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060523 Resolution 1453 Fort SnellingHOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. 1453 RESOLUTION AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY HOUSING REVENUE OBLIGATIONS FOR THE BENEFIT OF FORT SNELLING LEASED HOUSING ASSOCIATES I, LLLP; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO; AND TAKING OTHER ACTIONS IN CONNECTION THEREWITH BE IT RESOLVED by the Board of Commissioners (the 'Board") of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the "Authority'), as follows: Section 1. Recitals. 1.01. Pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C (the "Act'), as amended, a municipality is authorized to issue revenue bonds to finance multifamily housing developments. 1.02. Minnesota Statutes, Section 471.656, as amended, authorizes a municipality to issue obligations to finance the acquisition or improvement of property located outside of the corporate boundaries of such municipality if (i) the obligations are issued under a joint powers agreement between the municipality issuing the obligations and the municipality in which the property to be acquired or improved is located, or (ii) the governing body of the county in which the property is located consents, by resolution, to the issuance of the obligations. 1.03. Pursuant to Minnesota Statutes, Section 471.59, as amended, by the terms of a joint powers agreement entered into through action of their governing bodies, two or more municipalities may jointly or cooperatively exercise any power common to the contracting parties or any similar powers, including those which are the same except for the territorial limits within which they may be exercised and the joint powers agreement may provide for the exercise of such powers by one or more of the participating governmental units on behalf of the other participating units; and 1.04. On November 25, 2020, the Hennepin County Housing and Redevelopment Authority (the "County HRA") issued its Multifamily Housing Revenue Note (Fort Snelling Upper Post Project), Series 2020, in the original aggregate principal amount of $88,000,000 and loaned the proceeds thereof to Fort Snelling Leased Housing Associates I, LLLP, a Minnesota limited liability limited partnership (the "Borrower"), to finance all or a portion of the costs of the leasehold acquisition, rehabilitation and/or construction, and equipping of an approximately 192-unit multifamily housing rental facility and facilities functionally related and subordinate thereto located at 58 Taylor Avenue, Unorganized Territory of Fort Snelling, Minnesota 55111, known as the Fort Snelling Upper Post Project (the "2020 Project'), of which at least forty percent (40%) of the units are available to individuals and families with incomes at or below (60%) of the area median income. 1.05. The Borrower has proposed that the Authority issue one or more series of taxable or tax-exempt revenue obligations (the "Obligations") in the approximate aggregate principal amount of $10,000,000 to complete the construction and/or rehabilitation of the 2020 Project (the "2023 Project"). The Borrower has also proposed to use the proceeds of the Obligations to finance capitalized interest, if necessary, any required reserves, and costs of issuance of the Obligations. 1.06. On December 19, 2022, the Board adopted a resolution authorizing the submission of an application to the office of Minnesota Management and Budget for an allocation of bonding authority with respect to the Obligations to finance the 2023 Project in accordance with the requirements of Minnesota Statutes, Chapter 474A, as amended, and providing preliminary approval for the sale and issuance of the Obligations. Pursuant to Certificate No. 450, dated January 10, 2023, the Obligations received an allocation of bonding authority from the State of Minnesota in the principal amount of $10,000,000. 1.07. On February 28, 2023, the Administration, Operations, and Budget Committee of Hennepin County, Minnesota (the "County') conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, on providing consent to the issuance of the Obligations by the Authority pursuant to the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. 1.08. On April 11, 2023, the Board of Commissioners of the County adopted a resolution consenting to the issuance of the Obligations by the Authority to finance the 2023 Project, all in accordance with Section 147(f) of the Code and Minnesota Statutes, Sections 471.59 and 471.656, as amended. The Board of Commissioners of the County also approved the execution and delivery of a Cooperative Agreement (the "Cooperative Agreement") with the Authority to satisfy the requirements of Minnesota Statutes, Sections 471.59 and 471.656, as amended. 1.09. Section 147(f) of the Code and regulations promulgated thereunder require that, because the Authority's governing body is appointed and not elected, prior to the issuance of the Obligations, the City Council of the City of Richfield, Minnesota (the "City") must consent to the issuance of the Obligations by the Authority after conducting a public hearing thereon preceded by publication of a notice of public hearing (in the form required by Section 147(f) of the Code and applicable regulations) in a newspaper of general circulation in the City at least seven (7) days prior to the public hearing date. 1.10. Pursuant to Section 1.147(f)-1(d)(3) of the Treasury Regulations, the City is authorized to delegate authority to the Board to conduct the public hearing as required by Section 147(f) of the Code and the regulations promulgated thereunder. 1.11. On April 25, 2023, the City Council of the City approved a resolution delegating authority to the Board to conduct the required public hearing under Section 147(f) of the Code and consenting to the issuance of the Obligations by the Authority. 1.12. In accordance with the Act, the Authority has prepared a housing program (the "Housing Program") to authorize the Authority's issuance of the Obligations to finance the 2023 Project. The Housing Program was prepared and submitted to the Metropolitan Council for its review and comment. 1.13. A notice of public hearing (the "Public Notice") was published in the Sun Current, the official newspaper of the Authority and a newspaper of general circulation in the City, with E respect to the required public hearing under Section 147(f) of the Code and Section 462C.04, subdivision 2 of the Act. 1.14. The Public Notice was published at least fifteen (15) days before the regularly scheduled meeting of the Board, and on the date hereof, the Board conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing. Section 2. Housing Program. The Housing Program, in the form substantially on file with the Authority, is hereby approved. Section 3. The Obligations. 