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HomeMy WebLinkAboutCC RES 04-061 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2004; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS Meeting Sheet IIIIII VIII VIII VIII VIII VIII IIII IIII ioaan Box: 31 Folder: RES 2004 Document: CC RES O4-061 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2004; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS � 1 1 - . RESOLUTION NO. 04-061 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2004; 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. The City has by resolution adopted June 22, 2004, given preliminary approval to the issuance of its Variable Rate Demand Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project) in one or more series in an amount not to exceed $37,500,000 for the purpose of making a loan to St. Anthony Leased Housing Associates I, Limited Partnership, a Minnesota limited partnership (the`Borrower"). Following such preliminary approval, the City applied for and received an allocation of bonding authority pursuant to Minnesota Statutes, Chapter 474A in the amount of$36,000,000 (the"Initial Allocation"). 1.02. The City subsequently called for a public hearing on(i) a proposal that the City issue tax-exempt revenue bonds, in one or more series (the"Bonds"), not to exceed $39,500,000 (including the Initial Allocation) in principal amount, under Minnesota Statutes, Chapters 462A and 462C, as amended (the"Act") and, as to any tax-exempt series, Section 142(d) of the Internal Revenue Code of 1986, as amended (the "Code"), in order to finance a project(the "Project") on behalf of the Borrower and (ii) a housing program prepared with respect to the Project and its financing(the"Housing Program"). The proposed Project consists of a multifamily housing facility consisting of approximately 261 units. The Project is located at the fanner Apache Plaza Mall site in the City. 1.03 The City expects to issue the Bonds in three series: its Variable Rate Demand Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project), Series 2004A(the"Series 2004A Bonds"); its Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project), Series 2004B (the "Series 2004B Bonds"; together with the Series 2004A Bonds, the "Senior Bonds") and its Subordinate Variable Rate Demand Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project), Series 2004C (the"Series 2004C Bonds") and may issue its Subordinate Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project), Series 2004D (the "Series 2004D Bonds"). 1, 1.04. LaSalle Bank National Association (the"Senior Bank") has agreed, subject to the satisfaction of certain conditions, to facilitate the financing of the Project by providing credit enhancement and liquidity support for the Senior Bonds pursuant to a credit facility. 1.05. A national banking association (the"Subordinate Bank") is expected to agree, subject to the satisfaction of certain conditions, to facilitate the financing of the Project by providing credit enhancement and liquidity support for the Series 2004C Bonds pursuant to a credit facility. 1.06. Draft forms of the following documents relating to the Bonds have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Loan Agreement(the "Senior Loan Agreement"), respecting a loan of the proceeds of the Senior Bonds, proposed to be entered into by the City and the Borrower; (b) an Indenture of Trust (the "Senior Indenture")proposed to be entered into with respect to the Senior Bonds by the City and LaSalle Bank National Association, as trustee (the "Trustee"); (c) a Bond Purchase Agreement (the"Senior Bond Purchase Agreement"), proposed to be entered into with respect to the Senior Bonds by the City, the Borrower and Dougherty& Company LLC (the "Underwriter"); • (d) Subordinate Loan Agreements (the "Subordinate Loan Agreements"; together with the Senior Loan Agreement, the "Loan Agreements") respecting a loan of the proceeds of the Series 2004C Bonds and the Series 2004D Bonds, respectively, proposed to be entered into by the City and the Borrower; (e) Subordinate Indentures of Trust(the"Subordinate Indentures"; together with the Senior Indenture, the "Indentures")proposed to be entered into with respect to the Series 2004C Bonds and the Series 2004D Bonds, respectively,by the City and the Trustee; (f) a Subordinate Bond Purchase Agreement(the "Subordinate Bond Purchase Agreement"; together with the Senior Bond Purchase Agreement, the"Bond Purchase Agreements") proposed to be entered into with respect to the Series 2004C Bonds and the Series 2004D Bonds by the City, the Borrower and the Underwriter; (g) a Tax Compliance Agreement (the "Tax Compliance Agreement") proposed to be entered into by the City, the Borrower and the Trustee; (h) a Master Subordination Agreement (the"Subordination Agreement") proposed to be entered into by the Borrower, Trustee, Senior Bank, Subordinate Bank, Issuer and certain other parties; and • -2- • (i) An Assignment of Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing(the "Mortgage Assignment"); 0) An Assignment of Assignment of Rents and Leases (the"Assignment of Assignment"); (k) an Assignment of Rents and Leases (the"Assignment of Leases"); (1) A Disbursing Agreement(the"Disbursing Agreement"); (m) A Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing (the "Mortgage"); and (n) an Official Statement or other offering document (the "Official Statement") to be used in connection with the offer and sale of the Bonds by the Underwriter. 1.07. At a public hearing, duly noticed and held on the date hereof, in accordance with Minnesota Statutes, Section 462C.05, subdivision 5 and Section 147(f) of the Internal Revenue Code of 1986, as amended, on the proposal to issue the Bonds and approve the Housing Program, 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 Indentures, under the provisions of which the City grants to the Trustee under the Indentures a security interest in certain revenues and payments to be received by the City under the Loan Agreements 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 Loan Agreements 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 Indentures when due; and the Loan Agreements also provide that the Borrower is required to continue 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 Agreements. • -3- • (c) The execution and delivery of the documents referred to in Section 1.06 (together with all such other documents as are necessary in connection with the Bonds, 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 finance the Project and pay costs of issuance of the Bonds, and to pledge and assign the Loan Agreements and the loan repayments due thereunder, all as provided in the Loan Agreements and the Indentures. 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 Indentures, the Loan Agreements or the Bond Purchase Agreements. The Mayor Pro tem 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$39,500,000; (3) the initial reoffering prices of the Bonds; (4)the maturity schedule of the Bonds; (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 Agreements by said officers. • The forms of the Bond Documents and the Bonds are approved, subject to such modifications as are deemed appropriate and approved by the Mayor Pro tem 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 Pro tem and the City Manager. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor Pro tem, 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. Official Statement. The City hereby consents to the use of the Official Statement 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 Official Statement, but did not prepare the Official Statement, and has not reviewed the financial disclosures of the Borrower or approved any information or statements contained in the Official Statement 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 Official Statement"final" as of its date for purposes of SEC Rule 15c2-12. • -4- • Section 5. The Bonds. 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 Indentures or established pursuant to this resolution. 5.02. The Mayor Pro tem and the City Manager are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indentures 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. Housing Program. The Housing Program is hereby approved. Section 7. Application for Bond Issuance Allocation. The Mayor Pro tem and City Manager, in consultation with the Borrower, are authorized to execute the necessary documents on behalf of the City to apply for a further allocation of bonding authority for the Project pursuant to the provisions of Minnesota Statutes, Chapter 474A. Section 8. Absence of Officers. In the absence or disability of the Mayor Pro tem, any of the documents authorized by this resolution to be approved and executed by the Mayor Pro tem may be so approved and executed by the acting Mayor Pro tem. 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 9. Authentication of Proceedings. The Mayor Pro tem, 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 10. 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 • -5- 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. Approved this 14th day of September, 2004. Z/Uzvo ,^Y') Mayor Pro tem Attest: ftWL14'4L'I-iU City derk •