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HomeMy WebLinkAboutResolution 4705 T l �---'- /� O� � O � O . ��b. - CITY of ORONO � � . �� G'�' RESOLUTION OF THE CITY COUNCIL ��ESHOg'� NO. � � Q.� � . A RESOLUTION APPROVINGTHE ISSUANCE AND SALE OF SE1vIOR HOUSING REVENUE BONDS (ORONO WOODS APARTMENT PROJECT), SERIES 2001 AND AUTHORIZING,EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO BE IT RESOLVED by the City Council of the City of Orono, Minnesota as follows: � 1. Authoritv. The City has been requested to issue one or more series of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series 2001 (as defined in the Indenture, the "Bonds"), on behalf of Orono Senior Housing, LLC, a Minnesota limited liability company(the "Owner"),pursuant to(a) its authority under � Minnesota Statutes, Section 462C, as amended(the "Act"), and(b) a Trust Indenture, dated as of November 1,2001 (the"Indenture"),between the City and U.S. Bank Trust National Association, as Trustee (the "Trustee") 2. Public Hearin�. The City conducted a public hearing (the "Public Hearing), on May 14,2001, on the Owner's proposal that the City issue the Bonds and adopt a housing program related thereto (the "Housing Program") for the purpose of loaning the proceeds thereof to the Owner to finance the cost of the development, acquisition,construction,equipping and financing of 62 units of multifamily housing for seniors(the"Proj ect")to be owned by the Owner and to be located in the City at Brown Road and Wayzata Blvd.All parties who appeared at the Public Hearing were given an opportunity to express their views with respect to the proposal and the Housing Program was approved. 3. Documents Presented. Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the City's offices: (a) aLoanAgreement(the"LoanAgreement"),dated as ofNovember 1, 2001, between the City and the Owner, whereby the City has agreed to loan the proceeds of the Bonds to the Owner to finance the Project and the Owner has agreed to repay the loan by amounts payable under the Loan Agreement; � � Page 1 of 6 , , �O � ' V � O • O ��b. - CITY of ORONO � � . ��� G'�' RESOLUTION OF THE CITY COUNCIL ��SH04� NO. � � � � (b) the Indenture,authorizing the issuance and setting the terms of the Bonds and pledging the revenues to be derived from the Loan Agreement as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; (c) a Combination Mortgage,Security Agreement,Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage"), dated as of November 1, 2001, from the Owner to the City, by which the Owner grants to the City a first mortgage lien on, a security interest in, and an assignment of leases and rents of, its leasehold and ownership interest in the Mortgaged Property(as defined therein); � (d) a Subordinated Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents (the "Subordinate Mortgage"),dated as ofNovember 1,2001,from the Owner to the • City,by which the Owner grants to the City a second mortgage lien on,a security interest in,and an assignment of leases and rents of,its leasehold and ownership interest in the Mortgaged Property; • (e) an Assignment of Mortgage (the "Assignment"), dated as of November 1, whereby the City assigns its interest in the Mortgage and the Subordinate Mortgage to the Trustee; (fl a Development Agreement(the"Development Agreement),dated as of November 1, 2001, between the City, the Orono Housing and Redevelopment Authority (the "HRA") and the Owner, by which the Owner agrees to develop and construct the Project and the HRA agrees to provide tax increment financing to the Project; (g) a Bond Purchase Agreement(the "Bond Purchase Agreement"), between the City, the Owner, and Miller Johnson Steichen Kinnard, Inc. (the "Underwriter") (the documents described in (a) through (g) above being the "Bond Documents"); and � Page 2 of 6 ���• /� �� � o .. o ��b. - C ITY of ORONO ,� � . �� ��' RESOLUTION OF THE CITY COUNCIL ��SH�4� N0. � � � � . (h) a form of the Official Statement(the "Official Statement"),to be completed,describing the offering of the Bonds and certain terms and provisions of the documents recited herein. 4. Authorization of Bonds. The City hereby authorizes the issuance of the Bonds under the Act and the Indenture, the sale of the Bonds to the Underwriter in accordance with the Bond Purchase Agreement and the loan of the proceeds of the Bonds to the Owner in accordance with the Loan Agreement. 5. Authorization of Documents Presented. The forms of the Bond Documents are approved, with such additions or modifications thereto and deletions therefrom as may be approved by the Mayor,the City Clerk,the Finance Director or the City Administrator prior to the execution and delivery thereof, such approval to be conclusively evidenced by the execution and delivery thereof by the appropriate officers of the City. ' � 6. Execution and Deliverv of Bonds. The City is hereby authorized to issue one or more series of Bonds in an aggregate principal amount not to exceed$9,000,000, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution(the"Final Resolutiora")and made a part hereof; provided, however, that the maturities of the Bonds, the interest rates thereon, the � numbering, and the rights of optional redemption with respect thereto shall all be as set forth in the final form of Indenture to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Final Resolution,which approval shall be conclusively evidenced by such execution and delivery;and provided further that, in no event, shall such maturities exceed 35 years or such rates of interest produce an average net interest cost in excess of 7.50%per annum.The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement,and said purchase price is hereby accepted.The Mayor,the City Clerk, the Finance Director, the