3.01. The Borrower has requested that the Authority issue, sell, and deliver the Obligations in an estimated principal amount not to exceed $10,000,000. The Obligations are proposed to be sold publicly and underwritten by Colliers Securities LLC, a Delaware limited liability company (the "Underwriter"). 3.02. The Obligations are proposed to be issued pursuant to this resolution, the Act, and an Indenture of Trust (the "Indenture") between the Authority and U.S. Bank Trust Company, National Association, a national banking association (the "Trustee"). 3.03. The proceeds derived from the sale of the Obligations will be loaned by the Authority to the Borrower (the "Loan") pursuant to the terms of a Loan Agreement (the "Loan Agreement") between the Authority and the Borrower. 3.04. The Obligations and the interest on the Obligations (i) shall be payable solely from the revenues pledged therefor under the Loan Agreement and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the Authority or the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute or give rise to a pecuniary liability of the Authority or the City or a charge against their general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority or the City other than the Authority's interest in the Loan Agreement; and (v) shall not constitute a general or moral obligation of the Authority or the City. 3.05. The loan repayments to be made by the Borrower under the Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Obligations when due. Such loan repayments will be assigned to the Trustee under the terms of the Indenture. 3.06. The Borrower's repayment obligations in respect of the Loan will be secured by one or more guaranties, an assignment of capital contributions and partnership interests of the Borrower, assignments of developer's fee and contractor's fee, and other security agreed upon by the Borrower, the Underwriter, and the Trustee. 3.07. The Authority acknowledges, finds, determines, and declares that the issuance of the Obligations is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Obligations, and the other actions of the Authority under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City and the County as a whole. In authorizing the issuance of the Obligations to finance the 2023 Project and the related costs, the Authority's purpose is and the effect thereof will be to promote the public welfare of the City, the County, and their residents by providing multifamily housing developments for low or moderate income residents of the City and the County and otherwise furthering the purposes and policies of the Act. 3.08. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Obligations in the estimated principal amount not to exceed $10,000,000. The Obligations shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, substantially in the form now on file with the Authority, with the amendments referenced herein. The Authority hereby authorizes all or a portion of the Obligations to be issued as "tax-exempt Obligations," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Obligations, 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 Obligations shall be substantially in the form of the Indenture on file with the Authority, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Obligations, the stated maturities of the Obligations, the interest rates on the Obligations and the terms of redemption of the Obligations) as the Chair and the Executive Director, in their discretion, shall determine. The execution of the Obligations with the manual or facsimile signatures of the Chair and the Executive Director and the delivery of the Obligations by the Authority shall be conclusive evidence of such determination. 3.09. The Obligations shall be special, limited obligations of the Authority payable solely from the revenues provided by the Borrower pursuant to the Loan Agreement and other funds pledged pursuant to the Indenture. The Board hereby authorizes and directs the Chair and the Executive Director to execute the Obligations in accordance with the terms thereof. 3.10. 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 Authority, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, and as the Chair and the Executive Director, in their discretion, shall determine, and the execution thereof by the Chair and the Executive Director shall be conclusive evidence of such determination. The Chair and the Executive Director are hereby authorized and directed to execute the Indenture, and to deliver the Indenture to the Trustee, and hereby authorizes and directs the execution of the Obligations in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Obligations, the Authority, and the Trustee as set forth therein. 3.11. The Chair and the Executive Director are hereby authorized and directed to execute and deliver the Loan Agreement, the Cooperative Agreement, a Bond Purchase Agreement between the Authority, the Borrower, and the Underwriter, and all other documents and assignments related to the Loan required to be executed by the Authority. All of the provisions of such documents, when executed and delivered as authorized herein, shall be 0 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 aforementioned documents shall be substantially in the forms on file with the Authority which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Chair and the Executive Director, in their discretion, shall determine, and the execution thereof by the Chair and the Executive Director shall be conclusive evidence of such determinations. 3.12. To ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Code, and to ensure compliance with certain restrictions imposed by the Authority, the Chair and Executive Director are also hereby authorized and directed to execute and deliver a Regulatory Agreement (the "Regulatory Agreement') between the Authority, the Borrower, Fort Snelling Leased Housing Associates Master Tenant I, LLLP, a Minnesota limited liability limited partnership and the master tenant, and the Trustee. All of the provisions of the Regulatory 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 Regulatory Agreement shall be substantially in the form on file with the Authority which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Chair and the Executive Director, in their discretion, shall determine, and the execution thereof by the Chair and the Executive Director shall be conclusive evidence of such determination. 