HomeMy WebLinkAboutResolution 2303 Findings and determinations to finance Greenwood Plaza Housing, Inc. 2-25-81
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COMMISSION
RESOLUTION NO. 2303
RESOLUTION
MAKING CERTAIN FINDINGS AND DETERMINATIONS WITH RESPECT TO
A PROPOSED
FINANCING PLAN OF GREENWOOD PLAZA HOUSING, INC., A MONTANA
NONPROFIT
CORPORATION, AND CONSENTING TO THE DETERMINATION TO BE MADE
BY THE
UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT THAT
SAID CORPORATION
CONSTITUTES AN INSTRUMENTALITY OF A PARENT ENTITY PHA
I SOLELY
WITHIN THE MEANING OF SECTION 3(6) OF THE UNITED STATES HOUSING
ACT OF 1937, AS AMENDED; APPROVING CERTAIN DOCUMENTS
RELATING THERETO.
WHEREAS, a serious shortage of decent, safe and sanitary
housing for persons and families
exists in the City of Bozeman, Montana (the "City") and the City desires to cause to be provided
decent, safe and sanitary housing for persons and families in the City;
and
WHEREAS,
Greenwood Plaza Housing, Inc. (the "corporation") has been formed by public-
spirited citizens under the Montana Nonprofit Corporation Act (the
"Act"), to engage in or assist
in carrying out (including assistance by borrowing and lending funds)
the acquisition, construction,
or rehabilitation, and equipping of housing projects for low income
persons pursuant to Section 8
of the United States Housing Act of 1937, as amended (the "Housing
Act") which may be insured pur-
suant to the National Housing Act of 1934, as amended, and
WHEREAS,
under the Act and the Articles of Incorporation of the Corporation, the Corpora-
tion will be duly authorized to borrow money through the issuance of
notes, bonds, or other forms
of indebtedness of the Corporation and will be duly authorized to loan
the proceeds of such borrow-
ing in order to further the public purposes for which the Corporation
will be formed; and
WHEREAS,
the Corporation will propose to provide for the interim construction loan fin-
ancing and permanent mortgage financing for the acquisition, construction
and equipping of a 50-unit
I housing development designed for occupancy by persons and families,
including handicapped persons,
eligible for assistance under Section 8 of the Housing Act, to be located in the City (the "project"),
to be owned and operated by Greenwood Plaza Associates, a Montana limited
partnership (the "Owner"),
and
WHEREAS,
the Owner had indicated that the financing of the Project would be facilitated
by the issuance of tax-exempt permanent and interim obligations by
a "public housing agency.' (or
instrumentality thereof) pursuant to Section 11(0) of the Housing Act
and the regulations promul-
gated thereunder; and
WHEREAS,
pursuant to the provisions and requirements of Section 8 of the Housing Act,
the United States Department of Housing and Urban Development ("HUD")
will enter into an Annual
Contributions Contract (the "ACC") with the City and the City will
enter into an Agreement To Enter
Into Housing Assistance Payments Contract with the Owner (the "AHAP
Agreement") for the Project,
providing for the execution of a Housing Assistance Payments Contract
(the "HAP" Contract") by
the City and the Owner upon the completion of the Project and its acceptance
by HUD; and
WHEREAS,
under the HAP Contract, the City will be obligated to make housing assistance
I payments to the Owner on behalf of eligible tenants occupying dwelling
units in the Project which
housing assistance payments are payable solely from the annual contributions HUD will be obligated
to make to the City under the ACC; and
WHEREAS,
in order to raise funds with which to provide the construction loan financing
for the Project, the Corporation intends to issue $1,604,100 approximate
aggregate principal amount
of Construction Loan Notes (FHA Insured Advances) Greenwood Plaza Project)
(the "Notes"), to be
COMMISSION
RESOLUTION NO. 2303
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secured by an Indenture of Trust (the "Note Indenture") from the Corporation to a trustee to be
selected (the "Note Trustee"); and
WHEREAS. in order to raise funds with which to provide the permanent
mortgage financing
for the Project, the Corporation intends to issue $1,690,000 approximate aggregate principal amount
of Mortgage Revenue Bonds (FHA Insured ~10rtgage--Section 8 Assisted Project) (the "Bonds"), to be
I
secured by an Indenture of Trust (the "Bond Indenture"), from the Corporation to a trustee to be
selected (the "Bond Trustee"); and
WHEREAS, the City approves (i) the Articles of Incorporation and Bylaws
of the Corporation,
to be filed within the Secretary of State Of Montana, (ii) certain other documents prepared and
presented to this meeting with regard to the proposed issuance of the Corporation's Bonds to be
issued for the purpose of paying the principal of the interest on the Notes, funding a debt service
reserve fund and certain costs of issuance with respect to the Project, (iii) documents prepared
and presented to this meeting with regard to the proposed issuance of the Corporation's Notes to
be issued for the purpose of paying the costs of development and construction of the Project in
anticipation of release of the proceeds of the Bonds upon completion of the Project and (iv)
resolutions and actions of the Corporation in selecting bond counsel to assist in issuance, sale
and delivery of the Notes and the Bonds, and hereby authorizes the City Attorney to review said
documents and approve them in substantially final form on behalf of the City; and
WHEREAS, it is now necessary and advisable for the members of the City
Council of the
City to adopt this Resolution, as required by HUD Regulations, 24 CFR, Part 811, Subpart A, to
enable the Corporation to proceed with the financing of and the development of the Project:
I
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOZEMAN,
MONTANA, THAT:
SECTION 1.
