1990-108
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RESOLUTION NO. 90-108
RESOLUTION AUTHORIZING THE SALE AND ISSUANCE
OF TAXABLE SCHOOL LEASE REVENUE BONDS
(BARLEY HOPKINS PRESCHOOL PROJECT)
SERIES 1990 AND THE EXECUTION OF
NECESSARY DOCUMENTS
BE IT RESOLVED by the City Council (the "Council") of the City
of Hopkins, Minnesota (the "City"), as follows:
Section 1. Authorization and Recitals.
1. 01 Genera 1 Author i tv. Pursuant to Minnesota Statutes,
Sections 469.152 through 469.1651, as amended (the "Act"), the City
is authorized, after a public hearing and after approval by the
Minnesota Department of Trade and Economic Development as required
by the Act, to issue revenue bonds or notes for the purpose of
providing financing for the acquisition, construction and equipping
of projects consisting of real and personal property used or useful
in connection with a revenue producing enterprise engaged in any
business. HHP Inc., a Minnesota corporation (the "Company") has
submitted a proposal that the City issue its bonds to finance a
nonrecourse loan to the Company for the construction of a preschool
daycare center accessible by handicapped children to be located
within the corporate boundaries of the City (the "Project"). The
Project will be owned by the Company and leased to Independent
School District No. 270 of Minnesota (the "School District")
pursuant to a lease which terminates on July 31, 2011, subject to
earlier termination provided thereunder.
1.02 Proposed Bonds. Representatives of the Company have
proposed that the City, acting pursuant to the Act, issue and sell
its Taxable School Lease Revenue Bonds (Harley Hopkins Preschool
Project) Series 1990 in the aggregate principal amount not to
exceed $2,500,000 (the "Bonds") for the purpose of financing the
Project. Proceeds of the Bonds will be loaned by the City to the
Company, and the Company will agree to make payments sufficient to
pay the principal of, premium, if any, and interest on the Bonds
when due. The City will grant a security interest in certain
revenues and payments to be received by the City under the Loan
Agreement (as hereinafter defined) to Norwest Bank Minnesota,
National Association, its successors and assigns, as trustee (the
"Trustee") pursuant to an Indenture of Trust between the City and
the Trustee (the "Indenture"). The Bonds will be secured by, among
other things, a first mortgage lien on and security interest in the
Project pursuant to a Combination Mortgage, Security Agreement and
Fixture Financing Statement from the Company in favor of the
Trustee (the "Mortgage") and by an Assignment of Leases, Rents and
Revenues from the Company to the Trustee (the "Assignment").
1.03 Documentation.
r lating to the proj ect and
submitted to this Council and
the office of the City Clerk:
Forms of the following documents
the Bonds have been prepared and
are hereby directed to be filed in
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(a) a Loan Agreement (the "Loan Agreement"), proposed
to b dated September 1, 1990, and entered into between the
City and the Company;
(b) the Indenture;
(c) a form of Bond;
(d) a Bond Purchase Agreement (the "Bond Purchase
Agreement"), proposed to be entered into among Piper, Jaffray
& Hopwood Incorporated (the "Underwriter"), the City, th
School District and the Company;
(e) the Mortgage;
(f) the Assignment;
(g) a DiSbursing Agreement (the "Disbursing Agreement") ,
proposed to be dated September 1, 1990 among the Company, the
Trustee and Title Insurance Company of Minnesota as diSbursing
agent thereunder;
(h) the Application for Approval of Industrial
Development Bond Project to the Minnesota Department of Trade
and Economic Development (the "Application"); and
(i) a form of the Official Statement relating to the
Bonds (the "Official Statement").
Section 2. Aooroval of Pro;ect and Documents. The
acquisition, construction and equipping of the Project is her by
approved. The forms of the Loan Agreement, the Indenture, the
Bond, the Bond, Purchase Agreement, the Mortgage, the Assignment,
th DiSbursing Agreement, the Application and the Official
Statement are approved. The Mayor and the City Clerk are hereby
directed upon the request of the Company to execute such documents
on behalf of the City following approval of the Project pursuant
to the Act. Copies of all such documents shall be delivered, filed
and recorded as provided therein. The Mayor and the City Clerk are
also authorized and directed to execute such other instruments,
consents and certificates as may be required to give effect to the
transactions herein contemplated or to the transactions
contemplated by the herein described documents.
