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HomeMy WebLinkAbout1996-280 . . . ""~""~."-~ .. . ~- : CITY OF STILL WATER, MINNESOTA Resolution No. 96-280 AUTHORIZING THE ISSUA1~CE OF THE $1,740,000 CITY OF STILLWATER, MINNESOTA, MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (COTTAGES APARTl\1ENTS PROJECl), SERIES 1996A; $385,000 CITY OF STILLWATER, MINNESOTA, TAXABLE MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (COTTAGES APARTMENTS PROJECT), SERIES 1996B; AND $2,550,000 CITY OF STILLWATER, MINNESOTA, MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (COTTAGES APARThffiNTS PROJECl), SERIES 1997 APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, AMENDED AND RESTATED LOAN AGREEMENT, Al\1ENDED AND RESTATED REGULATORY AGREEMENT, BOND - PURCHASE AGREEMENT AND OTHER DOCUMENTS WHEREAS, Minnesota Statutes, Chapter 462C, as amended (the "Act") authorizes the City of Stillwater (the "Issuer"), to issue its revenue bonds to finance or refinance multifamily housing developments to accomplish the purposes of the Act; and WHEREAS, there are currently outstanding the Washington County Housing and Redevelopment Authority Multifamily Rental Housing Revenue Bonds (Orleans Homes Number One Project), Series 1985 (the "Prior Series 1996A Bonds"), and the Washington County Housing and Redevelopment Authority Multifamily Rental Housing Revenue Bonds (Orleans Homes Number Two Project), Series 1987 (the "Prior Series 1997 Bonds") in aggregate principal amounts not less than $1,740,000 and $2,550,000, respectively; and WHEREAS, the Prior Series 1996A Bonds and the Prior Series 1997 Bonds (together, the "Prior Bonds") were issued to finance a 64-unit multifamily rental housing facility ("Cottages One"), and a 60-unit multifamily rental housing facility on property adjacent to Cottages One ("Cottages Two", and together with Cottages One, the "Project"), respectively; WHEREAS, the owners of the Project (the "Companies") have requested the Issuer to issue, pursuant to the Act and a Trust Indenture to be dated as of November 1, 1996 (the "Indenture") by and between the Issuer and First Trust National Association, as trustee (the "Trustee"), the $1,740,000 City of Stillwater, Minnesota, Multifamily Housing Revenue Refunding Bonds (Cottages Apartments Project), Series 1996A (the "Series 1996A Bonds"), $385,000 City of Stillwater, Minnesota, Taxable Multifamily Housing Revenue Refunding Bonds (Cottages Apartments Project), Series 1996B (the "Series 1996B Bonds") and $2,550,000 City of Stillwater, Minnesota, Multifamily Housing Revenue Refunding Bonds (Cottages Apartments Project), Series 1997 (the "Series 1997 Bonds, and together with the Series 1996A Bonds and I ~68983 ".~........_;; ~' . . . 'f (e) a Assignment of Leases, Rents and Revenues dated as of November 1, 1996, by and between the Issuer, the Companies and the Trustee (the "Assignment of Rents"); (f) an Assignment of Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents dated as of November 1, 1996, by and between (g) a Bond Purchase Agreement to be dated the date of execution and delivery thereof, by and between the Issuer, the companies and Miller & Schroeder Financial, Inc. The documents described in (a) through (g) are referred to herein as the "Issuer Documents" . Be It Further Resolved that the issuance of the Bonds as described in and contemplated by the Issuer Documents is hereby approved. Be It Further Resolved that the City Council of the Issuer hereby authorizes and directs the Mayor and the City Clerk (together, the "Issuer Officials It) to execute and deliver, the Issuer Documents and the Bonds which shall be in the form set forth in the Indenture. All of the provisions of the Issuer Documents, when executed as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Issuer Documents shall be substantially in the forms 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 Mayor in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Be It Further Resolved that the Issuer Officials are hereby authorized to execute and deliver, on 'behalf of the Issuer, such other documents as are necessary or convenient in 1468983 . . . .. r . Series 1996B Bonds, the "Bonds") and to apply the proceeds of the Series 1996A Bonds to refund the entire outstanding principal amount of the Prior Series 1996A Bonds, and thereby to refinance the Project; the proceeds of the Series 1997 Bonds to refund the entire outstanding principal amount of the Prior Series 1997 Bonds, and the proceeds of the Series 1996B Bonds to pay certain costs of issuing the Bonds; and WHEREAS, the Bonds are to be secured by a pledge and assignment of certain revenues in accordance with the terms of the Indenture, and the principal, premium, if any, and interest on the 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 trust estate pledged to the payment of the Bonds pursuant to the Indenture; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STILLWATER: That there are on file with the Issuer, drafts of the following documents: (a) the Indenture; (b) a Loan Agreement (the "Loan Agreement"), dated as of November 1, 1996, pursuant to.which the Companies agree to be obligated to make loan repayments in amounts sufficient to pay when due the principal, premium, if any, and interest on the Bonds when due; and (c) separate Regulatory Agreements dated as of November 1, 1996 by and between the Issuer, the Companies and the Trustee (the "Regulatory Agreements"); (d) a Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of November 1, 1996, by and between the Issuer, the Companies and the Trustee (the "Mortgage"); 1468983 ,t . . . ,;{ . covenants and representations set forth in such documents, the Issuer has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the trust estate pledged pursuant to the Indenture, which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. Be It Further Resolved that 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. Be It Further Resolved that in case anyone 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. Be It Further Resolved that the officers of the Issuer, attorneys, engineers 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, punctual and complete performance of all the terms, covenants and agreements contained in 1468983 ":_:'~_'!:~'.c': ... ,.""'""~,~,':,,,,<'._~"_~"'_"_. ... . . "1 , the Bonds, the aforementioned documents and this Resolution. In the event that for any reason . the either the Mayor, or the City Clerk of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other officer of the Issuer shall be authorized to act in their respective capacities 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. Be it Further Resolved that because it is anticipated that the Series 1996A Bonds and Series 1996B Bonds will be issued prior to December 1, 1996, and that the Series 1997 Bonds will be issued prior to June 1, 1997, the Issuer hereby agrees to take any further actions in connection with the issuance of the Series 1997 Bonds may be necessary or convenient for the issuance of such Bonds pursuant to the Indenture. . Adopted thi s 19th day of NweMtfe'r" 'lr~6. APprov~ Attest: f1~ {d&Jn .J City Cl erk Upon vote being taken thereon, the following voted in favor thereof: Councilmembers Bealka, Cummings, Thole, Zoller and Mayor Kimble and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. . 1468983 ',~ ,._~."..:.-:,..,:":.,,,..,.-:-,