1996-008• • City of Hopkins, Minnesota
Resolution Number 96-8
A resolution of the City Council of the City of Hopkins, Minnesota, authorizing
the issuance, sale, and delivery of Multifamily Housing Revenue Refunding
Bonds (Auburn Apartments Project), Series 1996, in the original aggregate
principal amount of up to $4,940,000, and Taxable Multifamily Housing
Revenue Bonds (Auburn Apartments Project), Series 1996, in the original
aggregate principal amount of up to $2,860,000, which bonds and the interest
and any premium thereon shall be payable solely from the revenues derived
from the Guaranteed Mortgage Pass-through Certificate issued by the Federal
National Mortgage Association and other revenues pledged pursuant to the
Indenture of Trust; approving the form of and authorizing the execution and
delivery of the Indenture of Trust, the Bond Purchase Agreement, the Financing
Agreement, Amendments Number One to the Regulatory Agreements, and the
Preliminary Official Statement and Official Statement; approving the form of
and authorizing the execution and delivery of the Bonds; and providing for the
securities, rights, and remedies of the holders of the Bonds
WHEREAS, the City of Hopkins, Minnesota (the "Issuer"), is a home-rule charter
city 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, Chapters 462A and 462C, as amended (the "Acts"), the
Issuer is authorized to issue its revenue bonds or obligations in such principal amount as,
in the opinion of the Issuer, is necessary to provide sufficient funds for achieving the
purposes of the program and a multifamily housing development, including the payment
of interest on the bonds and obligations of the Issuer, the establishment of reserves to
secure such bonds and obligations, and the payment of all other expenditures of the Issuer
incident to and necessary or convenient to carry out the purposes of the program and the
multifamily housing development, as well as to issue bonds or notes for the purpose of
refunding any bonds or notes of the Issuer then outstanding; and
WHEREAS, the Issuer has heretofore issued its Multifamily Housing Revenue
Refunding Bonds (Auburn Apartments Project), Series 1991 (the "1991 Bonds"), the
proceeds of which were loaned to Auburn Limited Partnership (the "Borrower") to
finance a 136-unit multifamily rental housing facility located within the jurisdictional
boundaries of the Issuer (the "Project"); and
WHEREAS, the Issuer, by passage of Resolution No. 95-103 on December 5,
1995, adopted an amended and restated housing program with respect to the Project (the
"Program") pursuant to and in conformity with the Acts after public hearing thereon and
after one publication of notice in a newspaper circulatiixg generally within the
., jurisdictional boundaries of'the Issuer, at least fifteen (15) days before the date of the
hearing, as required. by the Acts; and
WHEREAS, on or prior to the date of publication of such notice, the Program was
submitted to the Metropolitan Council, and the Metropolitan Council presented its
favorable comments to the Issuer, by letter dated November 20, 1995; and no material
changes or changes inconsistent with the Metropolitan Council comments were made to
the Program; and
WHEREAS, the Issuer has developed the Program to provide a means of
financing decent, safe, and sanitary housing for low and moderate income residents of the
City of Hopkins at rents they can afford. and further (1) to provide for and promote the
public health, safety, morals, and welfare; {2) to provide for efficient and well-planned
urban growth and development, including the elimination and prevention 'of potential
urban blight, and the proper coordination of industrial facilities with the public services,
mass transportation and multifamily housing developments and (3) to. assist persons of
low and moderate income in obtaining safe and sanitary housing at rents which they can
afford, which constitute valid public purposes for the issuance of revenue bonds under the
Acts; and
WHEREAS, the Issuer proposes to refinance the Project and finance the Program
pursuant to the Acts and this Resolution by the issuance of Multifamily Housing Revenue
Refunding Bonds (Auburn Apartments Project), Series 1996 (the "Tax Exempt Bonds"),
in the original aggregate principal amount of $4,940,000, and Taxable Multifamily
Housing Revenue Bonds (Auburn Apartments Project), Series 1996 (the "Taxable
Bonds"), in the original aggregate principal amount of $2,860,000 (hereinafter referred to
collectively as the "Bonds"); and
WHEREAS, the Bonds will be issued under an Indenture of Trust, as hereinafter
defined; and will be secured by a Guaranteed Mortgage Pass-through Certificate issued
by the Federal National Mortgage Association (the "Pass-through Certificate") and a
pledge and assignment of certain other revenues, all in accordance with the terms of the
Indenture of Trust, and the Bonds and the interest on the Bonds shall be payable solely
from the revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer
within the meaning of any constitutional or statutory limitation, nor shall the Bonds
constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general
credit of 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 said Project;
and
WHEREAS, the public hearing with respect to the Program satisfied the
requirements of Section 147(fj of the Internal Revenue Code of 1986, as amended;
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNC_ IL OF.THE
CITY OF HOPKINS, MINNESOTA, AS FOLLOWS:
1. For the purpose of refinancing the acquisition, construction and
installation of the Project and related costs of the Program, including the payment of
interest on the Bonds, the establishment of a reserve to secure the bonds, and the payment
of all other expenditures of the Issuer incident to and necessary or convenient to carry out
