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Res 2013- 38 Issue Rev Bonds Lexington Heights Apt-city formatCITY OF MENDOTA HEIGHTS DAKOTA COUNTY, MINNESOTA RESOLUTION 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. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota Heights, as follows: 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. 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 "). Pursuant to the teims 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 Bormwer, 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. Forms of the following documents have been submitted to the City Council: Loan Agreement; Indenture; and Regulatory Agreement. The foregoing documents are hereafter referred to as the "Bond Documents." It is hereby found, determined and declared that: the issuance and sale of the Bonds, the execution and delivery by the City of the Bond Documents and the perforrnance 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; it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; 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 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; 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 Res 2013-38 page 2 of 4 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. 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. 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. 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. 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 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 terms hereof. 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 Res 2013 -38 page 3 of 4 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. Adopted by the City Council of the City of Mendota Heights this fourth day of June, 2013. Lorri Smith, City Clerk Res 2013 -38 CITY COUNCIL Sa dra Krebsbach, ayor page 4 of 4