City Administrator and other officers of the City are authorized in their discretion, at such time, if any, as they may deem appropriate,to execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Final Resolution and the other documents required by Section 2.08 of the Indenture, for authentication, registration and delivery to the • Undervvriter. Page 3 of 6 . �---- /� �� � � o . o ��s. - CITY of ORONO � � . �� G'�' RESOLUTION OF THE CITY COUNCIL ��SH��'� NO. � � O �j 7. Execution and Deliverv of Bond Documents. The Mayor,the City Clerk, the Finance Director and the City Administrator (or in their absence, the deputy or acting Mayor or City Clerk)are hereby authorized in their discretion at such time,if any, as they may deem appropriate,to execute and deliver the Bond Documents in the name and on behalf of the City. 8. Official Statement. The City hereby consents to the completion of the Official Statement and its circulation by the Underwriter in offering the Bonds for sale and the completion of a final form of the Official Statement to reflect the final terms of the Bonds and the foregoing described agreements;provided,however,that the City has not been requested to and has not participated in the preparation of the Official Statement or reviewed or verified the information in the Official Statement and takes no responsibility for and makes no representations or warranties as to, the accuracy, sufficiency or completeness of such information or the information to be included in the • final form of the Official Statement. 9. Certificates.etc. The Mayor,the City Clerk,the Finance Director and the City Administrator(or in their absence the deputy or acting Mayor,City Clerk,Finance Director or City Administrator) are authorized in their discretion, at such time, if any, as they may deem appropriate,to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, 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 appearing 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 therein. 10. Nature of Citv's Obli�ations. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Bonds or the Bond Documents shall be deemed to be a covenant, stipulation, obligation,representation, or agreement of any Council member, officer, agent, or employee of the City in that person's individual capacity, and neither the Council nor any officer or employee� executing the Bonds or such documents shall be liable personally on the Bonds or be subject to any representation, personal liability or accountability by reason of the issuance thereof. No provision,representation,covenant or agreement contained in the • Bonds or in any other document related to the Bonds,and no obligation therein or herein Page 4 of 6 • . 1 Y ��� ,� �� , � O .. O � ��b. � CITY of ORONO � F . �� t,ti' RESOLUTION OF THE CITY COUNCIL . � ��`9$ESII� NO. � � � � �� imposed upon the City or the breach thereof, shall constitute or g-ive rise to a general or moral obligation of the City or any charge upon its general credit or taxing powers. In making the agreements,provisions,covenants and representations set forth in the Bonds or in any other document related to the Bonds, the City has not obligated itself to pay or remit any funds or revenues, other than the Trust Estate described in the Indenture. 11. Pavment of Costs. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the documents referred to above or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered,such as costs of publication of legal notices, have been agreed by the Owner to be paid by the Owner or reimbursed by the Owner to the City. _ 12. Authorized Officers. The Bonds, the Bond Documents and any other documents referred to herein are authorized to be executed on behalf of the City by its � Mayor, the City Clerk,the Finance Director and the City Administrator; provided that in the event any of the officers of the City authorized to execute documents on behalf of the City under this Final Resolution shall have resigned or shall for any reason be unable to do so, the deputy or acting Mayor, City Clerk, Finance Director or City Administrator,is hereby directed and authorized to do so on behalf of the City,with the same effect as if executed by any officer specifically authorized to do so in the Indenture or this Final Resolution. 13. Appointment of Trustee. The Trustee is hereby appointed as Trustee, Paying Agent and Bond Registrar for the Bonds. 14. Oualified Ta�c-Exempt Obli at� ions.The City hereby designates the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. In that connection, the Issuer makes the following factual statements and representations: (a) the reasonably anticipated amount oftax-exempt obligations(other than any private activity bonds other than qualified 501(c)(3)bonds)which will be issued by the City(and all subordinate entities of the Issuer) during calendar year 2001 will not exceed$10,000,000; and � Page 5 of 6 � • + V /�'--� �� O� � O .: O ��d. - CITY of ORONO � � � . �� G'�' RESOLUTION OF THE CITY COUNCIL ��`9$EgH� NO. � � Q � � (b) not more than $10,000,000 of obligations issued by the City during calendar year 2001 have been designated for purposes of Section 265(b)(3) of the Code. 1 S. Effective Date. Be It Further Resolved that this Final Resolution shall be in full force and effect immediately from and after its passage. The motion for the adoption of the foregoing resolution was made by Councilmember White and seconded by Councilmember Sansevere, and upon a vote being taken thereon the following voted in favor thereof: Flint,Nygard, Sansevere, White and the following voted against the same: • (None) Adopted by the City Council of the City of Orono this 22nd day of October, 2001. ATTEST: �� � (/� , Linda.S. Vee, City Clerk Barbara A. Peterson, Mayor � M 1:806796.01 • Page 6 of 6