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07-9931r RESOLUTION NO. 9931 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (L YNWOOD PARTNERS, LLC PROJECT), SERIES 2007, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND RELATED DOCUMENTS; PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE BONDS; AND GRANTING APPROVAL FOR CERTAIN OTHER ACTIONS WITH RESPECT THERETO WHEREAS, the City of Richfield, Minnesota (the "City"), is a home rule city and political subdivision of the State of Minnesota; and WHEREAS, 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 issuing revenue bonds to finance or refinance multifamily housing developments located within the City, and as a condition to the issuance of such revenue bonds, adopt a housing program providing the information required by Section 462C.03, subdivision 1a, of the Act; and WHEREAS, in the issuance of the City's revenue bonds and in the making of a loan to finance a multifamily housing development the City may exercise, within its corporate limits, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended; and WHEREAS, Lynwood Partners, LLC, a Minnesota limited liability company (the "Borrower"), has requested that the City issue its revenue bonds under the Act and lend the proceeds thereof to the Borrower to finance the following: (i) the acquisition and renovation of a 306-unit residential rental multifamily housing development, comprised of nine buildings located at 7437 Lyndale Avenue South in the City (the "Project"); and (ii) the payment of certain costs related to the issuance of the bonds; and WHEREAS, the Project is designed and intended to be used primarily for rental to and occupancy by persons and families of low and moderate income; and WHEREAS, the City has prepared a housing program (the "Housing Program" or "Program") to authorize the issuance by the City of revenue bonds in the principal amount of approximately $16,000,000 to refinance the acquisition, and renovation by the Borrower of the Project; and WHEREAS, the Housing Program was prepared and submitted to the Metropolitan Council for its review and on March 19, 2007, the City received correspondence from the Metropolitan Council acknowledging receipt of the Housing Program and providing its comments with respect to the Housing Program and the Project; and WHEREAS, a notice of public hearing (the "PlJblic Notice") was published in Richfield Sun Current, the official newspaper and a newspaper of general circulation in the City, with respect to: (i) the required public hearing under Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) the required public hearing under Section 462C.04, subdivision 2, of the Act; (iii) the Housing Program; and (iv) approval of the issuance of the Bonds, as hereinafter defined; and WHEREAS, the Public Notice was published at least fifteen (15) days before the regularly-scheduled meeting of the City Council of the City and on April 24,2007, the City Council conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, on (i) the Housing Program, (ii) the proposed issuance of the Bonds, in the approximate aggregate principal amount of $16;000,000, and (iii) the location and nature of the Project; and WHEREAS, pursuant to Resolution No. 9922, adopted on April 24, 2007, the City Council of the City approved the Housing Program and provided preliminary approval for the sale and issuance of the Bonds, in the approximate aggregate principal amount of $16,000,000; and WHEREAS, the Borrower has requested that the City issue, sell, and deliver its Variable Rate Demand Multifamily Housing Revenue Bonds (Lynwood Partners, LLC Project), Series 2007 (the "Bonds"), in the original aggregate principal amount not to exceed $15,445,000; and WHEREAS, the proceeds derived from the sale of the Bonds will be loaned by the City to the Borrower pursuant to the terms of a Loan Agreement, dated on or after May 1, 2007 (the "Loan Agreement"), between the City and the Borrower, whereby the City will apply the proceeds derived from the sale of the Bonds to fund a loan to the Borrower; and WHEREAS, the Bonds will be issued pursuant to this resolution and an Indenture of Trust, dated on or after May 1,2007 (the "Indenture"), between the City and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"), and the Bonds and the interest on the Bonds: (i) shall be payable solely from the revenues pledged therefore under the Loan Agreement; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA, AS FOLLOWS: 1. The City acknowledges, finds, determines, and declares that the issuance of the Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds, and the other actions of the City under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. In authorizing the issuance of the Bonds for the financing of the Project and the related costs, the City's purpose is and the effect thereof will be to promote the public welfare of the City and its residents by providing multifamily housing developments for low or moderate income residents of the City and otherwise furthering the purposes and policies of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Bonds in one or more series in the maximum aggregate principal amount not to exceed $15,445,000. The Bonds 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, in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Bonds to be issued, in whole or in part, as "tax- exempt bonds," 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 Bonds, 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 Bonds shall be substantially in the form in the Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds and the terms of redemption of the Bonds) as the Mayor and the City Manager, in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signature of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. 