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96-199x RESOLUTlON OF SAINT PAUL, MIN Presented By Referred To Council File # 9 � -�9� Green Sheet # Q q �:1� Committee: Date RESOLUTION OF THE CITY OF SAINT PAUL, MINNESOTA GIVING APPROVAL TO THE ISSUANCE OF ML3LTI-FAMILY RENTAL HOUSING DEVELOPMENT REFUNDING REVENUE BONDS (BURLINGTON APARTMENTS PROJECT) WHEREAS, (a) The Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") and the Port Authority of the City of Saint Paul (the "Port Authority") (collectively the "Authorities") have previously issued the $22,700,000 Rental Housing Revenue Bonds, Series 1985-J (Burlington Apartments Project) (the "Prior Bonds"); and (b) The Burlington Apartments Project was repossessed by the Port Authority, and was sold to Burlington Housing Associates, LLP (the "Developer") which has proposed that the Authorities issue revenue bonds (the `Bonds") to refund the Prior Bonds; and (c) A public hearing on the refunding was held by the Port Authority on February 27, 1996, after published notice, at which public hearing all those appeazing at said hearing who desire to speak were heard and written comments were accepted. that: NOW, THEREFORE, IT IS RESOLVED, by the City Council of the City of Saint Paul, l. in accordance with Laws of Minnesota 1976, Chapter 234, the City Council hereby consents to the issuance of the Bonds, and authorizes the Authorities, acting pursuant to this Resolution, to take all actions necessary or desirable in connection therewith, and no fitrther approval or authorization of the City shall be required for purposes of issuing the Bonds or any revenue bonds subsequently issued to refund the same. 2. Nothing in this Resolution or the documents prepared pursuant hereto or to resolutions adopted separately by the Authorities shall authorize the expenditure of any municipal funds on the refunding other than the revenues pledged to the payment thereof. The Bonds shall not constitute a chazge, lien or encumbrance, legal or equitable, upon any properiy or funds of the City or the Authorities except the revenue and proceeds pledged to the payment � RESOLUTION CITY OF SAfNT PAUL, MINNESOTA r., �_�. Refetral To Council File # 9l� -tq Green SLeet # � 3 � R� Conunitico Dato thereof, nor shall the City or the Authorities be subject to any liabiliTy thereon. The holder of the Bonds shall never have the right to compel any exercise of the t�ing power of tl�e City or the Authorities to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment thereon against any property of the City or the Authorities (other than the revenues pledged to the payment thereo fl. The Bonds shall recite in substance that the Bonds, including the interest thereon, are payable solely from the revenues and proceeds pledged to the payment thereo£ The Bonds shall not constitute a debt of the City or the Authorities within the meaning of any constitutional or statutory limitation. Requested by Depaztment of: Adoption Certified by Council Secretazy � App� � _.. .• _.. .�.,� �• ..��-. BS� Form Approved by City Attomey � v� By: �� � ; ��% _ �� � _ /S- y�' ``._.. Approv Mayor far S i Council B ���� � �����---�.'- Adopted by Council: Date � � . � �'j , , � q „ 9 ��� tnl �EPhFTMENT/OFFICE/COUNCIL DATE INITIATED � 2/15/96 GREEN SHEET N° _1309� CO�`1TACT PERSON & PHONE INITIA TE INRIAUDATE � DEPARTMENT DIRECTOR 1 � pTV COUNCIL rl�l}.iam M. M�r.i� ::.Laurie J. Hansen A��GN rICITVATfORNEY OCINCLERK NUNBEFi FOP �-A-� MUST BE ON CAUNCIL AGENDA BY (DATE) ROUfING � BUDGET DIRECTOR � FIN. & MGT. SERVICES DIR. F2bt^UdPy 28 1996 ORDER �MAYOR(ORASSISiANn � TQTAI # OF SIGNATURE PAGES } (CLIP ALL LOCATIONS EOR SIGNATURE) ACTION fiEQUESTED: Approval of the issuance of joint Port Authority/HRA "conduit" refunding bonds in the aggregate amount of $21,027,000. RECOMMENDATIONS: Approve (A) or Re�eM (R) pEflSONAL SEHVICE CONTRACTS MUST ANSWEfl THE FOLLOWING �UESTIONS: _ PLANNIN6 COMMISSION _ CIVIL SERVICE CAMMISSION �� Has this per5on/firm evef worketl untler a contraCt fOr this dBpartment? _ CIB COMMITTEE _ YES NO _ S7AFF 2. Has this person/firm ever been a ciry employee? — YES NO _ DIS7RIC7 COUR7 — 3. Does this person/firm possess a skill not normally possessetl by any current ciry employee? SUPPORTS WHICH COUNCILO&IECTIVE7 YES NO Economi c Devel opment Explain all yes answers on separete sheet and attach to green sheet INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, WM1at, When, Wf�ere, Why)� The Port Authority repossessed and sold the Burlington Apartaments in Energy Park. The new bond issue refinance� the 1985 Port Authority/HRA bonds on behalf of the buyer in ac- cordance with the purchase agreement. These are conduit bonds with no Port Authority, HRA, or City resources of any kind included. ADVANTAGESIFAPPROVED: Maintains the viability of a major housing property in Energy Park; and accomplishes final step in disposition of one piece of Port Authority repossessed property. DISADVANTAGES IF APPROVED None. DISADVANTAGES IF NOTAPPROVED� The sale of the property would not be concluded, and the future viability of the pro- perty would be in question. TOTAL AMOUNT OF THANSACTION $ 21 � OZJ � OOO COS7/REVENUE BUDGE7ED (CIRCLE ONE) YES NO FUNDING SOUHCE ACTIVITY NUMBEFi FINANCIAL INFORMATION: (EXPLAIN) i q `-199 !ITY Of THE CITY OF SAINT PAUL . ...., ., „.