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HomeMy WebLinkAboutResolution 7717 RESOLUTION NO. 7717 CITY OF MOUNDS VIEW RAMSEY COUNTY STATE OF MINNESOTA RESOLUTION RELATING TO ISSUANCE OF THE CITY'S MULTIFAMILY HOUSING REVENUE BONDS (SELECT SENIOR LIVING OF MOUNDS VIEW PROJECT), SERIES 2010 AS TEMPORARY BONDS AND AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS AND THE EXECUTION OF VARIOUS RELATED DOCUMENTS WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act and its Resolution No. 7672 adopted September 13, 2010, the City of Mounds View, Minnesota (the "City") authorized, at the request of Select Senior Living of Mounds View, L.L.C., a Minnesota limited liability company (the "Borrower the issuance of its Multifamily Housing Revenue Bonds (Select Senior Living of Mounds View Project), Series 2010 in an amount not to exceed $15,000,000 (the "2010 Bonds to finance (i) the acquisition, construction and equipping of an approximately 95 -unit multifamily senior housing facility with 19 memory care units, 64 assisted living units, and 12 independent living units, to be located at the northwest quadrant of the intersection of Groveland Road and County Road 10 in the City (the "Project (ii) the payment of interest on the bonds during the construction of the Project; (iii) the funding of required reserves; and (iv) the payment of certain costs related to the issuance of the bonds; and WHEREAS, because of adverse market conditions the 2010 Bonds cannot be marketed and sold for long term investment at this time; and WHEREAS, the Borrower has requested that the City authorize the issuance of the 2010 Bonds on a temporary basis and authorize the issuance of multifamily housing revenue refunding bonds in 2011 or thereafter and the execution of various related documents; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MOUNDS VIEW, MINNESOTA, AS FOLLOWS: 1. The City hereby consents to the issuance of the 2010 Bonds on a temporary basis and calling the 2010 Bonds for redemption upon issuance of multifamily housing revenue refunding bonds in 2011 or thereafter (the "Refunding Bonds 2. The Mayor and the City Administrator are authorized and directed to execute a Trust Indenture with Wells Fargo Bank, National Association (the "Trustee (the "2010 Indenture and a Loan Agreement with the Borrower (the "2010 Loan Agreement in the name and on behalf of the City upon the issuance of the 2010 Bonds. Any other documents and certificates necessary in connection with the issuance of the 2010 Bonds shall be executed by the appropriate City officers. The execution of any of the 2010 Indenture, the 2010 Loan Agreement or any other document or instrument by the Mayor and the City Administrator or by the appropriate officer or officers of the City shall be conclusive evidence of the approval of such document in accordance with the terms hereof. 3. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Refunding Bonds in one or more series, some portion of which may be taxable obligations, in a maximum aggregate principal amount not to exceed the outstanding principal balance of the 2010 Bonds. The Refunding Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the principal amounts, 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 an Indenture of Trust with the Trustee (the "Refunding Indenture The City hereby authorizes a portion of the Refunding Bonds to be issued as taxable obligations and /or the Bonds to be issued, in whole or in part, as "tax- exempt bonds," the interest on which is excludable from gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Refunding 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 Refunding Bonds shall be substantially in the form in the Refunding Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the principal amounts of the Refunding Bonds, the stated maturities of the Refunding Bonds, the interest rates on the Refunding Bonds and the terms of redemption of the Refunding Bonds) as the Mayor and the City Administrator, in their discretion, shall determine. The execution of the Refunding Bonds with the manual or facsimile signature of the Mayor and the City Administrator and the delivery of the Refunding Bonds by the City shall be conclusive evidence of such determination. 4. The Refunding Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to a Loan Agreement (the "Refunding Loan Agreement and other funds pledged pursuant to the Refunding Indenture; however, the City does not pledge its general credit or taxing powers or any funds of the City to the payment of the Bonds. The City Council hereby authorizes and directs the Mayor and the City Administrator to execute the Refunding Indenture and the Refunding Loan Agreement in the name and on behalf of the City upon the issuance of the Refunding Bonds. Any other documents and certificates necessary in connection with the issuance of the Refunding Bonds, including but not limited to a Bond Purchase Agreement, a Regulatory Agreement and an Assignment of Mortgage, shall be executed by the appropriate City officers. The execution of any of the Refunding Indenture, the Refunding Loan Agreement or any other document or instrument by the Mayor and the City Administrator or by the appropriate officer or officers of the City shall be conclusive evidence of the approval of such document in accordance with the terms hereof. 5. 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, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council nor any officer or employee executing the 2010 Bonds or the Refunding Bonds shall be personally liable on the 2010 Bonds or the Refunding 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 2010 Bonds or the Refunding Bonds, or in any other document relating to the 2010 Bonds or the Refunding Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a 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 pay or remit any funds or 379376v2 JSB MU210 -192 2 revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the 2010 Bonds or the Refunding Bonds, as provided therein. 6. 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 2010 Bonds or the Refunding 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 2010 Bonds or the Refunding Bonds issued under the provisions of this resolution. 7. The Borrower shall pay the administrative fee of the City in an on the date of issuance of the 2010 Bonds. No additional administrative fee will be required in connection with the issuance of the Refunding Bonds. 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 2010 Bonds or the Refunding Bonds, whether or not the 2010 Bonds or the Refunding Bonds are issued, including any costs for attorneys' fees. 8. Except as herein otherwise expressly provided, Resolution No. 7672 adopted September 13, 2010 remains in full force and effect. Adopted by the City Council of the City of Mounds View, Minnesota, on this 13th day of December, 2010. CITY OF MOUNDS VIEW, MINNESOTA 0 0e, A J Flahe Ma Attest: Jim Ericson, City Administrator 379376v2 JSB MU210 -192 3