section 3. Submission of the Aoplication. Submission of the
Application to the Minnesota Department of Trade and Economic
Development is hereby approved.
section 4. Official Statement. The Bonds will be offered for
sal by the Official Statement, a draft of which has been presented
to this Council. The City hereby consents to the distribution of
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the Official statement on a preliminary and final basis in
substantially the form of such draft (duly completed to reflect the
terms of the Bonds herein authorized) to prospectiv purchasers of
the Bonds. The City has not participated in the preparation of the
Official statement or preliminary Official statement, has made no
independent investigation with respect to the information contained
therein and assumes no responsibility for the accuracy or
completeness of such information.
Section 5. The Bonds: Terms. Sale and Execution.
5.01 Authorization: Price. The City hereby authorizes the
issuance of the Bonds in the aforesaid aggregate principal amount
in the form and upon the terms set forth in the Indenture and this
Resolution. The Bonds are hereby authorized to be sold to the
Underwriter at the price and upon the terms contained in the Bond
Purchase Agreement.
5.02 Terms. All terms of the Bonds, including their interest
rates, series, dates, manner and medium of payment, registration
procedures, redemption dates, manner of execution, form and other
terms, covenants and conditions, shall be as provided in the
Indenture, which is hereby incorporated in its entirety herein and
shall constitute a part of this Resolution.
5.03 Execution. Upon approval of the Project pursuant to the
Act, the Mayor and the City Clerk are hereby authorized and
directed to execute the Bonds and the other documents referred to
above to the extent the City is a party thereto, as prescribed
herein and in the Indenture, and to deliver them to the Trustee,
together with a certified copy of this Resolution, the other
documents required in the Indenture, and such other certificates,
documents, consents and instruments as may be appropriate to effect
the transactions herein contemplated, but only upon satisfaction
of the conditions precedent to such issuance set forth in the
Indenture or the conditions precedent to the Underwriter's
obligation to purchase the Bonds set forth in the Bond Purchase
Agreement.
5.04 Modifications. Absence of Officers. The approval hereby
given to the various documents referred to above, inclUding the
Bonds, includes an approval of such modifications thereto,
d let ions therefrom and additions thereto as may be necessary and
appropriate and approved by Bond Counsel, the City Attorney and
the Mayor prior to the execution and delivery of such documents.
Th execution of any instrument by the appropriate officer or
officers of the City herein authorized shall be conclusive evidence
of the approval of such documents in accordance with the terms
hereof. In the absence or disability of any officer or employee
of the City, any of the documents authorized by this Resolution to
be executed by such person may be executed by any other person who
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is approved by the City Attorney or who is otherwise permitted by
law to execute such documents.
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Section 6. Authentication of Proceedinqs. The Mayor, City
Clerk and other officers of the City are authorized and directed
to furnish to the Underwriter and Leonard, street and Deinard, as
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 to show the facts relating to the
legality and marketability of the Bonds as such facts appear from
th books and records in the officer's custody and control or as
otherwise known to them; and all such certified copies,
certificates and affidavits, including any heretofore furnished,
shall constitute representations of the City as to the truth of all
statements contained therein.
section 7. Limitations of the Citv's Obliqations.
Notwithstanding anything contained in the Bonds, the Loan
Agreement, the Indenture, the Application, the Official statement
or the Bond Purchase Agreement, the Bonds shall not constitute a
debt of the City within the meaning of any constitutional or
statutory limitation, and shall not be payable from nor charged
upon any funds other than the revenues pledged to the payment
thereof, and no holder of the Bonds shall ever have the right to
compel any exercise of the taxing power of the City to pay the
Bonds or the premium, if any, or interest thereon, or to enforce
payment thereof against any property of the City other than those
rights and interests of the City under the Loan Agreement which
have been pledged to the payment thereof. The agreement of the
City to preform the covenants and other provisions contained in
this Resolution or the Bonds, the Loan Agreement, the Indenture or
the Bond Purchase Agreement shall be subject at all times to the
availability of revenues furnished by or on behalf of the Company
sufficient to pay all costs of such performance or the enforcement
thereof, and the City shall not be subj ect to any persona 1 or
pecuniary liability thereon.
Adopted: September 18, 1990.
Approved:
Attest:
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215\TOLD\Final.Res
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