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1988-077 RESOLUTION NO. 88-77 . CITY OF HOPKINS A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE OF $5,375,000 COLLATERALIZED HOUSING DEVELOPMENT REVENUE REFUNDING BONDS (AUBURN APARTMENTS PROJECT), SERIES 1988 (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON ARE PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE OF TRUST RELATING THERETO; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT AND BOND PURCHASE AGREEMENT; APPROVING THE FORM OF A COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT AND AN OFFICIAL STATEMENT WHEREAS, the City of Hopkins, Minnesota (the "Issuer") is a home rule charter ,city, duly organized and existing 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, Chapter 462C, as amended (the "Act"), tre Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a multifamily rental 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 definition in the Act of "multifamily housing development" includes the Project (as hereinafter defined); and WHEREAS, the Issuer issued its $5,600,000 Collateralized Multifamily Housing Development Revenue Bonds (Auburn Apartments Project), Series 1983 (the "Series 1983 Bonds") on October 12, 1983, to provide funds to finance a multifamily rental housing development (the "Project") to be owned by Richard N eslund, an individual whose principal place of business is 742 Twelve Oaks Center, 15500 Wayzata Boulevard, Wayzata, Minnesota 55391 (the "Developer"); and . WHEREAS, the proceeds of the Series 1983 Bonds are subject to optional redemption on October 1, 1988, at a redemption price of 102 percent of the principal face amount of the Series 1983 Bonds outstanding and to be redeemed on such date; and WHEREAS, the Issuer he:>eby intends to authorize the issuance of its $5,375,000 Collateralized Housing Development Revenue Refunding Bonds (Auburn Apartments Project), Series 1988 (the "Bonds"), pursuant to the terms of an 1 . Indenture of Trust, dated as of September 1, 1988 (the "Indenture"), by and between the Issuer and First Trust National Association (the "Trustee"), and hereby intends to authorize the loan of the proceeds of the Bonds to the Developer pursuant to the terms of a Loan Agreement, dated as of September 1, 1988, between the Issuer and the Developer (the "Loan Agreement"), to provide money to affect the redemption of the Series 1983 Bonds, in whole, on October 1, 1988; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA, AS FOLLOWS: 1. The City Council of the Issuer hereby authorizes the issuance of the Bonds and corresponding purchase and reoffering of the Bonds by Miller & Schroeder Financial, Inc. (the "Underwriter") in accordance with the terms of the Indenture; provided, however, that the Issuer shall take no responsibility for or incur any liability in connection with such issuance. The Bonds are hereby authorized to be executed by the manual or facsimile signatures of the Mayor and City Manager of the Issuer (the "Mayor" and "Manager," respectively) as specified in the form of the Bonds contained in the Indenture. The Bonds shall mature on the following dates and in the following amounts, and bear interest at the rates provided below: Maturity Date Principal Interest (September 1) Amount Rate 1989 $ 50,000 5.50% 1990 65,000 5.75 1991 65,000 6.00 1992 70,000 0.25 1993 75,000 6.40 1994 5,050,000 6.75 2. The City Council of the Issuer hereby authorizes and directs the Mayor and Manager to execute and deliver the Indenture, and hereby provides that the Indenture shall provide additional terms and conditions, covenants, rights, obligations, duties and agreements of the bondholders, the Issuer and the Trustee as set forth therein. . All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and 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 Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion and upon advice of special counsel, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 3. The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase and Remarketing Agreement, dated August 16, 1988 (the "Bond Purchase Agreement"), between the Issuer, the Developer, the Underwriter and Midwest Federal Savings and Loan Association of Minneapolis ("Midwest Federal"). All of the provisions of the Loan Agreement and the Bond Purchase Agreement, when executed and delivered as 2 . authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 4. The form of the Combination Mortgage, Security Agreement and Fixture Financing Statement, dated September 1, 1988, from the Developer to the Trustee and Midwest Federal is hereby approved in substantially the form on file with the Issuer, which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion and upon advice of special counsel shall determine. 5. The Mayor and Manager of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents and certificates as are necessary or appropriate in connection with the issuance of the Bonds. 6. The Issuer hereby consents to the distribution of the Official Statement relating to the Bonds, in the form on file with the Issuer on the date hereof, provided that the Mayor may consent to such variations, omissions and insertions as are not materially inconsistent with such form. The Official Statement is the sole material consented to by the Issuer for use in connection with the offer and sale of the Bonds. The Issuer has not reviewed or approved any information or statements contained in the Official Statement or the appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same, except for the information contained therein under the caption "THE ISSUER". 1. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized 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 the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer or employee executing the 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 aforcnentioned documents, the Bonds or in any other document related to the Bonds, and no 3 . obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 8. 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 Issuer or any owner of the Bonds, 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 Issuer and any owner from time to time of the Bonds. 9. In case anyone or more of the provisions of this resolution, or of the aforementioned documents, or of the Bonds 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 Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. , 10. The officers of the Issuer and attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the Manager of the. Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by a member of the City Council or the City Clerk, respectively, with the same force and effect as if such documents were executed and delivered by the Manager of the Issuer. 11. passage. This resolution shall be in full force and effect from and after its . Adopted by the City Council of the City of Hopkins this 16th day of August, 198 \ SEAL AtL /' ~~ City lerk 4 . RESOLUTION . STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS } ) SS ) The undersigned duly qualified and acting City Clerk of the City of Hopkins hereby certifies the following: 1. The attached is a full, true and correct copy of the original Resolution No. 88-77, adopted August 16, 1988, and on file in the Office of the City Clerk. 2. The City Council meeting was held upon due call and notice and all members were present. 3. WITNESS my hand and the seal of the City. Dated: August 16, 1988 CIL HOPKINS .tZ'v a4f> /' City Clerk . 5