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HomeMy WebLinkAbout87-089 4 L MARRED DRAFT . ~ ' KR&C 07/02/87 THE CITY OF LAKEVILLE, MINNESOTA MULTI-FAMILY MORTGAGE REVENUE REFUNDING BOND RESOLUTION 87-89 A RESOLUTION AUTHORIZING THE ISSUANCE OF MULTI- FAMILY MORTGAGE REVENUE REFUNDING BONDS OF THE CITY OF LAKEVILLE, MINNESOTA IN A PRINCIPAL AMOUNT NOT TO EXCEED TEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($10,700,000) FOR THE PURPOSE OF REFUNDING A PORTION OF ITS MULTIFAMILY RENTAL HOUSING REVENUE BONDS (SOUTHFORK VILLAGE APARTMENTS PROJECT) SERIES 1985 WHICH WERE ISSUED FOR THE PURPOSE OF FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING A MULTIFAMILY HOUSING DEVELOPMENT LOCATED WITHIN THE CORPORATE BOUNDARIES OF THE CITY OF LAKEVILLE, AND. TO PAY CERTAIN EXPENSES, WHICH BONDS AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE INDENTURE REFERRED TO BELOW; APPROVING AND AUTHORIZING EXECUTION OF AN INDENTURE WITH RESPECT TO SAID BONDS; APPROVING AND AUTHORIZING EXECUTION OF A LOAN AGREEMENT WITH THE DEVELOPER WITH RESPECT TO THE PROJECT AND CONTAIN- ING CERTAIN OPTIONS AND COVENANTS TO PREPAY THE. BONDS; APPROVING AND AUTHORIZING EXECUTION OF A REGULATORY AGREEMENT WITH RESPECT TO THE BONDS; • APPROVING AND AUTHORIZING EXECUTION OF A FIRST SUP- PLEMENTAL INDENTURE OF TRUST WITH RESPECT TO THE 1985 BONDS; MAKING FINDINGS AND DETERMINATIONS WITH REFERENCE TO SAID PROJECT AND BONDS; AUTHORIZING THE. SALE OF SAID BONDS; DETERMINING THAT SAID BONDS SHALL NOT BE A LIABILITY OF THE ISSUER; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS RESOLUTION SHALL NOT AFFECT THE REMAINDER; INCORPORATING WITH THIS RESOLUTION THE PROVISIONS OF THE CONSTITUTION OF THE STATE OF MINNESOTA, THE MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED, AND OTHER PROVISIONS OF LAW; AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS; AND REPEALING ALL RESOLUTIONS AND PARTS OF RESOLUTIONS IN CONFLiCT HEREWITH AND PROVIDING FOR DATE OF EFFECT OF THIS RESOLUTION. WHEREAS, The City of Lakeville, Minnesota (the "Issuer") proposes to issue its Multi-Family Mortgage Revenue Refunding Bonds (Southfork Village Project) Series 1987, in a principal amount not to exceed $10,700,000 (the "Bonds"), for the pur- pose of refunding a portion of its Multifamily Rental Housing Revenue Bonds (Southfork Village Apartments Project) Series 1985 (the "1985 Bonds") which were issued to finance the. costs of the acquisition, construction and equipping of the • 3024s • multifamily housing development located within the jurisdic- tion of the City of Lakeville, Minnesota (the "Project"), all in accordance with the provisions of the Constitution of the State of Minnesota, the Minnesota Statutes, Chapter 4b2C, as amended (the "Act"); and WHEREAS, the Act requires adoption of a program after a public hearing has been held following publication of notice in a newspaper of general circulation at least iS days in advance. of the public hearing; and WHEREAS, on November 18, 1985, in accordance with the requirements of the Act and TEFRA, the Issuer held a public' hearing on the proposed adoption of a program which provided for issuance. of the 1985 Bonds (the "Program") following the publication of notice duly published in a newspaper. of gen- eral circulation in the jurisdictional boundaries of the Issuer, and at said meeting, all members of the public desir- ing to express their views on said issuance were given such an opportunity; and WHEREAS, the Issuer, in connection with the issuance of the 1985 Bonds, adopted a Housing Plan pursuant to and in conformity with the Act following a public. hearing thereon after one publication of notice in a newspaper circulating • generally in the Issuer; and WHEREAS, in connection with the issuance of tree 1985 Bonds, the Issuer adopted the Program by the passage of Resolution No. 85-113; and WHEREAS, the Program was submitted to the Metropolitan Council, and the Metropolitan Council. was afforded an oppor- tunity to present comments .at the public hearing, all as required by the Act; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency (the "Agency"), and the Agency .did not reject the Program within 30 days from the submission of the Program; and WHEREAS, the Issuer finds and determines that in furtherance of the purposes and pursuant to the provisions of the Act, it is necessary and advisable and in the best inter- est of the Issuer to issue the Bonds upon completion of construction of the Project. and satisfaction of certain other conditions, in order to refund the 1985 Bonds and to apply the proceeds thereof in accordance with the. terms of the Indenture to provide permanent financing for the Project; and -2- 3024s • WHEREAS., there have been presented to this meeting the following documents., which the Issuer proposes to approve and/or enter into: 1. The form of the Loan Agreement dated as of July 1, 198T (the "Loan Agreement") between the Issuer and Southfork Village .Limited Partnership, a Minnesota limited partnership (the "Developer'°); 2. The form of the Indenture dated as of July 1, 19.87 (the "Indenture"} between the Issuer.. and SOVRAN BANK, N.A., as Trustee, setting forth the terms of the Bonds (including, without limitation, the maturity date, the rates of interest and redemption provisions as set forth therein) and the conditions and security for the Bonds; 3. The form of the Bonds; 4. The form of the