1994-087 • CITY OF HOPKINS
RESOLUTION NO. 94-87
A RESOLUTION OF THE CTTY OF HOPKINS AUTHORIZING
THE ISSUANCE, SALE AND DELIVER.Y OF THE $5, 750, 000
REVENUE BONDS, SERIES 1994 (THE BLAKE SCHOOL
PROJECT) AND APPROVING THE FOR.M OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF THE
BONDS AND THE RELATED DOCUMENTS.
WHEREAS , the purpose of the Minnesota Municipal Industrial Development Act,
Minnesota Statutes , Sections 469 .15 2 to 469 .1651, as amended ( the "Act" ), as found
and determi.ned by, the Legislature of the State of Minnesota, is to promote the
welfare of the State of Minnesota by the active attraction, encouragement and
development of economically sound industry and commerce to prevent so far as
possible the emergency of blighted and marginal lands and areas of chronic
unemployment, and for this purpose the State of Minnesota has encauraged aetion
by local governmental units; and �
WHEREAS, factors necessitating the active promotion and development of
economically sound industry and commerce are the inereasing 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 effect of these factors is intensified by the necessity of
withdrawing land for public use for highways, parks and open space reserves,
schools and playgrounds and other public enterprises needed to sustain proper
living conditions, communications, and mobility in an increasingly urba.n society;
and
WHEREAS, the City of Hopkins, Minnesota (the "Issuer" and the "City")
desires to expand the business and employment opportunities, and to promote the
redevelopment of property within the City; and
WHEREAS, the Issuer is authorized by the Aet to enter into a revenue
agreement with any person, firm or public or private corporation or federal or state
governmental person, firm or public or private corporation or federal or state
governmental subdivision or ageney 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 principa2 of and znterest on all bonds issued under the Act when due,
and the revenue agreement shall also provide that the contracting party shall be
required to pay all e�enses 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, aud
all taxes and special assessments levied upon or with respect to the projeet and
payable during the term of the revenue agreement; and
� WHER.EA,S, the Act further authorizes the Issuer to issus revenue bonds, in
anticipation of the collection of revenues of a projeet, to finance, in whole or in part,
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! the cost of acquisition, construction, reconstruction, improvement, betterment, or
extension of such project; and �
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i WHEREAS, the Issuer has received fram The Blake School, a Minnesota
i nonprofit corporation (the "Borrower"), a. proposal that the Issuer finance a project
, for purposes cflnsistent with the Act, said project to consist of remodeling
� approximately 45,000 square feet of space and constructing approximately 35,000
; square feet of additional space at the School's middle school facility (the "Project")
' located in the City; and
WHEREAS, the improvement of the Project will maintain and provide for an
increase in apportunities for employment for residents of the City, including
economically disadvantaged or unemployed individuals; and
WHEREAS, the Issuer has been advised by the Borrower that on the basis of
information submitted to them and their discussions with representatives of area
financial institutions and potential buyers of tax-exempt bonds, industrial
development revenue bonds of the Issuer cou2d be issued and sold upon favorable
rates and terms to finance the improvements of the Project; and "
WHEREAS, the Issuer has determined that, on the basis of information
provided to it by the Borrower and others, the Project furthers the purposes set
forth in the Act; and
WHEREAS, the Project is authorized by the Act and therefore, approval of this
Project by the Commissioner of the Minnesota Development of Trade and Economic
Development is expected to be obtained and such approval is a requirement under .
the Act before the Bonds can be issued; and "`�` ��
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� WHEREAS, neither the State of Minnesota nor any political subdivision thereof
i (other than the Issuer and then only to the extent of the trust estate pledged in the
Indenture (as hereinafter defined) ) sha11 be lia.ble on the Bonds, and the Bonds shall
not be a debt of the State of Minnesota or any political subdivision thereof (other
than the Issuer and then only to the extent of the trust estate pledged in the '
Indenture) , and in any event shall not give rise to a charge against the general �
credit or taxing power of the Issuer, the City, the State of Minnesota, or any I
political subdivision thereof; and I
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WHEREAS, on the basis of the information given the Issuer to date, it appears �
that it would be in the best interest of the City to zssue its industrial development �
revenue bonds under the provisions of the Act in the amount of $5, 750, 000 to finance
the cost of the Project. j
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NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
HOPKINS, MINNESOTA AS FOLLOWS :
Section 1. The Issuer acknowledges, finds, determines and declares that the
acquisition, construction, equipping, improving and installing of the Project in the
City will expand the business and employment opportunities within the City, and will �
generally aid and assist the City and the County of Hennepin, and that the financing '
of the Project will further the purposes of the Act .
