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HomeMy WebLinkAboutCC RES 02-044 A RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS AUTUMN WOODS PROJECT), SERIES 202; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 104639 Box: 31 Folder: RES 2002 Document: CC RES 02-044 A RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS AUTUMN WOODS PROJECT), SERIES 202; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS • RESOLUTION NO. 02 - 044 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (AUTUMN WOODS PROJECT), SERIES 2002; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota(the "City"), as follows: Section 1. Recitals. 1.01. It has been proposed that the City refinance its Multifamily Development Refunding Revenue Bonds (Autumn Woods Project), Series 1992 issued in the original principal amount of$9,000,000(the "Refunded Bonds") pursuant to Minnesota Statutes, Chapter 462C (the"Act"), through the issuance by the City of its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Autumn Woods Project), Series 2002 in a principal amount not to exceed $7,775,000 (the "Bonds"). 1.02 The Refunded Bonds were issued in connection with the refinancing of bonds of the City issued in 1988 to refinance a prior issue of bonds of the City issued in 1985 to finance • the acquisition and renovation of a multifamily rental housing development and certain related facilities located at 2600 Kenzie Terrace in St. Anthony, Minnesota(the "Property")which as of the Closing Date is owned by Autumn Woods Partners Limited Partnership, a Minnesota limited partnership (the 'Borrower"). 1.03. Fannie Mae, a corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716 et seq. ("Fannie Mae"), has agreed, subject to the satisfaction of certain conditions, to facilitate the refinancing of the Property by providing credit enhancement and liquidity support for the Bonds pursuant to a credit facility. 1.04. Draft forms of the following documents relating to the Bonds and the Bonds have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Financing Agreement (the "Financing Agreement"), proposed to be entered into by the City, the Borrower and U.S. Bank National Association, as trustee (the"Trustee"); (b) a Trust Indenture, proposed to be entered into by the City and the Trustee, relating to the Bonds; (c) a Bond Purchase Agreement(the"Bond Purchase Agreement"), proposed to be entered into by the City, the Borrower and U.S. Bancorp Piper Jaffray Inc. (the • "Underwriter"), relating to the Bonds; • (d) an Assignment and Intercreditor Agreement, proposed to be entered into by the City, the Trustee and Fannie Mae, and acknowledged and agreed to by the Borrower; (e) a First Amendment to Declaration of Restrictive Covenants and Land Use Restriction Agreement(the"First Amendment"), proposed to be entered into by the City and the Borrower; and (f) an Offering Circular(the"Offering Circular")to be used in connection with the offer and sale of the Bonds by the Underwriter. 1.05. At a public hearing, duly noticed and held on May 14, 2002, in accordance with Section 147(f)of the Internal Revenue Code of 1986, as amended, on the proposal to issue the Bonds, all parties who appeared at the hearing were given an opportunity to express their views with respect to such proposal and interested persons were given the opportunity to submit written comments to the City Clerk before the date of the hearing. Section 2. Findings. It is hereby found, determined and declared that: (a) It is desirable that the Bonds be issued by the City upon the terms set forth in this resolution and the Indenture, under the provisions of which the City grants to the Trustee under • the Indenture a security interest in certain revenues and payments to be received by the City under the Financing Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds. (b) The payments required to be made to the Trustee pursuant to the Financing 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 Financing Agreement also provides that the Borrower is required to continue to pay all expenses of the operation and maintenance of the Property, 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 Property and payable during the term of the Financing Agreement. (c) The execution and delivery of the Financing Agreement, the Indenture, the First Amendment and the Bond Purchase Agreement(the"Bond Documents") and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations in accordance with their terms, are authorized by the Act. Section 3. Authorization and Approval of Bond Documents. The City is hereby authorized to issue the Bonds to provide funds, to be used, with other available funds, to • -2- • refinance the Property and pay costs of issuance of the Bonds, and to pledge and assign the Financing Agreement and the loan repayments due thereunder, all as provided in the Financing Agreement and the Indenture. It is acknowledged that the purchase price of the Bonds, the principal amount of the Bonds, the initial reoffering prices of the Bonds, the maturity schedule of the Bonds, the provisions for redemption of the Bonds and the initial interest rate on the Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Indenture, the Financing Agreement or the Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to approve: (1)the purchase price of the Bonds; (2) the principal amount of the Bonds (as hereinafter defined); provided that the aggregate principal amount of the Bonds is not in excess of$7,775,000; (3) the initial reoffering prices of the Bonds; (4)the maturity schedule of the Bonds; provided that the Bonds mature at any time or times in such amount or amounts no later than thirty years from the date of issuance thereof; (5) the provisions for redemption of the Bonds; and (6) the initial interest rate on the Bonds. The approval of such officers of the terms of the Bonds shall be conclusively presumed by the execution of the Bond Purchase Agreement by said officers. The forms of the Bond Documents and the Bonds referred to in Section 1.04 are approved, subject to such modifications as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Bond Documents by the Mayor and the City Manager. The Bond Purchase Agreement as so approved is directed to be executed forthwith in the name and on behalf of the City by the Mayor and the City Manager • following the execution thereof by the Borrower and the Underwriter. The Financing Agreement and the First Amendment as so approved are directed to be executed in the name and on behalf of the City by the Mayor and City Manager upon execution thereof by the Borrower. The Indenture as so approved is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and delivered to the Trustee. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Offering Circular. The City hereby consents to the use of the Offering Circular by the Underwriter in connection with the offer and sale of the Bonds to potential investors. The City has consented to the distribution of the Offering Circular, but did not prepare the Offering Circular, and has not reviewed the financial disclosures of the Borrower or approved any information or statements contained in the Offering Circular or the Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. The City Manager is authorized to deem the Offering Circular"final" as of its date for purposes of SEC Rule 15c2-12. Section 5. The Bonds. • -3- 5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue its Bonds in the form and upon the terms set forth in the Indenture or established pursuant to this resolution. 5.02. The Mayor and the City Manager are authorized and directed to prepare and 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. Section 6. Absence of Officers. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be approved and executed by the Mayor may be so approved and executed by the acting Mayor. In the absence or disability of the City Manager, any of the documents authorized by this resolution to be approved and executed by the City Manager may be so approved and executed by the person designated as acting City Manager or by such other officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 7. Authentication of Proceedings. The Mayor, the City Manager, the City Clerk and other officers of the City are authorized and directed to furnish to the Underwriter 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 the Bonds as such facts appear 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 of fact contained therein. Section 8. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds or the Bond Documents, 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 shall constitute a charge, lien or encumbrance, legal or equitable, upon any funds or any property of the City other than the revenues specifically pledged to the payment thereof pursuant to the Bond Documents, and no holder of the Bonds shall ever have the right to compel any exercise of the 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 which have been pledged to the payment thereof pursuant to the Bond Documents. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds or the Bond Documents 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. Passed this 14th day of May, 2002. • -4- i 'Mayor Attest: City Cle • -5-