Res 2013- 38 Issue Rev Bonds Lexington Heights AptEXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MINNESOTA
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Mendota Heights, Minnesota, was duly held in the City Hall in said City on
Tuesday, June 4, 2013, commencing at 7:00 P.M.
The following Council Members were present:
Council members Duggan, Norton, Petschel, Povolny, Mayor Krebsbach
and the following were absent: None
Member Duggan introduced the following resolution and moved its adoption:
RESOLUTION NO. 2013-38
APPROVING ISSUANCE AND SALE OF
MULTIFAMILY HOUSING REVENUE REFUNDING BONDS
(LEXINGTON HEIGHTS APARTMENTS PROJECT) SERIES 2013
PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C
WHEREAS, the City of Mendota Heights, Minnesota (the "City ") is authorized pursuant
to Minnesota Statutes, Chapter 462C, as amended (the "Act "), to finance or refinance the making
or purchasing of loans with respect to multifamily housing developments within the boundaries
of the City through the issuance of bonds;
WHEREAS, pursuant to the Act, the full faith and credit of the City will not be pledged
to the payment of the principal of, premium, if any, and interest on the Bonds;
WHEREAS, the City has received a proposal from Riley Family Lexington Heights,
LLLP, f /k/a/ Lexington Heights Associates Limited Partnership, a Minnesota limited liability
limited partnership (the "Borrower "), that the City issue its revenue bonds in the aggregate
principal amount of up to $10,570,000 to refund and redeem the outstanding principal balance of
its Multifamily Housing Revenue Refunding Bonds (Lexington Heights Apartments Project)
Series 1991A and its Multifamily Housing Revenue Refunding Bonds (Lexington Heights
Apartments Project), Series 1991 (the "Prior Bonds "), which were used to refund its Housing
Mortgage Revenue Bonds (Lexington Heights Apartments Project) Series 1983 (the "Original
Bonds "), which were used to finance the acquisition, construction, and equipping of a 225 -unit
multifamily housing development located at 230 South Lexington in the City (and together with
the refunding of the Prior Bonds, the "Project "); and
WHEREAS, in accordance with Section 147(f) of the Internal Revenue Code of 1986, as
amended, the City held a public hearing on this date on the issuance of revenue bonds of the
City to finance the Project.
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NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota
Heights, as follows:
1. The Borrower has proposed that the City issue its Multifamily Housing Revenue
Refunding Bonds (Lexington Heights Apartments Project), Series 2013, which may be in one or
more series and either as notes or bonds (the "Bonds") in an amount not to exceed $10,570,000
to finance the costs of the Project, and to sell the Bonds to Wells Fargo Bank, National
Association (the "Purchaser"), as provided herein.
2. The Bonds will be issued by the City pursuant to an Indenture of Trust dated as of
June 1, 2013 (the "Indenture"), executed by the City and Wells Fargo Bank, National
Association, Minneapolis, Minnesota, as trustee (the "Trustee").
3. Pursuant to the terms of a Loan Agreement dated as of June 1, 2013, between the
City and the Borrower (the "Loan Agreement"), the City will loan the proceeds of the Bonds to
the Borrower to refinance the Project. The Borrower has agreed, pursuant to a Regulatory
Agreement dated as of June 1, 2013, by and between the City, the Borrower, and the Trustee (the
"Regulatory Agreement") to operate the Project as a "residential rental project" under Section
103(b)(4)(A) of the Internal Revenue Code of 1954, as in effect immediately prior to enactment
of the Tax Reform Act of 1986, and read as if containing certain provisions referenced in Section
1313(a) of the Tax Reform Act of 1986 and the Treasury Regulations thereunder.
4. Forms of the following documents have been submitted to the City Council:
(a) Loan Agreement;
(b) Indenture; and
(c) Regulatory Agreement.
The foregoing documents are hereafter referred to as the "Bond Documents."
