1987-011
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CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 81- 11
Authorizing the issuance of the City of Hopkins,
Minnesota, Multifamily Housing Development Revenue
Bonds (FHA Insured Mortgage Loan - Interlachen Oaks
Apartments Project), Series 1981, in the aggregate
principal amount not to exceed $9,231,000 which bonds
and the interest and premium thereon shall be payable
solely from the revenues pledged thereto; prescribing
the form of and authorizing the execution of a Trust
Indenture and a Loan Agreement; authorizing the
execution and sale of the bonds and directing delivery
thereof; authorizing acceptance of the Bond Purchase
Agreement in connection with the. bonds; consenting to
the distribution of a Preliminary Official Statement and
a form of final Official Statement and providing for the
securities, rights, and remedies of the holders of said
revenue bonds.
WHEREAS, to provide a means of financing the cost of a rental housing
development that will provide decent, safe and sanitary housing for low and
moderate income residents of the City at rents they can afford, and further to
provide for and promote the public health, safety, morals and welfare and 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 public services, mass transportation and multifamily
housing developments; which constitute valid public purposes for the issuance of
revenue bonds under the Acts, the City has developed a program (the "Program")
with respect to the issuance by the City of its revenue bonds pursuant to the Acts
to finance the acquisition and preparation of a site and the construction of a
multifamily rental housing development located in the City and containing
approximately 174 units (the "Project"); and
WHEREAS, the City developed a Housing Plan pursuant to and in conformity
with the Acts, and held a public hearing thereon after one publication of notice in a
newspaper circulating generally in the City; and
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WHEREAS, the Program, an individual component of the Housing Plan
pursuant to which the issuance of the housing revenue bonds of the City was
proposed, was developed by the City and made a part of the Housing Plan; and
WHEREAS, the City Council of the City adopted the Program by the
passage of a resolution on March 4, 1986; and
WHEREAS, the Acts require review of the Program by the Minnesota
Housing Finance Agency (the "Agency"), which review began March 25, 1986, with
the Program not being rejected before April 25, 1986; and
WHEREAS, pursuant to the Acts and the Indenture, the City proposes to
undertake the Program and for the financing thereof, to authorize, issue and sell
its housing revenue bonds, described below (the "Bonds"); and
WHEREAS, neither the State of Minnesota nor any political subdivision
thereof (other than the City and then only to the extent of the trust estate pledged
in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of
the State of Minnesota or any political subdivision thereof (other than the City and
then only to the extent of the trust estate pledged in the Indenture), and in any
event shall not give rise to a charge against the credit or taxing power of the City,
the State of Minnesota, or any political subdivision thereof;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF HOPKINS, MINNESOTA:
Section 1. The City Council of 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, that
accomplishing this is a public purpose, and that many would-be providers of housing
units in the City are either unable to afford mortgage credit at present market
rates of interest or are unable to obtain mortgage credit because the mortgage
credit market is severely restricted.
Section 2. The City Council of the City further finds, determines, and
declares that it is in the best interest of the City that it (1) issue its Multifamily
Housing Development Revenue Bonds (FHA Insured Mortgage Loan - Interlachen
Oaks Apartments Project), Series 1987, in an aggregate principal amount not
exceeding $9,231,000 (the "Bonds"), and (2) provide for the use of the Bond
proceeds by the City to make a mortgage loan (the "Mortgage Loan") to Interlachen
Oaks, A Minnesota Limited Partnership (the "Developer") in accordance with the
provisions of the Building Loan Agreement dated as of March 1, 1987, by and
between First Trust Company, Inc., as trustee (the "Trustee" under a Trust
Indenture dated as of March 1, 1987 [the "Indentureff] by and between the City and
the Trustee), and the Developer (the "Building Loan Agreement) and the Loan
Agreement dated as of March 1, 1987, by and between the City and the Developer
(the "Loan Agreement") all pursuant to. the Program in order to provide affordable
housing to persons and families of low and moderate income.
Section 3. For the purpose of financing the Program there is hereby
authorized the issuance of the Bonds in an amount not exceeding $9,231,000. The
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Bonds shall be in such principal amount, shall mature, shall bear interest (with a
base rate not to exceed eight and one-half percent (8.5%) per annum), shall be in
such denomination, shall be numbered, shall be dated, 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 Indenture and the Official Statement
hereinafter referred to.
