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HomeMy WebLinkAboutResolution 3096 Arcadia Gardens bonds - authorize signatures CERTIFICA TE AS TO RESOLUTION AND ADOPTING VOTE t the undersigned, being the duly qualified and acting recording officer of The City of Bozeman, Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled: "RESOLUTION RELATING TO MULTIFAMILY HOUSING MORTGAGE REVENUE BONDS (FHA INSURED MORTGAGE LOAN-ARCADIA GARDENS APARTMENTS PROJECT), SERIES 1995; MAKING FINDINGS, AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS AND ESTABLISHING THE SECURITY THEREFOR; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF DOCUMENTS" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Commission of the City at a regular meeting on December 4 , 1995, and that the meeting was duly held by the City Commissioners and was attended throughout by a quorum, pursuant to tall and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Commissioners voted in favor thereof: Commissioners Frost, Youngman, Stiff, Stueck and MayorVince11;rvoted against the same None ; abstained from voting thereon: None , or were absent: None WITNESS my hand and seal officially this 5th day of !Jec;ember, 1995. (SEAL) {J~J~ Clerk of the Commission ..-..,.-- ..---- .--.--..-- . RESOLUTION NO. 3096 RESOLUTION RELATING TO MULTIFAMILY HOUSING MORTGAGE REVENUE BONDS (FHA INSURED MORTGAGE LOAN- ARCADIA GARDENS APARTMENTS PROJECT) SERIES 1995; MAKING FINDINGS, AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS AND ESTABLISHING THE SECURITY THEREFOR; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Commission (the "Commission") of the City of Bozeman, Montana (the "City"), as follows: Section 1. Recitals. 1.01. The City is authorized by Montana Code Annotated, Title 90, Chapter 5, Part 1, as amended (the" Act"), to enter into agreements upon terms the governing body considers advantageous and not in conflict with the provisions of the Act to issue its revenue bonds and sell such bonds at public or private sale in such manner and at such times as may be determined by this body to be most advantageous; and to loan the proceeds of its revenue bonds for the purpose of defraying the cost of acquiring or improving commercial, manufacturing, agricultural or industrial enterprises, recreational or tourist facilities, multifamily housing, hospitals, long-term care facilities or medical facilities, or to refund bonds or notes issued under the Act. Such revenue bonds may be secured by a pledge of the revenues to be derived by the City from a loan agreement with the borrower, by a mortgage on the project and by such other security devices as may be deemed advantageous. Under the provisions of the Act, any bonds so issued by the City shall be limited obligations of the City, and the bonds shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. 1.02. Representatives of Arcadia Gardens Apartments, a Limited Liability Company, organized under the laws of the State of Wyoming and qualified to do business in the State of Montana, formerly "Dickman Apartments, a Limited Liability Company" (the "Borrower") have requested that the City, acting under and pursuant to the Act, issue and sell to institutional or other investors as approved by the Borrower (the "Purchasers") its revenue bonds, in an aggregate principal amount not to exceed $8,195,000, for the purpose of paying part or all of the costs incurred and to be incurred by the Borrower in designing, developing, constructing and equipping a multifamily rental housing development consisting of 160 unit multi-family housing development consisting of 16 two-story, walk-up buildings, clubhouse, rental offices and related improvements (the "Project") which will be - 1 - owned by the Borrower. The Project will be located at the northwest corner of Durston Street and 22nd Avenue in the City. 1.03. The Commission has heretofore called, noticed and conducted a public hearing with respect to the Project and the issuance and sale of bonds therefor, which was noticed and held in compliance with the Act and the Internal Revenue Code of 1986, as amended (the "Code"), and pursuant to Resolution No. 3021, adopted by the Commission on October 18, 1994, the Commission gave preliminary approval to the Project and the issuance of bonds therefor. At the time of the hearing, the Act provided that the term of bonds could not exceed 30 years. The Act was amended effective July I, 1995 to allow bonds to be payable over a term not to exceed 40 years. 1.04. The Borrower currently proposes that the City issue and sell its $8,195,000 City of Bozeman, Montana, Multifamily Housing Mortgage Revenue Bonds (FHA Insured Mortgage Loan-Arcadia Gardens Apartments Project), Series 1995 (the "Bonds"), to make a mortgage loan to the Borrower in an amount approved by the Federal Housing Administration (the "Mortgage Loan"), pursuant to an Indenture of Trust between the City and First Trust National Association (the "Trustee"). The proceeds of the Bonds will be used to finance the Project, to fund an initial deposit to a debt service reserve fund and a mortgage reserve fund to secure payment of the Bonds, and to pay certain costs of issuing the Bonds. $610,000 of the Bonds, bearing interest and maturing on the dates shown on Exhibit A will be sold to Newman & Associates, Denver, Colorado (the "Original Purchaser of the Serial Bonds"). $7,585,000 of the Bonds, bearing interest and maturing on the dates shown on Exhibit B will be sold to the Federal National Mortgage Association (the "Original Purchaser of the Term Bonds). The Original Purchaser of the Serial Bonds and the Original Purchaser of the Term Bonds are collectively referred to as the "Original Purchasers". The Mortgage Loan will be evidenced by a non-recourse Mortgage Note (the "Note"), which will be amortized over 40 years commencing after completion of the Project, and secured by a mortgage (the "Mortgage"), both of which shall be assigned to the Trustee. The Note will be endorsed for insurance (the "Mortgage Insurance") by the Department of Housing and Urban Development ("HUD") acting through the Federal Housing Administration ("FHA") pursuant to provisions of Section 221(d)(4) of the National Housing Act of 1934, as amended (the "National Housing Act") and a commitment for insurance of advances dated as of October 27, 1995 (the "Commitment"). Each advance of moneys to the Borrower will be insured pursuant to Section 221(d)(4) of the National Housing Act and Commitment. The Borrower will acquire, construct and equip the Project pursuant to a Financing Agreement by and between the City, the Trustee and the Borrower, and under the terms of the HUD form of Building Loan Agreement (the "Building Loan Agreement") by and between the Trustee and the Borrower. The Borrower will - 2 - ------..-.- execute the HUD form of Regulatory Agreement (the "FHA Regulatory Agreement") with respect to the Project in order to provide for, among other things, a reserve fund for replacements. The Borrower will also enter into a Tax Regulatory Agreement with the City and the Trustee pursuant to which Borrower will place restrictions on the use of the Project for qualified tenants for the qualified Project, and agree that such covenants shall run with the land. The Bonds would be special, limited obligations of the City payable principally from and secured by the payments to be made by the Borrower and would not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. 1.05. Draft forms of the following documents relating to the Bonds have been prepared and submitted to this Commission, and are hereby directed to be filed with the City Clerk: (a) a Financing Agreement (the "Financing Agreement") to be entered into by and between the City and the Borrower, whereby the City agrees to lend the proceeds of the Bonds to the Borrower and the Borrower agrees to apply the proceeds, and other funds available to it, to pay the costs of the Project, and to repay the loan of such proceeds at times and in amounts sufficient in the aggregate to provide for the prompt and full payment of the principal of, premium, if any, and interest on the Mortgage Loan which will be used to pay principal of, premium, if any, and interest on the Bonds; (b) a Trust Indenture (the "Indenture") to be entered into by and between the City and the Trustee, whereby the terms and conditions for the Bonds are specified, and the City pledges and assigns to the Trustee the Mortgage Loan and the City's interest in and to the Financing Agreement, including all loan repayments thereunder (but excluding the rights of the City to reimbursement of expenses and to indemnification), to secure the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; (c) a Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into by and between the Borrower, the City and the Original Purchasers, whereby the City agrees to sell and the Original Purchasers agree to buy the Bonds on the terms and conditions therein specified; (d) a Tax Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") by and between the City, the Trustee and the Borrower, whereby the Borrower agrees to operate the - 3 - Project as a qualified residential rental project under Section 142(d) of the Code; (e) a Prevailing Wage Agreement (the "Prevailing Wage Agreement") to be entered into by and between the City and the Borrower; (f) a Preliminary Official Statement (the "Preliminary Official Statement") dated November 28, 1995 as amended to the date of this meeting; and (g) a final Official Statement the "Official Statement") in substantially the form of the Preliminary Official Statement presented to the Commission at this meeting and with such other changes therein, if any, as are not inconsistent herewith. Section 2. Findings. It is hereby found, determined and declared that: (a) The Project comprises real and personal properties which are suitable as a multifamily residential housing facility as contemplated by the Act. (b) The issuance of the Bonds to finance the Project will enhance the economic feasibility of the Project and will be a material inducement to the undertaking and completion of the Project by the Borrower. (c) The provision of affordable housing in the City is a priority of the City and the covenants of the Borrower in the Regulatory Agreement regarding the rental of the units in the Project will insure the availability of rental housing for persons of moderate income. (d) The financing of the Project, the issuance and sale of the Bonds, the execution and delivery of the Financing Agreement, the Prevailing Wage Agreement, the Bond Purchase Agreement, the Indenture and the Regulatory Agreement and the performance of all covenants and agreements of the City contained in the Financing Agreement, the Prevailing Wage Agreement, the Bond Purchase Agreement, the Indenture and the Regulatory Agreement and all other acts and things required under the Constitution and laws of the State of Montana to make the Financing Agreement, the Prevailing Wage Agreement, the Bond Purchase