Regulatory Agreement dated as of July 1, 1987 among the Issuer, SCA Associates 86 Limited Partnership (the `'Fiscal Agent'') and the Developer; 5. The form of Permanent Financing Agreement dated as of July 198.7 among SCA Tax Exempt Fund Limited Partnership, Washington Mortgage Compan~~ and the Developer (the "Permanent Financing Agreement"); and 6. The First Supplemental Indenture of Trust dated as of July 1, 1987 between the Issuer and Norwest Bank Minneapolis, N.A. WHEREAS, it appears that each of the instruments above referred to, which are now before the Issuer, is in appropri- ate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LAKEVILLE, MINNESOTA, AS FOLLOWS: Section 1. That it is hereby ascertained, determined and declared as follows: A. The Issuer is authorized and empowered by the Act to issue its revenue bonds for the purposes of refunding its revenue bonds which were issued to finance a housing program for the financing of a multifamily housing development. _3_ 3024s B. The Project constitutes and will constitute a "multifamily housing. development" within the meaning of the Act. C. That the preservation of the quality of life in the City of Lakeville, Minnesota is dependent .upon the maintenance, provision and preservation of an ade- quate housing stock which is affordable to persons and families of low or moderate income, that accomplishing this is a public purpose and that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of lI0% of the median family income as most recently estimated by the .United States Department of Housing and Urban Develop- ment for the Minneapolis-St. Paul Standard Metropolitan Statistical Area and that 20% of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of 80% of the median family income as most recently esti- mated by the United States Department of Housing and Urban Development for the Minneapolis-St. Paul Standard Metropolitan Statistical Area. D. That it is in the best interest of the Issuer that it issue the Bonds to refund a portion of the 1985 • Bonds and use a portion of the proceeds of the 1985 Bonds to make a mortgage loan (the "Mortgage Loan") to the. Developer pursuant to the Program in order to provide affordable housing to persons and families of low and moderate income, Section 2. That, in order to refund a portion of the 1985 Bonds and finance the Project, the Bonds shall be .issued ~ upon satisfaction of~the conditions set forth in the Permanent. Financing Agreement, the form of which is hereby. approved. by the Issuer, with. no further .action or approval of the Issuer being required prior to the issuance thereof, in a principal amount not to exceed $10,7.00,000 and shall mature, shall be subject to redemption and shall be in substantially the .form now before this meeting, subject to appropriate insertion and .revision in order to comply with provisions of the Indenture, and the form and content of the Bonds now before-this meeting be, and the same hereby are, in all. respects authorized, approved and confirmed, and the Mayor and the Clerk/Administrator be, and theg hereby are, author- ized, empowered and directed to execute, and attest to the execution of, whether by manual or facsimile signatures, and seal with the official seal of the Issuer, the Bonds, and the provisions of the Indenture with respect to the Bonds be, and -4- 3024s • the same hereby are, authorized, approved and confirmed. and are incorporated herein by reference. The Bonds shall bear interest at a rate not to exceed 16.00$ per annum as set forth in Section 2.03 of the Indenture. Section 3. That, as a condition precedent to the issuance of the Bonds, the Developer shall pay. to the Issuer (i) on the date of execution and delivery of the documents presented to the Lssuer for approval by this Resolution, a one-time fee of $15,000 representing the costs. incurred by the issuer and its agents, representatives and attorneys in transactions relating to the Bonds and (ii) commending on January 1, 1989 and on each interest payment date thereafter so long as any Bonds are outstanding, a fee equal to 1/8 of 1~ per annum multiplied by the principal amount of bonds outstanding on that interest payment date (including that . portion of the 1985 Bonds which remain outstanding on an interest payment. date). SectionA4. That the form and content of the Loan Agree- ment be, and the same hereby are, in all respects authorized, approved and confirmed and the Mayor and the Clerk/ Administrator be, and they hereby are, authorized, empowered and directed to execute, attest to .the .execution of, seal with the official seal of the Issuer and deliver the Loan S Agreement into escrow for and on behalf of the Issuer for release simultaneously with the issuance of the Bonds, including necessary counterparts of the Loan Agreement in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appro- priate, their execution thereof to constitute conclusive evidence of their approval. of any and all changes, modifica- tions, additions or deletions therein from the form and content of the Loan Agreement now before this meeting, and that, from and after the execution, attestation, sealing and delivery of the Loan Agreement, the Mayor and the Clerk/ Administrator are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the. provisions of the Loan Agreement as executed. Section/~5. That the form and content of the Indenture and the assignment of the