3.13. The Authority will not participate in the preparation of the Preliminary Official Statement or the Official Statement (together, the "Official Statement') relating to the offer and sale of the Obligations and will make no independent investigation with respect to the information contained therein, including the appendices thereto, except for the information set forth in the Official Statement regarding the Authority and certain matters relating to litigation, and the Authority assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the Authority hereby consents to the distribution and the use by the Underwriter of the Official Statement in connection with the offer and sale of the Obligations. The Official Statement is the sole material consented to by the Authority for use in connection with the offer and sale of the Obligations. 3.14. The Authority hereby authorizes the Borrower to provide such security for payment of its obligations under the Obligation Loan Agreement and for payment of the Obligations, including but not limited to the security described herein, and the Authority hereby approves the execution and delivery of such security. The Chair and the Executive Director are authorized and directed to execute one or more subordination or intercreditor agreements as required by the Underwriter and the Trustee so long as Authority staff and Bond Counsel approve the forms thereof. Section 4. Additional Findings and Certifications. 4.01. The Obligations are authorized to be issued in the estimated principal amount not to exceed $10,000,000. 4.02. The Chair and the Executive Director are authorized and directed to execute any additional documents deemed necessary to carry out the intentions of this resolution and to complete the financing described herein, so long as Authority staff and legal counsel approve such documents. W 4.03. The Chair and the Executive Director are hereby authorized to execute and deliver, on behalf of the Authority, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Obligations, including various certificates of the Authority, an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038, an endorsement of the Authority to the tax certificate of the Borrower, and similar documents, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Obligations. The Authority hereby authorizes Kennedy & Graven, Chartered, as bond counsel ("Bond Counsel"), to prepare, execute, and deliver its approving legal opinions with respect to the Obligations. 4.04. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the Authority or the Board by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Authority or by such members of the Board, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. 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 Board, or any officer, agent or employee of the Authority in that person's individual capacity, and neither the Board nor any officer or employee executing the Obligations shall be personally liable on the Obligations 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 Obligations, or in any other document relating to the Obligations, and no obligation therein or herein imposed upon the Authority or the breach thereof, shall constitute or give rise to a general or moral obligation of the Authority or the City or any pecuniary liability of the Authority or the City or any charge upon their general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the Authority has not obligated itself to pay or remit any funds or revenues, other than funds and revenues as described herein which are to be applied to the payment of the Obligations, as provided therein. 4.05. 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 Authority, any holder of the Obligations issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions 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 Authority, and any holder from time to time of the Obligations issued under the provisions of this resolution. 4.06. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3.09 hereof, or of the aforementioned documents, or of the Obligations 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 aforementioned documents, or of the Obligations, but this resolution, the aforementioned documents, and the Obligations shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. E 4.07. The Obligations, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Obligations and the regularity of the issuance thereof, and 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 Obligations, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 4.08. The officers of the Authority, Bond Counsel, other attorneys, engineers, and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Obligations, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Obligations, the aforementioned documents, and this resolution. If for any reason the Chair or the Executive Director is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of the Board or any officer of the Authority delegated the duties of the Chair or the Executive Director with the same force and effect as if such documents were executed and delivered by the Chair or the Executive Director. 4.09. The Borrower shall pay the administrative fee of the Authority on the date of issuance of the Obligations as provided in the Loan Agreement. The Borrower will also pay, or, upon demand, reimburse the Authority for payment of, any and all costs incurred by the Authority in connection with the 2023 Project and the issuance of the Obligations, whether or not the Obligations are issued, including any costs for attorneys' fees. Section 5. Post -Issuance Compliance Policy. Under Sections 103 and 140 to 150 of the Code and related regulations, the Authority is required to take certain actions after the issuance of such bonds to ensure that interest on those bonds remains tax exempt. There has been presented before the Board a Post -Issuance Compliance Procedure and Policy for Tax -Exempt Governmental Bonds (the "Policy"), which constitutes the Authority's written procedures regarding how the Authority will carry out its bond compliance responsibilities with respect to the Obligations and other obligations that may be issued by the Authority on a tax-exempt basis. For all conduit bonds issued by the Authority, the Authority shall rely on the conduit bond borrower to perform or cause to be performed the duties laid out in this policy. The Board hereby approves the Policy in substantially the form on file with the Authority. Section 6. Effective Date. This resolution shall be in full force and effect from and after its approval. The approvals contained in the resolution are effective for one year after the date hereof. (The remainder of this page is intentionally left blank.) 7 Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 5t" day of June, 2023. Erin Vrieze ffaniels, Chair ATTEST: Gordon Hanson, Secretary RC125-394(JAE) 874541v2