�,.,ARK TOWERS FAX (612) 223-5198 TOLL FREE (800) 328-8417 345 ST. PETER STREET • ST. PAUL, MN 55102-1661 • PHONE (612) 224-5686 February 15, 1996 Mr. Larry Buegler, Director Planning & Economic Development Department Ciry of Saint Paul 13th Floor City Hall Annex Saint Paul, Minnesota 55102 SUBJECT: BURLINGTON APARTMENTS REFINANCING Dear ��� We submit for your review and referral to the office of the Mayor, City Council and City Attorney's office, details pertaaning to the joint issuance of the Port Authority and the HRA of taY exempt and taxable revenue bonds in the approximate amount of $22,000,000 to refinance the Burlington Apartment complex in Energy Park which is currently financed by the $22,070,000 in tax exempt bonds issued in 1985 by the Port Authority and HRA. These will be conduit, FHA insured, bonds issued for the benefit of Burlington House Associates, L.L.P. No revenue bonds allocation is needed as this is a refunding. The closing deadline, because of the FHA commitment, is March 14, 1996. The Port Authority staff has conducted a thorough evaluation of the firms ancUor individuals that are involved in ttris project or in which the principals have an interest. This investigation has included detailed credit analysis, Dun and Bradstreet reports, direct communication with representatives of financial institutions with whom the participants have done business and data base checks to determine if any principal(s) have been in any way involved in legal proceedings as a result of securities fraud, extortion, embezzlement or fmancial misrepresentation. °�`-19q Mr. Larry Buegler February 15, 1996 Page -2- In addition to the staff memorandum, we are attaching draft copies of the proposed City Council and HRA resolufions and a draft copy of the Port Authority's resolurion which is scheduled for consideration (and public hearing) on February 2�. Your signing off on the attached draft resolution prior to Port Authority Board action does not commit the City's approval to the project. Your expeditious handling of this matter will be appreciated. Attach. cc. Mayor Coleman Sincerely, / n G � Kenneth R.Johnson President g:1BORL_aPP . '� _ �1 G - l gg SAINT PAUL PoRT At1THORI�I' ��� �� • : : .��j��T1 TO: Loan Committee DATE: Feb. 15, 1996 FROM: Kenneth R. Johnson��% William Morin David R. Jaye � SUBJECT: PUBLIC HEARING - SALE OF BURLINGTON APARTMENTS ISSUANCE OF REFUNDING BONDS IN THE AGGREGATE AMOUNT OF UP 70 $21,027,000 ACTiON REQUES'fED Approval for the issuance of conduit refunding revenue bonds in the aggregate principal amount of $21,027,000, efther by the Port Authority alone orjointly with the Saint. Paul HRA, on behalf of Burfington Housing Associafes, L.�.P. The refunding bonds, fogether with cerTain other deposits, would provide funds for the prepayment of approximately $19,000,000 of outstanding Resolution 876 bonds. BACKGROUND On September 3, 1985 the Port Authority Board of Commissioners approved fhe issuance, by the Port Authority and the Saint Paul HRA, of the Series 1985-J Resolution 876 bonds in the amount of $22,Q70,000 to finance the construction of the 427-unit Burlington Apartments project in Energy Park on behalf of four separate Burlington partnerships. In July, '1993 the partnerships defaulted on their lease obligations and tumed over possession of the project to the Port Authority. On Febrtiary 1, 1994 the Port At�thority Soard of Commissioners approved the sale, of the Burlington Apartments project to The Burlington Apartments, a Minnesota general partnership pursuant to the terms of a financing lease. Under fhe terms of the lease, the Port Authority agreed to use its best efforts to issue tax exempt refunding bonds on behaif of the buyer to refinance the project. Federal t� law prevented the issuance of the tax exempt refunding bonds until a minimum of six months had elapsed aRer the sale of the facilify. °I b -lq9 Loan Committee Feb. 15, 1996 Page -2- Actuai issuance of these refunding bonds has been deiayed a# the request of the Port Authority to allow the proceeds of the refunding to be available for use in connec6on with the pending restructuring effort. THE FINANCING The Series 1996 Refunding Bonds wi(! be issued, as conduif bonds, pursuant to an indenture of trust with an independent trustee. It is expected that the bonds wiil be issued in three separate series. The Series A and B bonds, agg�egating �16,847,000, will be FHA insured and rated. Series C wiii be $4,180,000 and wiU be uninsured and unrated. Series B tranche ($1,402,000) and will be taxable. Series A($15,445,000) and C wili be tax exempt. Bond proceeds in the amount of $19,000,000 will be deposited and used to call 876 Bonds on June 1, 1996, either as part of fhe restructuring or otherwise, since the closing is currently expected to occur in mid-March, and the bond call must take place within 90 days of issuing the refunding bonds. The approximate Source and Uses of bond proceeds are as follows: SOURCES Bond Proceeds USES Cal! Bonds Repair & Rplc. Reserve Other reserves Real Estate Costs Bond Costs Credit Costs Miscel(aneous Series A 15.445.000 15,445, 000 �.445.000 Series B •� ��� 450,000 187,939 554,269 171,000 34,725 4,067 1.402.000 Series C Total 4.180.000 21.027.000 3,555,000 99,000,000 450,000 187,939 239,821 786,090 391,394 562,394 34,725 1,785 5,852 4.180.000 21.027.OQ0 The Series 1996 Refunding Bonds will be underwritten by Piper Jaffray and Mil{er & Schroeder. The refunding bonds will be limited obiigations of the Port Authority and the tiRA and wilt have no ciaim on Port Authority or HRA funds or reserves other than those generated through the project and deposited with the trustee. � � � -l°l, Loan Committee Feb. 15, 1996 Page -3- The annua! administrative fee of 0.1875% on the outstanding declining principa! balance of the bonds wiii be shared between fhe Port Authoriiy and the HRA wifh 61.53% going to the Port Aufhori{y and 38.46% going to the HRA. RECOMMENDATION Staff recommends approval of the refinancing. h:�rlq�bMc q G-tq9 Draft: 2/13/96 RESOLUTION NO. RESOLUTION OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL WHEREAS, the Port Authority of the City of Saint Paul (the "Port Authority") and the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") (jointly, the "Issuer") are authorized by the laws of the State of Minuesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended and by Chapter 72, St. Paul, Minnesota Administrative Code (collectively, the "Act"), to carry out the public purposes