Res 1991 - 16 Authorizing the Issuance, Sale & Delivery of the Issuer's Multifamily Housing Revenue Refunding Bonds Lexington heights Apartments, RESOLUTION
of the
CITY OF MENDOTA HEIGHTS
RESOLUTION NO. 91-16
A HESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MINNESOTA (THE "ISSUER")
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF
THE ISSUER'S MULTIFAMILY HOUSING REVENUE
REFUNDING BONDS LEXINGTON HEIGHTS APABTMENTS
PROJECT) SEftIES 1991B (THE "BONDS"), WHICH BONDS
AND THE INTEREST AND ANY PREMIUM THEREON SHALL
BE PAYABLE SOLELY FROM REVENUES PLEDGED
THERETO; APPROVING THE FORM OF AND AUTHOftIZING
THE EXECUTION AND DELIVERY OF A TRUST INDENTURE,
A LOAN AGREEMENT, A REMARKETING AGREEMENT, A
REGULATORY AGREEMENT AND A BOND PURCHASE
AGREEMENT; APPROVING THE USE OF A PRELIMINARY
OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT;
APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE BONDS; AND
PftOVIDING FOft THE SECURITY, RIGHTS AND REMEDIES
OF THE OWNER.S OF SAID BONDS
WHEREAS, the City of Mendota Heights, Minnesota (the "Issuer") is a municipal
corporation and political subdivision of the State of Minnesota; and
s WHEREAS, pursuant to the Constitution and laws of the State of Minnesota,
� particularly Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is
. authorized to carry` out the public purposes deseribed therein and contemplated
thereby by issuing its revenue bonds to finanee the cost of the acquisition,
construetion, improving and equipping _ of multifamily housing developments to be
loeated within its corporate boundaries; and �
. WHEREAS, the Issuer has previously issued its $11,000,000 Housing Mortgage
., Revenue Bonds (Lexington Heights Apartments Projeet), dated December 1, 1983 (the
_ .. '!Prior Bonds'!); and � �
WHEREAS, the Issuer loaned the proeeeds of the Prior Bonds to Lexington
Heights Assoeiates Limited Partnership, a Minnesota limited partnership (the
"Company") for the purpose of acquiring, constructing and equipping a 225-unit
multifamily housing development within the corporate boundaries of the Issuer (the
"Project"); and
WHEREAS, the � Company has requested the Issuer to issue its Multifamily
Housing Revenue Refunding Bonds (Lexington Hei�hts Apartments Project) Series
1991B in an aggregate principal amount not to exceed $1,870,000 (the "Bonds")
to provide for the funding of a loan (the "Loan") to the Company for the purpose of
refunding of the Prior Bonds on or about June 1, 1991; and
WHEREAS, the Loan will be made pursuant to the terms of a Loan �Agreement
dated as of April 1, 1991 (the "Loan Agreement") between the Issuer and the Company;
and
WHEftEAS, the Issuer proposes to finance the refunding and redemption of the
Prior Bonds under the Act by the issuance of the Bonds of the Issuer under this
resolution; and �
WHEftEAS, the Bonds will be issued under a Trust Indenture dated as of April 1,
1991 (the "Indenture") between the Issuer and the trustee named therein (the
"Trustee"), and are to be secured by a letter of credit issued by First Bank National
Association (the "Bank"), or any substitute letter of credit delivered in accordance
with the terms of the Indenture (collectively, the "Letter of Credit"), and a pledge
and assignment of certain other revenues, all in accordance with the terms of the
Indenture, and said Bonds and the interest on said Bonds shall be payable solely from
the revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer
within the meaning of any constitutional or statutory limitation or constitute or give
rise to a pecuniary liability of the Issuer or a charge against its general credit or
taxing powers and shall not constitute a charge, lien, or encumbrance, legal or
equitable, upon any property of the Issuer other than the Issuer's interest in the Loan
Agreement; and
WHEREAS, the Issuer, on the date hereof, has previously held a publie hearing
regarding the issuance of the Bonds for which hearing notice was published in a
newspaper of general circulation in the City onFebruarq 16 , 1990.
NOW, THEREFORE, BE IT ftESOLVED BY THE CITY COUNCIL OF THE CITY
OF MENDOTA HEIGHTS, MINNESOTA, AS FOLLOWS:
1. The Issuer acknowledges, finds, determines, and deelares that the refunding
of the Prior Bonds, the proceeds of which were used to construct the Project, furthers
the purposes of the Act.
2. For the purposes set forth above, there is hereby authorized the issuance,
sale and delivery of the Bonds in a prineipal amount not to exceed $ 1� 870, 000
The Bonds shall be numbered, shall be dated, shall bear interest, shall mature, shall be
subject to redemption prior to maturity, shall be in sueh form,' and shall have sueh
other details and provisions as are prescribed in the Indenture in the form approved by
the Issuer in this resolution.
3. The Bonds shall be special obligations of the Issuer payable solely from the
revenues provided pursuant to the Loan Agreement, the Letter of Credit, and other
funds pledged pursuant to the Indenture. The City Couneil of the Issuer hereby
authorizes and direets the Mayor and the City Administrator of the Issuer (together,
the "Officials") to execute and deliver the Indenture and to deliver to said Trustee the
Indenture, and hereby authorizes and directs the execution of the Bonds in accordance
with the Indenture, and hereby provides that the terms and conditions, covenants,
rights, obligations, duties and agreements of the bondowners, the Issuer and the
Trustee shall be as set forth in the Indenture.
