Resolution 83-3110Councilmember, Lavin introduced the following
Resolution and moved its adoption:
RESOLUTION NO.
83 -3110
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HOPKINS, MINNESOTA APPROVING THE ISSUANCE AND SALE
OF $3,500,000 AGGREGATE PRINCIPAL AMOUNT OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS (ADVANCE
CIRCUITS, INC. PROJECT) SERIES 1983 OF THE CYTY OF
HOPKINS; AUTHORIZING EXECUTION OF A TRUST
INDENTURE, LOAN AGREEMENT, AND BOND PURCHASE
AGREEMENT AND AUTHORIZING THE USE OF AN OFFICIAL
STATEMENT, ALL RELATING TO THE SERIES 1983 BONDS.
Be it ordained by the Council of the City of Hopkins,
Minnesota as follows:
1. It has been proposed that the City issue its.
Industrial Development Revenue Bonds (Advance Circuits, Inc.
Project) Series 1983, to be dated the date of issuance and
delivery thereof (the "Bonds to finance the acquisition and
installation of equipment and related fixtures in the City on
behalf of Advance Circuits, Inc., a Minnesota corporation (the
"Borrower The following documents relating to the Bonds have
been submitted to the Council and are now or shall be placed on
file in the office of the Secretary to the Council:
(a) Loan Agreement, dated December 1, 1983 proposed
to be made and entered into between the City and the
Borrower;
(b) Trust Indenture, dated December 1, 1983 (the
"Indenture proposed to be made and entered into between
the City and National City Bank of Minneapolis, in
Minneapolis, Minnesota, as Trustee;
(c) Preliminary Official Statement dated
November 21, 1983 relating to the offer and sale of the
Bonds;
(d) an Official Statement dated December 20, 1983
relating to the offer and sale of the Bonds; and
(e) Bond Purchase Agreement proposed to: be made and
entered into between the City, the Borrower and the
purchaser of the Bonds.
2. It is hereby found, determined and declared that:
(a) The Project to be financed by the Bonds
constitutes a "Project" authorized by Section 474.02
subdivision la, Minnesota Statutes;
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(b) The issuance of the Bonds is authorized by
Minnesota Statutes Chapter 474 (the "Act and it is
necessary and desirable that the Bonds in an amount not to
exceed $3,500,000 be issued by the City upon the terms set
forth in the Indenture, under the provisions of which
Indenture the City's interest in the Loan Agreement and
the payments thereunder will be pledged to the Trustee as
security for the payment of principal and interest on the
Bonds;
(c) The payments required by the Loan Agreement are
fixed and required to be revised from time to time as
necessary, so as to produce income and revenues sufficient
to provide for prompt payment of principal of and interest
on all Bonds issued under the Indenture when due, and the
Loan Agreement also provides that the Borrower is 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 Loan Agreement; and
(d) Under the provisions of Minnesota Statutes,
Section 474.10, and as provided in the Loan Agreement and
Indenture, the Bonds are not to be payable from nor
charged upon any funds other than the revenues pledged to
the payment thereof; the City is not subject to any
liability thereon; no holders of the Bonds shall ever have
the right to compel any exercise of the taxing powers of
the City to pay any of the Bonds or the interest thereon,
nor to enforce payment thereof against any property of the
City; the Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable upon any property of the
City; each Bond issued under the Indenture shall recite
that the Bonds, including interest thereon, are payable
solely from the revenue pledged to the payment thereof;
and no Bond shall constitute a debt of the City within the
meaning of any constitutional or statutory limitation.
3. The forms of Loan Agreement Indenture, Preliminary
Official Statement and the Official Statement referred to in Para-
graph 1 are approved. Said documents are directed to be executed
in the name and on behalf of the City by the Mayor and City
Manager, in substantially the form on file, but with such changes
therein, not inconsistent with the Act or other law, as may be
approved by the Mayor, City Manager or City Attorney, which
approval shall be conclusively evidenced by the execution thereof.