described therein and contemplated thereby by issuing their revenue bonds to defray, in whole or in part, the development costs of a multifamily rental housing development, or to refund any snch 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, pursuant fo the Port Authority's Basic Resolution No. 876, as amended and a Supplemental Bond Resolution adopted September 3, 1985 (collectively, the "876 Bond Resolution"), the Issuer has previously issued its $22,070,000 Rental Housing Revenue Bonds, Series 1985-J (the "Prior Bonds") to provide for the financing of a 472-unit multifamily rental housing development located at 1150, 11b0, 1170 and 1180 Cushing Circle in the City of Saint Paul, Minnesota (the "Project"); and WHEREAS, by a Joint Powers Bonding Agreement, dafed as of August 1, I985, the Port Authority and the �-IRA, among other things, issued the Prior Bonds jointly; and WHEREAS, Burlington Housing Associates, LLP, a Minnesota 1'united liability partnership (the "Owner") has proposed that the Issuer provide refinancing for the Project by the issuance of (i) Multifamily Housing Revenue Refunding Bonds (GNMA Collateralized Mortgage Loan - Burlington Apartments Project) Series 1996A in a principal amount of up to $ (the "Series A Bonds"); (ii) Taxable Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan - Burlington Apartments Project) Series 1996B in a principal amount of up to $ (the "Series B Bonds"); and (iii) Subordinate Multifamily Housing Revenue Refunding Bonds (Burlington Apartments Project) Series 1996C in a principal amount of up to $ (the "Series C Bonds") (together the Series A, B and C Bonds are hereinafter referred to as the "Bonds") under the Act pursuant to this Resolution; and WHEREAS, The Bonds will be issued under an Indenture of Trust, as hereinafter defned, and the Series A Bonds and Series B Bonds will be secured by a fully modified mortgage-backed security (the "GNMA Security") issued by the lender referenced in the Loan Agreement, as hereinafter defined (the "Lender"), and guazanteed as to timely payxnent of principal and interest by the Government National Mortgage Association ("GNMA") and payment of the Series C Bonds will be secured by the issuance of a note (the "Bonower Note") by the Owner pursuant to the Subordinate Loan Agreement, as hereinafter defined, and a second mortgage on the Project pursuant to a Subordinate Mortgage, as hereinafTer defined; and ��.sr�■� °f�-1qq WHEREAS, the GNMA Security will be backed by a mortgage loan insured by the Federal Housing Administration (the "Mortgage Loan") made by the Lender to the Owner; and WHEREAS, it is intended that interest on the Series A Bonds and Series C Bonds ("Tax- Exempt Bonds") be excluded from gross income of the holders thereof for federal income tax purposes; and WHEREAS, the Bonds and fhe interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the Port Authority or the HRA or a chazge against their general credit or taxing powers and shall not constitute a chazge, lien or encumbrance, legat or equitable, upon any property of the Port Authority or the FIRA other than the Port Authority's or HRA's interest in said Project; and WHEREAS, upon issuance, the Bonds will not be secured by the 876 Bond Resolution, and the proceeds of the Series A Bonds and Series C Bonds shall be deposited as provided in the 876 Bond Resolution and used to refund or prepay the Prior Bonds or such other revenue bonds of the Port Authority, as provided in the 876 Bond Resolution and permitted by law; and WHEREAS, the owners of the Series C Bonds shall have no right, title or interest in the security provided by the GNMA Security; and WHEREAS, the Port Authority did publish a notice, a copy of which with proof of publication is on file in the office of the Port Authority, of a public hearing on the proposai of the Owner that the Issuer provide refinancing for the Project by the issuance of the Bonds; and WIIEREAS, the Port Authority did conduct a public heazing pursuant to said notice, at which hearing the recommendations contained in the Port Authority staff inemorandum to the commissioners were reviewed, and a11 persons who appeared at the hearing were given an opportunity to express their views with respect to the proposal. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMIvIISSIONERS OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL, AS FOLLOWS: 1. For the purpose of refinancing the Project, and paying certain costs of issuance and other expenses in connection with the issuance of the Bonds and the funding of the Mortgage Loan and thereby refinancing the Project, there is hereby authorized the issuance, sale and delivery of: the Series A Bonds in a principal amount up to $ ; the Series B Bonds in a principal amount up to $ and the Series C Bonds in a principal amount up to $ . The Bonds shall be in such principal amounts, shall bear interesE 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 iu the Indenture of Trust, to be dated as of March 1, 1996 (the "Indenture"), between the Issuer and National Association, as trustee (the "Trustee"), substantially in the form now on file with the Port Authority; provided that (i) the aggregate principal amount of the Tax-Exempt Bonds (together with any proceeds from a sales premium on any series of Tax-Exempt Bonds) shall not a�sna.� 2 �1(.