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HomeMy WebLinkAboutCC RES 06-096 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2007; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS Meeting Sheet IIIIII VIII VIII VIII VIII VIII IIII IIII ioazzo 0 Box: 31 Folder: RES 2006 Document: CC RES 06-096 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT, SERIES 2007; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS • CITY OF ST. ANTHONY RESOLUTION NO. 06-096 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2007; 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 September 14, 2004, given approval to the issuance of its Variable Rate Demand Multifamily Housing Revenue Bonds (The Landings at Silver Lake Village Project), Series 2004A; 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"Subordinate Bonds"; together with the Senior Bonds, the "2004 Bonds"). The 2004 Bonds were issued for the purpose of making a loan to St. Anthony Leased Housing Associates I, Limited Partnership, a Minnesota limited partnership (the"Borrower"). The 2004 Bonds were issued 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, as further described in a housing program prepared with respect to the Project and its financing (the "Housing Program"). The Project consists of a multifamily housing facility consisting of approximately 261 units and is located at the former Apache Plaza Mall site in the City. 1.02. In connection with the issuance of the 2004 Bonds,the City has entered into certain agreements and certificates, including but not limited to: a) an Indenture of Trust relating to the Senior Bonds dated as of October 1, 2004 (the "Senior Bonds Indenture"), between the City and LaSalle Bank National Association, as trustee (together with its successors and assigns, the"Trustee"); • • b) a Loan Agreement relating to the Senior Bonds dated as of October 1, 2004, between the City and the Borrower (the "Senior Bonds Loan Agreement"); c) a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of October 1, 2004, relating to the Senior Bonds (the "Mortgage") from the Borrower to the City; d) an Assignment of Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing relating to the Senior Bonds dated as of October 1, 2004 (the "Mortgage Assignment") by and between the City and the Trustee; e) a Tax Compliance Agreement dated as of October 1, 2004 (the "Tax Compliance Agreement") relating to the Senior Bonds, by and between the City,the Borrower and the Trustee; f) an Indenture of Trust dated as of October 1, 2004, relating to the Subordinate Bonds by and between the City and the Trustee (the "Subordinate Bonds Trust Indenture"); g) a Subordinate Loan Agreement dated as of October 1, 2004, relating to the • Subordinate Bonds by and between the City and the Borrower (the "Subordinate Bonds Loan Agreement"); h) a Disbursing Agreement dated as of October 1, 2004 (the "Disbursing Agreement"), related to the 2004 Bonds by and between the Borrower, the Trustee, LaSalle Bank National Association, as lender(the "Lender"), the Ramsey County Housing and Redevelopment Authority(the "Ramsey HRA"), Minnwest Bank M.V. (the "Subordinate Bonds Purchaser"), the City and Commercial Partners Title, LLC; i) a Master Subordination Agreement dated as of October 1, 2004 (the "Subordination Agreement"), by and between the City, the Trustee, the Borrower, the Subordinate Bonds Purchaser,the Ramsey HRA and the Lender. 1.03. The Borrower has proposed that the City issue its $6,400,000 Multifamily Housing Revenue Refunding Bonds (The Landings at Silver Lake Village Project), Series 2007 (the "Refunding Bonds") in order to refund, on the date of issuance of the Refunding Bonds, the Subordinate Bonds. The Borrower has proposed that the Refunding Bonds be issued on a parity with the Senior Bonds pursuant to a First Supplemental Indenture of Trust dated as of January 1, 2007 (the"First Supplemental Indenture") between the City and the Trustee, amending the Senior Bonds Indenture. The proceeds of the Refunding Bonds would be loaned to the Borrower • -2- • pursuant to a First Amendment to Loan Agreement dated as of January 1, 2007 (the "First Amendment to Loan Agreement"), between the City and the Borrower, amending the Senior Bonds Loan Agreement. Under the Senior Bonds Loan Agreement, as so amended, the Borrower will be obligated to make payments at the times and in the amounts sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Series 2004 Bonds and the Refunding Bonds (together, the "Bonds") and all costs and expenses of the City incident to the issuance and sale of the Refunding Bonds. The Borrower has requested the refunding for the purposes described in Minnesota Statutes, Section 475.67, Subd. 3(b)(2)(iv). 1.04. The City desires to encourage the development of housing facilities designed for occupancy primarily by persons of low and moderate income, and the Project will assist the City in achieving these objectives. 