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09-16-1986 Resolutions -. . RESOLUTION NO. 86-57 RESOLUTION RELATING TO A HOUSING PROGRAM AND ITS FINANCING; AUTHORIZING THE SALE AND ISSUANCE OF ELDERLY HOUSING REVENUE BONDS (ST. THERESE CARE CENTER, INC., HOPKINS, MINNESOTA, PROJECT), SERIES 1986, OF THE CITY, FOR THE PURPOSE OF FINANCING A MULTIFAMILY RENTAL HOUSING DEVELOPMENT, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota (the City), as follows: Section 1. Authorization and Recitals. 1.01. General Authority. The City is authorized by Minnesota Statutes, Chapter 462C, as amended (the "Act"), to plan and administer, and to issue and sell revenue bonds or obligations to finance multifamily housing developments within its corporate limits, which revenue bonds or obligations shall be payable solely from the revenues of the development. This Council has approved a Housing Plan for the City (the "Housing Plan"), by a resolution duly adopted after a public hearing was held thereon. The Housing Plan has been reviewed and commented on by the Metropolitan Council pursuant to the Act. This Council has approved a multifamily housing program under the Housing Plan (the "Program"), by Resolution No. 85-3219, duly adopted on October 15, 1985. The Program provides for the financing of a development consisting of the acquisition, construction and equipping by St. Therese Care Center, Inc., Hopkins, Minnesota, a Minnesota nonprofit corporation (the "Corporation"), of a multifamily housing project of approximately 240 units intended primarily for the elderly and related facilities to be located in the City (the "Project"). The Program was submltted to the Minnesota Housing Finance Agency, as required by the Act and was not rejected by such Agency within 30 days. 1.02. Proposed Bonds. The Corporation has proposed that the City, acting under and pursuant to the Act, proceed to issue and sell its Elderly Housing Revenue Bonds (St. Therese Care Center Inc., Hopkins, Minnesota, Project), Series 1986, in the aggregate principal amount of $15,000,000 (the "Bonds"), for the purpose of financing the ProJect and paying costs incurred in connection with the issuance of the Bonds. Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Corporation, and the Corporation will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The city will grant a security interest in certain revenues and payments to be received by the city under the Loan Agreement (as hereinafter defined) to the Trustee (as hereinafter defined). 1.03. Documentation. Forms of the following documents relating to the Project and the Bonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement"), to be dated as of September 1, 1986, proposed to be made and entered into between the City and the Corporatlon; (b) an Indenture of Trust (the "Indenture"), to be dated as of September 1, 1986, proposed to be made and entered into between the City and Norwest Bank Minneapolis, National Association, as trustee (the "Trustee"); (c) a Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage"), to be dated as of September 1, 1986, proposed to be given by the Corporation in favor of the Trustee; (d) a Bond Purchase Agreement, dated as of September __, 1986 (the "Bond Purchase Agreement"), proposed to be made and entered into between Piper, Jaffray & Hopwood Incorporated (the "Underwriter"), the Corporation and the City; (e) September a Preliminary Official Statement, dated as of , 1986 (the "Preliminary Official Statement"); (f) a Second Loan Agreement, to be dated as of September 1, 1986, proposed to be made and entered into between the Corporation and Opus Corporation (Opus); and (g) a Second Mortgage, to be dated as of September __, 1986, proposed to be made and entered into by the Corporation, as mortgagor, to Opus, as mortgagee. Section 2. Findings. It is hereby found, determined and declared that: (a) the financing of the Project, the authorizatlon of the Bonds in the maximum aggregate principal amount of $15,000,000, the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement and the performance of all covenants and agreements of the -2- City contained in the Loan Agreement, the Indenture and the Bond Purchase Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (b) it is desirable that a series of Elderly Housing Revenue Bonds in the principal amount of $15,000,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds; (c) the loan repayments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due; and ~he Loan Agreement also provides that the Corporation is required to pay all expenses of the operation and maintenance of the Project, including, without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; and (d) the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement will not conflict with, or constitute on the part of the City a breach of or a default under, any existing agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture, and the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; (e) no litigation is pending or, to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or -3- 4.02. Execution. The Mayor and the City Manager are hereby authorized and dlrected to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required by the Indenture, and such other certificates, documents and instruments as may be approprlate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 4.03. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City Manager prior to the execution of the documents. The executlon of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be executed may be executed by the acting Mayor, and in the absence or disability of the City Manager by such officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 5. Authentication of Proceedings. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to furnish to the Purchaser and bond counsel 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 relating to the legality and marketability of the Bonds as such_ facts appear trom the books and records in the officer's custody and control or as otherwise known to them; 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. Section 6. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds, the Loan Agreement, the Indenture or any other documents referred to in Section 1.03, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no Holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds -5- otherwise questioning the validity of the Bonds or the execution, delivery or validity of the Loan Agreement, the Indenture, and the Bond Purchase Agreement or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Corporation; (f) all acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture and the Bond Purchase Agreement the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement, the Indenture and the Bond Purchase Agreement; and (g) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act. - 3. Approval of Documents. The forms of the Loan Agreement, the Ind~nture and the Bond Purchase Agreement are approved, subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager, which approval shall be conclusively evidenced by execution of the Loan Agreement, the Indenture and the Bond Purchase Agreement by the Mayor and the City Manager. The Mayor and City Manager are authorized and directed to execute the Loan Agreement, the Indenture and the Bond Purchase Agreement. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and the City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 4. The Bonds; Terms, Sale and Execution. 4.01. Authorization. The City hereby authorizes the issuance of the Bonds in the aggregate principal amount of $l5,000,000, in the form and upon the terms set forth in the Indenture and this resolution. The offer of the Underwriter to purchase the Bonds on the terms and conditions stated in the Bond Purchase Agreement is hereby accepted. The Bonds shall bear interest, as provided in the Indenture, at an initial rate to be specified by the Underwriter and acceptable to the City and the Corporation; the Mayor and City Manager are authorlzed to act on behalf of the City in accepting such interest rate, provided it shall not exceed l2% per annum. -4- or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof. The agreement of the City to perform the covenants and other provisions contained ln this resolution or the Bonds, the Loan Agreement or the Indenture, and the other documents listed in Section 1.03 shall be subject at all times to the availability of the revenues furnished by the Corporation sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. Section 7. Official Statement. The City authorizes preparation of a final Official Statement, substantially in the form of the Preliminary Official Statement. Adopted: September ~, 1986. - _. - ~ - ... ~ - - - .-=-- --.:..-:f---.---.... - Mayor Attest: City Clerk -6- -~.~ 1- . I ..