Loading...
Item 84-160 Resolution 84-3175City Council City of Hopkins 1010 South First Street Hopkins, MN 55343 1010 FIRST STREET SOUTH • HOPKINS, MINNESOTA 55343 • 612/935 -8474 Southwest Fidelity State Bank of Edina 7600 Parklawn Avenue Edina, MN 55435 Re: $300,000.00 The City of Hopkins, Minnesota Commerical Development Revenue Note (Michael J. Briggs Project) Gentlemen: 1. Minnesota Statutes, Chapter 474, as amended; CITY OF HOPKINS December 28, 1984 I am the attorney for the City of Hopkins, Minnesota (the "City ") in connection with the sale of the $300,000.00 Commercial Development Revenue Note (Michael J. Briggs Project) (the "Note "), by the City to finance the reconstruction of an existing commercial property for use as an office building (the "Project ") in the City of Hopkins. As such I have examined the following: 2. Applicable ordinances, resolutions, charter, policies, rules and regulations of the City; 3. The resolution of the City relating to the Note and adopted on October 20, 1981 (the "Preliminary Resolution "), and the Resolution adopted December 22, 1984 (the "Note Resolution "); 4. A Disbursing Agreement with respect to the Note, dated as of the date of the Note, between Southwest Fidelity Bank of Edina (the "Bank "), Michael J. Brigggs, a resident of the State of Minnesota (the "Developer "), the City and Universal Title Insurance Company; 5. A Loan Agreement, dated as of the date of the Note and executed by the City and the Developers; 6. An Assignment of Loan Agreement, dated as of the date of the Note and executed by the City; 7. Such other documents, records, laws and regulations as I deemed relevant and necessary as a basis for the opinions set forth herein. • 1 Based on such examination and pertinent laws of the State of Minnesota, I am of the opinion that: 1. The City is a home rule charter city and political subdivision of the State of Minnesota existing under the Constitution and laws of the State of Minnesota. Every member of the City Council of the City has been duly and lawfully elected or appointed and is entitled to hold his office under the laws of the State of Minnesota. The City is authorized to adopt the Preliminary Resolution and the Note Resolution. 2. The City has complied with all procedural requirements with respect to the execution and delivery of the Note, Disbursing Agreement, Loan Agreement and Assignment of Loan Agreement, and the City has full power and authority to perform the obligations imposed by it pursuant to the Preliminary Resolution, Note Resolution, Disbursing Agreement, Loan Agreement and Assignment of Loan Agreement. 3. The City has duly authorized all necessary action to be taken by the City for the issuance and sale of the Note, the financing of the acquisition and construction of the Project pursuant to the Disbursing Agreement and the Loan Agreement and the execution, delivery, receipt and due performance of the Note, Disbursing Agreement, Loan Agreement and Assignment of Loan Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to, and consummate the transactions contemplated thereby. 4. The Note has been duly and validly authorized, executed and delivered by the City. The Disbursing Agreement, Loan Agreement and Assignment of Loan Agreement have been duly and validly authorized, executed and delivered by the City. 5. To the best of my knowledge, there are no legal or govenmental proceedings, pending or threatened, or any basis therefore, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity of the Note, the Disbursing Agreement, Loan Agreement or Assignment of Loan Agreement, or the transactions contemplated thereby. 6. To the best of my knowledge, the execution and delivery of the Note, Disbursing Agreement, Loan Agreement, Assignment of Loan Agreement, and the other documents and agreements of this transaction will not conflict with, result in a breach of, or constitute a default under any applicable law, court, or • JAM /jw administrative regulation, judgment, decree, order, statute, rule, ordinance or restriction or any agreement, indenture, mortgage, contract, indebtedness, lease, or other instrument to which the City is subject or by which it is or may be bound. RESOLUTION NO. 84 -3175 A RESOLUTION OF THE CITY COUNCIL IN AND FOR THE CITY OF HOPKINS, MINNESOTA ( "CITY ") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $300,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (MICHAEL J. BRIGGS PROJECT), ( "NOTE "), WHICH NOTE AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISBURSING AGREEMENT, A LOAN AGREEMENT, AND AN ASSIGNMENT OF LOAN AGREEMENT; APPROVING THE FORM OF A COMBINATION MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE; AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDER OF SAID NOTE WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, 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 develop- ment of economically sound industry and commerce to prevent so far as possible the emergence 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, factors necessitating the active promotion and development of economically sound industry and commerce.. are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population, and the need for development and use of land which will provide an adequate tax base to finance these increased costs; and WHEREAS, the City of Hopkins, Minnesota (the "City ") desires to expand the business and employment opportunities, and the available tax base of the City and to promote the redevelopment of property within the City; and WHEREAS, the City 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 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 1 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 authorize the City to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of construction, improvement, betterment, or extension of such project; and WHEREAS, the City has received from Michael J. Briggs, a resident of the State of Minnesota ( "Developer "), a proposal that the City finance a project for purposes consistent with the Act and the Ordinance, said project to consist of the reconstruction of an existing commercial property for use as an office building in the City (the "Project "); and WHEREAS, by Resolution No. 81 -2979, adopted on October 20, 1981, the City determined