3. The Bonds shall be special, limited obligations of the City payable solely . from the revenues provided by the Borrower pursuant to the Loan Agreement and other funds pledged pursuant to the Indenture and from payments made pursuant to an Irrevocable Letter of Credit, dated on or after May 1, 2007 (the "Letter of Credit"), issued by LaSalle Bank National Association, a national banking association (the "Bank"), pursuant to the terms of a Reimbursement Agreement, dated on or after May 1, 2007 (the "Reimbursement Agreement"), between the Borrower and the Bank. The City Council of the City hereby authorizes and directs the Mayor and the City Manager to execute the Indenture, and to deliver the Indenture to said Trustee, and hereby authorizes and directs the execution of the Bonds 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 Bonds, the City and the Trustee as set forth therein. 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 City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine,and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 4. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement, dated on or after May 1, 2007 (the "Bond Purchase Agreement"), between Dougherty & Company LLC (the "Underwriter"), the City, and the Borrower. All of the provisions of the Loan Agreement and 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 thereof. The Loan Agreement and Bond Purchase Agreement shall be substantially in the forms on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determinations. 5. To ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"), and to ensure compliance with certain restrictions imposed by the City, the Mayor and City Manager are also hereby authorized and directed to execute and deliver a Regulatory Agreement, dated on or after May 1, 2007 (the "Regulatory Agreement"), between the City, the Borrower, 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 City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 6. The Bonds shall be special, limited revenue obligations of the City, the proceeds of which shall be disbursed pursuant to the terms of the Indenture and the Loan Agreement, and the principal, premium, and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the revenues derived from the Loan Agreement, and the other sources set forth in the Indenture. 7. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 8. The Mayor and the City Manager are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including an Assignment of Mortgage, Security Agreement, Assianment of Leases and Rents and Fixture Filina. dated on or after May 1, 2007 (the "Assignment of Mortgage"), from the City to the Bank, various certificates of the City, an Information Return for Tax-Exempt Private Activity Bond Issues, Form 803.8. with respect to the Bonds, a certificate as to arbitrage and rebate, 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 Bonds. The City hereby approves the execution and delivery by the Trustee of the Indenture and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Bonds that require execution by the Trustee. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel to prepare, execute, and deliver its approving legal opinions with respect to the Bonds. 9. The City has not participated in the preparation of the Official Statement relating to the offer and sale of the Bonds (the "Official Statement"), and has made no independent investigation with respect to the information contained therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds. The Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. 10. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, 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 City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Bonds shall be personally liable 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 relating to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise toa general or moral obligation of the City or any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein. 11. 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 City, 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 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 City, and any holder from time to time of the Bonds issued under the provisions of this resolution. 12. In case anyone or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3 or in the first sentence of Section 6 hereof, or of the aforementioned documents, or of the Bonds 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 Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 13. The Bonds, 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 Bonds 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 Bonds, 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. 14. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are 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 full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. If for any reason the Mayor or the City Manager is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any member of the City Councilor any officer of the City delegated the duties of the Mayor or the City Manager with the same force and effect as if such documents were executed and delivered by the Mayor or the City Manager. 15. The Borrower shall pay the administrative fee of the City on the date of issuance of the Bonds and on each anniversary of the date of issuance of the Bonds, in the amount of one-eighth of one percent (0.125%) of the outstanding principal amount of the Bonds as of each such payment date. The Borrower will also pay, or, upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the Bonds, whether or not the Bonds are issued, including any costs for attorneys' fees. 16. This Resolution shall be in full force and effect from and after its approval and publication. Adopted by the City Council of the City of Richfield, Minnesota, on this 8th day of May, 2007. ~~ Debbie Goettel, Mayor Attest: ~~ Nancy Gibb~ty Clerk