-l9q exceed the lesser of $ or the outstanding principal amount of the Prior Bonds and the aggregate principal amount of all Series of Bonds shall not exceed $ ;(ii) the maximum interest rate on the Series A Bonds and Series B Bonds shal2 not exceed % per annum and the maximum interest rate on the Series C Bonds shall not exceed _% per annum; (iii) the purchase discount or premium on any series of Bonds shall not exceed %, or such lesser amount as shall be necessary or required in the opinion of bond connsel to the Issuer, to conform with the requuements of this Resolution, the Act and the Internal Revenue Code; (iv) the final maturity of the Bonds shall not be later than 35 years from the date of issuance and in no event _ shall the average maturity of the Bonds exceed 120% of the remaining average reasonably expected economic life of the Project; and (v) there shall be maturities or mandatory siuking fund redemptions of the Bonds so as to result in approximate level debt service throughout the term of the Bonds. The Chair and the Secretary are hereby authorized and directed to confum the principal amount of the Bonds, the fmai interest rates and maturities thereof and the premium or discount on the Bonds in connection with the issuance thereo£ The Bonds shall be special obiigations of the Issuer payable solely from the revenues provided by the GNMA Security and other funds pledged pursuant to the Indenture. The Bonds aze not to be payable from nor chazged upon any funds of the Port Authority or the HRA other than the revenues piedged to their payment, nor is the Port Authority or the HRA subject to any liability thereon; no holders of the Bonds skatl ever have the right to compel any exercise of the taxing power of the Port Authority or the HRA to pay any of the principal of, premium, if any, or interest on the Bonds; the Bonds shall not constitute a chazge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or HRA, 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 Port Authority or the HRA withitt the meaning of any constitutional or statutory limitation. The Bonds shall contain a recital that they aze issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereo£ The Chair and the Secretary aze authorized and d'uected to prepaze and execute by manual or facsimile signature the Bonds as prescribed in the Indenture, to affix the seal of the Port Authority manualiy or by facsimile and ta 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. and Miller & Schroeder Financial, Ina (together, the "Undenvriter"}. 2. The Board of Commissioners of the Port Authority hereby authorizes and directs the Chair and the Secretary to execute and deliver the Indenture, af£ix the seal of the Port Authority thereto, and to deliver the Indenture to the Trustee. Ali 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 kerein and shalt be in futl force and effect from the date of execution and delivery thereo£ The Indenture shall be substantially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Chair, in his discretion, shall detemune, and the execution thereof by the Chair shall be conclusive evidence of such determination. :•�. 3. The Trustee is hereby appointed as Paying Agent and Bond Registraz for the <�55,<.� 3 �lc. —l�q 4. The Chair and the Secretary aze hereby authorized and directed to execute and deliver the Loan Agreement (the "Loan Agreement") to be dated as of March 1, 1996 by and among the Issuer, the Trustee, the Lender and the Owner providing for the loan of the proceeds of the Series A Bonds and Series B Bonds. All of the provisions of the Loan Agreement, when executed and delivered as authorized herein shall be in full force and effect from the daYe of execution and delivery thereof. The Loan A�eement shall be substantially in the form on file with the Port Authority which is hereby approved, with such variations, omissions and insertions as do not materially change the substance thereof, or as the Chair, in his discretion, shall determine, and the execution thereof by the Chair shall be conclusive evidence of such determination. 5. The Chair and the Secretary are hereby authorized and directed to execute the Subordinate Loan Agreement (the "Subordinate Loan AgreemenY') to be dated as of Mazch 1, 1996 by and among the Issuer, the Trustee, the Owner and such partners of ttte Owner as shall be required by the Underwriter and/or FHA to be a pariy thereto, providing for the loan of proceeds of the Series C Bonds. All of the provisions of the Subordinate Loan Agreement, when executed and delivered as authorized herein shall be in full force and effect from the date of execution and delivery thereof. The Subordinate Loan Agreement shall be substantially in the form on fale with the Port Authority, which is hereby approved, with such necessary or desirabie and appropriate variations, omissions and insertions as aze not materiaily inconsistent with the form on file with the Port Authority or as the Chair, in his discretion, shall determine and execution thereof by the Chair sha11 be conclusive evidence of such determination. The forms of the Bonower Note and Subordinate Multifamily Mortgage, Assignment of Rents and Security Agreement (the "Subordinate Mortgage"), each executed by the Owner in favor of the Port Authority aze hereby approved and shall be substantially in the form on file with the Issuer, with such variations as shall be permissible in connection with any modificarions to the Subordinate Loan Agreement as approved in accordance with the preceding sentence. 6. The Chair and the Secretary aze hereby authorized and directed to execute the Bond Purchase Agreement with the Underwriter relating to the Bonds (the "Bond Purchase Agreement"). 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 thereo£ The Bond Purchase Agreement shall be substantially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate vaziations, omissions and insertions as are not materialIy inconsistent with the form on file with the Port Authority or as the Chair, in his discretion, shall deternune and execution thereof by the Chair shall be conclusive evidence of such determination. 