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85-118 - 12-03 Issue $5,900,000 Mallard Creek Partnership ProjectResolution 85-118 December 3, 1985 Member Thompson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE ISSUANCE OF THE $5,900,000 HOUSING DEVELOPMENT REVENUE BOND (MALLARD CREEK PARTNERSHIP PROJECT) OF THE CITY OF GOLDEN VALLEY, MINNESOTA, WHICH BOND AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THERETO; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT AND A PLEDGE AGREEMENT; AUTHORIZING THE EXECUTION AND SALE OF THE BOND AND DIRECTING DELIVERY THEREOF; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A REGULATORY AGREEMENT; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID REVENUE NOTE WHEREAS, the City of Golden Valley, Minnesota (the "City"), is duly organized as a statutory city under and pursuant to the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the laws of the State of Minnesota, particularly, Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a multifamily rental housing development, and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, the City Council (the "Council") of the City has developed the Housing Plan for Local Housing Bonds for the City (the "Housing Plan") in compliance with the Act; and WHEREAS, the Housing Plan was adopted by the Council on October 1, 1985, at a public hearing held at Golden Valley City Hall; and WHEREAS, the Acts defined the tern "multifamily housing development" to include a housing development in which at least 20 percent of the dwelling units are held for occupancy by families or individuals with adjusted gross incomes not in excess of 80% of the median family income estimated by the United States Department of Housing and Urban Development for the Minneapolis -St. Paul area; and WHEREAS, as required by the Act, the City has adopted a program for the issuance of bonds by the City to make a loan to Mallard Creek Partnership (the "Developer") to finance the acquisition and construction of a multifamily rental housing facility (the "Program"), located at the intersection of Golden Valley Road (as proposed to be realigned) and Wisconsin Avenue in the City, in accordance with the Acts and the requirements of the Local Bond Program Procedural Guide for the Submission of Local Housing Programs to the Minnesota Housing Finance Agency; and WHEREAS, the Program was submitted to the MHFA at least thirty (30) days prior to the date hereof as required by the Act; and Resolution 85-118 - Continued December 3, 1985 WHEREAS, pursuant to the Act and the Loan Agreement, as hereinafter defined, the City proposes to undertake the Program, and for the financing thereof, to authorize, issue and sell its Housing Development Revenue Bond (Mallard Creek Partnership Project) (the "Bond"), in the aggregate principal amount of $5,900,000 payable from the revenues of the Program; and WHEREAS, the City proposes to enter into a Loan Agreement, a Pledge Agreement, and a Regulatory Agreement (all as hereinafter defined) in connection with the issuance, sale and delivery of the Bond; and WHEREAS, the financing of the Project, the issuance and sale of the Bond, the execution and delivery of the Loan Agreement, the Pledge Agreement, the Regulatory Agreement, and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Pledge Agreement, and the Regulatory Agreement are authorized by the Act. All other acts and things required under the Constitution and the laws of the State of Minnesota to be done, to exist or to be performed to make the Bond, the Loan Agreement, the Pledge Agreement, and the Regulatory Agreement when executed and delivered as therein and herein provided, valid and binding obligations of the City enforceable in accordance with their terms, have been done, do exist and have been performed as so required; and WHEREAS, the issuance of the Bond and the execution and delivery of the Loan Agreement, Pledge Agreement, and Regulatory Agreement will not conflict with or constitute a breach of, or a default under, any existing law or agreement, indenture, mortgage, lease, or other instrument to which the City is subject or is a party or by which it is bound, provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, Pledge Agreement, Regulatory Agreement, and Bond by reason of the existence of any facts contrary to this finding; and WHEREAS, no litigation is pending or, to the best knowledge of the Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of the Bond or the execution, delivery or validity of the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement, or questioning the appropriation of revenues to payment of the Bond or the right of the City to loan the proceeds of the Bond to the Deve l oyer. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY: Section 1. The Council of the City acknowledges, finds, determines, and declares that the preservation of the quality of life in the City is dependent upon the maintenance, provision, and preservation of an adequate housing stock and that accomplishing this is a public purpose. Section 2. The Council of the City further finds, determines, and declares that the purpose of the Program is to issue the Bond, the proceeds of which will be loaned to the Developer pursuant to the Loan Agreement to finance the acquisition and construction of a multifamily rental housing development located in the City, which will be affordable to persons and families of low and moderate income. Resolution 85-118 - Continued December 3, 1985 Section 3. That for the purpose of financing the Program there is hereby authorized the issuance of the $5,900,000 Housing Development Revenue Bond (Mallard Creek Partnership Project). The Bond shall bear interest at such rate, shall be dated, shall mature, shall be subject to prepayment prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the form of the Bond. Section 4. That the Bond shall be a special obligation of the City payable solely from the revenues of the Program. The Council of the City hereby authorize and direct the Mayor and the City Clerk of the City (the "Mayor" and the "City Clerk") to execute the Bond under the corporate seal of the City and do hereby authorize and direct the execution of the Bond and the delivery thereof to the initial purchaser of the Bond in accordance with the terms and conditions, covenants, rights, obligations, duties and agreements of the City as set forth therein and in this resolution. All of the provisions of the