Issuer's interest in the moneys, rights and properties listed in Section 1.01 of the Indenture be, and the same hereby are, in all respects authorized, approved and confirmed, and the Mayor and the Clerk/ Administrator be, and they hereby are, authorized, empowered and directed to execute, attest to the execution of and seal. i -5- 3024s • with the official seal of the Issuer and deliver the Inden- ture into escrow for release simultaneously with the issuance of the Bonds, including necessary counterparts in substan- tially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Indenture now before this meeting, and that, from and after the execution, attestation, sealing and delivery of the Indenture, the Mayor and the. Clerk/Administrator are :hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed. Section~6. That the form and content of the. Regulatory Agreement be, and the same hereby are, in .all respects authorized, approved and confirmed, and the Mayor and the Clerk/Administrator be, and they hereby are, authorized, empowered and directed to execute, attest to the execution of and seal with the official seal of the Issuer and deliver the Regulatory Agreement for recording in connection with the first disbursement of_the construction loan for the Project, including necessary counterparts in substantially the form and content. now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, their execu- tion thereof to constitute conclusive evidence of their. approval of ar_y and all changes, modifications, additions or deletions therein from the form and content of the Regulatory Agreement now before this meeting, and that, from and after the execution, attestation, sealing and delivery of the Regulatory Agreement, the Mayor and the Clerk/Administrator are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and .comply with the provisions of the Regulatory Agreement as executed. Section~7. That the First Supplemental Trust. Indenture with respect to the 1985 Bonds is hereby approved in substan- tially the form presented to this meeting and the Mayor is hereby .authorized and directed to execute and deliver the First Supplemental Trust Indenture in the name and on behalf of the Issuer, and the Clerk/Admiris~rator is hereby author- ized and directed to execute or attest such document as and if required, with such changes, insertions and completions • -6- 3024s . therein as shall be approved by such person or persons exe- ' cuting such document, such execution to constitute conc usive evidence of such approval. Section~8. The appointment of Sovran Bank/Maryland, as ' Trustee for the Bonds is hereby authorized, approved and confirmed. Section/~9. That the Mayor and the Clerk/Administrator of the Issuer be, and they hereby are, authorized to execute and deliver for and on behalf of the Issuer into escrow for release simultaneously with the issuance of the Bonds, any and all additional agreements, certificates, documents, opinions or other papers .and perform all other acts (includ- ing, without limitation, the filing of any financing state- ' ments or any other documents to create and maintain a security interest in the properties and revenues pledged under the Indenture) as they may deem necessary or appro- priate in order t© implement and carry out the intent and purposes of this Resolution. Section,L14. That in the event of the inability or unavailability of any official of the Issuer to perform any duty assigned to such official by the terms of this Resole- tion, any officer or employee of the Issuer authorized to act S for such official is hereby authorized and directed to do so. Section/~11. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES OR FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. THE BONDS WILL NOT BE PAYABLE FROM ANY OF THE ISSUER'S OTHER REVENUES OR ASSETS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR THE STATE OF MINNESOTA HAS BEEN PLEDGED TO THE PAYMENT OF THE BONDS. NEITHER THE STATE OF MINNESOTA NOR ANY POLITICAL SUBDIVISION THEREOF SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF .ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER OF THE ISSUER AND NEITHER THE BONDS NOR ANY OF THE ISSUER'S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED AS AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER. Section~{12. That .this Resolution does hereby incorporate by reference as though fully set out herein the provisions of the Act. -7- 3024s Sectiongl3. No covenant, obligation. or agreement herein contained or contained in the Indenture, the Regulatory Agreement or the Loan Agreement or such other agreements, certificates, documents or other papers executed in connec- tion with the issuance of the Bonds shall be deemed to be a covenant, obligation or agreement of any officer, member, agent or employee of the Issuer in his individual capacity, and no such officer, member, agent or employee of the Issuer shall be personally liable on the Bonds or be subject to personal liability or accountability by reason of the issu- ance thereof . Section. All resolutions or parts thereof in con- flict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. Section~l5. That the provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such. declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Adopted by the City Council of The City of`Lakeville, Minnesota. on this 6th day of July., 1987. • Attes . By By • ®8_ 3024s