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HomeMy WebLinkAbout12/23/1985 TENTATIVE AGENDA ADJ.REG.SESSION SHAKOPEE, MINNESOTA DECEMBER 23, 1985 Mayor Reinke presiding 1] Roll Call at 6:00 P.M. 2] Res. No. 2498, Giving Final Approval of $850,000 Commercial Development Bonds for Scottland Inc. 3] Res. No. 2499, Giving Final Approval of $3,500,000 Multifamily Rental Housing Revenue Bonds for Scottland Inc. 4] Other Business: 5] Adjourn. John K. Anderson City Administrator .f MEMO TO: John K. Anderson, CityAdministrator FROM: Judith S. Cox, City Clerk RE: Final Approval of $850,000 Commercial Development Revenue Bonds - Scottland Inc. DATE: December 20, 1985 Introduction and Background: The attached r,:solution gives final approval of the issuance of $850,000 Comercial Development Revenge Bonds for Scottland Inc. for construction of an office-warehouse to be located on Lot 1, Block 2, Canterbury Park 1st Addition which lies West of Valley Park Drive and South of Valley Industrial Boulevard North. All of the legal documents which must be signed by the city for the closing have been forwarded to Mr. Krass, Asst. City Attorney for his review. Copies are on file in my office if anyone wishes to review them. Mr. Krass will be reviewing the documents prior to Monday's meeting and assuming that everything will be in order, Council may consider adopting the final resolution. Action Recommended: Offer Resolution No. 2498 and move its adoption. jc THE CITY OF SHAKOPEE RESOLUTION NO. 2498 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF SHAKOPEE, MINNESOTA, INDUSTRIAL DEVELOPMENT REVENUE BONDS (SCOTTLAND, INC. PROJECT), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT, AND THE BOND PURCHASE AGREEMENT; APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), as found and determined by the Legislature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement, and develop- ment of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; and WHEREAS, factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population, and the need for development and use of land which will provide an adequate tax base to finance these increased costs; and WHEREAS, the City of Shakopee, Minnesota (the "Issuer"), desires to expand the business and employment opportunities, and the available tax base of the City of Shakopee (the "City '), and to promote the development of property within the City; and WHEREAS, the Issuer is authorized by the Act to enter into a revenue agreement with any person, firm, or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and 1 WHEREAS, the Act further authorizes the Issuer to issue Industrial Development Revenue Bonds (the 'Bonds"), in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment, or extension of such project; and WHEREAS, the Issuer has received from Valley Industrial Center 4, a Minnesota General Partnership (the "Developer"), a proposal that the Issuer finance a project for purposes consistent with the Act, said project to consist of the acquisition, construction and installation of a retail commercial facility (the "Project")in the City; and WHEREAS, by resolution adopted on 1985, the Issuer preliminarily approved the proposal of the Developer that the Issuer undertake to provide financing for the Project and preliminarily approved the financing of the Project, including the issuance, sale and delivery of the Bonds, as hereinafter defined, subject to final approval by the Issuer; and WHEREAS, the Issuer proposes to finance the acquisition, construction and installation of the Project pursuant to authority conferred by the Act through the issuance of the Bonds, as hereinafter defined; and WHEREAS, the Issuer on , 1985, held a public hearing on the issuance of the Bonds in compliance with the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, Miller do Schroeder Financial, Inc. (the "Underwriter") proposes to purchase said Bonds; and WHEREAS, said Bonds issued under this resolution will be secured by a pledge and assignment of the Loan Agreement, as hereinafter defined, and of the revenues derived by the Issuer from the Loan Agreement, and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer or the City within the meaning of any constitutional, charter, or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the Issuer or the City or a charge against their general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than its interest in the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE ISSUER: 1. That the City Council of the Issuer (the "Council") finds, determines, and declares that the acquisition and construction of the Project within the City will expand the business and employment opportunities within the City, will promote the development of property within the City, and will generally aid and assist the City, and that, based upon representations made by the Developer, the 2 Project would not be undertaken but for the availability of industrial development bond financing. 2. That for the purpose of financing the acquisition and construction of the Project there is hereby authorized the issuance, sale and delivery of revenue bonds in the aggregate principal amount of $850,000 to be designated the City of Shakopee, Industrial Development Revenue Bonds (Scottland, Inc. Project), Series 1985 (the "Bonds") to the Underwriter. The Bonds shall be in such denomination, shall be numbered, and shall be dated, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture of 'Trust dated as of the date of the Bonds (the "Indenture") between the Issuer and Norwest Bank Minneapolis, N.A., of Minneapolis, Minnesota, as trustee (the "Trustee"). 