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04-9430r RESOLUTION NO. 9430 GIVING PRELIMINARY APPROVAL TO THE PROPOSED ISSUANCE OF MULTIFAMILY HOUSING VARIABLE RATE REVENUE REFUNDING BONDS (VILLAGE SHORES APARTMENTS PROJECT), SERIES 2004, IN THE APPROXIMATE AGGREGATE PRINCIPAL AMOUNT OF $7,610,000, UNDER MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED BE IT RESOLVED by the City Council of the City of Richfield (the "City") as follows: Section 1. Recitals. 1.01. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to carry out the public purposes described in the Act by providing for the issuance of revenue bonds to provide funds to finance or refinance multifamily housing developments located within the City. 1.02. Pursuant to the terms of the Act, the City previously issued its Multifamily Housing Revenue Bonds, Series 1985 (Market Plaza Housing Project), in the original principal amount of $8,250,000 (the "Series 1985 Bonds"). The proceeds derived from the sale of the Series 1985 Bonds were loaned to Market Plaza Housing Limited Partnership, a Minnesota limited partnership (the "Owner"), and applied to finance acquisition, construction, and equipping of a 166-unit multifamily rental housing development known as Village Shores Apartments and located at 6501 Woodlake Drive in the City (the "Project"). 1.03. Pursuant to the terms of the Act, on August 1, 1996, the City issued its Multifamily Housing Revenue Refunding Bonds, Series 1996 (Village Shores Project), in the original aggregate principal amount of $8,010,000 (the "Series 1996 Bonds"). The proceeds derived from the sale of the Series 1996 Bonds were loaned to the Owner and applied to the redemption and prepayment of the Series 1985 Bonds. 1.04. The Owner has requested that the City: (a) issue its Multifamily Housing Variable Rate Revenue Refunding Bonds (Village Shores Project), Series 2004 (the "Bonds"), in the approximate original aggregate principal amount of $7,610,000, pursuant to the terms of a Trust Indenture, to be dated on or after March 1, 2004 (the "Indenture"), between the City and U.S. Bank National Association, as trustee (the "Trustee"); and (b) loan the proceeds derived from the sale of the Bonds to the Owner pursuant to the terms of a Financing Agreement, to be dated on or after March 1, 2004 (the "Financing Agreement"), between the City, the Owner, and the Trustee. The proceeds of the Bonds are to be applied to the redemption and prepayment of the Series 1996 Bonds. 1.05. Under applicable provisions of Section 147(f) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"), as a condition to the issuance of the Bonds as obligations the interest on which is not includable in gross income for federal income tax purposes, it is necessary that the City conduct a public hearing with respect to the issuance of the Bonds and the refinancing of the Project. The public hearing must be preceded by the publication of a notice of the public hearing in a newspaper of general circulation in the City at least fourteen (14) days prior to the date of the public hearing. 1.06. Prior to consideration of this resolution, the City Council of the City conducted a public hearing with respect to the proposal to issue the Bonds and to refinance the Project for the benefit of the Owner. A notice of the public hearing was published in a newspaper of general circulation in the City at least fourteen (14) days prior to the date of the public hearing in accordance with the requirements of Section 147(f) of the Code. 1 30 Section 2. Preliminary Approval Granted. 2.01. The issuance of the Bonds to redeem and prepay the Series 1996 Bonds is hereby granted preliminary approval subject to the mutual agreement ofthe City, the Owner, and Piper Jaffray & Co., as the original purchaser of the Bonds (the "Original Purchaser"), as to the details of the Bonds and provisions for their payment. In all events, it is understood, however, that the Bonds shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City except the City's interest in the Financing Agreement, and the Bonds, when, as, and if issued, shall recite in substance that the Bonds, including interest thereon, are payable solely from the revenues derived from the Project and other revenues, property, or other security pledged to the payment thereof pursuant to the terms of the Indenture, and shall not constitute a general or moral obligation of the City. 2.02. The law firm of Kennedy & Graven, Chartered is authorized to act as bond counsel and to assist in the preparation and review of necessary documents relating to the Project and Bonds issued in connection therewith. The Mayor, City Manager, and other officers, employees, and agents of the City are hereby authorized to assist bond counsel in the preparation of such documents. 2.03. The Owner has agreed to pay directly or through the City any and all costs incurred by the City in connection with the Project. The Owner has also agreed to pay the administrative fee of the City in the event the Bonds are issued. 2.04. All commitments of the City expressed herein are subject to the condition that by September 1,2004, the City, the Owner, and the Original Purchaser will have agreed to mutually acceptable terms and conditions of the Financing Agreement, the Indenture, the Bonds, and of the other instruments and proceedings relating to the Bonds and their issuance and sale. If the events set forth herein do not take place within the time set forth above, or any extension thereof, and the Bonds are not sold within such time, this Resolution will expire and be of no further effect. 2.05. The adoption of this Resolution does not constitute a guaranty or firm commitment that the City will issue the Bonds as requested by the Owner. The City retains the right in its sole discretion to withdraw from participation and accordingly not to issue the Bonds, or issue the Bonds in an amount less that the amount referred to herein, should the City at any time prior to issuance thereof determine that it is in the best interest of the City not to issu~ the Bonds, or to issue the Bonds in an amount less than the amount referred to in paragraph 1.04 hereof, or should the parties to the transaction be unable to reach agreement as to the terms and conditions of any ofthe documents required for the transaction. Section 3. adoption. Effective Date. This Resolution shall be in full force and effect from and after its Adopted by the City Council of the City of Richfield, Minnesota, this 10th day of February, 2004. CITY ~F :;;;;.E~.!' ~ESO~" By /~ ~) ~/1 Martin 1. Kirs~ayor Attest: i '~ ;I...--j. r~ By '----ti 1/V1~ /'JU~ Nancy Gibbs, Cl lerk 2