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2008-028 CITY OF HOPKINS, MINNESOTA RESOLUTION NO. 2008-028 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF A MULTIFAMILY HOUSING REVENUE NOTE (RASPBERRY RIDGE PROJECT), SERIES 2008; AND PRESCRIBING THE FORM OF AND AUTHORIZING TIlE EXECUTION OF RELATED DOCUMENTS. WHEREAS, the City of I-Iopkins (the "City") 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 the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to carry out the public purposes described therein and contemplated thereby in the financing of housing within its jurisdiction, by issuing revenue notes and bonds to defray, in whole or in part, the development costs of a low and moderate income rental housing development, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue notes and bonds; and WHEREAS, the City has previously issued its Multifamily Housing Revenue Bonds (Hopkins Renaissance Project), Series 1996 (the "Prior Bonds") to finance the acquisition and improvement of a 101-unit multifamily residential rental housing development currently known as Raspberry Ridge, located at 27 - 14th A venue North in the City of Hopkins (the "Project"), for occupancy by persons and families of low and moderate income; and WHEREAS, Community Housing Development Corporation, a Minnesota nonprofit corporation (the "Borrower"), the owner of the Project, has requested the City to issue its Multifamily Housing Revenue Note (Raspberry Ridge Project), Series 2008 (the "Note") for the purpose of refunding the Prior Bonds and financing additional improvements to the Project and related costs; and WHEREAS, the City has on this date conducted a public hearing on a program for the issuance of revenue obligations for such purpose (the "Program"), after due publication of notice thereof in a newspaper of general circulation in the City; and WHEREAS, the Note will be issued under this Resolution (the "Resolution"), and the proceeds of the Note will be loaned to the Borrower pursuant to a Loan Agreement (the "Loan Agreement"), and the Note will be secured by a pledge of all rights and revenues derived by the City from the Loan Agreement (except certain retained rights of the City), and said Note and the interest on said Note shall be payable solely from the revenues pledged therefor and the Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation nor give rise to a pecuniary liability of the City or a A UTHORIZING RESOLUTION charge against its general credit or assets and 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 Project, and the revenues from the Project shall be pledged for the security and payment of the Note (except as may otherwise be set forth in the Pledge Agreement hereinafter referred to); and WHEREAS, forms of the following documents (including the exhibits referred to therein) have been submitted to the City: a. The Loan Agreement to be made and entered into between the City and the Borrower providing for the loan of the proceeds of the Note to the Borrower, and for the repayment of such loan; b. The Pledge Agreement to be made and entered into between the City and U.S. Bank National Association (the "Lender"), pledging the City's right, title and interest in the Loan Agreement as the security of the Note, and setting forth proposed covenants and agreements with respect thereto; c. The Amended and Restated Regulatory Agreement between the City, the Lender and the Borrower (the "Regulatory Agreement"); d. The form of Note from the City to the Lender; and e. The Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement from the Borrower to the City (the "Mortgage"), and the Assignment of Mortgage from the City to the Lender (the "Assignment"). The agreements described and referred to in paragraphs a through e above shall hereinafter sometimes be referred to collectively as the "Agreements"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF HOPKINS THAT: Section 1. The City acknowledges, finds, determines, and declares that the preservation of the quality of life in the City is dependent upon the maintenance, provision, and preservation of an adequate housing stock which is affordable to persons and families of low or moderate income, and that accomplishing this is a public purpose. Section 2. The City hereby approves the Program. For the purpose of refunding the Prior Bonds and financing the costs of rehabilitation of the Project, and related costs and reserves, there is hereby authorized the issuance of the Note, in an aggregate principal amount not to exceed $4,635,000. The Note shall bear interest at such rate not to exceed 6% per annum (which may be the actual rate of the Note, or the rate which is the effective rate after entering into an interest rate swap), shall be in such denomination, 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 by the form of the AUTHORIZING RESOLUTION 2 Note and the Loan Agreement described herein. The final principal amount and interest rate shall be determined by the City Manager, in his discretion; provided that the execution thereof by the City Manager shall be conclusive evidence of such determination. Section 3. The Note shall be a special obligation of the City payable solely from the revenues of the Project. The Note does not constitute an indebtedness, liability, general or moral obligation or a pledge of the faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. Section 4. The Mayor of the City (the "Mayor") and the City Manager of the City (the "City Manager") are hereby designated as the representatives of the City with respect to the issuance of the Note and the transactions related thereto. Section 5. The Note and Agreements in substantially the forms submitted to the City at this meeting are hereby approved. Such of the documents as require the execution of the City are hereby authorized and directed to be executed or accepted, as the case may be, and. delivered in the name and on behalf of