3. That the Bonds shall not be general obligations but shall be special limited obligations of the Issuer payable solely from the revenues derived from the Loan Agreement dated as of the date of the Bonds, and executed by the Issuer and the Developer (the "Loan Agreement") in the manner provided in the Indenture. The Bonds shall be secured by the Indenture. The Mayor and Clerk-Treasurer of the City are hereby authorized and directed to execute the Bonds in accordance with the Indenture. 4. That the Loan Agreement, the Indenture, and the Bond Purchase Agreement, dated as of the date of the Bonds (the "Bond Purchase Agreement"), by and between the Issuer, the Developer, and the Underwriter are hereby approved. The Mayor and Clerk-Treasurer of the City are hereby authorized and directed to execute and deliver the Loan Agreement, the Indenture, and the Bond Purchase Agreement, substantially in the forms now on file with the Issuer, with such necessary and appropriate omissions, modifications, insertions, and additions as are 3 not materially inconsistent with the form on file with the Issuer, and which are consistent with the Act, as the Assistant City Attorney and Bond Counsel in their discretion shall determine. The execution of the Loan Agreement, the Indenture, and the Bond Purchase Agreement by the appropriate officers of the Issuer with approval of the Assistant City Attorney as to form shall be conclusive evidence of such determination. All of the provisions of the Loan Agreement, the Indenture, and the Bond Purchase 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 herein and shall be in full force and effect from the date of execution and delivery thereof. 5. That the Mayor and Clerk-Treasurer of the City are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including the election required to be made by the Issuer pursuant to Section 103 (b)(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.103-10(b)(2)(vi) of the Regulations promulgated pursuant thereto. 6. That all covenants, stipulations, obligations, and agreements of the Issuer contained in this resolution and the aforementioned documents 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 agreements shall be binding upon the Issuer upon execution and delivery of such documents. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the Issuer or its officers by the provisions of this resolution or of the aforementioned documents to be executed and delivered by the Issuer shall be exercised or performed by the Issuer or by such officers of the Issuer, or such 4 board, body, or agency thereof as in the opinion of the Assistant City Attorney may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the governing body of the Issuer or the City, or any officer, agent or employee of the Issuer or the City in that person's individual capacity, and neither the governing body of the Issuer or the City nor any officer of the Issuer or the City executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 7. That except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer, the Developer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the Developer and any holder from time to time of the Bonds issued under the provisions of this resolution. The Issuer reserves the right to withhold execution and delivery of all such documents in the event the Assistant City Attorney and Bond Counsel are not satisfied as to the form and content of such documents or any other material aspect of the Bonds. 8. That in case any one or more of the provisions of this resolution (except any provision limiting the Issuer's and City's liability under the Bonds), or of the aforementioned documents (except any provision limiting the Issuer's and the City's liability under the Bonds), or of the Bonds issued hereunder (except any 5 provision limiting the Issuer's and the City's liability under the Bonds) 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 Bonds, but this resolution, the aforementioned documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 9. That the Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and 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 Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds, and precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 10. That the officers 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 Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. 11. That the Mayor, or in his absence, his designee, is hereby designated as Issuer Representative for the purpose of taking all actions and doing all things required to be taken or done by the Issuer Representative pursuant to the aforementioned documents. 12. That in the event any of the officers of the Issuer authorized to execute documents on behalf of the Issuer under this resolution shall for any reason 6 be unable to do so, any other officer of the Issuer in the opinion of the Asistant City Attorney, authorized to act for such designated officer is hereby directed and authorized to do so on behalf of the Issuer with the same effect as if executed by the officer authorized to do so in this resolution. 13. All actions of the members, employees, and staff of the governing body heretofore taken in furtherance of the Project are hereby approved, ratified and confirmed. 