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V.1. Continuation of Public Hearing on the Approval of a Housing Program for a Multifamily Housing Development and the Issuance of Multifamily Housing Revenue Bonds; Bishop June 20, 2022 Council Report 2022-063 CONTINUATION OF PUBLIC HEARING ON THE APPROVAL OF A HOUSING PROGRAM FOR A MULTIFAMILY HOUSING DEVELOPMENT AND THE ISSUANCE OF MULTIFAMLY HOUSING REVENUE BONDS FOR THE BENEFIT OF ALATUS HOPKINS LIHTC I LLC Proposed Action Staff recommends that the Council approve the following motion: Adopt Resolution 2022-040 Authorizing the Issuance, Sale, And Delivery of Multifamily Housing Revenue Bonds for the Benefit of Alatus Hopkins LIHTC I LLC; Approving a Housing Program; and Authorizing the Execution and Delivery of Documents Related Thereto Overview Pursuant to Minnesota Statutes, Sections 462C, as amended (the “Act”), a City is authorized to issue revenue bonds to provide financing for multifamily rental housing developments. City Council is required to conduct a public hearing on the issuance of the bonds. Alatus has applied for and received authorization from Minnesota Management and Budget to issue up to $24,927,542.75 of tax-exempt housing revenue bonds for the purpose of acquiring, constructing and equipping a 116- unit multifamily rental housing facility located at 325 Blake Road for individuals and families of low and moderate income. A public notice for this amount was published in accordance with the Act for a public hearing on June 7th. Alatus determined that, due to increased costs, the principal amount of the bonds will need to be increased by approximately $5,000,000. Any amount over $24,927,542.75 will be issued on a taxable basis. The new amount represents a significant change. A second public notice has been published for a public hearing on June 20th for a bond amount estimated not to exceed $30,000,000 On June 7th, City Council opened a public hearing and continued it to June 20th. Following the closing of the public hearing on June 20th, City Council will be asked to approve a resolution which approves the issuance of approximately $30 million of tax-exempt and taxable bonds, adopts a housing program and authorizes the execution of loan documents. The Bonds will not be an obligation of the City. They will not be secured by or payable from any property, assets or taxing power of the city. They are secured solely by the revenues and other security provided by Alatus Hopkins LIHTC I LLC. The bonds are not subject to any debt limitations imposed on the City and will not have any adverse impact on the City’s credit rating, even in the event of financial difficulties of Alatus Hopkins LIHTC I LLC. Libby Kantner from Kennedy & Graven, the City’s bond counsel and a representative from Alatus will be present on June 20th for any questions. Supporting Information • Letter from Kennedy & Graven • Resolution 2022-040 ____________________________________ Nick Bishop, CPA Finance Director Offices in Minneapolis Saint Paul St. Cloud Fifth Street Towers 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 telephone (612) 337-9310 fax www.kennedy-graven.com Affirmative Action, Equal Opportunity Employer JULIE A. EDDINGTON Attorney at Law Direct Dial (612) 337-9213 Email: jeddington@kennedy-graven.com June 15, 2022 Nick Bishop, Finance Director City of Hopkins 1010 First Street South Hopkins, MN 55343 Re: Issuance of multifamily housing revenue bonds for the benefit of Alatus Hopkins LIHTC I LLC Dear Nick, As you know, Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company (the “Borrower”), has proposed to acquire, construct, and equip an approximately 116-unit multifamily rental housing facility and facilities functionally related and subordinate thereto located at 325 Blake Road in the City of Hopkins (the “City”) for occupancy by individuals and families of low and moderate income (the “Project”), which will be owned and operated by the Borrower. To provide financing for the Project, the Borrower has requested that the City issue one or more series of taxable and tax-exempt revenue obligations (the “Bonds”) in the estimated aggregate principal amount not to exceed $30,000,000 and loan the proceeds thereof to the Borrower. The public hearing required by the Internal Revenue Code of 1986, as amended (the “Code”), and Minnesota Statutes, Chapter 462C, as amended (the “Housing Act”), was originally scheduled to occur during the City Council’s meeting on June 7, 2022, and notice was published in the City’s official newspaper in accordance with the requirements of the Code and the Housing Act. The housing program prepared in accordance with the requirements of the Housing Act was also submitted to Metropolitan Council for review and comment. The public hearing notice and housing program indicated that the Bonds would be issued in an estimated principal amount not to exceed $24,927,542.75, which is the amount of bonding authority that the City was awarded by the State of Minnesota earlier this year. However, the Borrower and the lender determined that, due to increased expected costs of the Project, the principal amount of the Bonds will need to be increased by approximately $5,000,000. The additional principal amount of the