All of the provisions of the Indenture, when executed as authorized herein, shall
be in full foree and effeet from the date of execution and delivery thereof. The
Indenture shall be substantially in the form on file with the Issuer, with such necessary
and appropriate variations, omissions and insertions as' do not materially change the
substance thereof, or as the City Administrator, in his discretion, shall determine, and
the execution thereof by the City Administrator shall be conclusive evidence of sueh
determination. � - _ - �
� . + . _ . t
4. The Officials are hereby authorized and directed to execute and deliver the
Loan Agreement, the Regulatory Agreement dated as of April 1, 1991, among the
Issuer, Company and Trustee (the "Regulatory Agreement"), the Bond Purchase
Agreement by and among Piper, Jaffray & Hopwood Incorporated (the "Underwriter"),
the Company and the Issuer (the "Bond Purchase Agreement") and the Remarketing
Agreement by and among the Issuer, the Underwriter, the Company and the Trustee
(the "Remarketing Agreement"). All of the provisions of the Loan Agreement, the
Regulatory Agreement, the Bond Purchase Agreement and the Remarketing
Agreement, when executed and delivered as authorized herein, shall be in full force
and effect from the date of execution and delivery thereof. The Loan Agreement, the
Regulatory Agreement, the Bond Purchase Agreement and the Remarketing
Agreement shall be "substantially in the forms on file with the Issuer, with such
omissions and insertions as do not materially change the substance thereof, or as the
City Administrator, in his discretion, shall determine, and the execution thereof by the
City Administrator shall be conclusive evidence of such determination.
5. The proceeds of the Bonds shall be disbursed pursuant to the Indenture and
the Loan Agreement. � �
6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for
the Bonds. . �
' 7. The Officials are hereby authorized to execute and deliver, on behalf of
the Issuer, such other documents as are necessary or appropriate in connection with
the issuance, sale, and delivery of the Bonds, ineluding an arbitrage certif icate, and all
other documents and certificates as shall be necessary and appropriate in connection
with the issuance, sale and delivery of the Bonds.
8. The Issuer has not participated in the preparation of the Preliminary ,
Offieial Statement relating to the Bonds (the "Preliminary Official Statement") and
has made no independent investigation with respect to the information contained
therein, including any appendices thereto, and the issuer assumes no responsibility for
the sufficiency, accuracy or completeness of such information. Subject to the
foregoing, the Issuer hereby consents to the distribution of the Preliminary Official
Statement and, following eompletion thereof, an Official Statement by � the
Underwriter in connection with the sale of the Bonds.
9. All covenants, stipulations, obligations and agreements of the Issuer
contained in this resolution and the aforementioned documents shall be deemed to be
the covenants, stipulations, obligations and agreements of the Issuer to the full extent
authorized or permitted by law, and all such covenants, stipulations, obligations and
agreements shall be binding upon the Issuer. Except as otherwise provided in this
resolution, all rights, powers and privileges conferred and duties and liabilities imposed
upon the Issuer by the provisions of this resolution or the aforementioned documents
shall be exercised or performed by such officers, board, body or agency thereof as may
be required or authorized by law to exercise such powers and to perform such duties.
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No covenant, stipulation, 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 of the Issuer, or any
officer, agent or employee of the Issuer in that person's individual capacity, and
neither the City Council of the Issuer nor any offieer or employee executing the Bonds
shall be liable personally on the Bonds or be subject to any personal liability or
accountability by reason of the issuance thereof.
No provision, covenant or agreement contained in the aforementioned
documents, the Bonds or in any other document related to the Bonds, and no obligation
therein or herein imposed upon the Issuer or the breach thereof, shall constitute or
give rise to any pecuniary liability of the Issuer or any eharge upon its general credit
or taxing powers. In making the agreements, provisions, covenants and representations
set forth in such documents, the Issuer has not obligated itself to pay or remit any
funds or revenues, other than funds and revenues derived from the Loan Agreement
whieh are to be applied to the payment of the Bonds, as provided therein and in the
Indenture. -
10. 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 Issuer or
any owner of the Bonds issued under the provisions of this resolution, any right,
remedy or claim, legal or equitable, under and by reason of this resolution or any
provision hereof, this resolution, the aforementioned documents and all of ' their
provisions being intended to be and being for the sole and exclusive benefit of the
Issuer and any owners from time to time of the Bonds issued under the provisions of
this resolution. �
11. In ease any one or more of the provisions of this resolution, or of the
aforementioned documents, or of the Bonds issued hereunder shall for any reason be
held to be illegal or invalid, sueh 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 provision had not been contained therein.
12. The Bonds, when executed and delivered, shall contain a recital that they
are issued pursuant to the Act, and sueh recital shall be conclusive evidence of the
validity of the Bonds and the regularity of the issuance thereof, and that all aets,
conditions and things 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 doeuments to happen, exist and be performed precedent to and in the
enactment of this resolution, and precedent to issuance of the Bonds and precedent to
the execution of the aforementioned documents have happened, exist and have been
performed as so required by law.
13. The officers of the Issuer, attorneys and other agents or employees of the
Issuer are hereby authorized to do all acts and things required of them by or in
connection with this resolution, the aforementioned documents, and the Bonds for the
full, punetual and complete performance of all the terms, covenants and agreements
contained in the Bonds, the aforementioned documents and this resolution. In the
event that for any reason the Mayor of the Issuer is unable to carry out the execution
of any of the documents or other acts provided herein, any other member of the City
�
Couneil of the Issuer shall be authorized to act in his capacity and undertake such
execution or acts on behalf of the Issuer with full force and effect, which executions
or acts shall be valid and binding on the Issuer. If for any reason the City
Administrator of the Issuer is unable to execute and deliver the documents referred to
in this Resolution, such documents may be executed by a member of the City Couneil
or the City Clerk with the same force and effect as if such documents were executed
and delivered by the City Administrator of the Issuer.
Adopted: April 16 , 1991
C
Attest:
� ` 4 w
ity Clerk
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