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HomeMy WebLinkAboutRES 85-057 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (ARKAND LIMITED PARTNERSHIP III HOUGING PROJECT), OF THE CITY, FOR THE PURPOSE OF FINANCING A MULTIFAMILY RENTAL HOUSING DEVELOPMENT, AND AUTHORZING THE EXECUTION Meeting Sheet IIIIII VIII VIII VIII VIII VIII IIII IIII iozaoo Box: 23 Folder: RES 1985 Document: RES 85-057 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (ARKAND LIMITED PARTNERSHIP III ROUGING PROJECT), OF THE CIN, FOR THE PURPOSE OF FINANCING A MULTIFAMILY RENTAL HOUSING DEVELOPMENT,AND AUTHORZING THE EXECUTION • CERTIFICATION OF MINUTES RELATING TO MULTIFAMILY MORTGAGE HOUSING BONDS Issuer : City of St . Anthony, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A special meeting, held on December 23 , 1985 , at 5 :30 o ' clock p. m. at the City Hall, St . Anthony, Minnesota. Members present : Ranallo, Enrooth, Makowske Members absent : Sundland, Marks Documents Attached: Minutes of said meeting (pages) : 1 through 8 , including: RESOLUTION N0 . 85-057 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (ARKAND LIMITED PARTNERSHIP III HOUSING PROJECT) , OF THE CITY, FOR THE PURPOSE OF FINANCING A MULTIFAMILY • RENTAL HOUSING DEVELOPMENT, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS I , the undersigned, being duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of. the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 23d-. day of December, 1985 . i Carol Jo son -�� City 'C erk (SEAL)- • Councilmember Ranallo introduced the following resolution and moved its adoption: RESOLUTION NO. 85-057 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (ARKAND LIMITED PARTNERSHIP III HOUSING PROJECT) , OF THE CITY, FOR THE PURPOSE OF FINANCING A MULTIFAMILY RENTAL HOUSING DEVELOPMENT, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of St . Anthony, Minnesota (the City) , as follows : Section 1 . Authorization and Recitals . 1 . 01 . General Authority. By the provisions of Minnesota Statutes , Chapter 462C, as amended (the "Act" ) , the City is authorized to -plan, administer, issue and sell revenue bonds or obligations and to make or purchase loans to finance one or more multifamily housing developments within its. corporate limits , which revenue bonds or obligations shall be payable solely from the revenues of the development . This Council has approved a Housing Plan for the City (the "Housing Plan" ) , by a resolution adopted on July 9 , 1985 , after a public hearing was held thereon. The Housing Plan has been reviewed and commented on by the Metropolitan Council pursuant to Minnesota Statutes, Section 462C. 01 and 462C. 04 , Subdivision 1 . This Council has approved a multifamily housing program under the Housing Plan (the "Program" ) , by Resolution No . 85-051 adopted on November 26, 1985 .. The program provides for the financing of a project under the Act consisting of the acquisition,. construction and equipping by Arkand Limited Partnership III (the Borrower) a Minnesota limited partnership, of an approximately 150 residential unit multifamily housing project intended primarily for the elderly and related facilities to be located in the City (the "Project" ) . The Program has been submitted to the Minnesota Housing Finance .Agency, as required by Minnesota Statutes, Section 462C. 04 , Subdivision 2 , and such Agency has informed the City that it will not be rejected within 30 days after submission. 1 . 02. Proposed Bonds . Representatives of the Borrower have proposed that the City, acting under and pursuant to the Act, issue and sell its Multifamily Housing Revenue -2- • Bonds (Arkand Limited Partnership III Housing Project) , in an aggregate principal amount not exceeding $11 , 990,000 (the "Bonds" ) , for the purpose of financing the Project and paying costs incurred by the Borrower in connection with the issuance of the Bonds . Arkand Partnership is the general partner of the Borrower, and the approval of the Program and the preliminary approval of the issuance of the Bonds granted by Resolution No. 85-051 of this Council adopted November 26, 1985, is hereby ratified and confirmed in the name of the Borrower . Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Borrower, and the Borrower will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due: The City will grant a security interest in certain revenues and ,payments to be received by the City under the Loan Agreement (as hereinafter ' defined) to a Trustee (as hereinafter defined) . 1 . 03 . Documentation. Forms of the following documents relating to the Project and the Bonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the City Clerk: (a) a Loan Agreement (the "Loan Agreement" ) , to be dated as of December 1 , 1985, proposed to be made and entered into between the City and the Borrower; • (b) an Indenture of Trust (the "Indenture" ) , to be dated as of December 1, 1985, proposed to be made and entered into between the City and First Trust Company, Inc . , as trustee (the "Trustee" ) ; (c) a Bond Purchase Agreement (the "Bond Purchase Agreement" ) , proposed to be made and entered into among Fidelity Tax-Exempt Money Market Trust (the "Purchaser" ) , the City and the Borrower; and (d) a Remarketing Agreement (the "Remarketing Agreement" ) , to be dated as of December 1 , 1985, proposed to be made and entered into among the Borrower, the Trustee, the City and Piper , Jaffray & Hopwood Incorporated (the "Remarketing Agent" ) . Section 2 . Findings . It is hereby found, determined and declared that : (a) the financing of the Project, the authorization of the Bonds in the maximum_ aggregate principal amount of $11,990, 000 , the execution and delivery of the Loan Agreement, the Indenture, the Remarketing Agreement and the -3- • Bond. Purchase .Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement , the Indenture, the Remarketing Agreement and the Bond Purchase Agreement and of all other acts and things required under the -Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Remarketing Agreement and the Bond Purchase Agreement and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (b) the Program was submitted to the Minnesota Housing Finance Agency as provided in Minnesota Statutes, Section 462C. 04, Subdivision 2 on November 29, 1985 , and such Agency has informed the City that it will not be rejected. within 30 days after submission; (c) it is desirable that a series of Multifamily Housing Revenue Bonds (Arkand Limited Partnership III Housing Project) in the amount of $11 , 990 , 000 be issued by the. City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in' certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds; • (d) the loan repayments contained in the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; (e) the execution and delivery of the Loan Agreement, the Indenture, the Remarketing Agreement and the Bond Purchase Agreement will not conflict with, or constitute on the part of the City a breach of -or a default under , any existing agreement , indenture, mortgage, lease or other_ instrument to which the City is subject or is a party or by which it is bound; provided that this finding is made solely for the purpose of estopping the City from denying -4- • the validity of the Loan Agreement, the Indenture, the Remarketing Agreement or the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; (f) no litigation is pending or, to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of the Bonds or the execution, delivery or validity of the Loan Agreement, the Indenture, the Remarketing. Agreement or the Bond Purchase Agreement, or questioning the appropriation of revenues to payment of the Bonds or -the right of the City to loan the proceeds of the Bonds to the Borrower; (g) all acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture, the Remarketing Agreement and the Bond Purchase Agreement the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement, the Indenture, the • Remarketing Agreement and the Bond .Purchase Agreement; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Indenture, the Remarketing Agreement and the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; and (h) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act . 3 . Approval of Documents . The forms of the Loan Agreement, the Indenture, the Remarketing Agreement and the Bond Purchase Agreement referred to in Section 1 . 03 are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager, which approval shall be conclusively evidenced by execution of the Loan Agreement, the Indenture, the Bond Purchase Agreement,. the Remarketing Agreement and the Bonds by the Mayor and the City Manager . The Mayor and City Manager are directed to execute the Loan Agreement upon execution thereof by the Borrower, to execute the Indenture upon execution thereof by the Trustee, to execute the Bond Purchase Agreement -upon execution thereof by the Purchaser and -5- r i the Borrower, and to execute the Remarketing Agreement upon execution thereof by the Borrower, the Trustee, the City; and the Remarketing Agent . Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and the City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 4 . The Bonds; Terms, Sale and Execution. 4 . 01 . Authorization. The City hereby authorizes the issuance of the Bonds in the aggregate principal amount of $11,990, 000, in the form and upon the terms set forth in the Indenture and this resolution. The Bonds are hereby sold to the Purchaser at the price and upon the terms contained in the Bond Purchase Agreement . 4 . 02 . Execution. The Mayor and the City Manager are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to • Minnesota Statutes, Section 475 . 55, Subdivision 1 . 4 . 03 . Modifications , Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City Manager prior to the execution of the documents . The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof . In the absence or disability of the Mayor , any of the documents authorized by this resolution to be executed may be executed by the acting Mayor, and in the absence or disability of the City Manager by such officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 5 . Authentication of Proceedings . The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to furnish to the Purchaser and bond counsel 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 relating to the legality and marketability of • -6- • the Bonds as such facts appear from the books and records in the officer 's 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. Section 6 . Limitations of the City' s Obligations . Notwithstanding anything contained in the Bonds, the Loan Agreement, the Indenture, the Remarketing Agreement or the Bond Purchase Agreement or any other documents referred to in Section 1 . 03 , the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no Holder of the Bonds -shall ever have the right to compel any .exercise ofthe taxing power of the City to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof . The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds, the Loan Agreement, the Indenture, the Remarketing Agreement or the Bond Purchase Agreement and the other documents listed in Section 1 . 03 shall . be subject at all times to the availability of the revenues furnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof , and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. Adopted: December 23 , Mayor Attest: City C er -7- • Member Enrooth seconded the motion and upon vote thereon, the following voted in favor of its adoption: all and the following voted against : none whereupon the resolution was declared duly adopted.- -8-