that, on the basis of information provided to it by the Developers and others, the effect of the Project, if undertaken, would be to encourage the development of economically sound commerce in the City, increase the assessed value of property within the City, increase current employment opportunities for residents of the City and surrounding areas, and to facilitate the redevelopment of property within the City, all to the benefit of the residents and taxpayers of the City; and WHEREAS, by Resolution No. 81 -2979 adopted on October 20, 1981, the City approved the proposal of the Developers that the City undertake to provide financing for the Project and gave preliminary approval of the Project, including the issuance, sale and delivery of the $300,000 Commercial Development Revenue Note (Michael J. Briggs Project), (the "Note "), subject to final approval by the City; and WHEREAS, the City proposes to finance the undertaking of said Project under the Act and the Ordinance by the issuance of the Note of the City under this resolution as hereinafter defined; and WHEREAS, the Note issued under this resolution will be secured by a mortgage and lien on said Project and a pledge and assignment of the Revenue Agreement; as hereinafter defined, and of the revenues derived by the City from the Revenue Agreement, and said Note and the interest on said Note shall be payable solely from the revenue pledged therefor and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the City or a charge against its or their general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in said Project, 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HOPKINS: 1. That the City Council of the City finds, determines and declares that the construction of the Project within the City will expand the business and employment opportunities within the City, will expand the tax base of the City, will promote the redevelopment of property within the City, and will generally aid and assist the City, the School District, and the County of Hennepin. 2. That for the purpose of financing the acquisition, construction and installation of the Project, there is hereby authorized the issuance, sale and delivery of the Note. The Note shall bear interest at the rate, shall be numbered, shall be dated, shall mature, 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 Exhibit A attached hereto. 3. That the Note shall be a revenue obligation of the City the proceeds of which shall be disbursed pursuant to the Disbursing Agreement, dated as of the date of the Note, and executed by First National Bank of Minneapolis (the "Lender "), the Developer, the City and Universal Title Insurance Company (the "Disbursing Agreement "), and the principal, premium, if any, and interest on which shall be payable solely from the revenues derived from the Loan Agreement, dated as of the date of the Note, and executed by the City and the Developers (the "Loan Agreement "). The Mayor and the City Clerk of the City are hereby authorized and directed to execute and deliver the Note. 4. That the Disbursing Agreement, the Loan Agreement, and the Assignment of Loan Agreement, dated as of the date of the Note, and executed by the City (the "Assignment of Loan Agreement "), all in the form now on file with the Mayor are hereby approved. The City Clerk and Mayor of the City are hereby authorized and directed to execute and deliver the Disbursing Agreement, Loan Agreement, and Assignment of Loan Agreement. 5. That the Combination Mortgage Security Agreement and Fixture Financing Statement, dated as of the date of the Note, and executed by the Developer, is hereby approved in the form on file with the Mayor. 6. That upon approval by the Mayor, and concurrence by the City Attorney, amendments may be made to the aforementioned documents to the extent not inconsistent with this resolution. Such approval and concurrence shall be evidenced by the execution of the aforementioned documents by the Mayor and the delivery of the opinion of the City Attorney. 7. That the Mayor and City Clerk of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Note, including the No- Arbitrage Certificate, the Guaranty Agreement, the Subordination and Non-disturbance Agreement, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Note. 3 8. That all covenants, stipulations, obligations and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City, or such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of City Council, of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer executing the Note shall be liable personally on the Note or be subject to any personal liability or accountability by reason of the issuance thereof. 9. That except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any holder of the Note 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 and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holder from time to time of the Note issued under the provisions of this resolution . 10. That in case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Note issued 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 aforementioned documents, or of the Note, but this resolution, the aforementioned documents, and the Note shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 11. That the Note shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Note 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 Note 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 Note and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 12. That the officers of the City, the City, attorneys, engineers and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the 4 • aforementioned documents, and the Note for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Note, the aforementioned documents and this resolution. 13. That this resolution shall be in full force and effect from and after its passage. Adopted this 22nd day of December, 1984. J. SCOTT RENNE ROBERT F. MILLER City Clerk Mayor JERRE A. MILLER City Attorney I hereby certify that the foregoing Resolution is a true and correct copy of the resolution presented to and adopted by the Council of the City of Hopkins at a duly authorized meeting thereof held on the 22nd day of December, 1984, as shown by the minutes of said meeting in my possession. 5 City Clerk