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1994-022 Member Maxwell adopted this 8th moved that the following resolution be read and day of March 1994. RESOLUTION of the CITY OF HOPKINS RESOLUTION NO. 94-22 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S: (i) ELDERLY HOUSING REVENUE REFUNDING BONDS (ST. THERESE SOUTHWEST, INC. PROJECT), SERIES 1994A (THE "SERIES 1994A BONDS"); (ii) SUBORDINATED ELDERLY HOUSING REVENUE REFUNDING BONDS (ST. THERESE SOUTHWEST, INC. PROJECT) SERIES 1994B (THE "SERIES 1994B BONDS"); AND (ill) SUBORDINA TED ELDERLY HOUSING REVENUE REFUNDING BONDS (ST. THERESE SOUTHWEST, INC. PROJECT) SERIES 1994C (THE "SERIES 1994C BONDS) (COLLECTIVELY, THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES PLEDGED THERETO; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURES OF TRUST AND OTHER RELATED DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS WHEREAS, the City of Hopkins, Minnesota (the "Issuer") is a municipal corporation and political subdivision duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to Minnesota Statutes, Chapter 462C (the "Act"), the Issuer is authorized and empowered to make loans for the purpose of financing the acquisition, construction, improvement or equipping of certain multifamily housing developments (as defined in the Act), to acquire and hold obligations as described in the Act to carry out any of its purposes and to issue bonds for the purpose of carrying out any of its powers including refunding bonds previously issued for such purpose; and WHEREAS, pursuant to an lndenture of Trust dated as of September 1, 1986 (the "Prior Indenture") between the Issuer and Norwest Bank Minnesota, National Association, as trustee under the Prior Indenture (the "Prior Trustee"), the Issu r issued $15,000,000 in original principal amount of its Elderly Housing Revenue Bonds (St. Therese Care Center, Inc., Hopkins, Minnesota Project) Series 1986 (the "Prior Bonds") to finance the acquisition, construction, improvement and equipping of a multifamily housing development (the "Project") by St. Therese Southwest, Inc., a Minnesota nonprofit corporation (the "Borrower"); and WHEREAS, the Borrower has requested that the Issuer issue bonds th proceeds of which will be used, among other things, to refund and discharge the SNG66J76 BPllO-47 1 Prior Bonds issued to finance the acquisition, renovation, improvement and equipping of the Project; and WHEREAS, the Issuer deems it desirable and in keeping with its purposes to issue its (i) Elderly Housing Revenue Refunding Bonds (St. Therese Southwest, Inc. Project) Series 1994A in the approximate principal amount not to exceed $8,500,000 (the "Series 1994A Bonds"), (ii) Subordinated Elderly Housing Revenue Refunding Bonds (St. Therese Southwest, Inc. Project) Series 1994B in the approximate principal amount not to exceed $2,000,000 (the "Series 1994B Bonds"), and (ill) Subordinated Elderly Housing Revenue Refunding Bonds (St. Therese Southwest, Inc. Project) Series 1994C in the approximate principal amount not to exceed $1 ,000,000 (the "Series 1994C Bonds") (collectively, the Series 1994A Bonds, the Series 1994B Bonds and the Series 1994C Bonds are referred to herein the "Bonds"), for the purposes of providing proceeds to the Borrower, the proceeds of which will be used, among other things, to refund and discharge the Prior Bonds issued to finance the acquisition, construction, improvement and equipping of the Project; and WHEREAS, the funds to refund the Prior Bonds will be loaned to the Borrower pursuant to the terms of: (i) a Loan Agreement (the "Loan Agreement") to be entered into between the Issuer and the Borrower in which the Borrower will agree to make monthly payments to pay when due all scheduled principal of and interest on the Series 1994A Bonds, and (ii) a Subordinate Loan Agreement (the "Subordinate Loan Agreement") to be entered into between the Issuer and the Borrower in which the Borrower will agree to make monthly payments to pay when due all schedul d principal of and interest on the Series 1994B Bonds and the Series 1994C Bonds (together, the "Subordinate Bonds"); and WHEREAS, the Issuer proposes to finance the refunding of the Prior Bonds under the Act by the issuance of the Bonds of the Issuer under this resolution; WHEREAS, the Series 1994A Bonds will be issued under a Trust Indenture (the "Indenture") to be entered into between the Issuer and United States Trust Company of New York (the "Trustee"), and are secured by a pledge and assignment of certain revenues in accordance with the terms of the Indenture, and the Series 1994A Bonds and the interest on the Series 1994A Bonds shall be payable solely from the revenues pledged therefor and the Series 1994A Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Loan Agreement; WHEREAS, the Subordinate Bonds will be issued under a Subordinate