7. The Chair and Secretary aze hereby authorized and directed to execute and deliver an Amended and Restated Joint Powers Agreement (the "Joint Powers Agreement"} to be dated as of Mazch 1, 1996 by and between the Port Authority and the HKA providing for, among other things, the joint issuance of the Bonds by the HRA and the Port Authority. All of the provisions of the Joint Powers Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same eatent as if incorporated verbatim herein and shali be in fuil force and effect from the date of execution and delivery thereof. The Joint Powers Agreement shall be substantially in the form on file with the Port Authority, which <,sn<.� 4 q � -t�t9 is hereby approved, with such necessary or desirabie and appropriate variations, omissions and insertion as aze not materially inconsistent with the form on file with the Port Authority or as the Chair, with the consent of the designated official of the HRA, in their discrerion, shall determine and execution tkereof by such o�ciais shall be conclusive evidence of such determination. 8. The Chair and the Secretary are hereby authorized to execute and deliver, on behalf of the Port AuthoriTy, such other documents and certificates as aze necessary or appropriate in connection with the issuance, sale and delivery of fhe Bonds, incIuding without Iimitation an arbitrage compliance certificate relating to the Tax-Exempt Bonds, amendments and/or restatements to the existing Regulatory Agreements or Deciazations of Restrictive Covenants, an assignment of Borrower Note, Subordinate Loan Agreement and Subordinate Mortgage to the Trustee and/or the Lender, 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 all Bonds or any separate series of Bonds as provided in the Indenture. 9. The Chair and the Secretary aze hereby authorized to execute and deliver, on behalf of the Port Authority, such instrmnents as may be necessary and appropriate to effect the funding of the Mortgage Loan and the purchase of the GNMA Security by Yhe Trustee. 10. The Port Authority hereby consents to the distribution of the Preliminary Official Statements relating to the Bonds, substantially in the forms on file with fihe Port Authority. The Port Authority hereby consents to the use by the Undenvriter in connection with the sate of the Bonds of final Official Statements, substantially in the form of the Preliminary Official Statements described above. The Preliminary Official Statements and the Official Statements aze the sole materials consented to by the Port Authority for use in connection with the offer and sale of the Bonds. The Port Authority has not participated in the prepazation thereof, has not made any independent investigation of the information contained therein and shall have no liability in connection with the contents of or use of such offering materials. II. All covenants, stipulations, obligations and agreements of the Port Authority contained in this Resolution and the aforemenfioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Port Authority to the fu11 extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Port Authority. Except as otherwise provided in this Resolution, ail rights, powers and privileges conferred and duties and liabilities imposed npon the Port Authority or the Boazd of Commissioners, or such officers, boazd, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such dufies. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shali be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners of ttte Port Authority, or any officer, agent or employee of the Port Authority in that person's individuat capacity, and neither the Boazd of Commissioners of the Port Authority 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. auna.� 5 q c.—tt� No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related Yo the Bonds, and no obligarion tkerein or herein imposed upon the Port AuthoriTy or the breach thereof, shall constitute or give rise to any pecuniary liability of the Part Authority or the HRA or any chazge upon their general credit or ta�cing powers. In making the agreements, provisions, covenants and representations set forth in such documents, neither the Port Authority or the HRA have obligated themselves to pay or remit any funds or revenues, other than funds and revenues derived from 1he Loan Agreement and Subordinate Loan Agreement and related security instruments 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 Resolurion or in the aforementioned docuxnents expressed or implied, is intended or shall be construed to confer upon any person or fum or corporation, other than the Port Authority, the HRA 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 Port Authority, the HRA and any holder from time to time of the Bonds issued under the provisions of this Resolution. 12. 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 af£ect any other provision of this Resolution, or of the aforementioned docuxnents, or of the Bonds, but this Resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such $legal or invalid provision had not been contained therein. 13. 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. 14. The offcers of the Por[ Authoriry and its attorneys, agents and employees aze hereby authorized to do ali acts and things required of them by or in connection with this Resolution, the aforementioned documents, and the $onds for the full, punctual and compTete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this Resolution. In the event that for any reason the Chair of the Port Authority is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the Board of Commissioners of the Port Authority shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Port Authority wiYh full force and effect, which execution shall be valid and binding on the Port Authority. If for any reason the Secretary of the Port Authority is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by a member of ihe Board of Commissioners with the same force and effect as if such documents were executed and delivered by the Secretary of the Port Authority. <�55,< � 6 qc.