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HomeMy WebLinkAboutResolution No. 242-13• CITY OF ROCHESTER, MINNESOTA RESOLUTION NO. A RESOLUTION AUTHORIZING AND APPROVING THE ISSUANCE AND THE SALE OF HOUSING REVENUE BONDS (ROCHESTER SENIOR HOUSING LIMITED PARTNERSHIP PROJECT) SERIES 2013; FIXING THEIR FORMS AND SPECIFICATIONS; DIRECTING THEIR ISSUANCE AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT WHEREAS, the City of Rochester, Minnesota (the "Issuer") is a municipal corporation duly organized and existing under its home rule charter and the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer has been requested by Rochester Senior Housing Limited Partnership, a Minnesota limited partnership (the "Borrower") to issue its Housing Revenue Bonds (Rochester Senior Housing Limited Partnership Project) Series 2013 in an aggregate principal amount of $4,500,000 (the "Bonds"), the proceeds of which will be used to finance the acquisition, construction, equipping and improving of a 40-unit residential rental facility, for seniors aged 62 and older, to be located at the corner of Highway 14 SE and Towne Club Parkway in the City of . Rochester, Minnesota (the "Project"); and WHEREAS, the Common Council, on December 17, 2012, conducted a public hearing on a certain housing program (the "Program"), after publication of a notice of said hearing, providing for the issuance of the Bonds by the Issuer, and, following such hearing, adopted the Program; and • WHEREAS, on May 20, 2013, the Issuer has received an allocation of $4,500,000 of bonding authority to issue tax-exempt bonds pursuant to Minnesota Statutes, Chapter 474A, and hereby allocates all of such bonding authority towards to the issuance of the Bonds. WHEREAS, the Borrower has requested that the Issuer issue the Bonds for the benefit of the Borrower, pursuant to the terms of a Trust Indenture, dated on or after June 1, 2013 (the "Indenture'), between the Issuer and The Huntington National Bank, as trustee (the "Trustee"); and WHEREAS, the Borrower has requested that the Issuer loan the proceeds derived from the sale of the Bonds to the Borrower pursuant to the terms of a Loan Agreement, dated on or after June 1, 2013 (the "Loan Agreement"), between the Issuer and the Borrower, and the Borrower proposes to apply the proceeds of the loan made pursuant to the terms of the Loan Agreement (the "Loan") to the payment of a portion of the costs of the acquisition, construction, and equipping of the Project and related costs; and 4824-1167-1827.3 WHEREAS, the Bonds will be issued pursuant to the terms of the Indenture and this resolution and the Bonds and the interest on the Bonds: (i) shall be payable solely from the revenues pledged therefor under the Indenture; (ii) shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers; (iv) 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 Loan Agreement; and (v) shall not constitute a general or moral obligation of the Issuer; and WHEREAS, forms of the following documents (including the exhibits referred to therein) have been submitted to the Issuer: a. The Bonds; b. The Loan Agreement; C. The Indenture; d. A Regulatory Agreement, dated on or after June 1, 2013 (the "Regulatory Agreement"), between the Issuer, the Borrower, and the Trustee, entered into to ensure continuing compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Internal Revenue Code; and • e. A Bond Purchase Agreement, dated on or after the pricing date of the Bonds, between the Issuer, the Borrower, and The Sturges Company, as original purchaser of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA AS FOLLOWS: Section 1. The issuance of the Bonds for the purpose of financing the Project is hereby authorized, subject to the terms and conditions provided in this resolution. The Bonds shall bear interest at an average rate not in excess of one and one-half percent (1.50%) per annum, subject to final determination. The Bonds shall be in such denomination and form, be numbered and dated, shall mature and be subject to redemption prior to maturity, and shall have such other details and provisions as are prescribed by the Indenture. Section 2. The Bonds do not and shall not constitute indebtedness, a pecuniary liability, a moral or general obligation or a loan of the credit of the Issuer, and the Bonds are not and may not be secured by, and are not charges, liens or encumbrances, legal or equitable, against the Issuer's property, funds, general credit or taxing powers. The Bonds are and shall be only special and limited revenue obligations of the Issuer payable solely from the revenues provided for the payment*thereof pursuant to the Indenture, including the Issuer's rights under the Loan Agreement (except certain reserved rights of the Issuer). • Section 3. The Bonds, the Indenture, the Loan Agreement, the Regulatory Agreement 4824-1167-1827.3 • and the Bond Purchase Agreement are hereinafter referred to as the "Issuer Documents". The Common Council hereby authorizes the Mayor and the City Clerk, in their sole and absolute discretion and at such time, if any, as they may deem appropriate, to execute and deliver the Bonds and the remaining Issuer Documents. The approval given herein to the execution of the Issuer Documents shall be to the same documents substantially in the form presented to the Issuer in advance of this meeting of the, Common Council, with such additions or omissions as may be acceptable to the officers of the Issuer executing said documents, as evidenced by their execution and delivery thereof. The Issuer officials are also authorized to execute such other certificates as may be requested to show such facts and circumstances relating to the Bonds as may be provided in Issuer records within their custody or control. In the event that the Mayor or the City Clerk, due to absence or incapacity, is unable to execute any of the Issuer Documents in accordance with the terms of this resolution, such officers of the Issuer, respectively, as may act in their stead may do so on behalf of the Issuer, with the same force and effect as though specifically authorized herein. Section 4. No provision, covenant or agreement contained in the Issuer Documents, the Bonds or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a moral or general obligation of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Issuer Documents, the Bonds or in any other document relating to the Bonds, the Issuer has not obligated itself to pay or remit any funds or revenues other than described in the Indenture. Section 5. The Issuer will not participate in the preparation of an official statement or other disclosure document relating to the offer and sale of the Bonds (the "Disclosure Document"), and will make no independent investigation with respect to the information contained in the Disclosure Document, including the appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy, or completeness of such information, other than as described therein under the caption "THE ISSUER" and "ABSENCE OF LITIGATION" (as it pertains to the Issuer) in the Disclosure Document. 4824-1167-1827.3 • PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER MINNESOTA, ON THIS 20TH DAY OF MAY, 2013. • • Attest: /Zt2 945� ITY CLERK (SEAL OF THE CITY OF ROCHESTER, MINNESOTA) SAID COMMON COUNCIL APPROVED THIS _ DAY OF MAY, 2013 MAYOR OF SAID CITY 4824-1167-1827.3