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HomeMy WebLinkAbout10-04-15 RESOLUTION NO. n - n a — 1 AUTHORIZING THE ISSUANCE, SALT;, AND DELIVERY OF ITS MULTIFAMILY HOUSING REVENUE BONDS (OAKGREEN COMMONS PROJECT), SERIES 2010; ADOPTING A HOUSING PROGRAM PURSUANT TO MINNESOTA STATUTES, CHAPTER 402C; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND RELATED DOCUMENTS; PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WI'T'H RESPECT TO THE BONDS; AND GRANTING APPROVAL FOR CERTAIN OTHER ACTIONS WITH RESPECT THERETO WH Rl AS, the City of Wk Pak I Minnes018 (tile "Cit)'"), is a political subdivision of the State of Minnesota: and WIIEREAS, pursuant to Minnesota Statutes, Chapter 4620, as amended (tile "Act"I the City is authorized to carr out the public purposes described in to Act by issuing revenue bonds to i €nance or refinance 113llltifam€ly housing developments located within the C €ty, and as a co€ld€t€on to the issuance of such revenue bonds, adopt a homing prog€' m providing the Wr€Iladon ivquhvd by Section 462(103, subdivision 1 a, of the Act: and W1IEREAS, in the issuance ofthe WyN revenue bonds and in the nmbing of a loan to 1€ mice a lllUlt€fanllly housing development the City may exercise within Its corporate limits, any of the powers that the Minnesota ]lousing 1'i €lance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions o {' Minnesota Statutes, Chapter 475, as amended; and WIII REAS, Oal <gmen Commons, l.,I..,C, a Minnesota limited liability company (the "Borrower "). has requested that the City issue its revenue bonds under the Act and lend the proceeds thereof to the Borrower to finance the following: (i) the acquisition, construction, and equipping of a 120-Unit assisted living facility with 26 memory care units, 60 assisted care units, and 341 independent living units, to be located at the Northwest quadrant of the intersection of Onkgreen Avenuc and 38' Street in the City (the "Project")" (ii) the payment of interest on the bonds during the construction 01' the Project; (iii) the funding o{ required reserves; and (iv) the payment of certain costs related to the issuance of the bonds; and ANHEREAS, the Project is designed and intended to be used primarily for seniors for rental occupancy but is not restricted to persons age 55 and older; and WHEREAS, the City has prepared a housing program (the "l lousing Program" or "Program ") to authorize the issuance by the City of revenue bonds in the malmum principal amount of $16,000J00 to finance the acquisition, construction, and equipping; of the Project; and WHEREAS, a notice of public heating (the "Public Notice ") was published in the aSlilbvclfer G(i etle, the official newspaper and a newspaper of general circulation in the City, with respect to: (i) the required public hearing under Section 14#0 of the Internal Revenue Code of 1986, as amended (the "Code'); (ii) the required public hearing under Section 4620.04, subdivision 2, of the Act; (iii) the Housing, Program; and (iv) approval of the issuance of the Bond% as hereinafter defined; and WHEREAS, the Public Notice was published at least fifteen (15) clays before the regularly scheduled meeting of the City Council of the City (the "City Council'), and on March 30, 2010, the City 305879v2.ISB AK 145-2 Council conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing; and WHEREAS, the Borrower has requested that the City issue, sell, and deliver its Multifamily Housing Revcnuc Bonds (Oakgreen Commons, LLC Project), Series 2010 (tile "Bonds "), in the original aggregate principal amount not to exceed 4116,000,000, and WHEREAS, on February 23, 2010, the City Council adopted Resolution No. 10 -02 -08, authorizing the Submission of an application to the office of Minnesota Management & BLldget for all allocation of bonding authority with respect to the Bonds to finance the 1 in accordance with file regllil•CI11CnB of M €Illlesotca StatUtcs, Chapter 474A, as amended (tile "Allocation Act "); and WI- FRL.AS, the proceeds derived from the sale of'tile Bonds will be loaned by the City to the Borrower p111'SUant to the leans of a ].Rail Agreement, dated oil of after May 1, 2010 (the "Loan Agreement "), between the City and the Borrower, whereby the City will apply the proceeds derived 11 . 0111 the sale of the Bonds to fund a loan to the Borrower; and WIII RFAS, as further security for the repayment of principal amt interest oil the Bonds, the Borrower will execute a Combination Mortgage, Security Agreement Assignment of [.,cases and ]tents and Fixture Financing Statement, dated on or alter May 1, 2010 (tile "Mortgage ") for the benelit of the City and assigned to 1110 "Trustee and a Collateral Assil;nnlent 01']ax MCI elllelll Revcnuc Note, dated oil or after May 1, 2010 (tile "Assignment of "I"11" Note'') for the benclit ofthe "Trustee: arld Wl IEIZI AS, the Bonds will he issued pursuant to this rcsolLltion alld an 11lde11tU1'C 01"h-list, dated on or after May 1, 2010 (the "Indenture"'), between the City and a bond 1111SWC (the "Trustee "), and the Bonds and the interest on the Bonds: (i) shall be payable solely front the revenues pledged therefor under the I...oan Agreement; (ii) shall not col7Stitute a debt of the City within the meaning of any constitutional or Statutory 11mitatioil; (ill) shall 1101 C01l5titUtC 1101' gIVC rise to a pecuniary liability of the City of a charge against its general credit of taxing powers; (lv) shall not constitute a charge, hell, 01• CilCLImbrance, legal of equitable, upon any property of' the City other than the City's interest in the Loan Agreement; and (v) shall not constitute a gcileral of- moral obligation ofthe City; a11d 4 NOW, Tl II "RIlFOKE, 131; IT