1996-081P
CITY OF HOPKINS
Hennepin County, Mirriesota
RESOLUTION NO. 96-81
A R.ESOIdUTION PRO'VIDiNG FOR THE ISSUANCE AND SALE Or
AN INDUSTRIAL, DEVELOPMENT REFUNDING RCYENUE BOND
ON BEHAIF OF WESTERN PROPERTIES FOR THE PURPOSE OF'
REFUNDING AN OUTSTANDING BOND OF THE CITY
BE IT RESOL~IF,D by the City Council of the City of Hopkins, Minnesota (the "City"), as
followso
1 o Authori . The City is, by the Constitution and laws of the State of lvlinnesota,
including Minnesota Statutes, Sections 469.152 to 469.165, as amended (the
'"Act"'), authorized to issue and sell its revenue bonds and refunding revenue bonds
for the purpose of ~naztcing and refinancing costs of authorized projects and to
enter into agreements necessary or convenient in the exercise of the powers
granted by the Act,
2. Authorization of Project: Documents Presented. Western Properties, a Minnesota
general partnership (the "Borrower'°), has proposed to this Council that the City
issue and sell its City of Hopkins Industrial Development Refuztdirag Revenue
.Bond (Wester, Properties Project) (the °'Bond") pursuant to the Act, rand loan the
proceeds thereof to the Borrower in order to refinance costs incurred in the
acquisition, construction and equipping of a commercial facility located at
152-174 Blake Road North in the City (referred to generally herein, together with
arty related site improvements, as the "'Project"), by causing to be refunded in full
the City°s outstanding Commercial Development Revenue Bond (Standal Project),
Series 1982, originally issued in the aggregate principal amount of $900,000, and
amended pursuant to an Agreement Amending Commercial Development
Revenue Bond aad loan and purchase Agreement, dated as of February 1, 1486,
and further amended pursuant to an Amendment and Consent, dated as of
September 1, 1996, and currently outstanding in an aggregate principal amount in
excess of $600,OU® (sometimes referred to generally as the °'Prior Bond"). Forms
of the following documents relating to the Bond have been submitted to the City
and are now ou file in the office of the City Clerk:
(a) loan and Purchase Agreement (the °'Loan Agreement") dated ds of
December 1, 1996 between the City, the Borrower and Century Bank
National Association (the °'Lender"), whereby the City agrees to make a
loan to the Borrower of the gross proceeds of sale of the Bond and the
Borrower agrees to provide fo: the refunding and redemption in whole of
the Prior Bond, as more fully provided thereizx, az~d to pay amounts in
repayment of the loan sufficient to provide for the full and prompt
payment of the principal of, premium, if any, and interest on the Bond
when due; and
(b) Loan Agreement Assignment dated as of December 1, 1996, between the
City and the Lender, assigning to the Lender as security for the Bond all of
the right, title and interest of the City in the Loan Agreement (except for
certain retained rights); and
(c) Combination Mortgage, Security Agreement and Fixture Financing
Statement (the "Mortgage"), dated as of December 1, 1996, from the
Borrower to the Lender, by which the Borrower grants, as security for the
payment of the Bond, a mortgage lien on and security interest in the
Project, as mortgaged thereunder, and as more fully described therein; and
(d) Assignment of Leases and Rents (the "Rent Assignment"), dated as of
December 1, 1996, from the Borrower to the Lender, by which the
Borrower grants, as further security for the payment of the Bond, an
assignment of the leases and rents of the Project; and
(e) Guaranty Agreement (the "Guaranty"), dated as of December 1, 1996,
from James Etter, John Harper III, Michael Harper, Peggy Kingston,
Terrence Kingston, Scott Rinn and Robert Strachota (collectively, the
"Guarantors") to the Lender, pursuant to which the Guarantors guarantee
to the Lender the prompt and full payment of the Bond and payment and
performance by the Borrower of all of its obligations under the Loan
Agreement.
