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HomeMy WebLinkAboutCC RES 96-030 RESOLUTION RELATING TO CHANDLER PLACE PROJECT; AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING DEVELOPMENT REFUNDING REVENUE BONDS; SERIES 996A (GNMA COLLATERALIZED -CHANDLER PLACE LIMITED PARTNERSHIP PROJECT) AND (GNMA COLLATERALIZ Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 103294 Box: 26 Folder: RES 1996 Document: CC RES 96-030 RESOLUTION RELATING TO CHANDLER PLACE PROJECT; AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING DEVELOPMENT REFUNDING REVENUE BONDS; SERIES 996A (GNMA COLLATERALIZED -CHANDLER PLACE LIMITED PARTNERSHIP PROJECT) AND (GNMA COLLATERALIZ A' • ' CITY OF ST. ANTHONY • RESOLUTION NO. 9 6-0 3 0 RESOLUTION RELATING TO CHANDLER PLACE PROJECT; AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING DEVELOPMENT REFUNDING REVENUE BONDS, SERIES 1996A (GNMA COLLATERALIZED -CHANDLER PLACE LIMITED PARTNERSHIP PROJECT) AND MULTIFAMILY HOUSING DEVELOPMENT REVENUE BONDS, SERIES 1996B (TAXABLE) (GNMA COLLATERALIZED -CHANDLER PLACE LIMITED PARTNERSHIP PROJECT); APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING TO SUCH BONDS BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota (the "City"), as follows: Section 1. Recitals. • 1.01. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City has heretofore issued its Multifamily Housing Revenue Bonds (St. Anthony Nursing Home Project), Series 1985 (the "Series 1985 Bonds") in the aggregate principal amount of $6,350,000 pursuant to an Indenture of Trust, dated as of December 1, 1985 (the "1985 Indenture"), between the City and First Trust Company, Inc. (now known as First Trust National Association) (the "Series 1985 Trustee"). 1.02. By a Loan Agreement, dated as of December 1, 1985 (the "1985 Loan Agreement") between the City and St. Anthony Nursing Home, a Minnesota general partnership (the "Company"), the City agreed to lend the proceeds of the Series 1985 Bonds to the Company to finance a Project consisting of the acquisition, construction and equipping of a 119-unit multifamily residential facility in the City (the "Project"), and the Company agreed to repay the loan at times and in amounts sufficient to pay the principal of and interest on the Series 1985 Bonds when due. 1.03. The Series 1985 Bonds are now outstanding in the principal amount of $5,960,000. The Company has transferred or will transfer ownership to Chandler Place Limited Partnership, a Minnesota limited partnership (the "Partnership"), and has represented to the City that the ownership and partners of the Partnership are identical to the ownership and partners of the Company, as constituted throughout the preceding six month period. The representatives and principals of the Company • and the Partnership have proposed that the City now issue its bonds under the Act and lend the proceeds thereof to the Partnership which will agree to apply such 1 � proceeds to the refunding of the outstanding Series 1985 Bonds and to the payment of certain other costs incurred in connection with the Project and the financing or refinancing thereof. A public hearing on the proposal to issue the proposed bonds for such purposes has been held upon published notice, and all interested persons given an opportunity to be heard with respect thereto. 1.04. Forms of the following documents relating to the proposed issue of refunding bonds have now been prepared and submitted to the City Council: (a) an Indenture of Trust, dated as of May 1, 1996 (the "Series 1996 Indenture"), between the City and First Trust National Association (the "Series 1996 Trustee"), whereby the City prescribes the terms and conditions for the issuance of two series of bonds: Multifamily Housing Development Refunding Revenue Bonds, Series 1996A (GNMA Collateralized - Chandler Place Limited Partnership Project) in the aggregate principal amount not to exceed $5,960,000 (the "Series 1996A Bonds") and Multifamily Housing Development Revenue Bonds, Series 1996B (Taxable) (GNMA Collateralized - Chandler Place Limited Partnership Project) in an aggregate principal amount not to exceed $1,240,000 (the "Series 1996B Bonds"); (b) a Loan Agreement, dated as of May 1, 1996 (the "Series 1996 Loan Agreement"), between the City, the Partnership, Glaser Financial Group, Inc. • (the "Lender"), and the Series 1996 Trustee, whereby the City agrees that the proceeds of the Series 1996A Bonds and the Series 1996B Bonds (collectively, the "Series 1996 Bonds") shall be used to fund a loan (the "Mortgage Loan") by the Lender to the Partnership, to be evidenced by a promissory note (the "Mortgage Note") of the Partnership, secured by a mortgage lien (the "Mortgage") on the Project; the Mortgage is to be insured by the Federal Housing Administration (the "FHA"), and upon endorsement of the Mortgage Loan by the FHA the Lender is to issue and deliver to the Series 1996 Trustee, as security for the Series 1996 Bonds, a security (the "GNMA Security") issued by the Lender and guaranteed as to timely payment of principal and interest by the Government National Mortgage Association ("GNMA"); (c) a Bond Purchase Agreement (the "Bond Purchase Agreement"), between the City, the Partnership and FBS Investment Services, Inc. (the "Underwriter"), whereby the Underwriter agrees to purchase the Series 1996 Bonds; (d) a draft form of Preliminary Official Statement, whereby the Series 1996 Bonds are offered to investors; and • - 2 - • (e) a First Supplemental Indenture of Trust, dated as of May 1, 1996 (the "Supplemental Indenture"), between the City and the Series 1985 Trustee, supplementing the Series 1985 Indenture and whereby the