the purposes of the Program and the Project, there is hereby authorized the issuance, sale
and delivery of the Bonds in the original aggregate principal amount not to exceed
$7,800,000, the proceeds of which shall be applied to the redemption of the 1991 Bonds
and to the payment of other costs related to the Program and Project. The Bonds shall be
in such principal amounts of Tax Exempt Bonds and Taxable Bonds, shall be numbered,
shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be
in such form and have such other details and provisions as ~aze prescribed in the Indenture
of Trust, dated as of March 1, 1996 (the "Indenture"), between the Issuer and First Trust
National Association, as trustee (the "Trustee"), substantially in the form now on file with
the Issuer. The Tax Exempt Bonds shall beaz interest at the rates established by the
marketing of the Bonds; provided that no interest rate shall exceed six and one-half
percent per annum. The Taxable Bonds shall bear interest at the rates established by the
marketing of the Bonds; provided that no interest rate shall exceed nine percent per
annum. Notwithstanding the preceding, the Mayor may establish or change the maturity
dates for the Bonds, the principal amount of the Bonds maturing on any date of maturity,
the principal amounts of the Bonds subject to redemption, and the dates of redemption of
the Bonds. The forms of the Bonds included in the Indenture aze approved in substantially
the forms in the Indenture, subject to such changes not inconsistent with this resolution and
applicable law, and subject to such changes that are approved by the Mayor of the Issuer.
The issuance and delivery of the Bonds shall be conclusive evidence that the Mayor has
approved all provisions of the Bonds as issued and any changes to the forms of the Bonds
on file with the Issuer on the date hereof.
2. The Bonds shall be special obligations of the Issuer payable solely from
the revenues provided by the Pass-through Certificate and other funds pledged pursuant
to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor
and the Manager of the Issuer (the "Mayor" and the "Manager," respectively) to execute
and deliver the Indenture, and hereby authorizes and directs the execution of the Bonds in
accordance with the Indenture, and hereby provides that the Indenture shall provide the
forms and conditions, covenants, rights, obligations, duties, and agreements of the
bondholders, the Issuer, and the Trustee, as set forth therein.
All the provisions of the Indenture, when executed as authorized herein, shall be
deemed to be a part of this Resolution as fully and to the same extent as if incorporated
verbatim herein and shall be in full force and effect from the date of execution and
delivery of the Indenture. The Indenture shall be substantially in the form now 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 the Mayor's
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discretion, shall rle'termine,~ and the execution thereof by the Mayor shall be conclusive
evidence of such determination.
3. The Mayor and Manager are hereby authorized and directed to execute and
deliver Amendment Number One to the Regulatory Agreement, dated as of March 1,
1996, by and between the Issuer and the Borrower, relating to Auburn Apartments North,
and Amendment Number One to the Regulatory Agreement, dated as of March 1, 1996
by and between the Issuer and the Borrower, relating to Auburn Apartments South
(hereinafter referred to collectively as the "Amendments"). All of the provisions of the
Amendments, when executed and delivered as authorized herein, shall be deemed to be a
part of this Resolution as fully and to the same extent as if incorporated verbatim herein
and shall be in full force and effect from their date of execution and delivery. The
Amendments shall be substantially in the forms now on file with the Issuer, with such
variations, omissions, and insertions as do not materially change the substance thereof, or
as the Mayor, in the Mayor's discretion, shall determine, and the execution•thereof by the
Mayor shall be conclusive evidence of such determination.
4. The Mayor and Manager are hereby authorized and directed to execute and
deliver the Financing Agreement (the "Financing Agreement"), dated as of March 1,
1996, among the Issuer, the Trustee, and the Borrower, providing for the loan of the
proceeds of the Bonds to the Borrower. All of the provisions of the Financing
Agreement, when executed and delivered as authorized herein, shall be deemed to be a
part of this Resolution as fully and to the same extent as if incorporated verbatim herein
and shall be in full force and effect from the date of execution and delivery of the
Financing Agreement. The Financing Agreement shall be substantially in the form now
on file with the Issuer with such variations, omissions, and insertions as do not materially
change the substance thereof, or as the Mayor, in the Mayor's discretion, shall determine,
and the execution thereof by the Mayor shall be conclusive evidence of such
determination.
5. The Mayor and Manager are hereby authorized and directed to execute the
Bond Purchase Agreement, among the Issuer, Miller & Schroeder Financial, Inc. (the
"Underwriter"), and the Borrower (the "Bond Purchase Agreement"), relating to the
Bonds. All of the provisions of the Bond Purchase Agreement, when executed and
delivered as authorized herein, shall be deemed to be a part of this Resolution as fully and
to the same extent as if incorporated verbatim herein and shall be in full force and effect
from the date of execution and delivery of the Bond Purchase Agreement. The Bond
Purchase Agreement shall be substantially in the form now 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 the Mayor's discretion. shall determine,
and the execution thereof by the Mayor shall be conclusive evidence of such
determination.