3. Approval and Execution of Documents. The forms of agreements referred to in
paragraph 2, are approved. The Loan Agreement and the Loan Agreement
Assignment shall be executed in the name and on behalf of the City by the Mayor
and the City Manager, or executed or attested by other officers of the City, in
substantially the form on file, but with all such changes therein, not inconsistent
with the Act or other law, as may be approved by the officers executing the same,
which approval shall be conclusively evidenced by the execution thereof.
4. Approval, Execution and Delivery of Bond. The City shall proceed forthwith to
issue the Bond, in a principal amount of $600,000, in substantially the form and
upon the terms set forth in the Loan Agreement, which terms are for this purpose
incorporated in this resolution and made a part hereof. The Lender has agreed
pursuant to the provisions of the Loan Agreement, and subject to the conditions
therein set forth, to purchase the Bond at a price equal to 100% of the principal
amount thereof, and said purchase price is hereby found to be favorable and is
hereby accepted. The Mayor and City Manager are authorized and directed to
prepare and execute the Bond as prescribed in the Loan Agreement and to deliver
it to the Lender upon receipt of the purchase price therefor, and upon payment by
the Borrower of all costs and expenses of the City and its counsel in connection
with the transaction contemplated hereby. The Bond shall contain a recital that it
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is issued pursuant to the Act, and such recital shall to the extent permitted by law
be conclusive evidence of the validity and regularity of the issuance thereof
5. Certificates, etc. The Mayor, City Manager, City Clerk and other officers of the
City are authorized and directed to prepare and furnish to bond counsel and the
purchaser of the Bond, when issued, certified copies of all proceedings and
records of the City relating to the Bond, and such other affidavits and certificates
as may be required to show the facts appearing from the books and records in the
officers' custody and control or as otherwise known to them; and all such certified
copies, certificates and affidavits, including and heretofore furnished, shall
constitute representations of the City as to the truth of all statements contained
therein.
6. Authorization. The City Clerk and any other officer or employee of the City is
authorized and directed to deliver a certified copy of this Bond Resolution to the
Director of Property Taxation, together with such other information as the
Director of Property Taxation may require, and obtain the certificate of the
Director of Properly Taxation as to entry of the Bond on his bond register as and
to the extent required by Section 475.63, Minnesota Statutes.
7. Revenue Obligation of City. Under the provisions of the Act, and as provided in
the Loan Agreement, the Bond is not to be payable from nor charged upon any
funds other than amounts payable pursuant to the Loan Agreement, the Mortgage,
the Rent Assignment or the Guaranty which are pledged to the payment thereof;
no owners of the Bond shall ever have the right to compel the exercise of the
taxing power of the City to pay the Bond or the interest thereon, nor to enforce
payment thereof against any property of the City (other than the interest of the
City in the Loan Repayments to be made by the Borrower under the Loan
Agreement); and the Bond shall recite that such Bond, including interest thereon,
shall not constitute or give rise to a charge against the general credit or taxing
powers of the City.
8. No Individual Liability. 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 the City, or any
officer, agent or employee of the City in that person's individual capacity, and
neither the City Council nor any officer or employee executing the Bond shall be
liable personally on the Bond or be subject to any personal liability or
accountability by reason of the issuance thereof.
9. Sole Benefit of City and Holders of Bond. 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 Bond 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
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being for the sole and exclusive benefit of the City and any holder from time to
time of the Bond issued under the provisions of this resolution
10. Infirmity of Officer. In the event any of the officers of the City authorized to
execute documents on behalf of the City under this resolution shall have resigned
or shall for any reason be unable to do so, any member of the City, or officer of
the City, is hereby directed and authorized to do so on behalf of the City, with the
same effect as if executed by the officer authorized to do so in this resolution.
1 1. Effective Date. This Resolution shall take effect immediately.
Adopted by the City Council of the City of Hopkins t 17th day of December, 1996.
ATTEST:
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_ Te ry 0 maier, City Clerk
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Charles D. Redepenning, Mayor
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