Loading...
HomeMy WebLinkAbout89-136 b , ~ ~ • BEFORE THE CITY COIINGIL OF THE CITY OF LAKEVILLE STATE. OF MINNESOTA RESOLIITION NO 89-136 A RESOLUTION AUTHORIZING THE ISSUANCE- AND SALE. OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS. (SOUTHFORK APARTMENTS PROJECT-PHASE II) SERIES 1989A AND SERIES 1989B; AUTHORIZING THE EXECUTION AND DELIVERY BY THE ISSUER OF A LOAN AGREEMENT, BOND PURCHASE AGREEMENT, REGULATORY AGREEMENT AND TRUST INDENTURE AND GLOSING- DOCUMENTS IN CONNECTION THEREWITH; AND APPROVING"THE FORM OF CERTAIN ANCILLARY DOCUMENTS WHEREAS, the City of Lakeville, Minnesota (the "issuer") is a mur.~icpal corporation and political ,subdivision, organized and existing under the Constitution and laws of the State of Minnesota (the "State"); and WHEREAS, pursuant to and in accordance with the provisions of • Minnesota Statutes, Chapter 462C, as amended (the. "Act"), at thee. request of Southfork Apartments Limited Partnership-II, a Minnesota limited partnership {the "Company"), the Issuer proposes to issue .its. Multifamily Housing Revenue .Refunding Bonds (Southfork Apartments Project-Phase II) Series 1989A in the aggregate principal amount of $3,470,000 (the "Series A Bonds") and its. Multifamily Housing Revenue Refunding Bonds (Southfork Apartments Project-Phase II) Series 1989B in the aggregate principal amount of $1,155,000 (the "Series B Bonds") (collectively the Series A Bonds and Series B Bonds being referred to herein as the "Bonds"); and. WHEREAS,.:. the Issuer proposes to loan the proceeds of the Bonds to the Company for the purpose of refunding the outstanding principal balance. of the Issuer''s Multifamily Rental Housing t • Revenue: Bonds (Southfork Villa. e A artments Project) (the "Prior g P Bonds"}, the expended proceeds ("Transferred Proceeds") of which will be used by the. Company to pay in part the cost of financing,. acquiring, constructing, improving and equipping the hereinafter defined Project, including the payment of interest on the Bonds for no longer than :one year and funding a reserve;. and WHEREAS, the Project shall consist of an approximately 72-unit multifamily housing rental project to be initially owned by the Owner and to ~e located within the corporate boundaries of the Issuer (the "Project"); and .WHEREAS, issuance of the Bonds to-refund the :Prior Bonds and the development of .the Project will be in furtherance of the • purposes of the Act; and WHEREAS, there :have been presented to this City Council of the Issuer: (a) the proposed form of Loan Agreement dated as of October 1, 1989 (the "Loan Agreement") between the: Issuer and the Company; (b) the proposed form of Promissory Note dated as of October 1, 1989 (the "Note") from the Company to the Issuer; (c) the proposed.. form of Trust Indenture dated as of October 1, 1989' (the pIndenture") between the Issuer and First. Trust National Association, as trustee (the "Trustee"); (d) the proposed form of Amended and Restated Regulatory Agreement (thee "Regulatory .Agreement") dated. as of October 1, 1989 among the Issuer, the Company and the Trustee named therein; (e) the proposed form of the Construction Letter of Credit (as defined in the Indenture) dated as of October 1, 1989 from National City .Bank. of Minneapolis (the 2, a • "Bank") in favor of the Trustee; (f) the proposed form of Mortgage, Assignment of Rents and Security Agreement dated as of October 1, .1989 from the Company to the Trustee; (g) a form of final Official Statement relating to the Bonds (the "Official Statement"j; and (h) the proposed form of Bond Purchase Agreement (the "Bond Purchase Agreement") among the Issuer,. the. Company and Dain Bosworth Incorporated. (the "Original Purchaser") NOW,. THEREFORE:, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LAKEVILLE, MINNESOTA THAT, Section 1. All action not inconsistent with the. provisions of this Resolution heretofore taken by any of the. issuer's officials and the efforts of the Issuer :directed toward the • issuance and sale of the Bonds and loaning the proceeds thereof to the Company heretofore be, and the same hereby are, ratified, .approved and confirmed. Section 2. The Issuer shall provide the loan to the Company pursuant to the Loan Agreement by deposit of the proceeds of the Bonds with the Trustee,. which proceeds will be disbursed by the Trustee in accordance with the provisions and conditions of the Indenture and Loan Agreement. Section. 3. Subject to the receipt by the Sssuer at the time of delivery of the Bonds o€ the approving legal opinion of Leonard, Street and Deinard, as Bond Counsel, in a form acceptable to the Issuer, the issuance of he Bonds in substantially the form set forth in the Indenture- is hereby authorized, subject to the • following: 3i e (a} The Series A Bonds shall be in the aggregate principal amount of $3,470,000 and the-Series B Bonds shall be in the aggregate principal amount of $1,155,000 or such amount as approved by Bond counsel to further the tax exempt status of such Bonds. The Bonds shall mature, subject to prior- redemption,. as provided in the Indenture. (b) The Series A Bonds shall be in registered form and bear interest from the. date of ..delivery to the Original Purchaser at the rate of 9.875$ per annum .payable semiannually. The Series B Bonds shall be in registered .form and bear interest from the date of delivery to the • Original Purchaser at the. rate of 10.00 per annum, compounded semiannually, and payable with respect to any principal of the Series B Bonds when such. principal is paid. (c) The Bonds .shall