Section 2. The Issuer further finds, determines, and declares that it is in the �'' "�
best interest of the City that the Issuer (1) issue the Bonds in the aggregate '�'
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. principal amount of $5, 750, 000 pursuant to the terms of an Indenture of Trust dated
as of October 1, 1994 (the "Indenture" ) by and between the Issuer and First Trust
National Association, as trustee (the "Trustee") and (2} provide for the use of the
proceeds of the Bonds by the Issuer to make a loan (the ��Loan") to the Borrower in
accordance with the provisions of a Loan Agreement dated as of October 1, 1994 (the
"Loan Agreement'�) by and between the Borrower and the Issuer.
Section 3. For the purpose of financing the Project there is hereby authorized
the issuance of the Bonds in the amount of $5, 750, 00, subject to approval of the
Project by the Minnesota Department of Trade and Economic Development ("DTED" ).
The Bonds shall be numbered, shall be dated, shall mature, shall bear interest, 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 the Indenture, in the form
now on file with the Issuer .
Section 4. The Bonds shall be special obligations of the Issuer payabie solely
from the revenues of the Project. The Bonds shall not constitute an indebtedness,
liability, general or moral obligation (except to the extent of the paymen#s,received
under the Loan Agreement and pledged to the payment of the Bonds) or a pledge of
the faith and credit or any taxing power of the Issuer, the State of Minnesota, or
any political subdivision thereof. Subject to approval of the Project by DTED, the
Issuer hereby authorizes and directs the Mayor of the City Council of the Issuer (the
"Mayor" ) and the City Manager of tlie Issuer ( the "City Manager" ) to execute the
Indenture, on behalf of and under the corporate seal of the Issuer, and to deliver
the Indenture to the Trustee, and hereby authorizes and directs the execution of the
Bonds in accordance with the terms of the Indenture, and hereby provides that the
• Indenture shall provide the terms and conditions, covenants, rights, obligations,
duties and agreements of the owners of the Bonds, 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 #he 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, as the Mayor and the City Manager, in their discretion, shall determine,
and the sxecution thereof by the Mayor and the C�ty Manager shall be conclusive-
evidence of sueh determination.
Section 5. The Mayor and the City Manager are hereby authorized and
directed to execute and deliver the Loan Agreement and the Bond Placement
Agreement to be dated on or prior to closing ( the "Bond Placement Agreement" )
between the Issuer, the Borrower and the ultimate purchaser of the Bonds. When
executed and delivered as authorized herein, the Loan Agreement and the Bond
Placement Agreement shall be desmed to be a part of this resoluta.on as fully and to
the same extent as if incorporated verbatim herein and shall be in full force and
effeet from the date of execution and delivery thereof . The Loan Agreement and the
Band Placement Agreemenfi shall be substantially in the forms on file with the Issuer
on the date hereof, and are hereby approved, with such necessary variations,
omissions and insertions as do not materially affect the substance of the transa.etion
� and as the Mayor and City Ma.nager, in their discretion, shall determine; provided
that the execution thereof by the Mayor and City Manager shall be conclusive
. evidence of such determination.
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� Section 6. The Bonds sha12 be revenue obligations of the Issuer, the praceeds
� of whieh shall be disbursed pursuant to the Indenture and the Loan Agreement, and �: ��:,
the principal, premium and interest on the Bonds shall be payable solely from the
proceeds of the Bonds, revenues received pursuant to the terms of the Loan �"�
� Agreement and the other sources set forth in the Indenture.
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' Seetion 7. The Trustee is hereby appointed as Paying Agent and Bond
Registrar for the Bonds.
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Section 8. In accordance with Niinnesota Statutes, Section 469.154, the Mayor
and City Manager are hereby authorized and direeted to submit the Project to DTED .