It is hereby found and determined that the plan of the Corporation with
respect to the Project, including the Corporation's projected program and expenditures, as submitted
to HUD pursuant to 24 CFR Part 811, Subpart A, will tend to provide decent, safe and sanitary
housing for persons and families, including handicapped persons, eligible for assistance under
Section 8 of the Housing Act, and is hereby approved.
SECTION 2.
The Articles of Incorporation and Bylaws of the Corporation, organizational
and other activities and records are hereby ratified and approved and the City Attorney of the City
is authorized to review and give final approval and ratification of said documents on behalf of
the City.
SECTION 3.
The Directors of the Corporation plan to have issued a Certificate of
Incorporation by the Secretary of State of the State of Montana.
The Directors of the Corporation
will be authorized and directed to issue, sell and deliver Bonds and Notes of said Corporation
pursuant to the applicable laws of the State of Montana, and plan to permit the assignment and/or
pledge of any security interest in the property so acquired by said Corporation for the purpose of
I
constructing the Project and to enter into contracts for the sale of the Bonds and Notes and the
construction of the Project, and, upon payment or defeasance of all bonded indebtedness of the
Corporation, including the bonded indebtedness approved herein and such additional bonded indebt-
edness of the Corporation approved by the City, to convey the title to any property or property
rights owned by the Corporation to the City or to its lawful successors or assigns for public
purposes.
COMMISSION
RESOLUTION NO. 2303
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SECTION 4. The City has been presented with a Note and Bond Resolution of the
Corporation which will include provisions for the issuance and sale
of Notes and Bonds, forms of
the Note Indenture and Bond Indenture, including the forms of the Mortgage
Service and Pledge
Agreement by and between the Issuer and The First National Bank of
Denver, as Mortgagee, Notes
I and Bonds, and miscellaneous materials relating to the authorization
of the Notes and Bonds and,
hereby approves the same in substantially the same form here presented and authorizes the Corpora-
tion do adopt and execute the same and all other documents necessary and proper to carry out the
purposes herein including the preparation of Official Statements with
respect to the Notes and
Bonds; provided, however, that the Notes and Bonds approved hereby
must be issued within 60 days
of the effective date of this Resolution or approval and authorization
of such documents by the
City Attorney of the City acting on behalf of the City as provided
in this Section 4; and provided
further that the City Attorney of the City is authorized to give final
approval and authorization
of such documents in their final form on behalf of the City.
SECTION 5. It is hereby further found and determined that the issuance of the Notes
and the Bonds by the Corporation pursuant to the Note Indenture and
the Bond Indenture will serve
to enable the Corporation to carry out its plan and are hereby approved,
provided that each of
the Notes and Bonds shall expressly recite that:
Neither the State of Montana, the City of Bozeman, the County of Gallatin nor any
other political subdivision or body corporate and politic of the State of Montana,
shall in any event be liable for the payment of principal of, premium, if any,
I
or interest on the Bonds (or Notes as the case may be) or for the performance of any
p
ledge, obligation or agreement of any kind whatsoever of the Corporation, and none
of the Bonds (or Notes as the case may ,be) nor any of the Corporati on I S agreements
or obligations shall be construed to constitute an indebtedness of the State of
Montana, the City of Bozeman, the County of Gallatin or any other political sub-
division or body corporate and politic of the State of Montana, within the meaning
of any constitutional or statutory provision.
SECTION 6. The City Council of the City hereby approves and consents to the deter-
mination to be made by HUD that the Corporation constitutes an "agency"
or "instrumentality" and
a "public housing agency" solely within the meaning, and only for the
purposes, of Section 3(6)
of the Housing Act, and HUD Regulations, particularly 24 CFR Part 811,
Subpart A, for the purpose
of providing the interim and permanent financing for the Project.