Bonds must be issued on a taxable basis. The significant increase in principal amount of the Bonds required the parties to publish a new public hearing notice, but the new notice could not be published in enough time prior to the original public hearing date. At its meeting on June 7, 2022, the City Council opened the original public hearing and continued it to June 20, 2022. At its meeting on June 20, 2022, the City Council will conduct one public hearing and consider the enclosed resolution approving the issuance of the Bonds (both the taxable bonds and the tax-exempt bonds) in the aggregate principal amount estimated not to exceed $30,000,000, adopting a housing program to satisfy the requirements of the Housing Act, and authorizing the execution and delivery of loan and related documents. The Bonds will be secured solely by the revenues derived from a loan agreement (the “Loan Agreement”) to be executed by the City and the Borrower and from other security provided by the Borrower, including but not limited to a mortgage. The Bonds will not constitute a general or moral obligation of the City and will not be secured by or payable from any property or assets of the City (other than the interests of the City in the Loan Agreement) and will not be secured by any taxing power of the City. The Bonds will not be subject to any debt limitation imposed on the City, and the issuance of the Bonds will not have any adverse impact on the credit rating of the City, even in the event that the Borrower encounters financial difficulties with respect to the Project. The Bonds received allocation of bonding authority from the State of Minnesota pursuant to the requirements of Section 146 of the Code. The Bonds will be “private activity bonds” within the meaning of Section 141(a) of the Code but will be “exempt facility bonds” the net proceeds of which are to be used to provide a “qualified residential rental project” within the meaning of Sections 142(a)(7) and 142(d) of the Code and will not affect the general obligation bonds issued by the City earlier this year or their designation as “qualified tax-exempt obligations” (or “bank-qualified bonds”). The Borrower will agree to pay the out-of-pocket expenses of the City with respect to this transaction as well as the City’s administrative fee. Libby Kantner will attend the City Council meeting on June 20, 2022 can answer any questions that may arise during the meeting. Please contact me with any questions you may have prior to the City Council meeting. Please contact me with any questions you may have. Sincerely, Julie A. Eddington HP110-108 (JAE) 801551v1 CITY OF HOPKINS, MINNESOTA RESOLUTION NO. 2022-040 RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE BENEFIT OF ALATUS HOPKINS LIHTC I LLC; APPROVING A HOUSING PROGRAM; AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO BE IT RESOLVED by the City Council (the “City Council”) of the City of Hopkins, Minnesota (the “City”), as follows: Section 1. Recitals. 1.01. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the “Act”), the City is authorized to issue revenue bonds to provide funds to finance multifamily rental housing developments located within the City. 1.02. Alatus Hopkins LIHTC I LLC, a Minnesota limited liability company and an affiliate of Alatus LLC, a Minnesota limited liability company (the “Borrower”), has proposed that the City issue one or more series of taxable and tax-exempt revenue obligations (the “Bonds”) for the benefit of the Borrower for the purposes of (i) financing the acquisition, construction, and equipping of an approximately 116-unit multifamily rental housing facility and facilities functionally related and subordinate thereto located at 325 Blake Road in the City (the “Project”) for occupancy by individuals and families of low and moderate income, which will be owned and operated by the Borrower; (ii) funding any required reserve funds; (iii) financing capitalized interest during the construction of the Project, if necessary; and (iv) paying the costs of issuing the Bonds. 1.03. On December 21, 2021, the City Council adopted a resolution authorizing the submission of an application to the office of Minnesota Management and Budget for an allocation of bonding authority with respect to the Bonds to finance the Project in accordance with the requirements of Minnesota Statutes, Chapter 474A, as amended (the “Allocation Act”), and providing preliminary approval for the sale and issuance of the Bonds for the Project. 1.04. On January 11, 2022, the City received Certificate of Allocation No. 419 from the Minnesota Department of Management and Budget allocating bonding authority to the City in the amount of $24,927,542.75, pursuant to the Allocation Act. 1.05. In accordance with the Act, the City has prepared a housing program (the “Housing Program”) to authorize the issuance by the City of the Bonds to finance the Project, and the Housing Program was prepared and submitted to Metropolitan Council for its review and comment. 