' The Mayor and other officers, employees and agents of the Issuer are hereby
authorized to provide DTED with any information needed for this purpose. The
Mayor and City Manager of the Issuer are hereby authorized to execute and deliner,
on behalf of the Issuer, sueh other dacuments as are neeessary or appropriate in
connection with the issuance, sale and delivery of the Bonds, including the
Arbitrage Certificate, and all other documents and certificates as shall be neesssary
and appropriate in connection with the issuance, sale and delivery of the Bonds,
; Section 9. The Issuer has not participated in the preparation of the
+ Preliminary Official Statement relating to the Bonds (the "Preliminary Official
; Statement�' ), which Preliminary Official Statement is expected to be amended and
I completed to add certain pricing and other information (as so amended, the "Official
� Statement" ) and has made no independent investigation with respect to the
information contained therein, including the Appendices thereto, and the Issuer
assum�s no responsibility for the sufficiency, accuracy or completeness of such
information. Subject ta the foregoing, the Issuer hereby consents to the
distribution and the use by FBS Investment Servi.ces, Inc. , as Placement Agent, and ;�' � j
Piper Jaffray Inc ., as Underwriter, in conneetion with the sale of the Bonds of the `�,.�,��
Preliminary Official Statement and the Official Statement in the form on file with the
Issuer. The Preliminary Official Statement and the Official Statement are the sole
materials consented to by the Issuer for use in connection with the o£fer and sale of
the Bonds.
Section 10. All covenants, stipulations, obligations, representations and
agreements of the Issuer contained in this resolution or contained in the
aforementioned documents shall be deemed to be the covenants, stipulatzons,
obligations, representations, and agreements of the Issuer to the full extent
authorized or permitted by law, and all sueh covenants, stipulations, obligations, '
representations 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, officers, board, body or agency �
as may be required or authorized by law to exercise such powers and to perform
such duties . -
No covenant, stipulation, obligatiton, representation or agreement herein
contained or contained in the aforementioned� documents shall be deemed to be a !
covenant, stipulation, obligation, representation or agreement of any officer, agent
or employee of the Issuer in that person�s individual capacity, and neither the
members of 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 . �,,,�
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No provision, covenant or agreement contained in the Bonds, the
� aforementioned documents or in any other document related to the Bonds, and no
obligation therein or herein imposed upon the Issuer ar the breach thereof, shall
canstitute or give rise to a general obligation 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 and the Bonds, the Issuer has not
obligated itself to pay or remit any funds or revenues , other than the 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 .
Section 11. Except as herein otherwise expressly prvvided, nothing in this
resolution, the aforementioned documents or in the Bonds, expressed or implied, is
intended or shall be construed to confer upon any person, firm or corporation other
than the Issuer or any owner of the Bonds issued under the pravisions 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, the Bonds and any pravision thereof, being intended to be and being for
the sole and exc3usive benefit of the Issuer and any owner from time to time of the
Bonds issued under the provisions of this resolution and the Indenture. :
Section 12. In case any one or more of the provisions of this resolution, other
than the provisions contained in the first two sentences of Section 4 hereof, or of the
aforementioned documents or the Bonds issued hereunder shall for any reason be
held to be illegal or invalid, such iliegality or invalidity shall not affect any other
provision of this resolution, the aforementioned documents or the Bonds, but this
resolution, such documents and the Bonds shall be construed as if such illegal or
• invalid provision had not been contained therein.
Section 13 . The Bonds, when executed and delivered, shall contain a reeital
that they are issued pursuant to the Act, and such recital shall be conclusive
evidenee of the validity of the Bonds 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 af this resalution, to the issuance of the Bonds and to the
execution af the aforementioned documents to happen, exist and be performed
precedent to and in the enactment of this resolution, and precedent to issuance of
the Bonds and precedent to the execution of the aforementioned documents have
happened, exist and have been performed as so required by law.
Section 14. The City Council of the Issuer, officers of the Issuer and
attorneys and other agents or employess of the Issuer are hereby authorized to do
all acts and things required of them by or in connection with this resolution and the
Bonds and the other documents referred to above for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Bonds and
the other documents re£erred to above, and this resolution.
Section 15. Tf for any reason the Mayor is unable to execute and deliver those
documents referred to in this resolution, any other member of the Board of
Commissioners of the Issuer may execute and deliver such documents with the same
force and effect as if such documents were executed by the Mayor . If for any reason
the City Manager of the Issuer is unable to execute and deliver the documents
referred to in this Resolution, such documents may be executed and delivered by
• any other officer of the issuer or member of the City Council with the same force and
effect if such documents were executed and delivered by the City Manager of the
Issuer .
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Section 18 _ All costs incurred by the Issuer in con�n.ection with the issuax�.ce,
sale and deLivery o£ the Bonds and the execution and delivery of the aforemeutioned
docunnents or any other agx eement or instrument relal�ve to the Bonds, whether or
not actually issued or delivered, shall be paid by the Borrower or rna.mbursed by the
Borrower to the Issuer. - ��
Sectioa 17 . ThS.s resolution. shall be iu full force and effect fram sxzd after 1t5
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�dopted by the City Council ou September 20, I994.
,ATTEST : Mayor
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