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6. The Trustee is hereby appointed the custodian of the funds and accounts
created under the" Indenture and the paying agent and bond registrar with respect to the
Bonds. "
7. The Mayor, Manager, and Clerk of Issuer (the "Clerk") are Hereby
authorized to execute and deliver, on behalf of the Issuer such other certificates,
instruments, and other documents as aze necessary, customary, or appropriate in
connection with the issuance, sale, and delivery of the Bonds, or are necessary to
establish the validity or enforceability of the Bonds, or are required by Co-bond Counsel
to establish the validity or enforceability of the Bonds or the exclusion from gross income
of interest on the Bonds for purposes of Federal and State of Minnesota income taxation
(including a certificate as to the status of the Bonds as "arbitrage bonds," an Information
Return for Tax-Exempt Private Activity Bonds Issues, Form 8038 (Rev. March 1995),
UCC-1 financing" statements, and, if necessary, a Blanket Issuer Letter of Representations
to The Depository Trust Company).
8. The Mayor, Manager, and Clerk are hereby authorized to execute and
deliver, on behalf of the Issuer, such instruments as may be necessary and appropriate to
effect the transfer of the Mortgage Note (the "Note") and the Multifamily Mortgage,
Assignment of Rents, and Security Agreement (the "Mortgage") to the Lender (as defined
in the Indenture) in connection with the Trustee's receipt of the Pass-through Certificate
including, without limitation, an endorsement of the Note to the Trustee, and assignment
of the Mortgage to the Trustee. The Trustee is hereby authorized to accept the Pass-
through Certificate from the Federal National Mortgage Association.
9. The Issuer hereby consents to the distribution of the Preliminary Official
Statement, relating to the Bonds (the "Preliminary Official Statement"). The Issuer
hereby consents to the use by the Underwriter of the final Official Statement,
substantially in the form of the Preliminary Official Statement described above (the
"Official Statement"), in connection with the offer and sale of the Bonds. The
Preliminary Official Statement and the Official Statement are the sole materials
consented to by the Issuer for use in connection with the offer and sale of the Bonds. The
Issuer has not participated in the preparation of the Preliminary Official Statement or the
Official Statement and takes no responsibility for and makes no representation or
warranty as to the accuracy or completeness of such information.
10. Ail covenants, stipulations, obligations, and agreements of the Issuer
contained in this resolution and the aforementioned certificates, instruments, and
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. No covenant,
stipulation, obligation, or agreement herein contained or contained in the aforementioned
certificates, instruments, or documents shall be deemed to be a covenant, stipulation,
obligation, or agreement of any member of the City Council of the Issuer, or any officer,
agent, or employee of the Issuer in that person's individual capacity, and neither the City
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Council of the Issuer nor any officer or employoe executing the Bonds shall be liable
personally on the Bonds or be subject to any peisonal liability or accountability by reason
of the issuance thereof. -
No provision, covenant, or agreement contained in the aforementioned
certificates, instruments, or documents, or in 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 pay or remit any funds or revenues, other than funds and revenues derived from
the Financing Agreement which are to be applied to the payment of the Bonds, as
provided therein and in the Indenture.
11. 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 the Issuer or any
holder 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 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 holder from time
to time of the Bonds issued under the provisions of this resolution.
12. In case any one 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.
13. The Bonds, when executed and delivered, shall contain a recital that they
are issued pursuant to the Acts, 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, exist, and have been
performed as so required by law.
14. The officers of the Issuer and its attorneys, agents and employees are
hereby authorized to do all acts and things required of them by or in connection with this
resolution, the aforementioned certificates, instruments, or documents, and the Bonds for
the full, punctual, and complete performance of all the terms, covenants, and agreements
contained in the Bonds, the aforementioned certificates, instruments, and documents, and
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this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry
out the execution of ariy of the documents or other acts provided herein, any other
T ~ member of the City Council of the Issuer shall be authorized to act in the capacity of the
Mayor 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 Issuer. If for any reason
the Manager or Clerk of the Issuer are unable to execute and deliver the documents
referred to in this resolution, such documents may be executed by any member of the City
Council or the Deputy Clerk, respectively, with the same force and effect as if such
documents were executed and delivered by the Manager or Clerk of the Issuer. If the
person whose signature appears on any of the foregoing certificates, instruments, or
documents as the Mayor, Manager, or Clerk shall cease to be the Mayor, Manager, or
Clerk, respectively, before the date of issuance of the Bonds such signature shall,
nevertheless, be valid and sufficient for ail purposes.
15. This resolution shall be in full force and effect from and after its passage.
Adopted by the City Council of the Issuer this ~ ~ day of February, 1996.
Attest:
James A. Genellie
Clerk
GP:237285 v2
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