-19� 15. This Resolution shall be in full force and effect from and after its passage. Adopted: February 27, 1996. PORT AUTHORITY OF THE CITY OF SAINT PAUL By Ic� cn�u r�r���i Its Secretary <us�< � , . THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CTTY OF SAINT PAUL, A'IINNESOTA RESOLUTION NO. AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MCTLTIFAMILY HOUSING REVENI7E REFUNDING BONDS (GNMA COLLATERALIZED MORTGAGE LOAN - BURLINGTON APARTMENTS PROJECT) SERIES 1996A; TAXABLE MULTIFAMILY HOUSING REVENUE BONDS (BURLINGTON APARTMENTS PROJECT) SERIES 1996B AND SUBORDINATE MULTIFANIILY HOUSING REVENUE REFLJNDING BONDS {BURLINGTON APARTMENTS PR07ECT) SERIES 1996C IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $ {THE "BONDS") AND AUTHORIZING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS NECESSARY TO THE ISSUANCE OF THE BONDS � G -lq� ��'I the Housing and Redevelopment Authotity of the City of Saint Pau1, Minnesota (the "HRA") and the Port Authority of the City of Saint Paul (the "Port Authority") and (jointly, the "Issuer") aze authorized by the laws of the State o£ Minnesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended (the "Act"), to carry out the public purposes described therein and contemplated thereby by issuing their revenue bonds to defray, in whole or in part, the deveiopment cosfs 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, pursuant to the Port Authority's Basic Resolution No. 876, as amended and a Supplemental Bond Resolution adopted September 3, 1985 (collectively, the "Bond Resolution"}, the Issuer has previously issued its $22,070,00� Renta] Housing Revenue Bonds, Series 1985-J to provide for the financing of a 472-unit multifamily rental housing development located at 1150, 1160, 1170 and 1180 Cushing Circle in the City of Saint Paui, Minnesota (the "Project"); and WHEREAS, Burlington Housing Associates, LLP, a Minnesota limited liability partnership (the "Owner") has proposed that the Issuer provide refmancing for the Project by the issuance of (i) MulYifamily Housing Revenue Refunding Bonds (GNMA Collateralized Mortgage Loan - Burlington Apartments Project) Series 1996A in a principal amount of up to $ (the "Series A Bonds"); (ii) Taa�able Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan - Burlington Apartments Project) Series 1996B in a principal amount of up to $ (the "Series B$onds"}; and (iii) Subordinate Multifanuty Housing Revenue Refunding Bonds (Burlington Apartments Project) Series 1996C in a principal amount of up to $ (the "Series C Bonds") (together tke Series A, B and C Bonds are hereinafter referred to as the "Bonds") under the Act pursuant to this Resolurion; and <�5288., ' ; �L "���j V+��REAS, fl�e Bonds will be issued under an Indenture of Trust, as hereinafter defined, and the Series A Bonds and Series B Bonds will be secured by a fully modified mortgage-backed security (the "GNMA Security") issued by the lender referenced in the Loan Agreement, as hereinafter defined (the "Lender"), and guaranteed as to timely payment af principal and interest by the Government National Mortgage Associafion ("GNMA") and payment of the Series C Bonds will be secured by the issuance of a aote (the "Borrower Note") by the Owner pursuant Yo the Subordinate Loan Agreement, as hereinafter defined, and a second mortgage on the Project pursuant to a Subordinate Mortgage, as hereinafter defined; and WHEREAS, it is intended that interest on the Series A Bonds and Series C Bonds ("Taa�- Exempt Bonds") be excluded from gross income of the holders thereof for federal income tas purposes; and WHEREAS, the Bonds and the interest on said $onds skall be payable solely from the revenue pledged therefor and the Bands shail not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the HRA or a charge against its general credit or taxing powers and shali not constitute a charge, lien or encuxnbrance, legal or equitable, upon any property of the HRA other than the HRA's interest in said Project; and WIiEREAS, the GNMA Security will be backed by a mortgage loan insured by the Federal Honsing Administration (the "Mortgage Loan") made by the Lender to the Owner; and WHEREAS, the owners of the Series C Bonds shail have no righf, title or interest in the security provided by the GNMA Security. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COIvIMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL, MINNESOTA, AS FOLLOWS: 1. For the purpose of refinancing the Project, and paying certain costs of issuance in connection with the issuance of the Bonds and thereby refinancing the Project, there is hereby authorized the issuance, saie and delivery of: the Series A Bonds in a principal amount up to $ ; the Series B Bonds in a principal amount up to $ and the Series C Bonds in a principal amount up to $ , The Bonds shall be in such principal amounts, sha11 beaz interest at rates, shall be numbered, shall be dated, shall mature, shall be subject to redemprion prior to mahuity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture of Trust, to be dated as of Mazch l, 1996 (the "Indenture"), between the Issuer and National Association, as trustee {the "Trustee"), substantiaily in the form now on file with the FIRA; provided that (i) the aggregate principal amount of the TaY-Exempt Bonds (together with any proceeds from a sales premium on any series of Tax- Exempt Bonds) shall not exceed the lesser of $ or the outstanding principal amount of 1ie Prior Bonds and the aggregate principal amount of all Series of Bonds shall not exceed $ ;(ii) the maximum interest rate on the Series A Bonds and Series B Bonds sha11 not exceed _% per annum and tl�e maximum interest rate on the Series C Bonds shail not exceed _% per annum; (iii} the purchase discount or premium on any series of Bonds shall not exceed �°/a, or such lesser amount as shall be necessary or required in the opinion of bond counseI to .�szas i Z °l�-��.