City deposits with the Series 1985 Trustee funds and securities therein identified in order to provide for the defeasance and redemption of the Series 1985 Bonds. Section 2. Findings. It is hereby found and determined that the City is authorized by the Act to issue the Series 1996 Bonds and it is in the public interest that the City issue the Series 1996 Bonds on the terms and conditions specified in the Series 1996 Indenture. As provided in the Series 1996 Indenture, the Series 1996 Bonds are and shall be special, limited obligations of the City. Neither the full faith and credit or the taxing power of the City is or shall be pledged to payment of the principal of, premium, if any, or interest on the Series 1996 Bonds. The principal of, premium, if any, and interest on the Series 1996 Bonds shall be payable solely from the sources specified in the Series 1996 Indenture. No Series 1996 Bond or any provision of any other document relating thereto shall be at any time construed to constitute an indebtedness or obligation of any sort of the State of Minnesota or Hennepin County. Section 3. Authorization and Approval. • 3.01. It is recognized that as of the date of adoption of this Resolution, the precise interest rates, maturity dates and amounts, redemption dates and prices, and purchase price of the Series 1996 Bonds have not been finalized. Therefore, the Mayor and City Manager of the City are authorized to approve those details of the Series 1996 Bonds, without further action by this Council, provided that (i) no interest rate shall exceed 7.00% per annum for the Series 1996A Bonds, nor 8.25% for the Series 1996B Bonds; and (ii) none of the Series 1996 Bonds shall mature later than December 1, 2025. 3.02. The forms of the Series 1996 Loan Agreement, Series 1996 Indenture, the Supplemental Indenture, and the Bond Purchase Agreement are hereby approved. When the details of the Series 1996 Bonds have been finalized pursuant to Section 3.01, the Mayor and City Manager are hereby authorized and directed, in the name and on behalf of the City, to execute and deliver the Series 1996 Loan Agreement, the Series 1996 Indenture, the Supplemental Indenture, and the Bond Purchase Agreement in substantially the forms thereof now on file with the City Manager. 3.03. The Series 1996 Bonds in substantially the forms prescribed by the Series 1996 Indenture shall be executed by facsimile or manual signatures of the appropriate officers of the City and shall be delivered to the Series 1996 Trustee for authentication and for delivery to the original purchasers of the Series 1996 Bonds, • - 3 - • or to the Underwriter, acting on their behalf, upon receipt by the Series 1996 Trustee of the purchase price specified in the Bond Purchase Agreement. 3.04. The City consents to the use by the Underwriter, in accordance with applicable securities laws and regulations, of the Preliminary Official Statement, and authorizes preparation and distribution of a final Official Statement in substantially the same form but including such details as interest rates, prices, maturity dates and amounts, redemption dates and redemption prices omitted from the Preliminary Official Statement. The City has not participated in the preparation of the Preliminary Official Statement or final Official Statement, has not made an independent investigation with respect to the information contained therein, and assumes no responsibility for the accuracy or completeness of the information contained therein. 3.05. The officers and employees of the City are hereby authorized and directed to do all acts and things, and to execute all documents , necessary in connection with the issuance of the Series 1996 Bonds. If the Mayor or City Manager is absent or unable to execute any document herein authorized to be executed by either or both of them, such document may be executed by the acting Mayor or by the deputy or assistant City Manager. The approval hereby given to the form of any document shall include such additions and amendments thereto or deletions therefrom as the officers executing such document on behalf of the City may find • necessary or desirable, and the execution of any document by an officer of the City shall be conclusive evidence of its approval and authorization hereunder. The Mayor and City Manager are authorized and directed to prepare and furnish to the Underwriter and to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 1985 Bonds and Series 1996 Bonds, as they appear from the books and records of the City. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 3.06. The City Manager is hereby authorized in the name of the City to make such investments or purchase such securities as with the approval of the Partnership, the Underwriter, and Bond Counsel are necessary and appropriate to effect the defeasance of the Series 1985 Bonds as provided in the Supplemental Indenture. Section 4. Development Contract Amendment. The obligation of the City to issue the Series 1996 Bonds is subject to the payment to the St. Anthony Housing and Redevelopment Authority (the "HRA") of $600,000 in satisfaction of the loan made by the HRA to the Company pursuant to the Development Agreement dated as of December 1, 1985 between the HRA and the Company, as provided in the proposed First Amendment to Development Agreement between the HRA and the Partnership, a copy of which has been prepared and submitted to the City Council. • -4 - • Section 5. Effective Date. This Resolution shall be effective upon its approval by the Mayor. ADOPTED: April 23, 1996 --''CY�G�cPtiuQ Mayor Attest: City Clerk Reviewed for Administration: 4 . 144 ity Manager • • - 5 -