Res 1991 - 15A Authorizing the Issuance, Sale & Delivery of the Issuer's Multifamily Housing Revenue Refunding Bonds Lexington Heights ApartmentsRESOLUTION
of the
CITY OF MENDOTA HEIGHTS
RESOLUTION NO. 91-15 �.
A R.ESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MINNESOTA (THE "ISSUER")
AUTHOR.IZING THE ISSUANCE, SALE AND DELIVERY OF
THE ISSUER'S MULTIFAMILY HOUSING ftEVENUE
REFUNDING BONDS LEXINGTON HEIGHTS APARTMENTS
PROJECT) SERIES 1991A (THE "BONDS"), WHICH BONDS
AND THE INTEREST AND ANY PREMIUM THEftEON SHALL
BE PAYABLE * SOLELY � FROM REVENUES PLEDGED
THEftETO; APPftOVING THE FORM OF AND AUTHORIZING
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
PROVIDING FOR THE SECURITY, RIGHTS AND R,EMEDIES
OF THE OWNERS OF SAID BONDS
WHER.EAS, the City of Mendota Heights, Minnesota (the "Issuer") is a municipal
corporation and politieal subdivision of the State of Minnesota; and
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 publie purposes described therein and contemplated
thereby by issuing its revenue bonds to finance the cost of the aequisition,
construetion, improving and equipping of multifamily housing developments to be
located within its corporate boundaries; and
WHEREAS, the Issuer has previously issued its $11,000,000 Housing Mortgage
Revenue Bonds (Lexington Heights Apartments Project), dated December 1, 1983 (the
"Prior Bonds"); and
WHEREAS, the Issuer loaned the proceeds of the Prior Bonds to Lexington
Heights Associates Limited Partnership, a Minnesota limited partnership (the
"Company") for the purpose of aequiring, construeting and equipping a 225-unit
multifamily housing development within the corporate boundaries of the Issuer (the
"Project"); and
WHER.EAS, the Company has requested the Issuer to issue its Multifamily
Housing Revenue Refunding Bonds (Lexington Heights Apartments Project) Series
1991A in an aggregate principal amount not to exeeed $ 9,130, 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,
dated as of April
and
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the Loan will be made pursuant to the terms of a Loan Agreement
1, 1991 (the "Loan Agreement") between the Issuer and the Company;
WHEREAS, the Issuer proposes to finanee 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 The Sumitomo Bank,
Limited, aeting through its Chicago Branch (the "Bank"), or any substitute letter of
eredit delivered in accordanee 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 cireulation in the City on February 16� 1990.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MENDOTA HEIGHTS, MINNESOTA, AS FOLLOWS:
1. The Issuer acknowledges, finds, determines, and declares that the refunding
of the Prior Bonds, the proceeds of which were used to construct the Projeet, 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 principal amount not to exceed $ 9,130, 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 such form, and shall have such
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 Council of the Issuer hereby
authorizes and directs 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 eonditions, covenants,
rights, obligations, duties and agreements of the bondowners, the Issuer and the
Trustee sha11 be as set forth in the Indenture.
All of the provisions of the Indenture, when executed as suthorized herein, shall
be in full force and effect from the date of execution and delivery thereof. The
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Indenture shall be substantially in the form on fi2e with the Tssuer, with sueh neeesser�
and appropriate variations, amissions and insertions as do not materially change the
substance thereaf, or as the City Administrator, in his diseretion, shal]. determine, and
the execution thereof by the City Administrator shall be conclusive evidence ai sueh
determinatian,
4. The Officials are hereby authorized and directed to execute and deliver the
Loan Agreement, the Regulatory Agreement daied as of April 1, 1991, among the
Issuer, Company and Trustee (the "Regulatory Agreement"), the Bond Purchase
Agreement by and among Piper, Jaffray ac �iopwood Ineorparated {the '�T7nderwriter't},
the Company and the Issuer (the "Bond Purchase Agreement") and the Remarketing
Agreement by and among the Issuer, the Underwriter, ihe Company and the Trustee
(the "Remarketing Agreement"). All of the provisians of the Loan Agreement, the
Regulatary Agreement, the Band Purehase Agreement and the Remarketing
Agreement, when executed and delivered as authorized herein, shall be ir� full force
and effect from the date of exeeution and delivery thereof. The Loan Agreement, the
ftegulatory Agreement, the Band Purchase Agreement and the Remarketing
Agreement shall be substantially in the forms on file with the Issuer, with such
omissions and insertions as da not materially ehange the substance thereof, or as the
City Administrator, in his discretion, shall determine, and the execution thereof by the
City Administratar shall ba canelusive evidence of sueh determination.
' 5, The proeeeds of the Bonds shall be disbursed pursuant to the Indenture and
the Loan Agreement.
6. The Trustee is hereby eppointed as Paying Agent and Band Registrar far
the Bonds.
?. The Officials are hereby authorized to execute and deliver, on behalf af
the Issuer, sueh ather documents as are necessary ar appropriate in connection with
the issuance, sale, an8 delivery af the Bonds, including an arbitrage certificate, and all
other documents and certificates as shall be necessary and apQroQriate in connection
with the issuance, sale and delivery of the Bonds.
8. The Zssuer has nat partieipated in the prepara#ion af the Preliminary
Official Statement relating to the Bands (the "Prelirninary Official Statement") and
has ma.de no independent investigation with respect to the information C4Ilt&ii1@CI
therein, ineluding any appendices thereto, and the Issuer assumes no resporisibility for
the sufficieney, aceuraey ar eompleteness of sueh infarmatian, Subjeet to the
foregoing, the issuer hereby consents to the distribution of the Preliminary 4fficial
Statement and, following completion thereof, an Official Statement by the
Underwriter in eonnection with the sale of the Bands.
`�` ' 9. �=AII, cavena�its, stipuiations, obligations' and. agreements af ti�e Issuer
eontained in this �resolution and the aforementianed dacuments shall be deemed to be
the covenants, stipuletians, obligations and agreements of the issuer to the fuil extent
authorized or permitted by law, and all such cavenants, stipulations, obligatians and
�greements shall be binding upan :the Issuer. Exeept; a's 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 exereised or performed by sucli offieers, baard, body or agency ihereof as may
be required or authorized by law ta .exercise such powers and to perform sueh duties.
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No eovenant, stipulation, obli�ation 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 Couneil of the Issuer nor any officer or employee executing the Bonds
shall be liable personally on the Bonds or be subject to any personal liability or
aecountability 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 y
therein or herein imposed upon the Issuer or the breach thereof, shall constitute or ��LL
give rise to any pecuniary liability of the Issuer or any charge 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
which are to be applied to the payment of the Bonds, as provided therein and in the ,
Indenture. - � " � j � ` - .` .
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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 bein� 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 case 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, 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 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 such recital shall be eonclusive evidence of the
validity of the Bonds and the regularity of the issuance thereof, and that all acts,
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 documents to happen, exist and be performed precedent to and in the
enactment of this resolution, and precedent to issuanee 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
l� of any of the documents or other acts provided herein, any other member of the City
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Council 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 doeuments 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
Attest:
� A�� �-a-
rty Clerk