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HomeMy WebLinkAboutResolution No. 287-11 RESOLUTION NO. �$ j • A RESOLUTION APPROVING CERTAIN AMENDMENTS TO CERTAIN FINANCING DOCUMENTS IN CONNECTION WITH MULTIFAMILY HOUSING REVENUE BONDS, (WEATHERSTONE TOWNHOME APARTMENTS PROJECT) TAX EXEMPT SERIES 2000A AND TAXABLE SERIES 2000B BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota(the "City"), as follows: 1. Authority, The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 462C, as amended (the "Act"), authorized to issue and sell its revenue bonds for the purpose of financing the cost of housing developments and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. In accordance with these provisions, in 2000, pursuant to the terms of a Trust Indenture dated as of September 1, 2000 (the "Indenture") the City issued its Multifamily Housing Revenue Bonds (Weatherstone Townhomes Apartments Project), Tax Exempt Series 2000A and its Multifamily Housing Revenue Bonds, (Weatherstone Townhomes Apartments Project), Taxable Series 2000B (collectively, the "Prior Bonds") and loaned the proceeds thereof to Weatherstone Townhomes Limited Partnership, a limited partnership organized under the laws of Minnesota (the "Company") to finance a multifamily housing development (the "Project") pursuant to the terms of a Loan Agreement dated as of September 1, 2000 (the "Loan Agreement"). 2. Authorization of Project; Documents Presented. The Company has proposed to this Council that certain documents entered into in connection with the sale of the Prior Bonds be amended in order to, among other things, reflect the termination of the letter of credit that secures the Prior Bonds. Forms of the following documents relating to the Prior Bonds have been submitted to the City (collectively the "Amendments"): (a) a First Amendment to Loan Agreement and Other Documents (the "Amendment") dated as of June 15, 2011, between the City and Company; and (b) a First Amendment to Trust Indenture (the "Indenture") dated as of June 15, 2011, between the City and U.S. Bank Trust National Association, as trustee (the "Trustee"). 3. Findings. It is hereby found, determined and declared that: (a) There is no litigation pending or, to the actual knowledge of the City, threatened against the City questioning the City's execution or delivery of the Amendments, or the powers or authority of the City to undertake the transactions contemplated hereby. (b) The execution, delivery and performance of the City's obligations under • the Amendments do not and will not violate any order against the City of any court or 380275v2 RC110-25 other agency of government, or any indenture, agreement or other instrument to which • the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (c) The Prior Bonds shall not be payable from or a charge upon any funds of the City other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; the City shall not be subject to any liability thereon; no owners of the Prior Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Prior Bonds or the interest thereon or to enforce payment thereof against any property of the City; the Prior Bonds shall not constitute a general or moral obligation of the City or a charge, lien or encumbrance, legal or equitable, upon the funds, assets, taxing powers or other property of the City (other than the interest of the City in the Loan Payments to be made by the Company under the Loan Agreement); and each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 4. Approval and Execution of Documents. The Amendments and such other necessary documents and certificates, are authorized to be executed in the name and on behalf of the City by the Mayor and City Clerk, or executed or attested by their designees at such time, as such officers may deem appropriate, in substantially the forms on file, but with such changes therein as may be approved by the officers executing the same (including without • limitation changes thereto recommended by bond counsel for the City), which approval shall be conclusively evidenced by the execution thereof. 5. Certificates, etc. The Mayor, City Clerk and other officers of the City may furnish to bond counsel and the purchaser and/or owners of the Prior Bonds, when issued, certified copies of all proceedings and records of the City relating to the Prior Bonds and the Amendments and the transaction contemplated thereby, and such other affidavits and certificates as may be required to show the facts appearing from the books and records of the City 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. 380275v2 RC110-25 r PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF • ROCHESTER, MINNESOTA, THIS 20TH DAY OF JUNE, 2011. PRESIDENT OF SAID COMMON COUNCIL ATTEST: ITY CL Approved this 201h day of June, 2011. MAYOR OF SAID CITY • 380275v2 RC110-25