Trust Indenture (the "Subordinate Indenture") to be entered into between the Issuer and the Trustee, and are secured by a pledge and assignment of certain revenues in accordance with the terms of the Subordinate Indenture, and the Subordinate Bonds and the interest on the Subordinate Bonds shall be payable solely from the revenues pI dged therefor and the Subordinate Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or quitable, upon any property of the Issuer other than the Issuer's interest in the Subordinate Loan Agreement; SNG66J76 BPllO-47 2 WHEREAS, forms of the following documents (including the exhibits referred to therein) have been submitted to the Issuer: (a) The Indenture, dated as of March 1, 1994, by and between the Issuer and Trustee, providing for the issuance of the Series 1994A Bonds, prescribing the form thereof, pledging the trust estate described therein for the security of the Series 1994A Bonds, and setting forth proposed recitals, covenants and agreements by the parties with respect thereto; (b) The Subordinate Indenture, dated as of March 1, 1994, by and between the Issuer and Trustee, providing for the issuance of the Subordinate Bonds, prescribing the form thereof, pledging the trust estate described therein for the security of the Subordinate Bonds, and setting forth proposed recitals, covenants and agreements by the parties with respect thereto; (c) The Loan Agreement, dated as of March 1, 1994, by and between the Issuer and Borrower, providing for the terms of the repayment of sums borrowed to secure, among other things, the payments due on the Seri s 1994A Bonds; (d) The Subordinate Loan Agreement, dated as of March 1, 1994, by and between the Issuer and Borrower, providing for the terms of th repayment of sums borrowed to secure, among other things, the payments du on the Subordinate Bonds; (e) The Intercreditor Agreement, dated as of March 1, 1994, by and among the Issuer, the Trustee and Asset Guaranty Insurance Company, a New York corporation (the "Insurer")providing certain rights, remedies and options for the benefit of the holders from time to time of the Series 1994A Bonds; (f) A Bond Purchase Agreement, to be dated as of the date of execution thereof (the "Bond Purchase Agreement"), by and among the Issuer, the Borrower and Miller & Schroeder Financial, Inc. (the "Underwriter") providing for the purchase of the Bonds by the Underwriter; (g) A Bond Insurance Policy (the "Policy") issued by the Insurer to the Trustee for the benefit of the holders from time to time of the Series 1994A Bonds; (h) a Preliminary Official Statement (the "Preliminary Official Statement") relating to the Series 1994A Bonds; and (i) a Preliminary Offering Memorandum (the "Preliminary Offering Memorandum") relating to the Subordinate Bonds; The agreements described and referred to in paragraphs (a) through (f) above, shall hereinafter sometimes be referred to collectively as the "Agreements"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA, AS FOLLOWS: SNG66J76 BPllO-47 3 1. Th Issuer acknowledges, finds, determines, and declares that the refunding of th Prior Bonds, the proceeds of which were used to construct the Project, furthers the purposes of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in three series in a principal amount not to exceed $11,500,000. The Series 1994A Bonds shall bear interest at a rate not to exceed 6.75 percent per annum and the Series 1994B Bonds and the Series 1994C Bonds shall bear interest at a rate not to exceed 9.75 percent per annum. The Bonds shall be numbered, shall be dated, shall mature, 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 and Subordinate Indenture as of the date of execution thereof. 3. The Series 1994A Bonds shall be limited obligations of the Issuer payable solely from the revenues, reserve funds and other amounts derived by the Issuer from the Loan Agreement, Policy and other funds and revenues pledged pursuant to the Indenture. The Subordinate Bonds shall be limited obligations of the Issuer payable solely from the revenues, reserve funds and other amounts derived by the Issuer from the Subordinate Loan Agreement and other funds and revenues pledged pursuant to the Subordinate Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer (together, the "Officials") to execute and deliver the Agreements by to the Trustee, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture and Subordinate Indenture, and hereby provides that the Indenture and Subordinate Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bondowners, the Issuer and the Trust e as set forth therein. All of the provisions of the Agreements, when executed as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Agreements shall be substantially in the form on file with the Issuer, with such necessary and appropriate variations, 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 d termination. 