RESOLVED 13Y Tl IF" CITY COUNCIL 01" "T]11:, CITY 01" OAK PARK HFIGHTS, MILAN] SOTA, AS FOLLOWS: 1. The City acknowledges, finds, determines, and declares that the issuance of Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of Bonds, and the other actions of the City under the Indentul•e, the Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. In authorizing the issuance of the Bonds Ior the financing of the Projcet and the related costs, the City's purpose is and the effect thereof will be to ]n•onlate the public welfare of the City and its residents by providing multifamily housing developments for low of moderate income senior residents of the City and otherwise tlll'111e1'illg the purposes and policies of the Act. 2. "The 1-lousing Program is hereby adopted, ratified, and approved in all respects without amendment. The preparation of the I lousing Pfogralll is hereby ratified, confirmed, and approved. 'file City Administrator is hereby authorized to do all other things and take all other actions as may be necessary o1' appropriate to ear'l'y oUt the I Program In accordance with the Act and any other Applicable laws and regulations. 365$79N AK 1 7 3. for the purposes set forth above, there is hereby aLltho€'ized the issuance, sale, and delivery of the Bonds in one or more series in the maximum aggregate principal amount not to exceed $16,000,000. The Bonds shall Dear interest at the rates, shall be designated, shall be Ilumbered, shall be dated, shall (nature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be ill such form, and shall have such other terms, details, and provisions as are prescribed ill the Indenture, ill the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Bonds to be issued, in whole or in part, as "tax- exempt bonds," the interest oil which is not includable Ill gross income for federal and State Of Minnesota income tax 17LII'pOSCS. All of the provisions ofthe Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to file same extent as if incorporated verbatim herein and shall be it) full force and effect from the date of execution and delivery thereof: The Bonds shall be substantially in the form in the Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, onl€sslons, and insertions (including changes to the aggl'CgatC l)1'illClpal i11110LIIII Of the Bonds, the Stated matUl'ltiCS Of the Bonds, the interest rates oil the Bonds and the terms of redemption ofthe Bonds) as the Mayor and the City Administrator, in their discretion, shall determine. ']'Ile CxecLltion of the Bonds Willi the mallllal Ol facsimile signature of the Mayor and the City Administrator and the delivery of the Bonds by the City shall be conclusive evidence of such determination. 4. The Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower JIM'SU € € nt to the loan Agreement and other funds pledged pursuant to the indenture .. howeve €', the City (foes not pledge its general credit or taxing powers or any funds ofthe City to the payment ofthe Bonds. The City Council hereby aul}lorizes and directs the Mayor and the City Administrator to execute the Indenture, and to deliver the Indenture to said Trustee, and hereby aLltll0HZCs and directs the execution Of the: Bonds ill accordance wall the terms ofthe hidC111LIN, gild licroby provides that the Indenture shall provide the terms and conditions, CovenalltS, 1'IghtS, ObllgatiOlIS, ClUtiCS, and agreements of the owners of the BORIS, the City, a11C1 t11C I RISlee as set forth therein. All of the provisions of the Indenture, when executed as authol'izCd herein, shall be deemed to be a part Of this resolution as fully and to the same extent as If Incorporated verbatim herein and shall be ]n full force and effect from the date of execution and delivery thereof- The Indenture shall be substantially 111 the (61 . 111 oil file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the Substance thereof, [ €Ild as the Mayor and the City Administrator, in their discretion, Shall determine, and the execution thereol by the Mayor and the City Administrator Shall be conclusive evidence Of such determination. 5. The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Loan Agreement, the Consent and Acknowledgenletit to the Assignment, and the Bond Purchase Agreement, dated oil or after May 1, 2010 (tile "Bond Purchase Agreement "), between Dougherty & Company I.,I.,C (the "Underwriter ") the City, and the Bo1'rowcr. All of the provisions ofthe Loan Agreement, the Assignment, and the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolUtr011 as fully and to the same extCrlt as if Ineo1'porated verbatim herein and Shall be ill fLlll force aild effect FI'Onl the date Of CxCeUt1011 and delivery thereof. The Loan Agreement, the Assignment and the Bond Purchase Agreement shall be substantially Ill the forms Oil file with the City Which are hereby approved, with SLICII OMi- ';S1OIIS alld insertions as do not materially change the Substance thereof, and as the Mayor and the City Administrator, ill their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator shall be conclusive evidence of such determinations. 6. TO ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Code and to ensure compliance with certain restrictions imposed by the City, ?65X79N JS13 AK 1,15-2 the Mayor and City Administrator are also hereby authorized and directed to execute and deliver a Regulatory Agreement, dated oil or after May 1, 2010 (tile "Regulatory Agreement "), among the City, the Borrower, and the Trustee. All of the provisions of the Regulatory Agr when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. "ihe Regulatory Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substaaacc thereof, or as the Mayor and the City Administrator, in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator shall be conclusive evidence Of, such determination, 7. The Bonds shall be special, limited revenue obligations of the City, the proceeds of which shall be d €SbUrsed pursuant to the terms of the IndelltUl - L and the Loan Agreement, and the pr prerriiknll, and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the revellues derived from the Loan Agreement, and the other SOL11 - US Set forth €Il the lndCllttlrC. 9. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 9. The Mayor and the City Administrator are hereby authorized to execute and deliver, on behalf of the City, such other docunicnts and certll icates as are Jleccsstlr'y or appropriate ill eoillleet'loil with the issuance, sale, and delivery of the Bonds, including an ASs €o nnlent of Mortgage, dated oil or after' May 1, 2010 (the "Assignment of Mortgage "), from the City to the Trustee, Val - IOIiS CertlfleatCS Of the City, all Inforrilation RCturn for Tax-Exempt Private Activity Bond Issues, Dorm 8038, with respect to the Bonds, a certificate as to arbitrage and rebate, and similar documents, and all other documents and Certificates as shall be Necessary and appropriate ill connection lvlth the iSSlial)Ce, side, and delivery of the Bonds. The City hereby approves the execution and delivery by tk TRIstee 01'1110 indenture and all other instruments. certificates, and documents prepared ill Co111r111Cti011 With the ISSUallGe Of the Bonds that regr €il execution by the TRISICe. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel, to prepare, execute, and deliver its approving legal opinions with respect to the Bonds. 10. The City has not participated in the preparation of the Official Statement relating to the offer and sale of the Bonds (tile "Official Statement"), and has €Made no independent investigation with respect to the infor €nation contained therein, i €lcludiM) the appendices thereto, and the City assumes ]lo responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwritcr of' the Official Statement in connection with the offer and sale of the Bonds. The Official Stateme nt is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. 11. 13xcept as other\Vise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the a forementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exci such powers and to perfoi such duties. No covenant, Stipkilatioll, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council, or any of'f'icer, agent or employee of the City in that person's individual capacity, and neither the City Council nor any officer or elllployee executing the Bonds shall be personally liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 365979v2 IS13 AK 145 -2 4 No provision, covenant or agreement contained in the aforementioned documents, the Bonds, or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the City Ol the breach thereof, shall constitute or give We to a general or moral obligation of the City or any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any fiends or revenues, other than fiends and revenues derived frond the Loan Agmement which art; to be applied to the payment of the Bonds, as provided thoreln. 12. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City, any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or e(Iuitable:, under and by reason of this resolution or any provisions hereof, this resohihn, the aforementioned documents, and all of then' provisions being intended to be And being Rr the sole and exclusive benefit of the City, and in) holder from time to time of the Bonds issued under (lie provisions of this resolution. 13. In case any one or more of the provisions of this resolution, other than the provisions contained in the f €€st sentence of Seedon 4, or of the aR romendonod documents, or of the Fonds issued hereunder shall for any reason be hold to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 14. 'Ile Bonds, when executed and de €ivemt shall contain a recital that they are issued pursuant to the AeL and such recital shall be cmic€ hive ev€denee of the validity of the Fonds and the regularity of the issuance thereof, and that till acts, condltions, and thinks required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. is. "Ile officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authodzed to do ail acts and things required Of them by or in connection with this resolution, the aforementioned documenU, Fled the Bonds, for the full, punctual, and Complete performance of all the terms, covenants, and agreements contained in the Bonds, the Aforementioned documents, and this resolution. If for any reason the Mayor or the City Administrator is unable to execute and dulivur the documents referred to in this Resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Mayor or the City Administrator with the saanne force and effect as if such documents were executed and delivered by tie Mayor or the City Administrator. 16. The Borrower shall pay the administrative fee of the City on the date of issuance Of" the Bonds. The Borrower will also pay, or, upon dennand, reimburse the City foe payment of', any and all costs incurred by the City in connection Nvith the Project and the issuance of the Bonds, whether or not the Bonds are issued, including any costs for attorneys' fees. 17. '['his Resolution shall be in full force and effect fronn and after its approval. 365$79v2 JSn AK 145 -2 5 Adopted by the City Council of the City of Oak Park Heights, Minaiesota, on this 27tH clay of April, 2010, CI Y "OI_C)AK PARK HEIGHTS, MIl`Ii O A ff 1 Ma'Yor Attest -''�? f - - ------------------ 1 Ad" iinistrator it 365879v2 1,513 AK 145 -2 {