1991-068
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CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 91-68
Authorizing the issuance of the City of
Hopkins, Minnesota, Mul tifamily Housing
Revenue Refunding Bonds (Auburn
Apartments Project), Series 1991~
WHEREAS, the City of Hopkins, Minnesota (hereinafter
the "City") is duly organized and existing as a home rule charter
city under the Constitution and laws of the State of Minnesota:
and
WHEREAS, pursuant to the Constitution and laws of the
State of Minnesota, particularly Minnesota Statutes, Chapters
A62A and 462C, as amended (the "Acts"), the City is authorized to
catry out the public purposes described therein and contemplated
thereby by issuing i~s revenue bonds to defray, in whole or in
part, the development costs of a multifamily housing development,
and by entering into any agreements made in connection therewith
and pledging them as security for the payment of the principal of
and interest on any such revenue bonds: and
WHEREAS, the Ci ty issued its $5,600,000 Mul tifamily
Housing Development Revenue Bonds (Auburn Apartments Project),
Series 1~83(the"OriginalBondst'), to provide funds to finance a
136-uni t multifamily housing development (the "Project") in the
City: and
WHEREAS, the Project is a
development" as defined in the Acts: and
"multifamily housing
WHEREAS, the City .issued its $5,375,000 Collateralized
Housing Development Revenue Refunding Bonds (Auburn Apartments
Project), Series 1988 (the "Prior Bonds"), in order to refund the
9riginalBonds and refinance the Project; and
WHEREAS, the Prior Bonds are subject to optional
redemption on September 1, 1991, at a redemption pr ice of 100
percent (100%) of the outstanding principal am04nt thereof: and
WHEREAS, the owner of the Project, Auburn Limited
Partnership# a Minnesota limited partnership, has requested the
City to issue refunding bonds in order to refinance the Project
and redeem the Prior Bonds on September 1, 1991;
WHEREAS, neither the State of Minnesota nor any
political subdivision thereof (other than the City and then only
to the extent of the trust estate pl'edged in the Indenture
hereinafter described) shall be ,~iable on such refunding bonds~
and such refunding bonds shall not be a debt of the State of
Minnesota or any political subdivision thereof (other than the
City and then only to the extent of the trust estate pledged in
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the Indenture), and in any event shall not give rise to a charge
against the general creditor taxing power of the City, the State
of Minnesota# or any political subdivision thereof;
NOW, THE~EFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF HOPKINS, MINNESOTA:
Section 1. The City hereby finds, determines, and
declares that it is in the best interest of the City that it (1)
issue its Multifamily Housing Revenue Refunding Bonds (Auburn
Apartments Project), Series 1991, in an aggregate principal
amount not exceeding $5,195,000 (the "Bonds"), (2) provide for
the use of the Bond proceeds by the Ci ty to make a loan ( the
"Loan") to Auburn Limited Partnership, a Minnesota limited
partnership (the "Companytt) in accordance with the provisions of
a Loan Agreement, dated as of June 1, 1991, by and between the
Company and the Ci ty (the ttLoan Agreement") and (3) to provide
for. disbursement of and security for the Loan pursuant to the
terms of an Indenture of Trust, dated as of June 1, 1991 (the
UIndenture"), by and between the City and National City Bank of
Minneapolis (the "Trustee"), in order to refinance the Project
and redeem the Prior Bonds on September 1, 1991.
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Section 2. There is hereby authorized the issuance of
the Bonds which shall be dated, mature and bear interest from the
dated date payable on the interest payment dates, in the amounts
and at the rates set forth in the Indenture. The Bonds shall be
in such denominations, shall be numbered, shall be subject to
redemption prior to maturity, shall be in such form and shall
have such other details and provisions as are prescribed by the
Indenture: provided, however, that the interest rates per annum,
not to exceed for any maturity 8.00 percent per annum, the years
of maturity not to exceed June 1, 2021 for any Bond, and the
principal amount of Bonds subject to mandatory redemption in any
years, shall be established pursuant to. the marketing of the
Bonds and as approved by the Mayor of the City (the tlMayor") and
the City Manager of the City (the "Manager").