4. The Series 1994A Bonds shall be limited obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indenture and the Loan Agreement, and the principal, premium and interest on the Series 1994A Bonds shall be payable solely from the proceeds of the Series 1994A Bonds, the Loan Agreement, and other amounts realized pursuant to related security documents. 5. The Subordinate Bonds shall be limited obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Subordinate Indenture and the Subordinate Loan Agreement, and the principal, premium and interest on the Subordinate Bonds shall be payable solely from the proceeds of the Subordinate Bonds, the Subordinate Loan Agreement, and other amounts realized pursuant to related security documents. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. SlIIG66J76 BPllO-47 4 7. The Officials are hereby authorized to execute and deliver, on behalf of the Issu r, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including an arbitrage certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 8. 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 duti s and liabilities imposed upon the Issuer by the provisions of this resolution or th aforementioned documents shall be exercised or performed by 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 Issu r, 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 th Bonds shall be liable personally on the Bonds or be subject to any personal1iability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforemention d documents, the Bonds or in any other document related to the Bonds, and no 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 and Subordinate Loan Agreement and Indenture and Subordinate Indenture, which are to be applied to the payment of th Series 1994A Bonds and the Subordinate Bonds, respectively, as provided therein. 9. The Issuer is not participating in the preparation of the Preliminary Official Statement and Preliminary Offering Memorandum, which Preliminary Official Statement and Preliminary Offering Memorandum are expected to be amended and completed to add certain pricing and other information (as amended and completed) and has made and will make no independent investigation with respect to th information to be contained therein, including the Appendices thereto, and th Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer authorizes the distribution of the Preliminary Official Statement and the Official Statement in substantially the form of the Preliminary Official Statement, and the Preliminary Offering Memorandum and the Offering Memorandum substantially in the form of the Preliminary Offering Memorandum by the Underwriter to potential purchasers of the Bonds. 10. 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 th Issuer or any owner 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 SlIIG66J76 BPllO-47 5 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 owners from time to time of the Bonds issued under the provisions of this resolution. 11. 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. 12. 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 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, xist and have been performed as so required by law. 13. The officers of the Issuer, 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 th Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned docum nts 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 h rein, 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 Issu r. 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 by a member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager of the Issuer. Adopted: March 8 ,1994 ~ S:,.. <::jQ ~~_ ...". Mayor d Attest: c:: SlIIG66J76 BPllO-47 6 The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Anderson and upon vote being taken thereon, the following voted in favor of the motion: Charles Redepenning, Charles Krltzler, Fran Hesch, Robert Anderson, and Gene Maxwell and the following voted against: None whereupon said resolution was declared duly passed and adopted. SlIIG66J76 BPllO-47 7 ST ATE OF MINNESOTA ) COUNTY OF HENNEPIN } CITY OF HOPKINS } The undersigned duly qualified and acting City Clerk of the City of Hopkins hereby certifies that attached hereto is a true and correct copy of the original Resolution No. 94-22 authorizing the issuance, sale and delivery of the Issuer's (i) Elderly Housing Revenue Bonds (St. Therese Southwest, Inc. Project), Series 1994A, (ii) Subordinated Elderly Housing Revenue Bonds (St. Therese Southwest, Inc. Project) Series 1994B, and (ill) Subordinated Elderly Housing Revenue Bonds (St. Therese Southwest, Inc. Project) Series 1994C, passed and adopted by the Hopkins City Council on March 8, 1994, on file in the office of the City Clerk, City of Hopkins, Minnesota. Dated this 9th day of March, 1994. a SlIIG66J76 BPllO-47 8