14. The Mayor and Clerk-Treasurer of the City and other officers of the Issuer are authorized and directed to prepare and furnish with regard to the issuance of the Bonds, certified copies of all proceedings and records of the Issuer relating to the Bonds and such other affidavits and certificates (including but not limited to those required by the Bond Purchase Agreement) as may be required to show the facts relating to the legality, tax exemption, and marketability of the Bonds as such facts appear from the books and records in said 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 Issuer as to the truth of all statements made by the Issuer and contained therein. 15. The Trustee is hereby appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.55, and paying agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.553. The Trustee is hereby directed to accept as additional security for the Bonds such other documents and instruments as shall be provided to it by the Developer. If required the Trustee is hereby authorized to become a party to such documents and instruments and to take all necessary and appropriate actions thereto as required by a party to such documents and instruments. 7 16. The issuance of the Bonds and the transactions contemplated thereby are hereby found to be consistent with the procedures of the Issuer established for such undertakings and, in the event of any inconsistencies, strict compliance with such procedures is hereby waived. 17. The Issuer hereby authorizes the Mayor and Clerk-Treasurer of the City to consent to the circulation of the Preliminary Official Statement and the Official Statement to be prepared by the Underwriter in connection with the sale and delivery of the Bonds, which shall be in substantially the form on file with the Issuer on the date hereof, with such variations, omissions and additions as may be acceptable to the Mayor and Clerk-Treasurer. Adopted in session of the City Council of the City of Shakopee, Minnesota, held this day of 1985 . Mayor of the City of Shakopee ATTEST: City Clerk Approved as to form this day of 1985 . City Attorney 8 MEMO TO: John K. Anderson, CityAdministrator FROM: Judith S. Cox, City Clerk RE: Final Approval of $3,500,000 Multifamily Rental Housing Revenue Bonds- Scottland Inc. DATE: December 20, 1985 Introduction and Background: The attached resolution gives final approval of the issuance of $3,500,000 Multifamily Rental Housing Revenue Bonds for Scottland Inc. for construction of a 90 unit apartment complex to be located at Shakopee Avenue and Marschall Road. All of the legal documents which must be signed by the city for the closing have been forwarded to Mr. Krass, Asst. City Attorney for his review. Copies are on file in my office if anyone wishes to review them. Mr. Krass will be reviewing the documents prior to Monday's meeting and assuming that everything will be in order, Council may consider adopting the final resolution. Action Recommended: Offer Resolution No. 2499 and move its adoption. jc eesok4ioo OrJ CITY OF SHAKOPEE, MINNESOTA RESOLUTION NO. 2499 Authorizing the issuance of the City of Shakopee, Minnesota, $3,500,000 Multifamily Housing Revenue Bonds (Riva Ridge Apartments Project), Series 1985. WHEREAS, the City of Shakopee (the "City") is a statutory city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended (the "Acts"), 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 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, to provide a means of financing the cost of a housing development that will provide decent, safe and sanitary housing for low and moderate income residents of the City at rents they can afford, and further to provide for and promote the public health, safety, morals and welfare and to provide for efficient and well-planned urban growth and development, including the elimination and prevention of potential urban blight, and the proper coordination of industrial facilities with public services, mass transportation and multifamily housing developments; which constitute valid public purposes for the issuance of revenue bonds under the Acts, the City has developed a program (the "Program") with respect to the issuance by the City of its revenue bonds pursuant to the Acts to finance the acquisition and preparation of a site and the construction of a multifamily housing development located in the City and containing approximately 92 units (the "Project"); and WHEREAS, the City developed a Housing Plan pursuant to and in conformity with the Acts and adopted the Housing Plan after a public hearing thereon after one publication of notice in a newspaper circulating generally in the City; and WHEREAS, the Housing Plan was submitted to the Metropolitan Council, which reviewed the Housing Plan and forwarded its comments to the City which comments were reviewed and discussed by the City; and WHEREAS, the Program, an individual component of the Housing Plan pursuant to which the issuance of the housing revenue bonds of the City was proposed, was developed by the City and made a part of the Housing Plan; and WHEREAS, the City Council of the City adopted the Program by the passage of Resolution Number 85-2461 on October 22, 1985; and -1- WHEREAS, the Acts require review of the Program by the Minnesota Housing Finance Agency (the "Agency"), and the Program was submitted for such purpose; and WHEREAS, the Agency did not reject the Program within thirty (30) days from