Section 3. The Bonds shall be special obligations of
I the City payable solely from the repayments of the Loan and other
amounts included in or derived from the trust estate described in
the Indenture. The Bonds do not c'onstitute an indebtedness,
liability, general or moral obligation (except to the extent of
the trust estate pledged under the Indenture) or a pledge of the
faith and credit or any taxing power of the City, tqe State of
Minnesota, or any political subdivision thereof. The City hereby ,
authorizes and directs the Mayor and the Manager to execute, on
behalf of and under the corporate seal of the City, the
Indenture, and to deliver to the Trustee the Indenture, and
hereby authorizes and directs the execution of the Bonds in
accordance with the Indenture, and hereby provides that the
Indenture shall set forth the terms and conditions, covenants,
, O. rights, obligations, duties, and agreements of the "bondholders,
the 'City, and the Trustee.
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All of the prov~s~ons of the Indenture, when executed
as authorized herein, shall be in full force and effect from the
date of execution and delivery thereof. The Indenture shall be
substantially in the form on file with the City on the date
hereof, and is hereby approved, wi th such necessary and
appropriate variations, omissions, and insertions as do not
mater ially affect the substance of the transaction and as the
Mayor and Manager, in their discretion, shall determine; provided
that the execution thereof by the Mayor and Manager shall be
conclusive evidence of such determination.
Section 4. The Mayor and the Manager are hereby
authorized and directed to accept the offer of Miller & Schroeder
Financial, Inc. (the hUnderwriter") contained in the Bond
Purchase Agreement, dated as of the date hereof (the "Bond
Purchase Agreement"), to execute the Bond Purchase Agreement on
behalf of the City under the corporate seal of the City, and to
deli ver the Bond Purchase Agreement to the Underwr iter. The
Mayor and Manager are hereby author ized and directed to execute
and deliver the Remarketing Agreement, dated as of June 1, 1991
(the "Remarketing Agreement") by and between the City, the
Underwr iter, the Company and the Trustee, and the Continuing
Disclosure Agreement, dated as of June 1, 1991 (the "Disclosure
Agreement" ), by and between the Ci ty, the Trustee, the Company
and the "Bank" na~ed therein. All of the provisions of the Bond
Purchase Agreement, Remarketing Agreement and Disclosure
Agreement when executed and delivered as authorized herein, shall
be in full force and effect' from the date of execution and
delivery thereof. The Bond Purchase Agreement, Remarketing
Agreement and Disclosure Agreement shall be substantially in the
form on file wi th the Ci ty on the date hereof, and are hereby
approved, with such necessary and appropriate variations,
omissions, and insertions as do not materially affect the
substance of the documents and as the Mayor and Manager, in their
discretion, shall determine: provided that the execution thereof
by the Mayor and the Manager shall be conclusive evidence of such
determination.
Section 5. The Mayor and Manager are hereby authorized
and directed to execute and deliver the Loan Agreement and,when
executed and delivered as authorized herein, the Loan Agreement
shall be in full force and effect from the date of execution and
delivery thereof. The Loan Agreement shall be sllbstantially in
the form on file with the City on the date hereof, and is hereby
approved, with such necessary variations, omissions and
insertions as do not materially affect the substance of the
transaction and as the Mayor and Manager, in their discretion,
shall determine; provided that the execution thereof by the Mayor
and Manager shall be conclusive evidence of such determination.
Section 6. The Mayor and Manager are hereby authorized
and directed to execute and deliver the Regulatory Agreements,
dated as of June 1, 1991 and pertaining to the two separate sites
constituting the Project (collectively, the "Regulatory
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Agreement") between the Ci ty, Trustee and Company and, when
executed and delivered as authorized herein, the Regulatory
Agreement shall be in full force and effect from the date of
execution and delivery thereof. The Regulatory Agreement shall
be substantially in the form on file with the City on the date.
hereof, and is hereby approved, with such necessary variations,
omissions, and insertions as do not materially affect the
substance of the transaction and as the Mayor and Manager, in
their discretion, shall determine: provided that the execution
thereof by the Mayor and Manager shall be conclusive evidence of
such determination.
