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1986-13RESOLUTION NO. 86-13 RESOLUTION AMENDING RESOLUTION NO. Qom --2985 ADOPTED FEBRUARY 16, 1982, WITH RESPECT TO CITY OF HOPKINS COMMERCIAL DEVELOPMENT REVENUE BOND (STANDAL PROJECT), ISSUED IN THE ORIGINAL PRINCIPAL AMOUNT OF $900,000 WHEREAS, this Council adopted a resolution on February 16, 1982 (the "Bond Resolution"), approving the issuance and sale to the First National Bank of Hopkins (the *"Bank") of the City's Commercial Development Revenue Bond (Standal Project), issued in the original principal amount of $900,000 (the "Bond"), pursuant to a Loan and Purchase Agreement dated as of . February 1, 1982 (the "Loan Agreement"), among the City, John B. Standal (the "Original Borrower"), and the Bank; and WHEREAS, the Bond was issued in order to provide ® financing for the acquisition and construction of a commercial building in the City to be owned by the Original Borrower and leased to various tenants (the "Project"); and WHEREAS, the security for the Bond consists, inter © alia, of the Mortgage and Lease Assignment described in the Bond Resolution; and WHEREAS, the City assigned to the Bank its interests (other than to repayment of advances and expenses and rights of indemnity) in the Loan Agreement pursuant to a Loan Agreement Assignment dated as of February 1, 1982 (the "Loan Agreement Assignment"), from the City to the Bank; and WHEREAS, the Original Borrower has assigned his interest in the Project to Western Properties ("Western"), a Minnesota general partnership (the Original Borrower and Western together referred to as the "Borrower"), which assignee has assumed the obligations of the Original Borrower under the Loan Agreement, including without limitation the obligation to pay when due all principal of and interest on the Bond; and 10 WHEREAS, the Borrowers and the Bank have p oposed certain amendments to the Bond and the Loan Agreement, as set forth in the Agreement Amending Commercial Development Revenue Bond and Loan and Purchase Agreement dated as of February 1, 1986 (the "Amendatory Agreement"), among the City, the Borrowers and the Bank, the form of which Amendatory Agreement has been furnished to the City and is on file with the City Clerk; and -2- WHEREAS, a public hearing was duly called and held on the proposed amendments to the Bond and the Loan Agreement, notice of which hearing was duly published in the official newspaper at least 14 days in advance thereof, as provided by law; NOW, THEREFORE, Be it resolved by the City Council of the City of Hopkins as follows: 1. Findings. Based upon the representations of the Borrowers with respect to paragraphs (a) and (b), the City hereby makes the following findings: (a) The acquisition and construction of the Project, as described herein and in the Loan Agreement, have been completed in accordance with the provisions of the Loan Agreement; (b) The Bond is proposed to be revised, and 0 satisfactory arrangements have been agreed to between the Borrowers and the Bank, as owner of the Bond, for the modification of the Bond, as provided in the Amendatory Agreement; Q(c) There is no litigation pending or, to the best of the City's knowledge, threatened with respect to the Project, the Bond, the Loan Agreement or the Amendatory Agreement, which has not been fully disclosed in writing to the Bank; and (d) It is in the best interests of the City that the modification of the Bond, as provided in the Amendatory Agreement, be approved, which approval the City hereby finds to be necessary and desirable and in the public interest. 2. Approval and Execution of Documents. The form of Amendatory Agreement now on file with the City Clerk is approved. The Amendatory Agreement shall be executed in the name and on behalf of the City by the Mayor and the City Clerk, in substan- tially the form now 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 conclu- sively evidenced by the execution thereof. The Mayor, City Clerk and other officers of the City are authorized to execute and deliver, on behalf of the City, such other documents, certifi- cates or filings as are required by the Amendatory Agreement or by the Bank or Faegre & Benson, as Bond Counsel, iniconnection with the modification of the Bond, as provided in the Amendatory Agreement. -3- C • E 3. Certifications, etc. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Faegre & Benson, as Bond Counsel, to the Borrowers and to the Bank certified copies of all proceedings and records of the City relating to the Project and the Bond, and such other affidavits and certificates as may be required to show the facts appearing from the books and the records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits shall constitute representa- tions of the City as to the truth of all statements contained therein. 4. Continuing Validity and Effect of Bond Resolution. Except as amended hereby, the Bond Resolution is hereby.confirmed and shall remain in full force and effect from and after the date hereof. The term "Bond Resolution", as used hereafter with respect to the Bond, shall refer to. the Bond Resolution as amended hereby, together with any subsequent amendments or modifications thereto. City Clerk Adopted this 18th day of February, 1986, -4- Mayor