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HomeMy WebLinkAboutResolution No. 2014-073 Multifamily Housing Revenue Bonds Yorktown Contental Series 2014 i CERTIFICATION OF MINUTES RELATING TO TO THE ISSUANCE OF HOUSING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, CHAPTERS 462A AND 462C ON BEHALF OF YORKTOWN CONTINENTAL,LP Issuer: City of Edina, Minnesota Governing Body: City Council Kind, date,time and place of meeting: A regular meeting held on July 1, 2014, at 7:00 o'clock P.M., at the City Hall. Councilmembers present: Members Bennett, Brindle, Sprague, Swenson and Mayor Hovland Councilmembers absent: None Documents Attached: Minutes of said meeting (pages): 1 through 5 RESOLUTION NO. 2014-73 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS • (YORKTOWN CONTINENTAL, LP PROJECT), SERIES 2014; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS 1, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certifying that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 16th day of September, 2014. *Deraangen, City Cler • • RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (YORKTOWN CONTINENTAL, LP PROJECT), SERIES 2014; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the "City"), as follows: Section 1. Recitals. 1.01. The City has by resolutions adopted May 20, 2014 and June 17, 2014, given preliminary approval to the issuance of its Multifamily Housing Revenue Bonds (Yorktown Continental, LP Project), Series 2014 in a principal amount not to exceed $26,500,000 (the "Bonds") for the purpose of making a loan to Yorktown Continental, LP, a Minnesota limited partnership (the "Borrower"). 1.02. Draft forms of the following documents relating to the Bonds have been prepared and submitted to this Council and are hereby directed to be filed with the City Manager: (a) a Loan Agreement with respect to each series of the Bonds proposed to be entered into by the City and the Borrower; (b) an Indenture of Trust with respect to each series of the Bonds (together, • the"Indenture") proposed to be entered into with respect to the Bonds by the City and the trustee thereunder (the "Trustee"); (c) a Bond Purchase Agreement proposed to be entered into with respect to the Bonds by the City,the Borrower and Dougherty & Company LLC (the "Underwriter"); (d) a Regulatory Agreement between the City,the Borrower and the Trustee; (e) a Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement from the Borrower to the City; (f) an Assignment of Mortgage from the City to the Trustee (g) an Official Statement or other offering document (the "Official Statement") to be used in connection with the offer and sale of the Bonds by the Underwriter. Section 2. Findings. It is hereby found, determined and declared that: • -2- • (a) It is desirable that the Bonds be issued by the City upon the terms set forth in this resolution and the Indenture, under the provisions of which the City grants to the Trustee under the Indenture a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds. (b) The payments required to be made to the Trustee pursuant to the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due, and the Loan Agreement also provides that the Borrower is required to continue 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 site of the Project and payable during the term of the Loan Agreement. (c) The execution and delivery of the documents referred to in Section 1.02 (together with all such other documents as are necessary in connection with the Bonds, the "Bond Documents") and 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 special, limited obligations in accordance with their terms, are authorized by Minnesota Statutes, Chapters 462A and 462C. • Section 3. Authorization and Approval of Bond Documents. The City is hereby authorized to issue the Bonds to provide funds,to be used, with other available funds,to finance the Project and pay costs of issuance of the Bonds, and to pledge and assign the Loan Agreement and the loan repayments due thereunder, all as provided in the Documents. It is acknowledged that the purchase price of the Bonds, the principal amount of the Bonds, the initial reoffering prices of the Bonds, the maturity schedule of the Bonds, the provisions for redemption of the Bonds and the initial interest rate on the Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Indenture, the Loan Agreement or the Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to approve: (1)the purchase price of the Bonds; (2) the principal amount of the Bonds (as hereinafter defined); provided that the aggregate principal amount of the Bonds is not in excess of $26,500,000; (3)the reoffering prices of the Bonds; (4)the maturity schedule of the Bonds; (5) the provisions for redemption of the Bonds; and (6) the interest rates on the Bonds. The approval of such officers of the terms of the Bonds shall be conclusively presumed by the execution of the Bond Purchase Agreement by said officers. The forms of the Bond Documents and the Bonds are approved, subject to such modifications as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Bond Documents by the Mayor and the City is -3- . Manager. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor and the City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Official Statement. The City hereby consents to the use of the Official Statement by the Underwriter in connection with the offer and sale of the Bonds to potential investors. The City has consented to the distribution of the Official Statement, but did not prepare the Official Statement, and has not reviewed the financial disclosures of the Borrower or approved any information or statements contained in the Official Statement or the Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. The City Manager is authorized to deem the Official Statement"final" as of its date for purposes of SEC Rule 15c2-12. Section 5. The Bonds. 5.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue the Bonds in the form and upon the terms set forth in the Indenture or established pursuant to this resolution. 5.02. The Mayor and the City Manager are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, • and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 6. Absence of Officers. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be approved and executed by the Mayor may be so approved and executed by the acting Mayor. In the absence or disability of the City Manager, any of the documents authorized by this resolution to be approved and executed by the City Manager may be so approved and executed by the person designated as acting City Manager or by such other officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 7. Authentication of Proceedings. The Mayor, the City Manager and other officers of the City are authorized and directed to furnish to the Underwriter and bond counsel 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 and marketability 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 of fact contained therein. • -4- . Section 8. Limitations of the Cit 's Obligations. Notwithstanding anything contained in the Bonds or the Bond Documents, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor shall constitute a charge, lien or encumbrance, legal or equitable, upon any funds or any property of the City other than the revenues specifically pledged to the payment thereof pursuant to the Bond Documents, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City which have been pledged to the payment thereof pursuant to the Bond Documents. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds or the Bond Documents shall be subject at all times to the availability of the revenues furnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. Adopted this 1st day of July, 2014. Mayor • Attest: City Clerk Councilmember Swenson made a motion for the adoption of the foregoing resolution that was duly seconded by Councilmember Sprague and upon vote being taken thereon, the following voted in favor thereof. Members Bennett, Brindle, Sprague, Swenson, and Mayor Hovland. and the following voted against the same: none. whereupon said resolution was declared duly passed and adopted. • -5-