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96-8354r 29 RESOLUTION NO. 8354 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF $8,010,000 MULTIFAMilY HOUSING REVENUE REFUNDING BONDS (VilLAGE SHORES PROJECT) SERIES 1996, AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS THEREOF WHEREAS, the City of Richfield, Minnesota (the "City") is a municipal corporation duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs 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, the City has adopted a Program (the "Program") relating to Market Plaza Housing Project, now known as Village Shores Project, a 166-unit rental housing project located at 6501 Woodlake Drive in the City (the "Project") pursuant to and in conformity with the Act; and WHEREAS, pursuant to the Program, the City issued its Multifamily Housing Revenue Bonds, Series 1985 (Market Plaza Housing Project) (the "1985 Bonds") in the aggregate principal amount of $8,025,000, for the housing purpose of financing the acquisition and construction of the Project;. and WHEREAS, Market Plaza Housing Limited Partnership, a Minnesota limited partnership (the "Company"), which owns the Project, proposes that the City refinance the Project by the issuance of its $8,010,000 Multifamily Housing Revenue Refunding Bonds (Village Shores Project), Series 1996 (the "Bonds") under the Act pursuant to this Resolution; and WHEREAS, the Bonds will be issued under an Indenture of Trust, dated as of July 1, 1996 (the "Indenture"), between the City and First Trust National Association, as trustee (the "Trustee"), and will be payable from revenues derived from a Loan Agreement, dated as of July 1, 1996 (the "Loan Agreement"), between the City and the Company, and secured by a mortgage lien on the Project pursuant to that certain First Mortgage, Security Agreement and Fixture Financing Statement with Collateral Assignment of Rents and Leases (the "Mortgage"), and an Assignment of Leases and Rents (the "Assignment"), each dated as of July 1, 1996, from the Company to the City (the City's interest in which is to be assigned to the Trustee), all in accordance with the terms of the Indenture, and the Bonds and the interest on the Bonds shall be payable solely from the revenue pledged therefore, and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the City or a charge against its Reso1ion No. 8354 -2. gene~1 credit or taxing powers and shall not constijute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the proief; and. i WHEREAS, in order to comply with the requirements of Section 147(f) of the Intern!al Revenue Code of 1986, as amended, the City Council has held a public heari~g, after publication of notice thereof in a newspaper of general circulation in the City o~ Richfield at least fourteen (14) days before the hearing: I NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCil OF THE CITY OF RICHFIELD, MINNESOTA AS FOllOWS: I I i 11. For the purpose of refunding the 1985 Bonds, and thereby refinancing the Proje~t, the City hereby authorizes the issuance, sale and delivery of the Bonds in the principal amount of $8,010,000, the proceeds of which shall be applied to redemption of the oJtstanding 1985 Bonds. The Bonds shall be in such principal amounts, shall bear intere~t at rates, shall be numbered, shall be dated, shall mature, shall be subject to rederrtption prior to maturity, and shall be in such form and have such details and providions as may be prescribed in the Indenture, substantially in the form now on file I with t~e City; provided that the aggregate principal amount of the Bonds shall be $8,01P,000, the maximum interest rate on the Bonds shall not exceed 8.00% per annum, the final maturity of the Bonds shall be July 1, 2033, the average maturity of the I Bonds shall not exceed 120 per cent of the remaining average reasonably expected econ9mic life of the Project, and there shall be maturities or mandatory sinking fund rederT1ptions of the Bonds so as to result in approximately level debt service throughout the term of the Bonds. The Bonds shall be special obligations of the City payable solely I . from the revenues provided by the Loan Agreement and other funds pledged pursuant to thellndenture. The Bonds are not to be payable from nor charged upon any funds of the City other than the revenues pledged to their payment, nor is the City subject to any liability thereon; no holders of the Bonds shall every have the right to compel any exercise of the taxing power of the City to pay any of the principal of, premium, if any, or intJrest on the Bonds; the Bonds shall not constitute a charge, lien or encumbrance, legal ~r equitable, upon any property of the City, and each Bonds shall recite that the Bond~, including interest thereon, are payable solely from the revenues pledged to the paym~nt thereof and that no Bond shall constitute a debt of the City within the meaning of an~ constitutional or statutory limitation. The Bonds shall contain a recital that they are issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. The Mayor and City Manager are autho~ized and directed to prepare and execute by manual or facsimile signature the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certifiJd copy of this resolution and other documents required by the Indenture, for authehtication and delivery to Piper Jaffray Inc., as underwriter (the "Underwriter"). 