00-022 RES Extract of Minutes of Meeting of the
City Council of the City of Elk River, Minnesota
Pursuant to due call and notice thereof, a regular meeting
of the City Council of the City of Elk River, Minnesota was duly
held at City Hall in said City of Elk River, on Monday, the 17th
day of April, 2000, commencing at 6 o'clock P_.M.
The following Council members were present:
Mayor Klinzing, Council Members Motin, Dietz
and the following were absent:
Council Members Farber, Thompson
Council member Motin then introduced and
read the following written resolution and moved its adoption:
A RESOLUTION PROVIDING FOR THE ISSUANCE
AND SALE OF MULTIFAMILY HOUSING REVENUE BONDS TO
PROVIDE FUNDS FOR A MULTIFAMILY HOUSING PROJECT
ON BEHALF OF WEST SUBURBAN HOUSING
PARTNERS II LIMITED PARTNERSHIP
The motion for the adoption of the foregoing resolution was
duly seconded by Council member Dietz , and upon
vote being taken thereon the following voted in favor thereof:
Mayor Klinzing, Council Members Dietz, Motin
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
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RESOLUTION NO. 00-22
A RESOLUTION PROVIDING FOR THE ISSUANCE
AND SALE OF MULTIFAMILY HOUSING REVENUE BONDS,
TO PROVIDE FUNDS FOR A MULTIFAMILY HOUSING PROJECT,
ON BEHALF OF WEST SUBURBAN HOUSING
PARTNERS II LIMITED PARTNERSHIP
BE IT RESOLVED by the City Council of the City of Elk River,
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.
2. Authorization of Project; Documents Presented. West
Suburban Housing Partners II Limited Partnership, a limited
partnership organized under the laws of Minnesota (the
"Company"), has proposed to this Council that the City issue and
sell its Multifamily Housing Revenue Bonds (Elk River Estates and
Oak Crest Apartments Project), Series 2000, in substantially the
form set forth in the hereinafter-mentioned Indenture (the
"Bonds"), pursuant to the Act and loan the proceeds thereof to
the Company, in order to provide financing with respect to costs
of the acquisition and renovation of an 18 unit housing facility
(Elk Ridge Estates Facility) located at 11755 191 ~ Northwest
Avenue in the City and a 54 unit housing facility (Oak Crest
Apartments Facility) located at 300, 340 and 380 Third Street
Northwest in the City (collectively, the "Project"). Forms of
the following documents relating to the Bonds have been submitted
to the City:
(a) Loan Agreement (the "Loan Agreement") dated as of
April 1, 2000 between the City and the Company; and
(b) Indenture of Trust (the "Indenture") dated as of
April 1, 2000, between the City and U.S. Bank Trust National
Association, as trustee (the "Trustee"); and
(c) Bond Purchase Agreement (the "Bond Purchase
Agreement"), by and between U.S. Bancorp Piper Jaffray Inc.
(the ,,Underwriter"), the Company and the City, providing for
the purchase of the Bonds from the City by the Underwriter
and setting the terms and conditions of purchase; and
(d) Limited Offering Memorandum respecting the Bonds.
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that:
Findinqs.
It is hereby found, determined and declared
(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 Bonds,
the Loan Agreement, the Bond Purchase Agreement, or the
Indenture or questioning the due organization of the City,
or the powers or authority of the City to issue the Bonds
and undertake the transactions contemplated hereby.
(b) The execution, delivery and performance of the
City's obligations under the Bonds, the Indenture, the Bond
Purchase Agreement, and the Loan Agreement do not and will
not violate any order against the City of any court or 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 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 Bonds shall ever have
the right to compel the exercise of the taxing power of the
City to pay any of the Bonds or the int~ rest thereon or to
enforce payment thereof against any property of the City;
the Bonds shall not constitute a general or moral obligation
of the City or a charge, lien or encumbrance, legal or
equitable, upon any property of the City (other than the
interest of the City in the Loan Repayments 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 forms of Loan
Agreement, Indenture, and Bond Purchase Agreement are approved.
The Bonds, Loan Agreement, Indenture, and Bond Purchase Agreement
are authorized to be executed in the name and on behalf of the
City by the Mayor and the City Administrator, or executed or
attested by other officers of the City, in their discretion and
at such time, if any, as such officers may deem appropriate, in
substantially the form on file, but with such changes therein as
may be approved by the officers executing the same, which
approval shall be conclusively evidenced by the execution
thereof.
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5. Approval, Execution and Delivery of Bonds. The
issuance of the Bonds is authorized, in an aggregate principal
amount of not to exceed $3,600,000, in the form and upon the
terms set forth in the Indenture, which terms are for this
purpose incorporated in this resolution and made a part hereof;
provided, however, that the initial aggregate principal amount of
and the maturities of the Bonds, the interest rates thereon, and
any provisions for the optional or mandatory redemption thereof
shall all be as set forth in the final form of the Indenture to
be approved, executed and delivered by the officers of the City
authorized to do so by the provisions of this Resolution, which
approval shall be conclusively evidenced by such execution and
delivery; and provided further that, in no event, shall such
maturities exceed 40 years or such rates of interest produce a
net interest cost in excess of 70% of Morgan Guaranty Bank's
Prime Rate, as the same may change from time to time. The Mayor,
City Administrator and other City officers are authorized, in
their discretion and at such time, if any, as they may deem
appropriate, to execute the Bonds as prescribed in the Indenture,
together with a certified copy of this Resolution and such other
City documents as may be reasonably required.
6. Limited Offering Memorandum. The City hereby consents
to the circulation by the Underwriter of the Limited Offering
Memorandum in offering the Bonds for sale; provided, however,
that the City has not participated or been requested to
participate in the preparation of the Limited Offering Memorandum
or independently verified the information in the Limited Offering
Memorandum and the City assumes no responsibility for, and makes
no representations or warranties as to, the accuracy, sufficiency
or completeness of such information.
7. Certificates, etc. The Mayor, City Administrator and
other officers of the City may furnish to bond counsel and the
purchaser of the Bonds, when issued, certified copies of all
pre ~eedings and records of the City relating to the Bonds, and
suc.i 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.
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PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ELK
RIVER, MINNESOTA, THIS 17TH DAY OF APRIL, 2000.
ATTEST:
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STATE OF MINNESOTA )
) SS.
COUNTY OF SHERBURNE )
I, the undersigned, being the duly qualified and acting City
Clerk of the City of Elk River, Minnesota (the "City"), do hereby
certify that attached hereto is a compared, true and correct copy
of a resolution giving final approval to an issuance of revenue
bonds by the City on behalf of West Suburban Housing Partners II
Limited Partnership, duly adopted by the City Council of the City
on April 17, 2000, at a regular meeting thereof duly called and
held, as on file and of record in my office, which resolution has
not been amended, modified or rescinded since the date thereof,
and is in full force and effect as of the date hereof, and that
the attached Extract of Minutes as to the adoption of such
resolution is a true and accurate account of the proceedings
taken in passage thereof.
WITNESS My hand this
/ -/7 ~'~-~da y
of t,~,~?'~-':- ,
2O0O.
City Clerk '
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