the submission of a completed application to the Agency; and WHEREAS, pursuant to the Acts and the Indenture, the City proposes to undertake the Program and for the financing thereof, to authorize, issue and sell its housing revenue bonds, described below (the "Bonds"); and WHEREAS, neither the State of Minnesota nor any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of the State of Minnesota or any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged in the Indenture), and in any event shall not give rise to a charge against the credit or taxing power of the City, the State of Minnesota, or any political subdivision thereof; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA: Section 1. The City 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 which is affordable to persons and families of low or moderate income, that accomplishing this is a public purpose, and that many would-be providers of housing units in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit because the mortgage credit market is severely restricted. The City Council also hereby finds, determines and declares that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis-St. Paul Standard Metropolitan Statistical Area and that 20 percent of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of 80 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the :Minneapolis-St. Paul Standard Metropolitan Statistical Area. Section 2. The City Council of the City further finds, determines, and declares that it is in the best interest of the City that it (1) issue its 'Multifamily Housing Revenue Bonds (Riva Ridge Apartments Project), Series 1985 in an aggregate principal amount not exceeding $3,500,000 (the "Bonds" or "Series 1985 Bonds"), (2) provide for the use of the Series 1985 Bond proceeds by the City to make a loan (the "Loan") to Riva Ridge Partnership, a :Minnesota Partnership (the "Developer") in accordance with the provisions of a Loan Agreement by and between the Developer and the City (the "Loan Agreement") and (3) to provide for disbursement of the Loan pursuant to the terms of an Indenture of Trust dated as of December , 1985 (the "Indenture") by and between the City and First Trust Company, Inc., as trustee (the "Trustee"), all pursuant to the Program in order to provide affordable housing to persons and families of low and moderate income. -2- Section 3. For the purpose of financing the Program there is hereby authorized the issuance of the Series 1985 Bonds in an amount not exceeding $3,500,000. The Bonds shall be in such principal amount, shall mature, shall bear interest, shall be in such denomination, shall be numbered, shall be dated, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture and the Confidential Offering Memorandum hereinafter referred to. Section 4. The Bonds shall be special obligations of the City payable solely from the revenues of the Program and other amounts included in or derived from the trust estate described in the Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. The City Council of the City hereby authorizes and directs the Mayor of the City (the "Mayor"), the City Administrator (the "City Administrator") and the Cit Clerk (the "City Clerk") to execute, on behalf of and under the corporate seal of the City, the Indenture, and to deliver to the Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall set forth the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee. All of the provisions of the Indenture, 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 Indenture shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the transaction and as the 'Mayor, City Administrator and City Clerk, in their discretion, shall determine, including, without limitation, a reduction in some or all of the rates of interest for the various maturities; provided that the execution thereof by the Mayor, City Administrator and City Clerk shall be conclusive evidence of such determination. Section 5. The Mayor, the City Administrator and City Clerk are hereby authorized and directed to accept the offer of Miller & Schroeder Financial, Inc. (the "Underwriter") contained in the Bond Purchase and Remarketing Agreement (the "Agreement" or "Underwriting Agreement") and to execute such Agreement on behalf of the City under the corporate seal of the City, and to deliver such Agreement to the Underwriter. All of the provisions of the Underwriting 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 Underwriting Agreement shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. -3- Section 6. The Mayor, City Administrator and City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement and, when executed and delivered as authorized herein, the Loan Agreement 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 on the date hereof, and is hereby approved, with such necessary variations, omissions and insertions as do not materially affect the substance of the transaction and as the :Mayor, City Administrator and City Clerk, in their discretion, shall determine; provided that the execution thereof by the Mayor, City Administrator and City Clerk shall be conclusive evidence of such determination. Section 7. The Mayor, City Administrator and City Clerk are hereby authorized and directed to execute and deliver the Regulatory Agreement (the "Regulatory Agreement") between the City and the Developer and, when executed and delivered as authorized herein, the Regulatory Agreement 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 on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor, City Administrator and City Clerk, in their discretion, shall determine; provided that the execution thereof by the Mayor, City Administrator and City Clerk shall be conclusive evidence of such determination. Section 8. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, Loan Agreement, Regulatory Agreement, the Underwriting Agreement or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, 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 City Council by the provisions of this resolution or of the Indenture, the Loan Agreement, the Regulatory Agreement, the Underwriting Agreement or other documents referred to above shall be exercised or performed by the City, or by such members, officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture, the Loan Agreement, the Regulatory Agreement, the Underwriting Agreement or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the City in that person's individual capacity, and neither the members of the City Council of the City nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Indenture, the Loan Agreement, the Regulatory Agreement, the Underwriting Agreement, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general obligation of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants -4- and representations set forth in the Indenture, the Loan Agreement, the Regulatory Agreement, the Underwriting Agreement, the Bonds or in any other document related to the Bonds, the City has not obligated itself to pay or remit any funds or revenues, other than the trust estate described in the Indenture. Section 9. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the holders of the Bonds, the Trustee, and the Developer to the extent expressly provided in the Indenture, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Developer to the extent expressly provided in the Indenture. Section 10. In case any one or more of the provisions of this resolution or of the Indenture or of the Bonds 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 Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of all revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other monies, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate and apart from the Indenture. Section 11. The City Council of the City, officers of the City, and attorneys 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 Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 12. The City hereby consents to the distribution of the Confidential Offering Memorandum, relating to the Bonds, substantially in the form on file with the City Administrator on the date hereof, and ratifies the distribution thereof by the Underwriter. The City hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Confidential Offering Memorandum, substantially in the form on file with the City; provided that the Mayor may consent to such variations, omissions, and insertions as are not materially inconsistent with the form on file with the City on the date hereof. The Confidential Offering Memorandum is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. -5- Section 13. The Mayor, City Administrator and City Clerk are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Underwriting 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 Bonds, the Indenture or the other 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; and the Mayor, the City Administrator and City Clerk are hereby designated as Officers of the City for the purposes of executing the Officer's Certificate and the Arbitrage Certificate; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Section 14. If for any reason the :Mayor of the City is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the City may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the City Administrator of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any other officer of the City or member of the City Council with the same force and effect if such documents were executed and delivered by the City Manager of the City. Section 15. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, the Regulatory Agreement, or the Underwriting Agreement or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Developer or reimbursed by the Developer to the City. Section 16. This resolution shall be in full force and effect from and after its passage. -6- Adopted by the City Council December , 1985. Mayor City Administrator ATTEST: City Clerk Action on above resolution: Motion for adoption: Seconded by: Voted in favor: Voted against: Abstained: Absent: Resolution adopted. -7- 3 MEMO TO: John K. Anderson, City Administrator FROM: Judith S. Cox, City Clerk RE: $3 , 500 , 000 Multifamily Housing Revenue Bonds DATE: December 23 , 1985 On October 22nd Council approved the exterior materials for Canterbury Apartments I consisting of stucco, Reynolds or Alcoa horizontal aluminum lap ( 8" in width with a double 4" exposure) siding with a 50 year warranty, and cedar or redwood time, as detailed in the letter dated October 16 , 1985 from Laverne Hanson, Jr. , Vice President of Arvid Elness . In insure their use, staff recommends that the following motion be made after adopting Res. No. 2499: move that the issuance of a building permit for the Scottland Riva Ridge Apartments be contingent upon the use of exterior materials as approved by the Council at their meeting on October 22 , 1985 . JSC/jms