1 I 12. The City Council hereby approves the Project and the financing thereof for all pu~poses under Section 147(f) of the Internal Revenue Code of 1986, as amended. . , Resolution No. 8354 -3- 3. The City Council hereby authorizes and directs the Mayor and the City Manager to execute and deliver the Indenture, the Loan Agreement, the Amended and Restated Regulatory Agreement (the "Regulatory Agreement") dated as of July 1, 1996 by and among the City, the Trustee and the Company, the Bond Purchase Agreement by and among the City, the Company and the Underwriter (the "Bond Purchase Agreement"), and Assignments of the Mortgage and the Assignment to the Trustee. All of the provisions of the Indenture, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement and the Assignments of the Mortgage and the Assignment, 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, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement and the Assignments of the Mortgage and the Assignment shall be a substantially in the forms on file with the City, which are hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the officers executing the same, in their discretion, shall determine, and the execution thereof shall be conclusive evidence of such determination. 4. The Mayor and the City Manager of the City or either of them 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 without limitation a 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 the Bonds. 5. The City hereby consents to the distribution of the Preliminary Official Statement relating to the Bonds and to the use by the Underwriter of a final Official Statement, substantially in the form of the Preliminary Official Statement. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the City for use in connection with the offer and sale of the Bonds. The City has not participated in the preparation thereof and shall have no liability in connection with the contents of or use of such offering materials. 6. All covenants, stipulations, obligations and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. No covenant, stipulations, obligations and agreements shall be binding upon the City. 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 liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, ResoLion No. 8354 4- coveiant or agreement contained in the aforementioned documents, the Bonds or in any ~ther document related to the Bonds, and no obligation therein or herein imposed uponlthe City or the breach thereof, shall constitute or give rise to any pecuniary liability of th~ 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 9ity has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement, the Mortgage and the Assignment, whic~ are to be applied to the payment of the Bonds, as provided therein and in the I Indenture. i I I 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 conf~r upon any person or firm or corporation, other than the City, the Company or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or c1aimllegal or equitable, under and by reason of this resolution or any provision hereof, this r~solution, the aforementioned documents and all of their provisions being intended to be land being for the sole and exclusive benefit of the City, the Company and any holdejr from time to time of the Bonds issued under the provisions of this resolution. I , I 7. In case anyone 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 t6 be legal or invalid, such illegality or invalidity shall not affect any other provision I oHhis resolution, or of the aforementioned documents, or of the Bonds, but this resol~tion, the aforementioned documents, and the Bonds shall be construed and endo~sed as of such illegal or invalid provision had not been contained therein. I I I 8. 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 issuapce thereof, that all acts, conditions c.nd things required by the laws of the State of Minn~sota 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 prece~dent to and in the enactment of this resolution, and precedent to issuance of the Bond~ and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. I i 9. The officers of the City and its attorneys, agents and employees are here~y 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 Bond~, the aforementioned documents and this resolution. I 10. The City currently is considering the adoption of Private Activity Tax Exembt Financing Guidelines that would, among other things, impose an administrative fee upon the issuance of obligations similar to the Bonds. The approvals granted in this I Resoliution are subject to and conditioned upon the negotiation by staff of an admirlistrative fee to be paid by the Company upon the issuance of the Bonds, which I fee snail be consistent with the Guidelines but shall not exceed $25,000. I Resolution No. 8354 -5- 11. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Richfield, Minnesota this 24th day of June 1996. / 1/', )'1 <7 .-.-; \ 1'-- j ;J? j()f;,f,;1;;) I' :.,,) I (:2>tJVLl~ .~ Martin J. Kirsch, <Mayor ATTEST: ~~ PQJ~ Thomas P. Ferber, City Clerk