1.05. The Lender 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 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) the First Supplemental Indenture; • (b) the First Amendment to Loan Agreement; (c) a Bond Purchase Agreement(the "Refunding Bond Purchase Agreement"), proposed to be entered into with respect to the Refunding Bonds by the City, the Borrower and Dougherty & Company LLC (the "Underwriter"); (d) a Tax Compliance Agreement(the "Tax Compliance Agreement") proposed to be entered into by the City, the Borrower and the Trustee; (e) an Official Statement or other offering document (the "Official Statement")to be used in connection with the offer and sale of the Refunding Bonds by the Underwriter. In addition, in connection with the issuance of the Refunding Bonds, it is expected that the Mortgage, the Mortgage Assignment and the Subordination Agreement may be amended or supplemented, that the Subordinate Bonds Trust Indenture, the Subordinate Bonds Loan Agreement and certain other documents entered into in connection with the Subordinate Bonds may be discharged and that certain other orders, certificates and other documents may be required to be entered into by the City. All of the agreements, certifications and other documents described in this Section shall be referred to as the "Documents." Section 2. Findings. • -3- • It is hereby found, determined and declared that: (a) It is desirable that the Refunding Bonds be issued by the City upon the terms set forth in this resolution and the Senior Bonds Indenture, as amended by the First Supplemental Indenture (as so amended, 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 Senior Bonds Loan Agreement, as amended by the First Amendment to Loan Agreement (as so amended, the "Loan Agreement") as security for the payment of the principal of, premium, if any, and interest on the Refunding Bonds. (b) The payments required to be made to the Trustee pursuant to the Loan Agreement are determined, 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 Agreement also provides 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 Agreement. (c) The execution and delivery of the Documents and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Documents and the • Refunding Bonds valid and binding special, limited obligations in accordance with their terms, are authorized by the Act. Section 3. Authorization and Approval of Documents. The City is hereby authorized to issue the Refunding Bonds to provide funds, to be used, with other available funds, to refinance the Project and pay costs of issuance of the Refunding Bonds, and to pledge and assign the Loan Agreement and the loan repayments due thereunder, all as provided in the Loan Agreement and the Indenture. It is acknowledged that the purchase price of the Refunding Bonds, the principal amount of the Refunding Bonds, the initial reoffering prices of the Refunding Bonds, the maturity schedule of the Refunding Bonds,the provisions for redemption of the Refunding Bonds and the initial interest rate on the Refunding Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Indenture, the Loan Agreement or the Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to approve: (1) the purchase price of the Refunding Bonds; (2) the initial reoffering prices of the Refunding Bonds; (3)the maturity schedule of the Refunding Bonds, provided that the weighted average maturity of the Refunding Bonds shall not exceed the remaining weighted average maturity of the Subordinate Bonds; (4)the provisions for redemption of the Refunding Bonds; and (5)the initial interest rate on the Refunding Bonds. The approval of such officers of the terms of the Bonds shall be conclusively presumed by the execution of the Documents by said officers. • -4- • The forms of the Documents and the Refunding Bonds are approved, subject to such modifications and additions 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 Documents by the Mayor and the City Manager. 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. 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 Refunding 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. Section 5. The Refunding Bonds. 5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue its Refunding 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 Refunding 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 Refunding 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 • -5- • 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 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 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 Documents. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds or the 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. Adopted this 11th day of December, 2006. • Mayor Attest: City Clerk Reviewed for Administration: City Mana er