Agreement, the Indenture, the Regulatory Agreement and the Bonds valid and binding special, limited obligations of the City in accordance with their terms, are authorized by the Act. -4- - . (e) The issuance and sale of the Bonds and the financing of the Project by the City are in the public interest of the City and its citizens. (f) It is desirable that the Bonds be issued by the City upon the terms set forth in this resolution and the Indenture, under the provisions of which certain of the City's interests in the Financing Agreement and its interests in all loan repayments and the Notes will be assigned and pledged to the Trustee as security for the payment of principal of, interest and redemption premiums on the Bonds. (g) The loan repayments and other amounts to be paid by the Borrower under the Financing Agreement and the Notes are calculated to be sufficient (1) to pay the total principal of, premium, if any, and interest on the Bonds when due, (2) to pay taxes on the Project, and (3) to pay all other costs and expenses of the City in connection with the Project and the issuance of the Bonds; and the Financing Agreement also provides that the Borrower is required to payor cause to be paid all expenses of maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and special assessments levied upon or with respect to the Project and payable during the term of the Financing Agreement. (h) Under the provisions of the Act, and as provided in the Financing Agreement, the Indenture and the Bonds, the Bonds are limited obligations of the City payable solely from loan repayments made by the Borrower and do not constitute a pecuniary liability of the City or a charge against its general credit or taxing powers. Section 3. Authorization and Approval of the Financing Agreement. the Bond Purchase Agreement. the Indenture and the Regulatory Agreement. The Project is hereby approved and the City is hereby authorized to issue the Bonds to defray the costs thereof and to pledge and assign the Financing Agreement and the loan repayments due thereunder, all as provided in the Financing Agreement and the Indenture. The forms of the Financing Agreement, the Indenture, the Bond Purchase Agreement, the Regulatory Agreement and the Bonds referred to in Section 1.05 are approved, subject to such modifications as are deemed appropriate and approved by the City Attorney, Director of Finance and the Mayor, which approval shall be conclusively evidenced by their execution thereof. The Mayor, City Manager and Director of Finance are hereby authorized and directed in the name and on behalf of the City to execute such of the foregoing documents as the City is a party to. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor, City Manager and Director of Finance are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein and therein contemplated. - 5 - . . Section 4. The Bonds. 4.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue its Multifamily Housing Mortgage Revenue Bonds (FHA Insured Mortgage Loan-Arcadia Gardens Apartments Project), Series 1995, dated, as originally issued, as of December I, 1995, in the aggregate principal amount of $8J95,000 in the form and upon the terms set forth in the Indenture and this resolution. The sale of the Bonds upon the terms and conditions set forth in the Bond Purchase Agreement, at the prices which shall be established and agreed upon by the Borrower and the Original Purchasers and approved by the Mayor, City Manager and Director of Finance is hereby approved. 4.02. The Mayor, City Manager and Director of Finance are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. Section 5. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Manager, Director of Finance and the City Attorney. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be executed, may be executed by the acting Mayor and in the absence or disability of the Director of Finance by such officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 6. Authentication of Proceedings. The Mayor, City Manager, Director of Finance and other officers of the City are authorized and directed to furnish to the Trustee and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records 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 of fact contained therein. - 6 - . . Section 7. Expenses. The Borrower shall pay to the City its actual costs and expenses it has incurred and will incur in connection with the issuance of the Bonds. Section 8. Effective Date. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED by the City Commission of the City of Bozeman, Montana, this 4 th day of December , 1995. .. Attest: ()a:t J k Clerk of the Commission (SEAL) - 7 - . EXHIBIT A MATURITY SCHEDULE $610,000 Serial Bonds Maturity Principal Interest Date Amount Rate June 1, 1997 25,000.00 4.50% December I, 1997 30,000.00 4.50% June I, 1998 30,000.00 4.60% December t 1998 30,000.00 4.60% June 1, 1999 30,000.00 4.700,.{, December 1, 1999 30,000.00 4.70% June I, 2000 30,000.00 4.80% December I, 2000 35,000.00 4.80% June I, 2001 30,000.00 4.90% December I, 2001 35,000.00 4.90% June 1,2002 35,000.00 5.00% December I, 2002 35,000.00 5.00% June t 2003 35,000.00 5.10% December I, 2003 40,000.00 5.10% June t 2004 40,000.00 5.25% December I, 2004 40,000.00 5.25% June t 2005 40,000.00 5.40% December 1, 2005 40,000.00 5.40% -. . EXHIBIT B MATURITY SCHEDULE $7,585,000 Term Bonds $1,160,000 6.00% Term Bond Due December 1, 2015 $3,095,0006.10% Term Bond Due December 1, 2028 $3,330,0006.20'10 Term Bond Due December 1, 2035