Section 4. The Bonds shall be special obligations of the City payable solely
from the revenues of the Program and other amounts included in or derived from
the trust estate described in the Indenture. The Bonds' do not constitute an
indebtedness, liability, general or moral obligation (except to the extent of the
trust estate pledged under the Indenture) or a pledge of the full faith and credit or
any taxing power of the City, the State of Minnesota, or any political subdivision
thereof. The City Council of the City hereby authorizes and directs the Mayor of
the City (the "Mayor") and the City Manager (the "City Manager") to execute, on
behalf of and under the corporate seal of the City, the Indenture, and to deliver to
the Trustee the Indenture, and hereby authorizes and directs the execution of the
Bonds in accordance with the Indenture, and hereby provides that the Indenture
shall set forth the terms and conditions, covenants, rights, obligations, duties, and
agreements of the bondholders, the City, and the Trustee.
All of 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 thereof. The Indenture shall be substantially in the form on
file with the City on the date hereof, and is hereby approved, with such necessary
and appropriate variations, omissions, and insertions as do not materially affect the
substance of the transaction and as the Mayor and City Manager, in their
discretion, shall determine; provided that the execution thereof by the Mayor and
City Manager shall be conclusive evidence of such determination.
Section 5. The Mayor and the City Manager are hereby authorized and
directed to accept the offer of Piper, Jaffray &: Hopwood Incorporated (the
"Underwriter") contained in the Bond Purchase Agreement (the "Underwriting
Contract") and to execute such Underwriting Contract on behalf of the City under
the corporate seal of the City, and to deliver such Underwriting Contract to the
Underwriter. All of the provisions of the Underwriting Contract, 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 thereof. The
Underwriting Contract shall be substantially in the form on file with the City on
the date hereof, and is hereby approved, with such necessary and appropriate
variations, omissions, and insertions as do not materially affect the substance of
the transaction and as the Mayor and the City Manager, in their discretion, shall
determine; provided that the execution thereof by the Mayor and the City Manager
shall be conclusive evidence of such determination.
Section 6. The Mayor and City Manager are hereby authorized and directed
to execute and deliver the Loan Agreement and, when executed and delivered as
authorized herein, the Loan Agreement 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 thereof.
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The Loan Agreement shall be substantially in the form on file with the City on the
date hereof, and is hereby approved, with such necessary variations, omissions and
insertions as do not materially affect the substance of the transaction and as the
Mayor and City Manager, in their discretion, shall determine; provided that the
execution thereof by the Mayor and City Manager shall be conclusive evidence of
such determination.
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Section 7. The City Council of the City hereby approves and accepts the
Building Loan Agreement (the "Building Loan Agreementtf) by and between the
Developer and Glaser Financial Group, Inc. (the "Lender") and when executed and
delivered by the parties thereto, the Building Loan Agreement shall be deemed to
be a part of this resolution as fully and to t,he same extent as if incorporated
verbatim herein and shall be in full force and effect from the date of execution and
delivery thereof. The Building Loan Agreement shall be substantially in the form
on file with the City on the date hereof with such necessary variations, omissions,
and insertions as do not materially affect the substance of the transaction and as
the Mayor and City Manager, in their discretion, shall determine; provided that the
execution thereof by the parties thereto shall be conclusive evidence of such
determination. The City hereby acknowledges and approves delivery by the Owner
to the Trustee of various instruments to secure payment of the Bonds including, but
not limited to, a mortgage note endorsed for insurance by FHA, a mortgage, an
FHA regulatory agreement, a supplemental interest agreement, and other security
documents to be delivered in connection thereto.
Section 8. All covenants, stipulations, obligations, representations, and
agreements of the City contained in this resolution or contained in the Indenture,
Loan Agreement, the Underw~iting Contract or other documents referred to above
shall be deemed to be the covenants, stipulations, obligations, representations, and
agreements of the City to the full extent authorized or permitted by law, and all
such covenants, stipulations, obligations, representations, and agreements shall be
binding upon the City. Except as otherwise provided in this resolution, all rights,
powers, and privileges conferred, and duties and liabilities imposed upon the City
or the City Council by the provisions of this resolution or of the Indenture, the
Loan Agreement, the Underwriting Contract or other documents referred to above
shall be exercised or performed by the City, or by such members, 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 Indenture, the Loan Agreement,
the Underwriting Contract or other documents referred to above 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 the City Council of the City nor any officer or employee
executing the Bonds shall be liable personally on the Bonds or be subject to any
personal liability or accountability by reason of the issuance thereof. No provision,
covenant or. agreement contained in the Indenture, the Loan Agreement, the
Underwriting Contract, the Bonds or in any other document related to the Bonds,
and no obligation therein or herein imposed upon the City or the breach thereof,
shall constitute or give rise to a general obligation of the City or any charge upon
its general credit or taxing powers. In making the agreements, provisions,
covenants and representations set forth in the Indenture, the Loan Agreement, the
Underwriting Contract, the Bonds or in any other document related to the Bonds,
the City has not obligated itself to payor remit any funds or revenues, other than
the trust estate described in the Indenture.