5. It is hereby found, determined and declared that:
(a) the issuance and sale of the Bonds, the execution and delivery by the City
of the Bond Documents and the performance of all covenants and agreements of the City
contained in the Bond Documents and of all other acts and things required under the constitution
and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and
binding obligations of the City in accordance with their terms, are authorized by the Act;
(b) it is desirable that the Bonds be issued by the City upon the terms set forth
in the Indenture;
(c) the basic payments under the Loan Agreement are fixed to produce
revenue sufficient to provide for the prompt payment of principal of, premium, if any, and
interest on the Bonds issued under the Indenture when due, and the Loan Agreement and
Indenture also provide that the Borrower is required to pay all expenses of the operation and
maintenance of the Project, including, but without limitation, adequate insurance thereon and
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insurance against all liability for injury to persons or property arising from the operation thereof,
and all taxes and special assessments levied upon or with respect to the Project premises and
payable during the term of the Loan Agreement and Indenture;
(d) under the provisions of Minnesota Statutes, Chapter 462C and as provided
in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any
funds other than the revenue pledged to the payment thereof; the City is not subject to any
liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the
City of its taxing powers to pay any of the Bonds or the interest or premiums thereon, or to
enforce payment thereof against any property of the City except the interests of the City in the
Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall
not constitute a charge, lien, or encumbrance, legal or equitable upon any property of the City
except the interests of the City in the Loan Agreement which have been assigned to the Trustee
under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on
the part of the state or its political subdivisions, and that the Bonds, including interest thereon,
are payable solely from the revenues pledged to the payment thereof; and, the Bonds shall not
constitute a debt of the City within the meaning of any constitutional or statutory limitation.
6. The forms of the Bond Documents and exhibits thereto are approved substantially
in the form submitted. The Bond Documents, in substantially the forms submitted, are directed
to be executed in the name and on behalf of the City by the Mayor and the City Administrator.
Any other documents and certificates necessary to the transaction described above shall be
executed by the appropriate City officers. Copies of all of the documents necessary to the
transaction herein described shall be delivered, filed, and recorded as provided herein and in the
Bond Documents.
7. The City shall proceed forthwith to issue the Bonds, in the form and upon the
terms set forth in the Indenture, with a maturity date yet to be determined but not to exceed a
maximum of 30 years after the date of issuance of the Bonds. The Bonds will be purchased on
substantially the terms set forth in the Indenture which has been submitted to the City in
connection with this Resolution. The Mayor and City Administrator are authorized and directed
to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the
Trustee for authentication and delivery to the Purchaser.
8. The Mayor, City Administrator, and other officers of the City are authorized and
directed to prepare and furnish to the Purchaser certified copies of all proceedings and records of
the City relating to the Bonds, and such other affidavits and certificates as may be required to
show the facts relating to the legality of the bonds as such facts appear from the books and
records in the officers' custody and control or as otherwise known to them; and all such certified
copies, certificates and affidavits, including any heretofore furnished, shall constitute
representations of the City as to the truth of all statements contained herein.
9. The approval hereby given to the various documents referred to above includes
approval of such additional details therein as may be necessary and appropriate and such
modifications thereof, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by the City Attorney and the City officials authorized herein to execute
said documents prior to their execution; and said City officials are hereby authorized to approve
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said changes on behalf of the City. The execution of any instrument by the appropriate official
or officials herein authorized shall be conclusive evidence of the approval of such documents in
accordance with the telins hereof.
10. The approval hereby given to the Bond Documents and the various other
documents referred to in paragraph 4 above includes approval of (a) such additional details
therein as may be necessary and appropriate and such modifications thereof, deletions therefrom
and additions thereto as may be necessary and appropriate and approved by Bond Counsel, the
City Attorney and the City officials authorized herein to execute said documents prior to their
execution and (b) such additional documents, agreements or certificates as may be necessary and
appropriate in connection with the Bond Documents and with the issuance and sale of the Bonds
and approved by Bond Counsel, the City Attorney and City officials authorized herein to execute
said documents prior to their execution; and said City Attorney and City officials are hereby
authorized to approve said changes or additional documents, agreements or certificates on behalf
of the City. The execution of any instrument by the appropriate officer or officers of the City
herein authorized shall be conclusive evidence of the approval of such documents in accordance
with the terms thereof and hereof. In the absence (or inability) of the Mayor or the City
Administrator, any of the documents authorized by this resolution to be executed by them may
be executed by the Acting Mayor or the City Administrator.
The motion for the adoption of the foregoing resolution was duly seconded by member
Norton , and after full discussion thereof and upon vote being taken thereon, the following
voted in favor thereof:
Council members Duggan, Norton, Petschel, Povolny, Mayor Krebsbach
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
COUNTY OF DAKOTA )
CITY OF MENDOTA HEIGHTS )
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Mendota Heights, Minnesota, DO HEREBY CERTIFY that I have compared the attached and
foregoing extract of minutes with the original thereof on file in my office, and that the same is a
full, true, and complete transcript of the minutes of a meeting of the City Council of said City
duly called and held on the date therein indicated, insofar as such minutes relate to giving
approval on a proposed housing revenue refunding bond issue.
WITNESS my hand this ��'� day of June, 2013.
Aezi---4 -,a
City Administrator
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