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Home My WebLink AboutCC RES 12-068 RESOLUTION AUTHORIZING THE REMARKETING OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (THE LANDINGS AT SILVE LAKE VILLAGE PROJECT), SERIES 2007 AND AUTHORIZING THE EXECUTION OF DOCUMENTS Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 103725 Box: 31 Folder: RES 2012 Document: CC RES 12-068 RESOLUTION AUTHORIZING THE REMARKETING OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (THE LANDINGS AT SILVE LAKE VILLAGE PROJECT), SERIES 2007 AND AUTHORIZING THE EXECUTION OF DOCUMENTS CITY OF ST. ANTHONY VILLAGE RESOLUTION NO. 12-068 RESOLUTION AUTHORIZING THE REMARKETING OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (THE LANDINGS AT SILVER LAKE VILLAGE PROJECT), SERIES 2007 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 previously issued its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (The Landings at Silver Lake Village Project), Series 2007 (the "Bonds") pursuant to an Indenture of Trust dated as of October 1, 2004 (the"2004 Indenture"), between the City and U.S. Bank National Association, as successor to LaSalle Bank National Association, as trustee (the "Trustee"), as amended by a First Supplemental Indenture of Trust dated as of January 1, 2007 (the "First Supplemental Indenture"; the 2004 Indenture as so amended, the "Original Indenture"), between the City and the Trustee. Pursuant to a Loan Agreement dated as of October 1, 2004 (the "2004 Loan Agreement"), between the City and St. Anthony Leased Housing Associates 1, Limited Partnership, a Minnesota limited partnership (the "Borrower"), as amended by a First Amendment to Loan Agreement dated as of January 1, 2007 (the "First Amendment to Loan Agreement"; the 2004 Loan Agreement as so amended, the "Original Loan Agreement") the City loaned the proceeds of the Bonds to the Borrower for the purpose of refinancing a portion of the costs of a multifamily housing facility located at 2551 38�h Avenue NE in the City. 1.02. The City has received a proposal from the Borrower that the City consent to certain amendments to the Original Indenture, Original Loan Agreement in connection with a proposed remarketing of the Bonds and delivery of certain substitute credit facilities for the Bonds, consisting of an Amended and Restated Indenture of Trust dated as of July 1, 2012 (the "Indenture") between the City and the Trustee and an Amended and Restated Loan Agreement dated as of July 1, 2012 (the "Loan Agreement"), between the City and the Borrower. 1.03. In connection with the original issuance of the Bonds, the City has entered into certain agreements and certificates, including but not limited to, in addition to the Original Indenture and Original Loan Agreement: a) a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of January 1, 2007 (the "Mortgage") from the Borrower to the City; b) an Assignment of Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing relating to the Bonds dated as of January 1, 2007 (the"Mortgage Assignment") by and between the City and the Trustee. The Mortgage and the Mortgage Assignment are proposed to be terminated in connection with the remarketing of the Bonds (the "Terminations"). 1.04. 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 Indenture; (b) the Loan Agreement; (c) a Remarketing Circular(the "Remarketing Circular") to be used in connection with the remarketing of the Bonds by Dougherty & Company LLC (the "Remarketing Agent"). In addition, it is expected that certain other orders, certificates and other documents may be required to be entered into by the City. All of such agreements, certifications and other documents, together with the Indenture and Loan Agreement and Terminations, shall be referred to as the "Documents." Section 2. Authorization and Approval of Documents. The forms of the Documents are approved, subject to such modifications and additions as are deemed appropriate and approved by the Mayor and City Manager, 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. Remarketing Circular. The City hereby consents to the use of the Remarketing Circular by the Remarketing Agent in connection with the remarketing of the Bonds to potential investors, but the City did not prepare the Remarketing Circular, and has not reviewed the financial disclosures of the Borrower or approved any information or statements contained in the Remarketing Circular or the Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. Section 5. The Bonds. 5.01. The Mayor and the City Manager are authorized and directed to prepare and execute the Bonds as prescribed 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. -2- 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 Remarketing Agent and bond counsel certified copies of all proceedings and records of the City relating to the reissuance of 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 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 liab' ity thereon. Passed this 26th day of June, 2012. Mayor Attest: &440X� Ci erk -3-