Section 7; The Mayor and Manager are hereby authorized
and directed to execute and deliver the Escrow Agreement, dated
as of June 1, 1991 (the Escro~ Agreemertt), between the City, the
Company and First Trust National Association, and, when executed
and delivered as provided herein, the Escrow Agreement shall be
in full force and effect from the date of execution and delivery
thereof. The Escrow Agreement shall be substantially in the form
on file with the City on the date hereof, and is hereby approved,
with such necessary variations, omissions, and insertions as do
not materially affect the substance of the transaction and as the
Mayor and Manager, in their discretion, shall determine; provided
that the execution thereof by the Mayor and Manager shall be
conclusive evidence of such determination.
Section 8. All covenants, stipulations, obligations,
representations, and agreements of the Ci ty contained in this
resolution or contained in the Indenture, Loan Agreement,
Regulatory Agreement, Bond Purchase Agreement, Remarketing
Agreement, Disclosure Agreement, Escrow Agreement or other
documents referred to above shall be deemed to be the covenants,
stipulations, obligations, representations, and agreements of the
City to the full extent authorized or permitted by law, and all
such covenants, stipulations, obligations, representations, and
agreements shall be binding upon the Ci ty. Except as otherwise
provided in this resolution, all rights, powers, and privilege~
conferred, and duties and liab.ilities imposed upon the City or
the City Council by the provisions of this resolution or of the
Indenture, the Loan Agreement# the Regulatory Agreement, the Bond
Purch~se Agreement, the RemarketingAgreement, the Disclosure
Agreement, Escrow Agreement or other documents referred to above
shall be exercised or performed by the City, 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 Indenture, the Loan
Agreement, the Regulatory Agreement, the Bond Purchase Agreement,
the Remarketing Agreement, the Disclosure Agreement, Escrow
Agreement or other documents referred to above shall be deemed to
be a covenant, stipulation, obligation, representation, or
agreement of any officer, agent, or employee of the City in that
person's individual capacity, and neither the members of the City
Council of the City nor any officer or employee executing the
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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 Indenture, the Loan. Agreement, the Regulatory Agreement,
the Bond Purchase Agreement, the Remarketing Agreement, the
Disclosure Agreement, Escrow Agreement, the Bonds or in any other
document related to the Bonds, and no obligation therein or
herein imposed upon the City or the breach thereof, shall
constitute" or give rise to a general obligation of the City or
any charge upon its general credit or taxing powers. In making
the agreements, provisions, covenants and representations set
forth in the Indenture, the Loan Agreement, the Regulatory
Agreement, the Bond Purchase Agreement, the Remarketing
Agreement, the Disclosure Agreement, Escrow Agreement, the Bonds
or in any other document related to the Bonds, the City has not
obligated itself to payor remi t any funds or revenues, other
than the trust estate described in the Indenture.
Section 9. The Ci ty hereby consents to the
distribution of the Preliminary Official Statement relating to
the Bonds, substantially in the form on file wi th the Clerk on
the date hereof. The City hereby consents to the use by the
Underwriter in connection with the sale of the Bonds of the Final
Official Statement, substantially in the for~of the Preliminary
Official Statement on file wi th the Clerk; provided that the
Mayor may consent to such variations, omissions, and insertions
as are not materially inconsistent with the form on file with the
Clerk on the date hereof. The Preliminary Official Statement and
the Final Official Statement are the sole materials consented to
by the City for use in connection with the offer and sale of the
Bonds. The City has consented to the distribution of the
Preliminary Official Statement and Final Official Statement, but
has not participated in the preparation of such documents, made
any independent investigatioh or review of the same, or approved
such documents, or information contained therein, and assumes no
responsibili ty for the sufficiency, accuracy or completeness of
such documents, except for the information contained therein
under the caption ttTHE ISSUER."