be originally dated as of the date of delivery to the Original Purchaser. (dj The Bonds shall be subject to .redemption as'provded in the Indenture and the forms of the Bonds. (e) The Bonds shall. be sold. to the Original Purchaser in a private. sale for the purchase price .set forth in the Bond. Purchase Agreement. Section 4. The forms, and provisions of the Loan. Agreement,:. the Note,. the Indenture; the. Regulatory Agreement,. the..Martgage, • the Construction Letter of Credit and the Bond Purchase Agreement 4 be, and they hereby are approved and the Issuer shall enter into the Loan Agreement, the Indenture the Regulatory Agreement and the Bond Purchase Agreement substantially in the form of each of such document ,presented to this meeting, but with such changes therein as the officer or officers of the Issuer executing such documents shall approve, such execution being deemed conclusive. of such approval of any. such changes, and the Mayor -and the City Administrator are hereby authorized and directed to execute and .deliver such. documents and the City C1Frk is-(to the extent required by the form of such documents). .hereby authorized and directed at the request of Bond Counsel to affix the seal of the City of Lakeville, Minnesota to attest to such documents. Section 5. The forms, terms and provisions. of the Bonds, in • substantially the forms contained in the Indenture., be and they hereby are approved; and the Mayor and City Administrator of the Issuer are hereby authorized and directed to execute the Bonds., the City Clerk of the Issuer is hereby authorized and directed to attest the Bonds. and each is authorized to deliver the Bonds in the forms contained in the Indenture, but with such changes therein as the officer of the Issuer executing the Bonds shall approve, the execution thereof being deemed conclusive of his or her .approval of any such changes. The seal of the Issuer is hereby authorized and directed to be affixed to or imprinted on the Bonds. The signatures of the Mayor,:. City .Administrator and .City Clerk and the seal to-be affixed on the Bonds may. be facsimiles. 5 Section 6. The Official Statement in substantially the form presented for this meeting, with such changes and completions.. thereof deemed necessary by the Original Purchaser and its counsel which do not create, state or suggest any liability or obligation of the Issuer not contained in the Bonds, the Indenture, the Loan Agreement or the Regulatory Agreement. is hereby authorized; provided however that it should be understood that the Issuer hereby disclaims any liability or responsibility for the accuracy or completeness of the Official Statement. Section 7. First Trust National Association in the city of Minneapolis or St. Paul,: Minnesota is hereby appointed as the initial trustee, registrar, authenticating agent and paying agent for the Bonds. • Section 8. The officers of the Issuer shall take all action.. which they deem necessary or reasonably required in conformity with the Act for carrying out:, giving effect o and consummating thee. transactions contemplated by this Resolution, the Loan Agreement, the Note, the Indenture, the Regulatory Agreement, the Construction, Letter. of Credit, the Mortgage, the Official Statement and the Bond Purchase Agreement including without limitation the execution and delivery of any closing .documents to be delivered-in connection with the sale and delivery of the Bonds. Section 9. The Bonds, together with interest payable thereon, are special, limited obligations of the Issuer payable solely as provided in the Indenture. The Bonds and the. interest payable thereon shall never constitute the debt. or indebtedness of the 6 Issuer or the State or any political subdivision thereof within the meaning of any provision or limitation of the Constitution or statutes of the State, nor shall anything contained in this Resolution or in the Bonds, the Loan Agreement.,.. the Regulatory Agreement,. the Bond Purchase Agreement or the Indenture or any other instrument constitute or give rise to a pecuniary liability of, or a charge against the general credit or taxing power of, the Issuer, nor shall the breach of any agreement contained i.n this Resolution, or any of the above-mentioned documents or instrvutents, impose any pecuniary liability upon the Issuer or a charge upon the general credit or taxing power of the Issuer. Section 10. After the Bonds -are issued, this Resolution shall be and remain irrepealable until the. Bonds and interest .thereon shall have been fully paid, cancelled and discharged. Section 11. If any section, paragraph, clause or provision of this Resolution shall .for any. reason be held to be invalid or unenforceable, the invalidity or unenforceablity of such section, paragraph, clause or provision .shall not effect any of the remaining provisions of this Resolution. T ti ~ A Counclmember Enright moved for the .adoption of .the foregoing Resolution. Counclmember Nelson seconded the adoption of the foregoing Resolution° The roll having been called, the vote was as follows° Aye: Nay: The Resolution was adopted by unanimous vote of the members of the City Council of the City of Lakeville, State of Minnesota. ADOPTED: .September 18, 1989 D ane Zaun, or CERTIFICATION STATE OF MINNESOTA ) SS. .COUNTY OF DAKOTA ) Charlene Fried es I, g , City Clerk of the City of Lakeville, .Minnesota (the "City") certify that the attached is a true copy of Resolution No. 89-136 adopted at a regular meeting of .the City Council of the City on September 18,:..1989. City Clerk 8