LeaseIPurchase 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 J in
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 d~liver 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.
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AUTHORIZING RESOLUTION
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Section 7.04. Severability. 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.
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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. ~--~
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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 501(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.
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AUTHORIZING RESOLUTION
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Passed and approved this 1st day of AugUst, 199t3~~
Mayor ~
Attest:
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AUTHORIZING RESOLUTION
EXHIBIT A
... ...., It.
The Blake School
1995 Lease
Equipment Cost: $220.000 I i I r
..... ...
Net Interest ~QS 7.08%
. ~- ,., ..
.. Purchase
Payment Payment -. .. .. . .. -' . Option
..' --
Date Amount Interest Principal PriCe
-.. ....... . ., - -
- - . -
2/1/96 . 17,115.00 -- . . 9,479.81 214,219.08
-,.. 7,635.19
7,299.63 '.. . ,.
.. , 8/1/96 '7,115.00 9815.37 203,637.76
," .,.... " ,
~ .' , . .0' .. .
2/1/97 "17,115.00 8,952.20 10162.8 194733.71
- . . .- ..0 .. ....
8/1/97 17,115.00 6,592.46 10522.64 181,497.09
.. -
211JQ8 ,~. . ..... ....... 10895.01 ,.-
17,115.00 6.219.9Q 169,917.~ 7!
8/1/98 17.115.~' . .. 11280.68
5,B34.~ 157.,985.24
.. . eo,
2/1i99 17,115.00 5,435.03 11879.97 1"45,688.79
811/99 17,1f~~oo 5,02.1.59 12093.41 , .133,017.30
~FilOO . ,.0 -12521.48 119,959.33
17,115.00 4,593.52
_,..~1100 17,115.00 ~, 150.29 12964.71 '. 106,503.09
..
-" ~17, 115.00 .... ... . _0'- 92,638.43
2/1101 3,691.38 13423.62
8/1/01 ".'. . ... 3,216.22 ., ... 78,348.84
17,115.00 13898.78
2/1/02 .' 17,115.00 ," 2,724.24 14390.76 83,621.42
.
.. 17,115.00 .. - .
811/02 ~.214.85 14900.15 48,446.~.!
.... . .
1,687.42 ... ,-
2/1/03 8,958.00 7270.58 40,966.50
8,958.~g 1.~~30.06 . -, '..-
8/1/03 7527.94, . 33,257.98
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2/1/04 . . 8,958.00 "1,163.59 - 7794.41 25,314.35
'. 887.69 - . 8070.31 17, '28.~
8/1/04 S,958.00
,.. ," . .
8,958.00 .,' -" ,-
211.105 602.03 8355.97 8,892.88 '
-W1/OS . . .' . ..... '~
8,958.00 308.28 8651.72 1.00
..
1297,658.00 $77,658.00 $220,00(:':00 .. -
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