99-027 - 03-16 - Revenue Bond, Mallard Creek Apartments, Series 1985 Resolution 99-27 March 16, 1999
THE COUNCIL DID NOT CONSIDER THIS RESOLUTION
RESOLUTION NO. 99- 27
AUTHORIZING THE AMENDMENT OF THE CITY OF
GOLDEN VALLEY HOUSING DEVELOPMENT
REVENUE BOND (MALLARD CREEK APARTMENT
PROJECT) SERIES 1985, APPROVING THE FORM OF
AMENDMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE AMENDMENT
AND RELATED DOCUMENTS
WHEREAS, on December 16, 1985 the City of Golden Valley, Minnesota (the "City" or
the "Issuer") issued its Housing Development Revenue Bond (Mallard Creek Partnership
Project), Series 1985 (the `Bond"), in the original aggregate principal amount of$5,900,000 for
the purpose of financing the acquisition, construction, and equipping of a 122-unit rental housing
facility known as the"Mallard Creek Apartments"(the"Project")in the City; and
WHEREAS, the Bond was sold to First National Bank of Minneapolis, now known as
U.S. Bank National Association, a national banking association (the `Bank"), and the proceeds
derived from the sale of the Bond were loaned to the original borrower under the terms of a Loan
Agreement, dated December 16, 1985 (the "Loan Agreement"), between the Issuer and the
original borrower; and
WHEREAS, by an Assignment, Assumption, Release and Deferral Agreement, dated
June 8, 1998 (the"Assignment")among The Northland Company(the"Predecessor Owner"),the
City and Bigos-Mallard Creek, LLC, a Minnesota limited liability company ("Bigos"), Bigos
acquired the Project and assumed the obligations under the Loan Agreement and related-security
documents(collectively,the"Loan Documents"); and
WHEREAS, the transfer of the Project and the terms of the Assignment were approved
by the City by Resolution No. 98-54, adopted by this City Council on June 2, 1998; and
WHEREAS, in accordance with the terms of the Bond, Bigos desires to convert the
interest rate of the Bond to a fixed rate; and
WHEREAS, in connection with the conversion to a fixed rate, Bigos and the Bank, as the
sole owner of the Bond, desire to make certain Amendments to the Bond and related Loan
Documents to be included in that certain Three Party Amendment Agreement, to be dated April
1, 1999 among Bigos,the Bank and the City(the"Amendment"), a form of which is on file with
the City; and
WHEREAS, Bigos has requested that the City Council adopt this Resolution for the
purpose of authorizing the execution and delivery of the Amendment; and
WHEREAS, the Bond does not and shall not constitute or give rise to any pecuniary
liability of the City or any charge upon its general credit or taxing powers;
Resolution 99-27 - Continued March 16, 1999
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GOLDEN VALLEY,MINNESOTA,AS FOLLOWS:
1. The Mayor, the members of the City Council, the Manager, and the other officers
of the City are hereby authorized and directed to execute and deliver to the Bank, Bigos, and their
counsel: (i) one or more certified copies of this Resolution; and (ii) one or more copies of the
Amendment. The Amendment, substantially in the form on file with the Issuer, is hereby
approved, with such omissions and insertions as do not materially change the substance thereof,
or as the Mayor and the Manager, in their discretion shall determine,and the execution thereof by
the Mayor, any member of the City Council, the Manager, and any other officer of the Issuer
shall be conclusive evidence of such determination.
2. Notwithstanding anything in the Amendment or the Loan Documents to the
contrary, the Bond shall be and remain a revenue obligation of the Issuer and the principal,
premium, and interest on the Bond shall be payable solely from the revenues derived from the
Loan Documents and the other sources set forth in the Loan Agreement. The Bond is not a
general obligation of the Issuer and shall not be secured by or payable from any revenue derived
from the taxing power of the Issuer or any funds, property, or assets of the Issuer (except the
revenues derived form the Loan Agreement).
3. The Mayor, the members of the City Council, the Manager, and the other officers
of the City are hereby authorized to execute and deliver, on behalf of the Issuer, such other
certificates, instruments, and other documents as are necessary or appropriate in connection with
effectuating the amendments contemplated by the Amendment.
4. The Issuer has not participated in the preparation or distribution of any
information to the Bank or Bigos with respect to the transactions contemplated by the
Amendment, and has made no independent investigation with respect to the Project, including
the financial condition of the Project. The Issuer assumes no responsibility for the sufficiency,
accuracy, or completeness of any information that may have been provided to the Bank or Bigos
with respect to such transactions.
5. All covenants, stipulations, obligations, and agreements of the Issuer contained in
this resolution and the Amendment shall be deemed to be the covenants, stipulations, obligations
and agreements of the Issuer to the full extent authorized or permitted by law, and all such
covenants, stipulations, obligations and agreement shall be binding upon the Issuer. Except as
otherwise provided in this resolution, all rights, powers and privileges conferred and duties and
liabilities imposed upon the Issuer or the City Council by the provisions of this resolution or of
the Amendment shall be exercised or performed by the Issuer or by such members of the City
Council, or such officers,board, body or agency thereof as may be required or authorized by law
to exercise such powers and to perform such duties.
No covenant, stipulation or agreement herein contained or contained in the
aforementioned documents shall be deemed to be a covenant, stipulation, obligation or
Resolution 99-27 - Continued March 16, 1999
agreement of any member of the City Counc 1 of the Issuer, or any officer, agent or employee of
the Issuer in that person's individual capaci , and neither the City Council of the Issuer nor any
officer or employee executing any docume s shall be liable personally under the terms of the
Amendment, the Loan Documents, or the Bond, or be subject to any personal liability or
accountability thereunder.
No provision, covenant or agreement contained in the Amendment, or the other
aforementioned documents, the Bond or in j any other document relating to the Bond, and no
obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give
rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers.
In making the agreements,provisions,coven is and representations set forth in such documents,
the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and
revenues derived from the Loan Agreement, hich are to be applied to the payment of the Bond,
as provided therein.
6. Except as herein otherwise ex ressly provided, nothing in this resolution or in the
aforementioned documents expressed or imp ied, is intended or shall be construed to confer upon
any person or firm or corporation, other covet" n the Issuer or any holder of the Bond, any right,
remedy or claim, legal or equitable, under d by reason of this resolution or any provisions
hereof, this resolution, the aforementioned d cuments and all of their provisions being intended
to be and being for sole and exclusive benefit of the Issuer and any holder from time to time of
the Bond.
7. The officers of the Issuer, bend counsel, other attorneys, and other agents or
employees of the Issuer are hereby authorized to do all acts and things required of them by or in
connection with this resolution, the aforementioned documents, and the Bond for the full,
punctual and complete performance of all th terms, covenants and agreements contained in the
Bond, the aforementioned documents and 's resolution. In the event that for any reason the
Mayor of the Issuer is unable to carry out a execution of any of the documents or other acts
provided herein, any other member of the Ci Council of the Issuer shall be authorized to act in
the capacity of the Mayor and undertake suc execution or acts on behalf of the Issuer with full
force and effect, which execution or acts s all be valid and binding on the Issuer. If for nay
reason the Manager of the Issuer is unable t execute and deliver the documents referred to in
this Resolution, such documents may be exe uted by a member of the City Council or the City
Clerk, with the same force and effect as if s ch documents were executed and delivered by the
Manager of the Issuer.
8. This resolution shall be in full force and effect from and after its passage.
Resolution 99-27 - Continued March 16, 1999
Adopted by the City Council of the City of Golden Valley this March 16, 1999.
Offered by:
Seconded by:
Roll call:
Mayor
CityClerk
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