Bond, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bond shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not change the substance thereof, or as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 5. That the Mayor and the City Clerk are hereby authorized and directed to execute, under the corporate seal of the City, the Loan Agreement (the "Loan Agreement") by and between the City and the Developer. All of the provisions of the Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not change the substance thereof, or as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 6. That the Mayor and the City Clerk are hereby authorized and directed to execute, under the corporate seal of the City, the Pledge Agreement (the "Pledge Agreement") between the City and First National Bank of Minneapolis (the "Lender"). All of the provisions of the Pledge Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Pledge Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not change the substance thereof, or as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Resolution 85-118 - Continued December 3, 1985 Section 7. That the Mayor and the City Clerk are hereby authorized and directed to execute, under the corporate seal of the City, the Regulatory Agreement (the "Regulatory Agreement") between and among the City, the Developer and the Lender. All of the provisions of the Regulatory Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Regulatory Agreement shall be substantially in the form on file with the City which is hereby approved, with such omissions and insertions as do not change the substance thereof, or as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. That all covenants, stipulations, obligations and agreements of the City contained in this resolution and contained in the Loan Agreement, the Pledge Agreement, the Regulatory Agreement and all certificates of the City shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or pe witted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or the Council thereof by the provisions of this resolution or of the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement shall be exercised or performed by the City or by the Council, officers, board, body or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulations, obligations or agreement herein contained or contained in the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of the Council, or any officer, agent or employee of the City in that person's individual capacity, and neither the Council of the City nor any officer executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issuance thereof. Section 9. That except as herein otherwise expressly provided, nothing in this Resolution or in the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the respective parties thereto, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement of any provision thereof; this resolution, the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement and all of their provisions being intended to be and being for the sole and exclusive benefit of the parties thereto. Section 10. That in case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Bond issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bond, but this resolution, the aforementioned documents, and the Bond shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. Resolution 85-118 - Continued December 3, 1985 Section 11. That all acts, conditions and things required by the laws of the State of Minnesota, relating to the adoption of this resolution, to the issuance of the Bond and to the execution of the Loan Agreement, the Pledge Agreement, and the Regulatory Agreement to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bond and precedent to the execution of the Loan Agreement, the Pledge Agreement, and the Regulatory Agreement have happened, exist and have been performed as so required by law. Section 12. That the Council, officers of the City, attorneys, engineers and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution and the aforementioned documents for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bond, the agreements referred to above and this resolution. Section 13. The Mayor, City Manager, and City Clerk of the City are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Loan Agreement, the Pledge Agreement, or the Regulatory Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bond or the documents referred to in this resolution, or to evidence compliance with Section 103(b)(4)(A) or Section 103(c) of the Internal Revenue Code, as amended (provided such certificates or documents have been approved by the City Attorney); and all such agreements, certifications or representations when made shall be deemed to be agreements, certifications or representations, as the case may be, of the City. Section 14. That no covenant, provision or agreement of the City herein or in the Bond or in any other document executed by the City in connection with the issuance, sale and delivery of the Bond, or any obligation herein or therein imposed upon the City or breach thereof, shall give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers or shall obligate the City financially in any way except with respect to the Loan Agreement and the application of revenues therefrom and the proceeds of the Bond. No failure of the City to comply with any term, condition, covenant or agreement therein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Bond. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the City. In making the agreements, provisions and covenants set forth herein, the City has not obligated itself with respect to the Loan Agreement and the application of revenues thereunder as provided therein. The Bond constitutes a special obligation of the City, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement and this Resolution, and does not now and shall never constitute an indebtedness or a loan of the credit of the City, the State of Minnesota or any political subdivision thereof or a charge against general taxing powers within the meaning of any constitutional or statutory provisions whatsoever. Section 15. That this resolution shall be in full force and effect from ander its passage. Resolution 85-118 - Continued ATTEST: Shirley Ne son, City Clerk December 3, 1985 Mary E. A rson, Mayor The motion for the adoption of the foregoing resolution was seconded by Member Bakken and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.