Nothing contained in this
Resolution is intended, nor shall it be construed, to establish or
create or to authorize the
establishment or creation by HUD, the City, or the Corporation, or
otherwise, of (i) any common
law or statutory agency relationship between the Corporation and the
City or between the Corporation
I and HUD, under the laws of the State of Montana, or (ii) to create,
or authorize the creation of,
any indebtedness, obligation or liability of the City or HUD of any kind whatsoever, except for
obligations assumed by HUDinaccordance with written contracts executed by HUD and except as
provided in Sections 13 and 14 hereof.
COMMISSION RESOLUTION NO.
23(;3
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376
SECTION 7.
The officers of the City are hereby authorized to execute such documents
as are deemed on the advice of counsel necessary and proper to implement
the construction, financing,
and leasing of the housing units for persons and families eligible
for assistance under Section 8
of the Housing Act.
SECTION 8.
The Bonds and Notes of the Corporation shall not constitute a debt of I
the City or the State of Montana or any of its political subdivisions.
SECTION 9.
Upon dissolution of the Corporation, title to or other interest in any
real or personal property that is owned by the Corporation at the time
of dissolution shall be
transferred to the City, another public housing agency (as that term
is defined by HUD in its
regulations) or to another nonprofit entity as determined by the City
and approved by HUD, to be
used only for purposes approved by HUD, and the City agrees to accept
title to or other interest
in such real or personal property, and if the City is unable to accept
such gift, conveyance or
distribution, then the City Council of the City shall designate another
public housing agency or
another nonprofit entity subject to approval by HUD, to accept such
title or other interest.
SECTION 10.
The Project and the providing of financing for the Project are in the
public interest of the citizens of the City, and are proper public
purposes, and the City desires
to cooperate with agencies of the federal government and other public
and private bodies to ful-
fill such public purposes.
SECTION 11.
The City hereby agrees to perform an annual review of the Corporation's
performance and to cause a copy of such review together with any audits
performed during the
reporting period to be forwarded to HUD.
I
SECTION 12.
The City hereby agrees that in the event of a default by the Owner under
the HAP Contract, the City will pursue all available remedies to achieve
correction of the default,
including operation and possession of the Project, if called upon by
HUD or the Note Trustee or
,
the Bond Trustee, as the case may be.
SECTION 13.
The City hereby agrees to execute and administer the ACC and to enter
into and administer the AHAP Agreement and the HAP Contract pursuant
to the ACC with HUD.
SECTION 14.
The City acknowledges the duties, obligations and covenants that it
agrees to undertake, including administering the ACC, AHAP Agreement
and HAP Contract and officers
of the City, including its Mayor, are authorized, empowered and directed
to execute any documents
to accomplish the purposes of this Resolution, upon completion of construction
of the Project and
execution of the HAP Contract by and between the Owner and the City.
SECTION 15.
The lawful acts of the Corporation, in authorizing the issuing and
selling of the Bonds secured by the Bond Indenture and the Notes secured
by the Note Indenture
are hereby approved and ratified.
SECTION 16.
The City shall have a right of access at any time to all books and I
records of the Corporation.
SECTION 17.
It is found and determined that all formal actions of ~he City con-
cerning and relating to the adoption of this Resolution were adopted
in an open meeting of the
City; and that all deliberations of the City and of any of its committees
that resulted in such
formal action were in meetings open to the public, in compliance with
all legal requirements.
COMMISSION
RESOLUTION NO. 2303:
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37'1
SECTION 18. If any section, paragraph or provision of this Resolution shall be
held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this Resolution.
SECTION 19. All prior resolutions and orders or parts thereof in conflict herewith
I are, to the extent of such conflict, hereby repealed and this Resolution shall take effect from
and after its passage, the public welfare requiring it.
THIS RESOLUTION shall be in full force and effect from and after its passage in accord-
ance with the laws of the State of Montana.
ADOPTED AND APPROVED thi s 25th day of Febr.ry\, 1981. "'- "1
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MAYOR
ATTEST:
(2~ ~ t),t1~~
Clerk of the City Commission
State of Montana )
County of Gallatin)
I City of Bozeman )
I, Erna V. Harding, Clerk of the Commission of the City of Bozeman do hereby certify that
the foregoing Resolution No. 2303 was published by title and number in the Bozeman Daily Chronicle,
a newspaper of general circulation printed and published in said City, in the issue dated the 1st
day of March, 1981, and due proof of such publication is on file in my office.
IN WITNESS WHEREOF I hereunto set my hand and affix the corporate seal of my Ciiffice this
27th day of February, 1981.
g,oIt. ~ tJ,k
er~ t e City Co~
I
COMMISSION RESOLUTION NO. 2303
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