The form of the Bond Purchase Agreement, including the Letter of
Representation contained therein, referred to in Paragraph 1 is
approved. Said document or the Letter of Representation, or both,
is directed to be executed in the name and on behalf of the City
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by the Mayor and the City Manager, in substantially the form on
file, but with such changes therein not inconsistent with the Act
or other law, as may be approved by the Mayor, City Manager or
City Attorney, which approval shall be conclusively evidenced by
the execution thereof and which changes may include specifically
those changes necessary to reflect a sale of the Bonds to a
financial institution with Dougherty, Dawkins, Strand Yost
Incorporated acting as placement agent. The Mayor and C ty
Manager are also hereby directed to execute an official statement
substantially in the form of the Preliminary Official Statement,
but with such changes therein, not inconsistent with the Act or
other law, as may be approved by the Mayor, City Manager or the
City Attorney, which approval shall be conclusively evidenced by
the execution thereof, which changes may include, subsequent to
the execution of the Official Statement in connection with the
issuance of the Bonds, those necessary for an official statement
to be used in connection with a possible remarketing of the Bonds
on or about April 15, 1984. The execution of such subsequent
official statement is hereby authorized and directed. Copies of
all of the documents shall be delivered, filed and recorded as
provided therein. The City hereby consents to the distribution of
the Preliminary Official Statement to prospective purchasers of
the Bonds and the preparation and distribution of final Official
Statements, but assumes no responsibility for the contents
thereof.
4. The Bonds to be issued pursuant to the Indenture shall
be $3,500,000 in principal amount and shall mature on the dates
and in the amounts and bear interest at the rates as set forth in
such draft of the Indenture on file. Subject to the foregoing the
Mayor and City Manager are authorized to approve the final terms
and conditions of the Bonds, such approval to be conclusively
evidenced by their execution and delivery of the Indenture and to
execute and deliver an election to issue industrial development
bonds in an aggregate amount exceeding $1,000,000 but not
exceeding $10,000,000 pursuant to the Internal Revenue Code of
1954, as amended. The City expressly authorizes the appointment
of the Indexing Agent pursuant to the Indenture for the purpose of
establishing an Index Rate, as defined therein to set the rate of
interest on the Bonds on and after April 15, 1984.
5. The Mayor and City Manager are further authorized and
directed to prepare and execute the Bonds as prescribed in the
Indenture and to deliver them to the Trustee, together with a
certified copy of this Resolution and other documents required by
the Indenture for authentication and delivery to the Underwriter.
The Mayor, City Manager and other officers of the City are
authorized and directed to prepare and furnish all documents,
necessary in connection with the issuance of the Bonds to the
purchaser of the Bonds and Lindquist Vennum, bond counsel,
certified copies of all proceedings and records of the City
relating to the Bonds, and such other affidavits and certificates
as may be required by bond counsel, and approved by the City
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Attorney, to show the facts relating to the legality and market-
ability of the Bonds (including in connection with possible
remarketing of the Bonds on or about April 15, 1984 those
necessary to confirm those executed in connection with the
issuance of the Bonds).
6. In connection with the issuance and sale of the Bonds,
the Borrower may indemnify and agree to reimburse time purchaser of
the Bonds for its losses in a stated amount in the event that the
interest on the Bonds is determined to be taxable. Such agreement
and reimbursement is hereby approved by the City; however, the
City assumes no liability whatsoever for the payment thereof.
Adopted by the City Council, the City of Hopkins, Minnesota this
20th day of December, 1983.
Attest:
City Clerk
Signed:
Mayor
The motion for the adoption of the foregoing Resolution
was duly seconded by Councilmember AndPrscn and
upon vote being taken thereon the following voted in favor
thereof:
Lavin, Anderson, Milbert, Miller
and the following voted against the same:
None
Whereupon the Resolution was declared duly passed and adopted.
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