1.06. On May 19, 2022, a notice of public hearing was published in the Sun Sailor, the official newspaper of and a newspaper of general circulation in the City, with respect to the required public hearing under Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 462C.04, subdivision 2 of the Act. Such notice provided that the City Council would conduct a public hearing on June 7, 2022, with respect to the Housing Program and the issuance of the Bonds in the approximate principal amount of $24,927,542.75. The public hearing notice was published at least fifteen (15) days before the meeting held on June 7, 2022. 2 1.07. Due to increased construction costs, the Borrower found it necessary to increase its financing request and proposed that the City issue multiple series of the Bonds on a tax-exempt and taxable basis in the approximate principal amount of $30,000,000. As a result, on June 5, 2022, the City, upon the advice of Kennedy & Graven, Chartered, as bond counsel to the City (“Bond Counsel”), published a notice of public hearing in the Star Tribune, a newspaper of general circulation in the City, stating that the City Council would conduct a public hearing on the issuance of a taxable series of Bonds in the approximate principal amount of $5,000,000. 1.08. On June 7, 2022, the City Council opened a public hearing and continued the public hearing to the date hereof. On the date hereof, the City Council conducted a public hearing on the Housing Program and the issuance of multiple series of taxable and tax-exempt Bonds in the approximate aggregate principal amount of $30,000,000. The second public hearing notice was published at least fifteen (15) days before the date hereof. Reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, on the Housing Program and the issuance of the Bonds. Section 2. Housing Program. The Housing Program, in the form substantially on file with the City, is hereby approved. Section 3. Bonds; Documents. 3.01. The Borrower has requested that the City issue, sell, and deliver the Bonds. The Bonds are hereby authorized to be issued in one or more series of taxable and tax-exempt obligations in the approximate aggregate principal amount not to exceed $30,000,000; provided, however, that the principal amount of any Bonds issued on a tax-exempt basis shall not exceed $24,927,542.75. 3.02. The Bonds are proposed to be issued pursuant to this resolution, the Act, and an Indenture of Trust (the “Indenture”) between the City and The Huntington National Bank, a national banking association, or another trustee selected by the Borrower (collectively, the “Trustee”). 3.03. The proceeds derived from the sale of the Bonds will be loaned by the City to the Borrower (the “Loan”) pursuant to the terms of a Loan Agreement (the “Loan Agreement”) between the City and the Borrower. 3.04. The Bonds and the interest on the Bonds (i) shall be payable solely from the revenues pledged therefor under the Loan Agreement and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City’s interest in the Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. 3.05. The loan repayments to be made by the Borrower under the Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. Such loan repayments will be assigned to the Trustee under the terms of the Indenture. 3.06. The Borrower’s repayment obligations in respect of the Loan will be evidenced and secured by the following documents (collectively, the “Security Documents”): (i) a Promissory Note; (ii) a Mortgage, Assignment of Rents and Security Agreements; (iii) an Assignment of Rents, Leases and Other Income; and (iv) other documents determined by Kennedy & Graven, Chartered, as bond counsel to the City (“Bond Counsel”), to be necessary to evidence and secure the Borrower’s repayment obligations. 3 3.07. The City acknowledges, finds, determines, and declares that the issuance of the Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds, and the other actions of the City under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. In authorizing the issuance of the Bonds to finance the Project and the related costs, the City’s purpose is and the effect thereof will be to promote the public welfare of the City and its residents by providing multifamily housing developments for low or moderate income residents of the City and otherwise furthering the purposes and policies of the Act. 3.08. The Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, substantially in the form now on file with the City, with the variations, omissions, and insertions authorized herein. The City hereby authorizes all or a portion of the Bonds to be issued as “tax-exempt bonds,” the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes; provided, however, that the principal amount of the Bonds issued on a tax-exempt basis shall not exceed $24,927,542.75. All of the provisions of the Bonds, 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 Bonds shall be substantially in the form of the Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds and the terms of redemption of the Bonds) as the Mayor and the City Manager, in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. 3.09. The Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Loan Agreement and other funds pledged pursuant to the Indenture. The City Council hereby authorizes and directs the Mayor and the City Manager to execute the Bonds in accordance with the terms thereof. 3.10. 