Loading...
96-73CITY OF CHANHASSEN, MINNESOTA RESOLUTION NO. 96-73 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF $2,605,000 MULTIFAMILY HOUSING DEVELOPMENT REVENUE REFUNDING BONDS (FHA INSURED MORTGAGE LOAN -- HERITAGE PARK APARTMENTS PROJECT) SERIES 1996, AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATiNG THERETO, AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS THEREOF WHEREAS, the City of Chanhassen, Minnesota (the "City") is a municipal corporation 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 by issuing its revenue bonds to defray, in whole or in part, the development costs of a multifamily rental housing development, or to refund any such revenue bonds, 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, the City has adopted a Program (the "Program") relating to the Heritage Park Housing Project, a 60-unit rental housing project located in the City (the "Project") pursuant to and in conformity with the Act; and WHEREAS, pursuant to the Program, the City issued its Multifamily Housing Development Revenue Bonds (FHA Insured Mortgage Loan - Herritage Park Apartments Project), Series 1988 (the "1988 Bonds") in the aggregate principal amount of $2,930,000, pursuant to a Trust Indenture dated as of November 1, 1988 (the "Original Indenture") between the City and First Trust National Association, as trustee (the "Trustee"), for the purpose of financing the acquisition and construction of the Project; and WHEREAS, the City loaned the proceeds of the 1988 Bonds to Heritage Park Apartments Limited Partnership, a Minnesota limited parmership (the "Company"), owner of the Project, pursuant to a Loan Agreement dated as of November 1, 1988 (the "Original Loan Agreement") to finance the acquisition and construction of the Project; and WHEREAS, the Company proposes that the City refinance the Project by the issuance of its $2,605,000 Multifamily Housing Development Revenue Refunding Bonds (FHA Insured Mortgage Loan - Heritage Park Apartments Project), Series 1996 (the "Bonds") under the Act pursuant to this Resolution; and WHEREAS, the Bonds will be issued under a First Supplemental Trust Indenture dated as of September 1, 1996 between the City and the Trustee which supplements the Original BMB109081 C'I'I135-33 1 Indenture (as supplemented, the "Indenture"), and will be payable from revenues derived from the Original Loan Agreement, as amended by a First Amendment to Loan Agreement, dated as of September 1, 1996 between the City and the Company (the Original Loan Agreement, as supplemented, is referred to herein as the "Loan Agreement"), and secured by a mortgage lien on the Project pursuant to that certain Mortgage dated as of May 1, 1989, as modified with HUD approval to comply with the repayment terms of the Bonds, (the "Mortgage"), all in accordance with the terms of the Indenture, and the Bonds and the interest on the Bonds shall be payable solely from the revenue pledged therefor, and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers 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; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHANHASSEN, MINNESOTA, AS FOLLOWS: 1. For the purpose of refunding the 1988 Bonds, and thereby refinancing the Project, the City hereby authorizes the issuance, sale and delivery of the Bonds in the principal amount of $2,605,000, the proceeds of which shall be applied to redemption of the outstanding 1988 Bonds. The Bonds shall be in such principal amounts, shall bear interest at rates, 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 may be prescribed in the First Supplemental Trust Indenture, substantially in the form now on file with the City. The Bonds shall be special obligations of the City payable solely from the revenues provided by the Loan Agreement and other funds pledged pursuant to the Indenture. The Bonds are not to be payable from nor charged upon any funds of the City other than the revenues pledged to their payment, nor is the City subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the principal of, premium, if any, or interest on the Bonds; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and each Bond shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof and that no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Bonds shall contain a recital that they are issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. The Mayor and City Manager are authorized and directed to prepare and execute by manual or facsimile signature the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to Piper Jaffray Inc., as underwriter (the "Underwriter"). 2. The City Council hereby authorizes and directs the Mayor and the City Manager to execute and deliver the First Supplemental Trust Indenture, the First Amendment to Loan Agreement and the Bond Purchase Agreement by and among the City, the Company and the Underwriter (the "Bond Purchase Agreement"). All of the provisions of the Indenture, the Loan Agreement and the Bond Purchase Agreement, 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 BMB109081 2 CH135-33 effect from the date of execution and delivery thereof. The First Supplemental Trust Indenture, the First Amendment to Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the City, which are hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the officers executing the same, in their discretion, shall determine, and the execution thereof shall be conclusive evidence of such determination. 3. The Mayor and the City Manager of the City or either of them are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including without limitation a request and authorization to the Trustee to authenticate and deliver the Bonds, a Tax Certificate and a Letter of Representations to The Depository Trust Company ("DTC") for appointment of DTC as securities depository for the Bonds. 4. The City hereby consents to the distribution of the Preliminary Official Statement relating to the Bonds and to the use by the Underwriter of a final Official Statement, substantially in the form of the Preliminary Official Statement. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the City for use in connection with the offer and sale of the Bonds. The City has not participated in the preparation thereof and shall have no liability in connection with the contents of or use of such offering materials. 5. All covenants, stipulations, obligations and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither 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 aforementioned documents, 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 any pecuniary liability of the City or any charge upon its general credit- or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement, the Mortgage and the Assignment, which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 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 City, the Company 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 City, the Company and any holder from time to time of the Bonds issued under the provisions of this resolution. BMB109081 3 C~135-33 6. 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 legal 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. 7. The Bonds, when executed and delivered, shall contain a recital and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, 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. 8. The officers of the City 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 documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. 9. This resolution shall be in full force and effect from and after its passage. BMB109081 CH135-33 4 Adopted this 26th day of August, 1996. Attest: City Manager YES NO Chmiel Berquist Senn Mason Dockendorf None ABSENT None BMB109081 CH135-33 5