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1995-105 "' \' o o o CITY OF HOPKINS Hennepin County, Minnesota RESOLUTION NO. 95-105 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING FACILITIES REFUNDING REVENUE BONDS, TO PROVIDE FUNDS FOR A PROJECT ON BEHALF OF AUGUSTANA CHAPEL VIEW HOMES, INC. BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota (the "City"), as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 462C, as amended (the "Act"), authorized to issue and sell its revenue bonds and refunding revenue bonds for the purpose of financing and refinancing costs of authorized housing projects and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Project: Documents Presented. Augustana Chapel View Homes, Inc., a Minnesota nonprofit corporation (the "Corporation"), has proposed to this Council that the City issue and sell its City of Hopkins Housing Facilities Refunding Revenue Bonds (Augustana Chapel View Homes, Inc. Chapel View Project), Series 1995, in substantially the form set forth in the hereinafter- mentioned Indenture (the "Bonds"), pursuant to the Act and loan the proceeds thereof to the Corporation in order to refinance costs incurred in the acquisition, construction and equipping of an elderly housing project located at 615 Minnetonka Mills Road in the City (referred to generally herein, together with any related site improvements, as the "Project"), by causing to be refunded in full the City's outstanding Housing Facilities Refunding Revenue Bonds (The Augustana Home of Minneapolis Project), Series 1990, originally issued on July 23, 1990, in the aggregate principal amount of $3,500,000 and currently outstanding in the aggregate principal amount of $3,345,000 (sometimes referred to generally as the "Series 1990 Bonds" or the "Refunded Bonds"). Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement") dated as of December 1, 1995 between the City and the Corporation, whereby the City agrees to make a loan to the Corporation of the gross proceeds of sale of the Bonds and the Corporation agrees to provide for the refunding and redemption in whole of the Refunded Bonds, as more fully provided therein, and to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds when due; and D:\HPK I OO\003\RES\SGAUTHOR.DOC 1 AUTHORIZlNG RESOLUTION " o (b) Trust Indenture (the "Indenture") dated as of December 1, 1995, between the City and American Bank, N.A., as trustee (the "Trustee"), authorizing the issuance of and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage"), dated as of December 1, 1995, from the Corporation to the City, and to be assigned by the City to the Trustee pursuant to an Assignment of Mortgage, by which the Corporation grants, as security for the payment of the Bonds, a mortgage lien on and security interest in the Project, as mortgaged thereunder, and as more fully described therein; and (d) Escrow Agreement (the "Escrow Agreement") dated as of December 1, 1995, by and between the City, the Corporation, and American Bank, N.A., as escrow agent, on behalf of the owners of the Refunded Bonds, providing for the defeasance and redemption in whole of the Refunded Bonds, on the call date therefor, as further provided in the Escrow Agreement and the Indenture; and (e) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Miller, Johnson & Kuehn Incorporated (the "Underwriter"), the Corporation, and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting the terms and conditions of purchase; and (f) an Official Statement, including all Appendices thereto (the "Official Statement"), dated November 28, 1995, describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. 3. Findings. It is hereby found, determined and declared that: (a) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Mortgage, the Assignment of Mortgage, the Escrow Agreement, the Bond Purchase Agreement or the Indenture or questioning the due organization of the City, or the powers or authority of the City to issue the Bonds and undertake the transactions contemplated hereby. (b) o D:\HPK J OO\003\RES\SGAUTHOR.DOC The execution, delivery and performance of the City's obligations under the Bonds, the Indenture, the Bond Purchase Agreement, the Mortgage, the Assignment of Mortgage, the Escrow Agreement, and the Loan Agreement do not and will not violate any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party 2 AUTHORIZING RESOLUTION o (e) o or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (c) The Bonds will be issued by the City upon the terms set forth in the Indenture, and the City's interests in the Loan Agreement (except for its rights to indemnity and payment of expenses and repayment of advances) will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (d) The Loan Agreement provides for payments by the Corporation to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. Under the provisions of the Act, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee under the Indenture which are pledged to the payment thereof, the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City (other than the interest of the City. in the Loan Repayments to be made by the Corporation under the Loan Agreement); and each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. (f) A public hearing has been held on this date on the question of issuance of the Bonds, after due publication of notice thereof, as required by the provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended. Publication of notice of such public hearing is hereby ratified and confirmed. 4. Approval and Execution of Documents. The forms of Loan Agreement, Indenture, Bond Purchase Agreement, Escrow Agreement; Mortgage and Assignment of Mortgage, referred to in paragraph 2, are approved. The Bond Purchase Agreement, the Loan Agreement, the Indenture, the Escrow Agreement, the Mortgage and the Assignment of Mortgage shall be executed in the name and on behalf of the City by the Mayor, the City Manager and the City Clerk, or executed or attested by other officers of the City, in substantially the form 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 conclusively evidenced by the execution thereof and then shall be delivered to the Trustee. o D:\HPK IOO\003\RES\SGAUTHOR.DOC 3 AUTHORIZING RESOLUTION o o 5. ApprovaL Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, in a principal amount of $3,550,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereoL The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and said purchase price is hereby found to be favorable and is hereby accepted. The Mayor, City Manager, City Clerk and other City officers are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recitai shall to the extent permitted by law be conclusive evidence of the validity and regularity of the issuance thereof 6. Official Statement. The City hereby approves the form of and consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not participated in the preparation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or completeness of such information. 7. Certificates. etc. The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, 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 appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including and heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 8. Authorization. The City Clerk and any other officer or employee of the City is authorized and directed to deliver a certified copy of this Bond Resolution to the Director of Property Taxation, together with such other information as the Director of Property Taxation may require, and obtain the certificate of the Director of Property Taxation as to entry of the Bonds on his bond register as and to the extent required by Section 475.63, Minnesota Statutes. 9. o Oualified Tax-Exem~t Obligations. The Bonds are hereby designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds are to be issued on behalf of an organization described in Section 501 (c )(3) of the Code and are to be issued as "qualified 501(c)(3) bonds" under Section 145 of the Code. The City, together with all subordinate entities thereof, does not reasonably expect to issue tax-exempt obligations, including the Bonds (other than private activity bonds not 4 D:\HPK J OO\003\RES\SGAUTHOR.DOC AUTHORIZING RESOLUTION o o o constituting "qualified 501 ( c )(3) bonds "), which, when added together with all such obligations heretofore issued by the City, or such subordinate entities, in calendar year 1995, will be in an aggregate amount exceeding $10,000,000 in calendar year 1995. Adopted by the City Council of the City of Hopkins thisSl' day of December, 1995. ATTEST: D:\HPK I OO\003\RES\SGAUTHOR.DOC 5 AUTHORIZING RESOLUTION