Loading...
88-117 D . CITY OF CHANHASSEN, MINNESOTA RESOLUTION NO. gg -/11 D Authorizing the issuance of the City of Chanhassen, Minnesota, Multifamily Housing Development Revenue Bonds (FHA Insured Mortgage Loan-Heritage Park Apartments Project) Series 1988. WHEREAS, the City of Chanhassen (hereinafter the "City") is duly organized and existing as a statutory city 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 City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a rental housing development, and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds; and . 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, including elderly persons, 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 60 units (the "Project"); and WHEREAS, the City developed a Housing Plan pursuant to and in conformity with the Acts and adopted the Housing Plan after a public hearing thereon after one publication of notice in a newspaper circulating generally in the City; and 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 Resolution No. 88-58 on June 13, 1988; and WHEREAS, the Acts require review of the Program by the Minnesota Housing Finance Agency (the "Agency"); and WHEREAS, the Program was submitted to the Agency and the Agency did not reject the Program; and . 1 e WHEREAS, pursuant to the Acts and the Indenture (as hereinafter defined), 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, the Developer (as hereinafter defined) has proposed to secure the Bonds by a FHA Mortgage and a Purchase Payment Agreement from the Developer to the hereinafter defined Trustee; 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 general 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 CHAMPLIN, MINNESOTA: . 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, including elderly persons, 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 further finds, determines, and declares that it is in the best interest of the City that it (1) issue its Multifamily Development Revenue Bonds (FHA Insured Mortgage Loan-Heritage Park Apartments Project), Series 1988 in an aggregate principal amount not exceeding $2,930,000 (the "Bonds" or "Series 1988 Bonds"), (2) provide for the use of the Series 1988 Bond proceeds by the City to make a loan (the "Loan") to Heritage Park Apartments Limited Partnership, a Minnesota limited partnership (the "Developer") in accordance with the provisions of a Loan Agreement, dated as of November 1, 1988, by and between the Developer and the City (the "Loan Agreement") and (3) to provide for the use of the proceeds of the Bonds and the security of the holders of the Bonds pursuant to the terms of an Indenture of Trust, dated as of November 1, 1988 (the "Indenture"), by and between the City and First Trust National Association, as trustee (the "Trustee"), all pursuant to the Program in order to provide affordable housing to persons and families of low and moderate income. e, Section 3. For the purpose of financing the Program there is hereby authorized the issuance of the Series 1988 Bonds in an amount not exceeding $2,930,000. The Bonds shall be dated as of November 1, 1988 and mature and bear interest from the dated date payable semiannually in arrears on January 1 and July 1 of each year, commencing January 1, 1989, in the amounts set forth in the Indenture. The Bonds shall be issued only upon receipt by the City of an allocation of bonding authority from the Minnesota Department of Trade and Economic Development in an amount sufficient to issue the Bonds and upon the expiration of the thirty-day review period provided to the Agency under the Acts and the failure by the Agency to reject the Program within said review period. 2 e The Bonds shall be in such denomination, shall be numbered, 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 faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. The City hereby authorizes and directs the Mayor of the City (the "Mayor") and the City Manager of the City (the "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. e 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 Manager, in their discretion, shall determine, including, without limitation, an increase or a reduction in some or all of the rates of interest and principal amounts for the various maturities; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. Section 5. The Mayor and the Manager are hereby authorized and directed to accept the offer of Piper, Jaffray & Hopwood Incorporated (the "Underwriter") contained in the Bond Purchase Agreement, dated as of or prior to the date of issuance of the Bonds (the "Bond Purchase Agreement"), to execute the Bond Purchase Agreement on behalf of the City under the corporate seal of the City, and to deliver the Bond Purchase Agreement to the Underwriter. 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 thereof. The Bond Purchase Agreement 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 Manager in their discretion, shall determine; provided that the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. -. Section 6. The Mayor and 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. 3 e 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 Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. Section 7. In order to provide for the continuing operation of the Project within the limitations set forth in the Indenture and the Loan Agreement, the Mayor and Manager are hereby authorized and directed to execute and deliver the Regulatory Agreement, dated as of November 1, 1988 (the "Regulatory Agreement") between the City, the Trustee and the Developer and, when executed and delivered as authorized herein, the Regulatory 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. The Regulatory 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 Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. e The City Council of the City further approves the form of the Declaration of Restrictive Covenants, dated as of November 1, 1988, to be executed by the Developer and filed against the Project in order to establish the limitations set forth in the Regulatory Agreement as covenants running with the land on which the Project will be located. Section 8. The Mayor and the Manager are hereby authorized and directed to execute and deliver the Arbitrage Rebate Agreement, dated as of November 1, 1988 between and among the City, the Developer and the Trustee (the "Arbitrage Rebate Agreement") on behalf of the City under the corporate seal of the City. All of the provisions of the Arbitrage Rebate 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 thereof. The Arbitrage Rebate Agreement 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 Manager in their discretion, shall determine; provided that the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. Section 9. The City Council of the City hereby approves the forms of the FHA Note, FHA Mortgage and Purchase Payment Agreement to be executed by the Developer to the Trustee, to provide additional security for the repayment of the Bonds. The City Council of the City further approves the form of the Partner Payment and Security Agreement to be executed by each Partner of the Developer to secure the Developer's obligations under the Purchase Payment Agreement. e Section 10. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, Loan Agreement, Regulatory Agreement, Bond Purchase Agreement or other 4 e e e 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 Regulatory Agreement, the Bond Purchase Agreement 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 Regulatory Agreement, the Bond Purchase Agreement 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 Regulatory Agreement, the Bond Purchase Agreement, 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 Regulatory Agreement, the Bond Purchase Agreement, 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. Section 11. 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 12. 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 5 e 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 13. 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 14. The City hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Official Statement, substantially in the form on file with the City; provided that the Mayor 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 Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. e Section 15. The Mayor and 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, the Bond Purchase Agreement, or the Regulatory Agreement, 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, or to evidence compliance with Section 142(d) or Section 148 of the Internal Revenue Code of 1986, as amended; 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 16. If for any reason the Mayor is unable to execute and deliver those documents 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 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 officer of the City or member of the City Council with the same force and effect if such documents were executed and delivered by the Manager of the City. Section 17. 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 Loan Agreement, the Regulatory Agreement or the Bond Purchase Agreement 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 18. This resolution shall be in full force and effect from and after its passage. . 6 e e . . . Adopted by the City Council on November fl- ATTEST:. p. "-cr"w, i Ii }-'-"'" \ City Man er i