Loading...
1990-070 ~ r. . RESOLUTION NO. 90-70 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING FACILITIES REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED, ON BEHALF OF THE AUGUSTANA HOME OF MINNEAPOLIS 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 for the purpose of financing and refinancing the cost of housing development projects and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Refunding: Documents Presented. The Augustana Home of Minneapolis, 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 (The Augustana Home of Minneapolis Project), Series 1990, 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 of constructing a facility in the City to provide rental housing to the elderly and handicapped (the "Project"). The address of the elderly housing facility is 605 Minnetonka Mills Road in the City. The proceeds of issuance of the Bonds are to be used for the specific authorized purpose of refunding in full the City's outstanding Housing Mortgage Revenue Bonds (Chapel View, Inc. Project), Series 1984 (the "Refunded Bonds"), together with funding required reserves and providing for the payment of certain costs of issuance of the Bonds. The Refunded Bonds comprised the original financing for the costs of acquisition and construction of the Project. 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 July 1, 1990 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 complete the refunding (as further provided in the Escrow Agreement referred to below), 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; and ~ . (b) Trust Indenture (the "Indenture") dated as of July 1, 1990, between the City and American National and Trust Company, St. Paul, Minnesota, 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) Escrow Agreement (the "Escrow Agreement") dated as of July 1, 1990, between the City, the Corporation and the indenture trustee for the Refunded Bonds, providing for the establishment, investment and application of an escrow fund thereunder, to be administered by the indenture trustee for the Refunded Bonds, as escrow agent (the "Escrow Agent"), in order to cause the Refunded Bonds to be refunded in full; and (d) Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage"), dated as of July 1, 1990, from the Corporation to the Trustee, by which the Corporation grants to the Trustee a mortgage lien on and security interest in the Mortgaged Property, as defined therein, as further security for the payment of the Bonds (this document not to be executed by the City); and (e) Assignment of Leases and Rents (the "Assignment") dated as of July 1, 1990, from the Corporation to the Trustee, by which the Corporation assigns to the Trustee its interests in all leases and rents with respect to the Mortgaged Property (this document not to be executed by the City); and (f) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Norwest Investment Services, Inc. (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 (g) Preliminary Official Statement and form of final Official Statement, the form of the Preliminary Official Statement, together with the insertion of the final underwriting details of the Bonds, including the interest rates thereon, and any other changes deemed necessary or desirable, intended to constitute the form of the final Official Statement, including all Appendices thereto (together the "Official Statement"), describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. . -2- , 3. Findinas. It is hereby found, determined and declared that: (a) The Project constitutes a housing project authorized by and described in the Act. (b) The issuance of the Bonds will carry out a public purpose and benefit to the citizens of the community in that the purpose thereof is and the effect thereof is and will be to promote the public welfare by enhancing the provision of housing facilities to members of the community, particularly the elderly and handicapped, at the most reasonably affordable costs. (c) The housing plan and program adopted by the City in connection with the issuance of the Refunded Bonds have been approved by the Minnesota Housing Finance Agency. (d) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Escrow Agreement, the Bond Purchase Agreement or the Indenture or questioning the organization, powers or authority of the City. (e) The execution, delivery and performance of the City's obligations under the Bonds, the Indenture, the Escrow Agreement, the Bond Purchase Agreement and the Loan Agreement do not and will not violate any charter provision or 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 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. (f) It is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (g) 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. The Loan Agreement obligates the Corporation to pay for all costs of operation and maintenance of the Project . -3- . Facilities, including adequate insurance, taxes and special assessments. A reasonably required reserve fund has been established under the provisions of the Indenture in connection with the issuance of the Bonds. (h) 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 which are pledged to the payment thereof; the City is not subject to any liability thereon; no holders 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; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon 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. 4. Approval and Execution of Documents. The forms of Loan Agreement, Indenture, Escrow Agreement, Bond Purchase Agreement, Mortgage and Assignment, referred to in paragraph 2, are approved. The Loan Agreement, Escrow Agreement and Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Manager, or 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. The Bond Purchase Agreement shall be executed by one or more officers of the City, as provided therein. Copies of all documents shall be delivered and filed as provided therein. 5. Approval, Execution and Deliverv of Bonds. The City shall proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $3,500,000, 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 hereof; provided, however, that the maturities of the Bonds, the interest rates thereon, and the rights of optional or mandatory redemption with respect thereto shall all be as set forth in the final form of Indenture to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval . -4- . . shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 30 years or such rates of interest produce a net interest cost in excess of 9.00% per annum. 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 and City Clerk 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 recital shall 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. Based on the representations of the Corporation, the City, pursuant to Regulation 15c-12, promulgated by the Securities and Exchange Commission (the "Regulation"), hereby certifies that the Preliminary Official Statement prepared with respect to the Bonds is or is to be in final form as of its date, within the meaning of the Regulation, except for the omission of any of the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters. The City Manager, City Clerk and other officers of the City are hereby authorized, at the request of the Underwriter, to deliver to the Underwriter, an officer's certificate to the effect hereinabove provided, all as may be necessary or desirable to demonstrate compliance with the Regulation. 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; -5- . and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 9. Authorization. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the County Auditor of Hennepin County, together with such other information as such County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register as required by the Act and Section 475.63, Minnesota Statutes. IO. Oualified Tax-Exempt 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 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 1990, will be in an aggregate amount exceeding $10,000,000 in calendar year 1990. 4168f -6- . STATE OF MINNESOTA ) ) SS. ) COUNTY OF HENNEPIN I, the undersigned, being the duly qualified and acting City Clerk of the City of Hopkins, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution giving final approval to an issuance of housing facilities refunding revenue bonds by the City on behalf of The Augustana Home of Minneapolis, duly adopted by the City Council of the City on , 1990, at a meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified or rescinded since the date thereof and which resolution is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of the resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS My hand and the official seal of the City this,zkfdayof ~e> , 1990. (Seal) 4168f -7- , - . Extract of Minutes of Meeting of the City Council of the City of Hopkins, Minnesota Pursuant to due call and notice thereof, a ~rnmri' meeting of the City Council of the City of Hopkins, Minnesota was duly held at City Ha II in said Ci ty of Hopkins, on 'I'llPRn::lY, the ~hciay of June , 19 9 0, at 7 : 30 0' c 10 c k P. M . The following Council members were present: Councilmember Robert Anderson Councilmember Charles Kritzler Councilmember Charles Redepenning and the following were absent: Mayor Berg Councilmember Shirley 11: 11: 11: 11: 11: 11: 11: 11: 11: Council memberRedepenning then introduced the following written resolution and moved its adoption, the reading in full thereof having been dispensed with by unanimous consent: A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING FACILITIES REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED, ON BEHALF OF THE AUGUSTANA HOME OF MINNEAPOLIS , . The motion for the adoption of the foregoing resolution was duly seconded by Council member Kritzler upon vote being taken thereon the following voted in favor thereof: Councilmember Anderson, Aye Councilmember Kritzler, Aye Councilmember Redepenning, Aye and the following voted against the same: , and whereupon said resolutIon was declared duly passed and adopted. 4163f