the City by its Mayor and City Manager upon execution thereof by the parties thereto as appropriate. The Note and the Agreements shall be executed and delivered as provided therein. Copies of all the documents necessary for the consummation of the transactions described herein and in the Agreements shall be delivered, filed and recorded as provided herein and in the Agreements. The form and terms of the Note and Agreements may be varied prior to execution and delivery by the parties thereto, provided that any such variance shall not be, in the opinion of the City's legal counsel and the City Manager, materially adverse to the interests of the City. The execution and delivery of the Note and Agreements as provided above shall be conclusive evidence of the determination that any such variance was not materially adverse to the interests of the City. Section 6. The sale of the Note to the Lender is hereby approved and the Note is hereby directed to be sold to the Lender, upon the terms and conditions set forth in the Agreements and the Note. The Mayor and City Manager of the City are hereby authorized and directed to prepare and execute by manual or facsimile signature the Note as described in the Agreements and to deliver it to the Lender together with a certified copy of this Resolution, and the other documents required by the Agreements. Section 7. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the City by the provisions of this Resolution or other documents authorized hereby shall be exercised or performed by the City, or by such officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the other documents authorized hereby shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the City in that person's individual capacity, and neither the members of this City Council nor any officer or employee executing the Note shall be AUTHORIZING RESOLUTION 3 liable personally on the Note or be subj ect to any personal liability or accountability by reason of the issuance thereof. Section 8. Except as herein otherwise expressly provided, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, and the owners of the Note, any right, remedy, or claim, legal or equitable, under and by reason of this Resolution or any provision hereof; this Resolution and all of its provisions being intended to be and being for the sole and exclusive benefit of the City and the owners of the Note issued under the provisions of this Resolution. Section 9. In case anyone or more of the provisions of this Resolution or of the Note 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 Note, but this Resolution and the Note shall be construed as if such illegal or invalid provision had not been contained therein. Section 10. The Mayor and City Manager of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this Resolution and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Note and the other documents referred to above, and this resolution. Section 11. The Mayor and the City Manager are hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Note by the terms of the Loan Agreement, the Regulatory Agreement and the Pledge Agreement. Section 13. The Mayor and the City Manager of the City are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Loan Agreement, the Pledge Agreement, the Regulatory Agreement, the Assignment or any other agreements, certificates or documents which are deemed necessary or appropriate by bond counsel to evidence the validity or enforceability of the Note or the other documents referred to in this Resolution, or the security therefore, or to evidence compliance with Section 145, 148 or Section 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"); and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Section 14. If for any reason the Mayor or City Manager of the City is unable to execute and deliver those documents referred to in this Resolution, any member of the City Council of the City may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor or the City Manager. Section 15. The City hereby designates the Note as a "qualified tax-exempt obligation" for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The City represents that in calendar year 2008 it (together AUTHORIZING RESOLUTION 4 WHEREAS, on May 16, 2006, the Hopkins City Council approved the Updated Excelsior Crossings AUAR; and WHEREAS, due to significant market demand for office space on the Site, Opus proposed in November of 2006 to expand the office component of Excelsior Crossings by 55,000 SF to 740,000 SF. WHEREAS, on November 21, 2006, the City Council ordered preparation of the December 2006 Update to the May Updated Alternative Urban Areawide Review for the Excelsior Crossings Office Development (2006 Excelsior Crossings AUAR Update) with an expected office development of 740,000 SF and expected retail development of6,000 SF. WHEREAS, on January 2, 2007, the City Council approved the 2006 Excelsior Crossings AUAR Update. WHEREAS, Cargill, Inc. has chosen to occupy all the buildings proposed at Excelsior Crossings as a corporate campus and desires to expand the office component of Excelsior Crossings by 56,000 SF to 796,000 SF and to change the retail use from a 6,000 SF restaurant to a 10,000 SF day care center. NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Hopkins hereby orders the preparation of an update to the 2006 Excelsior Crossing AUAR Update that addresses the proposed office space expansion at Excelsior Crossings and other changes occasioned by Cargill Inc.' s occupancy of all the buildings at Excelsior Crossings and conforms to all requirements for an AUAR update. BE IT FURTHER RESOLVED, the City Council of the City of Hopkins directs City staff to negotiate and enter into a contract with RLK Incorporated to prepare the AUAR update. BE IT FURTHER RESOLVED, that the all costs for the AUAR update be charged to Opus. Adopted by the Hopkins City Council this 15th day of April, 2008. ATTEST: I 2