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HomeMy WebLinkAboutCCRes_05-07CITY OF FALCON HEIGHTS • RESOLUTION 2005-07 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF UP TO $5,500,000 SENIOR HOUSING REVENUE BONDS PINES OF HUTCHINSON, LLC PROJECT, SERIES 2005A AND 2005B BE IT RESOLVED by the City Council of the City of Falcon Heights, Minnesota (the "City"), as follows: 1. Authori (a) The City of Falcon Heights, Minnesota (the "City"), is authorized by Chapter 462C, Minnesota Statutes, as amended (the "Act"), to issue revenue bonds for the purpose of financing or refmancing projects including any land, building or other improvement and real or personal property, whether or not in existence, to the end that more adequate residential housing facilities for seniors and low- and middle-income families and persons may be provided, to enter into financing agreements with others for the purpose of providing revenues to pay such bonds, and further to secure the payment of such bonds. (b) Minnesota Statutes, Section 471.59, as amended, provides that two or more governmental units, by an agreement entered into through action of their .governing bodies, may jointly or cooperatively exercise any • power common to the contracting parties, and may provide for the exercise of such power by one of the participating governmental units. 2. Description of Project. Pines of Hutchinson, LLC, a limited liability company (the "Borrower"), has requested that the City assist in fmancing the acquisition of a 50-unit independent senior housing facility located at 1015 Century Avenue in the City of Hutchinson, Minnesota (the "Project") more fully described in the housing program attached hereto. 3. Plan of Financing. In order to finance the Project, the Borrower has proposed to this Council that the City enter into a Joint Powers Agreement dated as of June 1, 2005 (the "Joint Powers Agreement") with the City of Hutchinson, Minnesota ("Hutchinson") to issue its Senior Housing Revenue Bonds (Pines of Hutchinson, LLC Project) Series 2005A and its taxable Senior Housing Revenue Bonds (Pines of Hutchinson, LLC Project) Series 2005B in an aggregate principal amount not to exceed $5,500,000 (collectively, the "Bonds"). The Bonds will be purchased by Oppenheimer & Co. Inc., (the "Underwriter") pursuant to a Bond Purchase Agreement among the City, the Underwriter and the Borrower (the "Bond Purchase Agreement"). The City and Wells Fargo Bank, National Association (the "Trustee") will enter into an Indenture of Trust dated as of June 1, 2005 (the "Indenture"). The proceeds of the Bonds will be loaned to the Borrower pursuant to a Loan Agreement dated as of June 1, 2005 between the City and the Borrower (the "Loan Agreement"). • • Repayment of the Bonds will be secured by collateral provided by the Borrower including a Combination Mortgage, Security Agreement, Fixture Financing Statements and Assignments of Leases and Rents, dated as of June 1, 2005, from the Borrower to the Trustee (the "Mortgage"), by which the Borrower grants to the Trustee a mortgage lien on and security interest in the Project, as security for the payment of the Bonds and assigns to the Trustee its interests in all leases and rents with respect to the Project. The Borrower will agree to provide continuing disclosure with respect to the Project and the Borrower pursuant to a Continuing Disclosure Agreement dated as of June 1, 2005 between the Borrower and the Trustee (the "Disclosure Agreement"). 4. Documents Presented. Forms of the following documents related to the Bonds have been submitted to the City: (a) The Loan Agreement; (b) The Indenture; (c) The Joint Powers Agreement; (d) The Mortgage (not executed by the City); (e) The Disclosure Agreement (not executed by the City); and • (f) The Bond Purchase Agreement. (g) Findings. In accordance with the Act, it is hereby found, determined and declared that: (h) Financing of the costs of the Project will promote the public health, welfare, safety, convenience and prosperity by providing more adequate residential housing facilities for seniors and low- and middle-income families and persons. (i) There is no litigation pending or, to the City's actual knowledge, threatened against the City or the City relating to the Bonds, the Joint Powers Agreement, the Loan Agreement, the Bond Purchase Agreement or the Indenture (collectively, the "Bond Documents") or questioning the due organization of the City, or the powers or authority of the City to issue the Bonds and undertake the transactions contemplated hereby. (j) The execution, delivery and performance of the City's obligations under the Bond Documents do not and will not violate any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. • (k) It is desirable that the Bonds be issued by the City upon the terms set forth • in the Indenture under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (1) Under the provisions of the Act, and as provided in the Bond Documents, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a general or moral obligation of the City or a charge, lien or encumbrance, legal or equitable, upon any property of the City (other than the interest of the City in the loan repayments to be made by the Borrower under the Loan Agreement); and each Bond issued shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 5. Approval and Execution of Documents. The housing program to finance the Project, the form of Bonds and the Bond Documents are approved. The Bond Documents are authorized to be executed in the name and on behalf of the City by the Mayor and the Administrator, at such time, if any, as they may deem appropriate, or executed or attested by other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as maybe approved by the officers executing the same, • which approval shall be conclusively evidenced by the execution thereof; and then shall be delivered to the Trustee on behalf of the Bondholders. Modifications to the forms of Mortgage and Continuing Disclosure Agreement and other collateral security documents may be made at the discretion of the parties thereto. 6. Approval, Execution and Delivery of Bonds. The City is authorized to issue the Bonds, in an aggregate principal amount of not to exceed $5,500,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the interest rates on the Bonds shall be as set forth in the final form of the Indenture, to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such rates exceed seven percent (7%) per annum. The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement and subject to the conditions therein set forth, to place the Bonds for sale at par. The Mayor and Administrator and other City officers are authorized to execute the Bonds as prescribed in the Indenture at such time, if any, as they may deem appropriate, and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by the Indenture, for authentication, registration and delivery to the Underwriter. • 7. Certificates, etc. The Mayor and Administrator and other officers of the City are • authorized at such time, if any, as they may deem appropriate, to prepare and furnish to bond counsel and the Underwriter, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Adopted by the City Council of Falcon Heights this 8th day of June, 2005. ~~~~ Susan L. Gehrz, Mayor Attest: i ~. ~~G 7~/ Heather M. Worthington, City Administrator • • STATE OF MINNESOTA COUNTY OF R.AMSEY ) ss. CITY OF FALCON HEIGHTS 1 I, the undersigned, being the duly qualified and acting Administrator of the City of Falcon Heights, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution giving final approval to an issuance of revenue Bonds by the City on behalf of Pines of Hutchinson, LLC, duly adopted by the City Council on June 8, 2005, at a regular meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified or rescinded since the date thereof, and is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of such resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS My hand this 8t" day of June, 2005. Bather M. Worthington, City inistrator • •