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 City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions (including but not limited to changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds, the interest rate of the Bonds, and the terms of redemption of the Bonds) as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. The Mayor and the City Manager are hereby authorized and directed to execute the Indenture, 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 City, and the Trustee as set forth therein. 3.11. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Loan Agreement, a Bond Purchase Agreement among the City, the Borrower, and FMSBonds, Inc., as placement agent, and all other documents and assignments related to the Loan required to be 4 executed by the City. All of the provisions of such documents, when executed and delivered 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 aforementioned documents shall be substantially in the forms on file with the City which are hereby approved, with such variations, omissions, and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determinations. 3.12. To ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Code, and to ensure compliance with certain restrictions imposed by the City, the Mayor and City Manager are also hereby authorized and directed to execute and deliver a Regulatory Agreement (the “Regulatory Agreement”) between the City, the Borrower, and the Trustee. All of the provisions of the Regulatory Agreement, when executed and delivered 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 Regulatory Agreement shall be substantially in the form on file with the City which is hereby approved, with such variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 3.13. The Mayor and the City Manager are authorized and directed to execute any additional documents deemed necessary to carry out the intentions of this resolution and to complete the financing described herein, so long as City staff and legal counsel approve such documents. 3.14. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Loan Agreement and for payment of the Bonds, and the City hereby approves the execution and delivery of the Security Documents. 3.15. The Mayor, the City Manager, and the Finance Director of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including various certificates of the City, an Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, an endorsement of the City to the tax certificate of the Borrower, and similar documents, one or more assignments of the Security Documents, if necessary, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Bonds. The City hereby authorizes Bond Counsel to prepare, execute, and deliver its approving legal opinions with respect to the Bonds. Section 4. Additional Findings and Certifications. 4.01. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City 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, Bond or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, Bond or agreement of any member of the City Council, or any officer, agent or employee of the City in that person’s individual capacity, and neither the 5 City Council nor any officer or employee executing the Bonds shall be personally liable 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 aforementioned documents, the Bonds, or in any other document relating to the Bonds, and no Bond therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral Bond of the City or any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues as described herein which are to be applied to the payment of the Bonds, as provided therein. 4.02. 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, any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions 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 City, and any holder from time to time of the Bonds issued under the provisions of this resolution. 4.03. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3.09 hereof, 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 provisions had not been contained therein. 4.04. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence 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 of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 4.05. The officers of the City, Bond Counsel, other attorneys, engineers, and other agents or employees of the City 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. If for any reason the Mayor or the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Mayor or the City Manager with the same force and effect as if such documents were executed and delivered by the Mayor or the City Manager. 4.06. The Borrower shall pay the administrative fee of the City on the date of issuance of the Bonds as provided in the Loan Agreement. The Borrower will also pay, or, upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the Bonds, whether or not the Bonds are issued, including any costs for attorneys’ fees. Section 5. Effective Date. This resolution shall be in full force and effect from and after its approval. The approvals contained in the resolution are effective for one year after the date hereof. 6 Approved by the City Council of the City of Hopkins, Minnesota this 20th day of June, 2022. Patrick Hanlon, Mayor ATTEST: Amy Domeier, City Clerk HP110-108 (JAE) 800408v4