� the Issuer, to conform with the requirements of this Resolution, the Act and the Intemal Revenue Code of 1986, as amended; (iv) the final maturity of the Bonds sha11 not be later than 35 yeazs from the date of issuance and in no event shall the average maturity of the Bonds exceed 120% of the remaining average reasonably expected ecoaomic Iife of the Project; and (v) there shall be maturities or mandatory sinking fund redemptions of tlie Bonds so as to result in appro�mate levei debt service throughout the term of the Bonds. The Chair, the Secretary, the Executive Director and the Director, Department of Finance and Management Services aze hereby authorized and directed to confn�m the principal amount of the Bonds, the final interest rates and maturities thereof and the premium or discount on the Bonds in connection with the issuance thereof. The Bonds shall be special ob2igations of the Issuer payable solely from the revenues provided by the GNMA Security and other funds pledged pursuant to the Tndenture. The Bonds are not to be payable from nor chazged upon any funds of the HRA other than the revenues piedged to their payment, nor is the I3RA subject to any liability thereon; no holders of the Bonds shali ever have the right to compel any exercise of the taxing pawer of the HRA to pay any of the principal of, premium, if any, or interest on the Bonds; the Bonds shatl not cons6tute a charge, lien or encumbrance, legal or equitable, upon any properry of the HRA,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 HRA within the meaning of any constitutional or statutory limitation. The Bonds shall contain a recital that they aze issued pursuant to the Act and such recital shalI be conclusive evidence of the validity and regularity of the issuance thereof. The Chair, the Secretary and the Director, Deparhnent of Finance and Management Services aze authorized and directed to prepare and execute by manual or facsimile signature the Bonds as prescribed in the Tndenture, to affix the seal of the HRA manually or by facsunile 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 the Underwriter. 2. The Boazd of Commissioners of the HRA hereby authorizes and directs the Chair, the Secretary, the Executive Director and the Director, Department of Finance and Management Services to execute and deliver the Indenture, affix the seal of the HRA thereto, and to deliver the Indenture to the Trustee. AII of the provisions of the Indenture, when executed as authorized herein, sha11 be deemed to be a part of this resolufion as fuliy and to the same extent as if incorporated verbatim herein and shali be in full force and effect from the date of execution and delivery thereof. The Indenture sha11 be substantialiy in the form on file with the HRA, which is hereby approved, with such necessary or desirabie and appropriate variafions, omissions and insertions as do not materially change the substance thereof, or as the Executive D'uector, in his discretion, sha11 detezmine, and the execution thereof by the Executive Director shall be conclusive evidence of such determination. 3. The Trustee is hereby appointed as Paying Agent and Bond Registraz for the Bonds. 4. The Chair, the Secretary, the Executive IIirector and the Director, Department of Finance and Management Services aze hereby authorized and directed to execute and deliver the Loan Agreement (the "Loan Agreement") to be dated as of Mazch i, 1996 by and among the Issuer, the Trustee, the Lender and the Owner providing for the loan of the proceeds of the Series A Bonds and Series B Bonds. All of the provisions of the Loan Agreement, wken executed and delivered as authorized hereut sha11 be in full force and effect from the date of execution and 4(5265.1 3 q.G-l`1°� delivery thereof. The Loan Agreement shali be substantially in the form on file with the I A which is hereby approved, with such variations, omissions and insertions as do not materialIy change the substance thereof, or as ihe Executive Director, in i�is discretion, sflall determine, and the execution thereof by the Executive Director shaii be conclusive evidence of such deternunarion. 5. The Chair, the Secretary, the Executive D'uector and the D'zrector, Department of Finance and Management Services aze bereby authorized and directed to execute the Subordinate Loan Agreement (the "Subordinate Loan Agreement") to be dated as of March l, 1996 by and among the Issuer, the Trustee, the Owner, and providing for the loan of proceeds of the Series C Bonds. Ali of the provisions of the Subord'mate Laan Agreement, when executed and delivered as authorized herein shall be in fuil force and effect from the date of execution and delivery thereof. The Subordinafe Loan Agreement sha11 be substantiaily in the form on file with the HIZA, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as are not materially inconsistent with the form on file with the HRA or as the Executive Director, in his discretion, shall determine and execution thereof by the Executive Director shal] be conclusive evidence of such determination. The forms of the Borrower Note and Subordinate Muitifamily Mortgage, Assignment of Rents and Securiry Agreement (the "Subordinate Mortgage"}, each executed by the Owner in favor of the HRA are hereby approved and shall be substantiaily in the form on file with the Issuer, with such variations as shall be permissible in connection with any modifications to the Snbardinate Loan Agreement as approved in accordance with the preceding sentence. 6. The Chair, the Secretary, the Executive Director and the Director, Department of Finance and Management Services are hereby authorized and directed to execute the Bond Purchase Agreement with Miller & Schroeder Financial, Inc. and Piper Jaffray Inc., the purchaser named therein (the "Undenvriter") relating to the Bonds (the "Bond Purchase Agreement"). AI1 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 deIivery thereof. The Bond Purchase Agreement shall be substantially in the form on file with the HRA, which is hereby approved, with such necessary or desirable and appropriate vaziations, omissions and insertions as are not materially inconsistent with the form on file with the HRA or as the Executive Director, in his discretion, shall determine and execution thereof by the Executive Director shall be conclusive evi@ence of such determination. 