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Section 9. The City Council hereby finds, determines and declares that the
Project has been designed to be affordable by persons and families with adjusted
gross incomes not in excess of 110 percent of the median family income as most
recently estimated by the United States Department of Housing and Urban
Development for the Minneapolis-St. Paul Standard Metropolitan Statistical Area
and that 20 percent of the dwelling units in the Project will be held for occupancy
by families and individuals with adjusted gross incomes not in excess of 80 percent
of the median family income as most recently estimated by the United States
Department of Housing and Urban Development for the Minneapolis-St. Paul
Standard Metropolitan Statistical Area.
Section 10. Except as herein otherwise expressly provided, nothing in this
resolution . or in the Indenture, expressed or implied, is intended or shall be
construed to confer upon any person, firm, or corporation other than the City, the
holders of the Bonds, the Trustee, and the Developer to the extent expressly
provided in the Indenture, any right, remedy, or claim, legal or equitable, under and
by reason of this resolution or any provision hereof or of the Indenture or any
provision thereof, this resolution, the Indenture and all of their provisions being
intended to be and being for the sole and exclusive benefit of the City, the holders
from time to time of the Bonds issued under the provisions of this resolution and
the Indenture, and the Developer to the extent expressly provided in the Indenture.
Section 11. In case anyone or more of the provisions of this resolution or of
the Indenture 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 Indenture or of the Bonds, but this resolution, the
Indenture, and the Bonds shall be construed as if such illegal or invalid provision
had not been contained therein. The terms and conditions set forth in the
Indenture, the creation of the funds provided for in the Indenture, the provisions
relating to the application of the proceeds derived from the sale of the Bonds
pursuant to and under the Indenture, and the application of all revenues, collateral,
and other monies are all commitments, obligations, and agreements on the part of
the City contained in the Indenture, and the invalidity of the Indenture shall not
affect the commitments, obligations, and agreements on the part of the City to
create such funds and to apply said revenues, other monies, and proceeds of the
Bonds for the purposes, in the manner, and according to the terms and conditions
fixed in the Indenture, it being the intention hereof that such commitments on the
part of the City are as binding as if contained in this resolution separate and apart
from the Indenture.
Section 12. The City Council 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 of them by or in connection with this resolution and the
Indenture and the other documents referred to above for the full, punctual, and
complete performance of all the terms, covenants, and agreements contained in
the Bonds, the Indenture and the other documents . referred to above, and this
resolution.
Section 13. The City hereby consents to the distribution of the Preliminary
Official Statement relating to the Bonds, substantially in the form on file with the
City on the date hereof, and ratifies the distribution thereof by the Underwriter.
The City hereby consents to the use by the Underwriter in connection with the sale
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of the Bonds of a final Official Statement, substantially in the form of the
Preliminary Official Statement on file with the City; provided that the City
Manager may consent to such variations, omissions, and insertions as are not
materially inconsistent with the form on file with the City on the date hereof. The
Preliminary Official Statement and the Final Official Statement are the sole
materials consented to by the City for use in connection with the offer and sale of
the Bonds.
Section 14. The Mayor and City Manager are authorized and directed to
execute and deliver any and all certificates, agreements or other documents which
are required by the Indenture, the Loan Agreement, Building Loan Agreement, the
Underwriting Contract, or any other certificates or documents which are deemed
necessary by bond counsel to evidence the validity or enforceability of the Bonds,
the Indenture or the other documents referred to in this Resolution; and the Mayor
and the City Manager are hereby designated as Officers of the City for the
purposes of executing the Officer's Certificate; and all such agreements or
representations when made shall be deemed to be agreements or representations,
as the case may be, of the City..
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Section 15. If for any reason the Mayor of the City is unable to execute and
deliver those docum~nts referred to in this Resolution, any other 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. If for any
reason the City Manager of the City is unable to execute and deliver the
documents referred to in this Resolution, such documents may be executed and
delivered by any other member of the City Council with the same force and effect
if such documents were executed and delivered by the City Manager of the City.
Section 16. All costs incurred by the City in connection with the issuance,
sale and delivery of the Bonds and the execution and delivery of the Indenture, the
Building Loan Agreement, the Loan Agreement, or the Underwriting Contract or
any other agreement or instrument relative to the Bonds, whether or not actually
issued or delivered, shall be paid by the Developer or reimbursed by the Developer
to the City.
Section 17. This resolution shall be in full force and effect from and after
its passage.
Adopted by the City Council February 17, 1987.
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Mayor
ATTEST:
City Clerk
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