Section lO. Except as herein otherwise expressly
provided, nothing in this resolution or in the Indenture,
expressed or implied, is intended or shall be construed to confer
upon any person, firm, or corporation other than the City, the
holders of the Bonds,' the Trustee, and the Company to the extent
expressiy provided in the Indenture, any right, remedy, or claim,
legal or equitable, under and by reason of this resolution or any
provision hereof or of the Indenture or any provision thereof.
This resolution, the Indenture and all of their provisions are
intended to be for the sole and exclusive benefit of the Ci ty,
the" holders from time to time of the Bonds issued under the
provisions of this resolution and the Indenture, and the Company
to the extent expressly provided in the Indenture.
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Section 11. In case anyone or more of the provisions
of this resolution or of the Indenture or of the Bonds issue'd
hereunder shall for any reason be held to be ,illegal or invalid,
such illegality or invalidity shall not affect any other
provision of this resolution or of the Indenture or of the Bonds,
but this resolution, the Indenture, and the Bonds shall be
construed as if such illegal or invalid provision had not been
contained therein. The terms and conditions set forth in the
Indenture, the creation of the funds provided for in the
Indenture, the provisions relating to the application of the
proceeds derived from the sale of the Bonds pursuant to and under
the Indenture, and the application of all revenues, collateral,
and other monies are all commitments, obligations, and agreements
on the part of the Ci ty contained in the Indenture, and the
invalidi ty of the Indenture shall not affect the commi tments,
obligations, and agreements on the part of the Ci ty to create
such funds and to apply said revenues, other monies, and proceeds
of the Bonds for the purposes, in the manner, and according to
the terms and conditions described in the Indenture, it being the
intention hereof that such coromi tments on the part of the. Ci ty
areas binding as if contained in this resolution separate and
apart from the Indenture.
Section 12. The City Council of the City, officers of
the City, and attorneys and other agents or employees of the City
are hereby authorized to do all acts and things required of them
by orin connection with this resolution and the Indenture 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, the Indenture and the other' documents
referred to above, and this resolution.
S e c t ion 13. The Ma yo rand Ma na g era rea u tho r i zed and
directed to ~xecute and deliver any and all certificates,
agreements or other documents which are required by the
Indenture, the Loan Agreement, the Bond Purchase Agreement, the
Regulatory Agreement, the Remarketing Agreement, the Disclosure
Agreement, the Escrow Agreement or any other certificates or
documents which are deemed necessary by bond counsel to evidence
the validity or enforc~ability of the Bonds, the Indenture or the
other documents referred to in this resolution, or to evidence
compliance with Section l42 or Section 148 of the Internal
Revenue Code of 1986, as amended; and all such agreements or
representations when made shall be' deemed to be agreements or
representations, as the case may be, of the City.
Section 14. If for any reason the Mayor is tinable to
execute and deliver those documents referred to in this
resolution, any other member of the City Council of the City 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 Manager of the City is unable to execute and deliver
the documents referred to in this resolution, such documents may
be executed and deli vered by any other off icer of the Ci ty or
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member of the City Council with the same force and effect as if
such documents were executed and delivered by the Manager of the
City.
Section 15. All costs incurred by the City in
connection with the issuance, sale and delivery of the Bonds and
the executio~ and delivery of the Indenture, the Loan Agreement,
the Regulatory Agreement, the Bond Purchase Agreement, the
Remarketing Agreement, the Disclosure Agreement, the Escrow
Agreement or any other agreement or instrument relative to the
Bonds, whether or not actually issued or delivered, shall be paid
by the Company or reimbursed by the Company to the City.
Section 16. This resolution shall be in full force and
effect from and a.fter its passage.
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Adopted by the City Council on May 21, 1991.
Mayor
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City Clerk
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