7. The Chair, the Secretary, the Execuuve Director and Director, Department of Finance and Management Services of the HRA aze hereby authorized to execute and deliver, on behalf of the HRA, such other documents and certificates as aze necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including without lunitation an arbitrage compliance certificate relating to the Tax-Exempt Bonds, amendments to the existing Regulatory Agreements or Declazations of Restrictive Covenants, an assignment of Bonower Note, Subordinate Loan Agreement and Subordinate Mortgage to the Trustee and/or the Lender, request and authorization to the Tnzstee 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 ail $onds or any separate series of Bonds as provided in the Indenture. <�5z88.� 4 °t�,-1° 8. The Chair, the Secretary, the Executive D'uector and Director, Department of Finance and Management Services of fihe HFZA aze hereby authorized to execute aztd deIiver, on behaif of the HRA, such inshvments as may be necessary and appropriate to effect the funding of the Mortgage Loan and the purchase of the GNMA Security by the Trustee. 9. The HIZA hereby consents to the distriburion of the Preliminary Official Statement relating to the Bonds, substantially in the form on file with the HRA. The HRA hereby consents to the use by the Underwriter in connection with the sale of the Bonds of a final Officiai Statement, substantiatly in the form of the Preliminary Official Statement described above. The Pretuninary Official Statement and the Official Statement are the sole materiais consented to by the HRA for use in connection with the offer and sale af the Bonds. The HRA has not participated in the prepazation thereof, has not made any independent invesrigadon of the informarion contained therein and sha11 have no liabiliry in connecrion with the oontents of or use of such offering materials. 10. All covenants, stipulations, obligations and agreements of the HRA contained in this resolution and the aforementioned documents shalt be deemed to be the covenants, stipulations, obligations and agreements of the HRA to the fuil extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreernents shall be binding upon the HRA. Except as othezwise provided in this resolutian, all rights, powers and privileges conferred and duties and liabilities anposed upon the HRA or the Board of Commissioners, or such officers, board, body or agency thereof as may be required or authori2ed by law to exercise such powers and Yo 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, obiigation or agreement of any member of the Boazd of Commissioners of the HRA, or any officer, agent or employee of the FiRA in that person's individual capacity, and neither the Board of Commissioners of the HRA nor any officer or empIoyee 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 IIItA or the breach thereof, shall constitute or give rise to any pecuniary liabiliry of the HRA or any charge upon its generai credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the I-iRA has not obligated itself to pay or remit any funds or revenues, other than fands and revenues derived from the Loan Agreement and Subordinate Loan Agreement and related security instruments which are to be appiied 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 shaii be construed to confer upon any person or firm or corporation, other than the HRA or any hoider of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitabie, 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 exciusive benefit of 4152881 S `��-►9q the HRA and auy holder from time to time of the Bonds issued under the provisions of this resolution. i l. In case any one or more of ttie provisions of this resolution, or of the aforementioned documents, or of the Bonds issued hareunder shall for any reason be held to be legal or invalid, such illegaliry or iavalidity shall not affect any other provision of tlus resolution, or of the aforementioned documents, ar of the Bonds, but this resolution, the aforementioned documents, and the Bonds shail be constr�ed and endorsed as if such illegal or invalid provision had not been contained fherein. 12. The Bonds, when executed and delivered, shail contain a recital and such recitai shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, that afl acts, conditions and things required by the laws of the State of Miunesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, e�st 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, e�st and have been performed as so required by law. 13. T'lie officers of the HRA and its attorneys, agents and employees aze 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 fuIl, punctual and complete performance of all the terms, covenants and agreements confained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Chair of the HRA is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the Boazd of Commissioners of the HRA shall be authorized to act in his capacity and undertake such execution or acts on behalf of the HRA with full force and effect, which execution shall be valid and binding on the IiRA. If for any reason the Secretary of the I�RA is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by a member of the Boazd of Commissioners with the same force and effect as if such documents were executed and delivered by the Secretary of the HRA. 14. This resolufion shall be in full force and effect from and after its passage. Adopted by the Boazd of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota on , 1996. 4152881