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2003-45 ... ..... CITY OF CHANHASSEN RESOLUTION 2003-45 A RESOLUTION AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (VILLAGE ON THE PONDS PROJECT), SERIES 2003 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $6,000,000, WHICH BONDS AND THE INTEREST AND PREMIUM THEREON, IF ANY, SHALL BE PAYABLE SOLELY FROM THE REVENUES OF THE PROJECT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, REGULATORY AGREEMENT AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS. ,... WHEREAS, the City of Chanhassen (the "Issuer") is a municipal corporation and political subdivision organized and existing under the laws and the Constitution 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 Issuer is authorized to carry out the public purposes described therein and contemplated thereby in the financing of housing within its boundaries, by issuing 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 by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, on the date hereof, the Issuer has held a public hearing regarding a Program for Multifamily Housing Development (the "Program") pursuant to and in conformance with the Act and Section 147(t) of the Internal Revenue Code of 1986, as amended, after publication of notice of such hearing in a newspaper of general circulation in the City of Chanhassen at least 15 days before the hearing; and ,... WHEREAS, pursuant to the Act, the Issuer proposes to undertake the Program providing for the acquisition and construction of a multifamily rental apartment project consisting of 54 units (the "Project"), to be located at the northeast quadrant of the intersection of Lake Drive and Main Street in the City of Chanhassen, by VOP I, LLC (the "Company), as developer of the Project and, for the financing thereof, to authorize, issue and sell its Multifamily Housing Revenue Bonds (Village on the Ponds Project) Series 2003 in an aggregate principal amount not Ml:981635.01 1 AUTHORIZING RESOLUTION ,. ...... to exceed $6,000,000 (the "Bonds") payable solely from the amounts pledged therefor under the Indenture of Trust (the "Indenture") between the Issuer and Wells Fargo Bank Minnesota, National Association (the "Trustee"); and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer 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 Issuer or the State of Minnesota or any political subdivision thereof (other than the Issuer 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 Issuer, the State of Minnesota, or any political subdivision thereof; NOW, THEREFORE, BE IT RESOLVED by the City of Chanhassen: 1. The Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City of Chanhassen 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. The Issuer hereby adopts the Program. 2. For the purpose of financing the Project there is hereby authorized the issuance of the Bonds. The Bonds shall bear interest at such rates, shall be in such denomination, shall be JIll" 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 Indenture hereinafter referred to. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues ofthe Project, in the manner provided 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 Issuer, the State of Minnesota, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute the Indenture, and to deliver to said 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 provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the Issuer, and the Trustee as set forth therein. The City Manager is hereby authorized to approve changes to the maturity schedules and mandatory sinking fund payment schedules for the Bonds set forth in the Indenture and the Bond Purchase Agreement, provided that the maturity date for any Bond shall not be later than the date set forth in the form of the Indenture. The City Manager is hereby authorized to approve the final interest rate for the Bonds at a variable interest rate determined by Dougherty & Company LLC (the "Underwriter") as set forth in the Indenture and the Bond Purchase Agreement. " 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 Issuer on the date hereof, and is Ml:981635.01 2 AUTHORIZING RESOLUTION ,.,... hereby approved, with such changes as shall be approved by the City Manager; provided that the execution thereofby the City Manager shall be conclusive evidence of such determination. 4. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement") from 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 Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the City Manager; provided that the execution thereof by the City Manager shall be conclusive evidence of such determination. 5. The Mayor and the City Manager are hereby authorized and directed to execute the Loan Agreement (the "Loan Agreement") with the Company, 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. The Loan Agreement shall be substantially in the form on file with the Issuer on the date hereof, which are hereby approved, with such changes as shall be approved by the City Manager; provided that the execution thereof by the City Manager shall be conclusive evidence of such determination. .~ 6. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Regulatory Agreement (the "Regulatory Agreement") with the Company and the Trustee 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 Issuer shall have no obligation to enforce or monitor the Company's obligations under the Regulatory Agreement, and all such enforcement and monitoring shall be delegated to the Trustee. The Regulatory Agreement shall be substantially in the form on file with the Issuer on the date hereof, which is hereby approved, with such changes as shall be approved by the City Manager; provided that the execution thereof by the City Manager shall be conclusive evidence of such determination. r- 7. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this resolution or of the Indenture or other documents referred to above shall be exercised or performed by the Issuer, 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 Indenture or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any Ml:98163S.01 3 AUTHORIZING RESOLUTION ~ officer, agent, or employee of the Issuer in that person's individual capacity, and neither the Issuer, members of the Issuer 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. 8. 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 Issuer, and the Trustee, as fiduciary for owners of the Bonds, 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 Issuer and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. 9. 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 pledge of revenues derived from the Project referred to in the Indenture, the pledge of collateral derived from the Project referred to 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 said revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the Issuer contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer 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 Issuer are as binding as if contained in this resolution separate and apart from the Indenture. 10. 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 Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. ~ 11. The Issuer, members of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required by 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. MI:981635.01 4 AUTHORIZING RESOLUTION . ~.... "... 12. The City Manager is hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Bonds by the Indenture, the Loan Agreement, the Regulatory Agreement and the Bond Purchase Agreement. 13. The Mayor and the City Manager of the Issuer 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, the Regulatory Agreement or any other agreements, 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) 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 Issuer. 14. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this Resolution, any member of this City Council 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 Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by the Assistant City Manager of the Issuer with the same force and effect as if such documents were executed and delivered by the City Manager. "..... 15. This resolution shall be in full force and effect from and after its passage. Adopted this 28th day of April, 2003. ~j _.~ Mayor A~ y~4~- ,..... Ml:981635.01 5 AUTHORIZING RESOLUTION