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HomeMy WebLinkAbout06-307 OCTOBER 24, 2006 06-307 RESOLUTION (CARRIED 7 -0 LOST LAID OVER WITHDRAWN PURPOSE: SUPPORT HOUSING AUTHORITY REVENUE BONDS! MARION MANOR INITIATED BY: CITY ADMINISTRATION A Resolution Relating to City Support for Revenue Bonds to be Issued by the Housing Authority of the City of Oshkosh, Wisconsin in Respect to the Marian Manor Housing Facility WHEREAS, the Housing Authority of the City of Oshkosh, Wisconsin (the "Authority") owns and operates a 121-unit apartment facility for low income disabled and elderly persons located at 600 Merritt Avenue in the City of Oshkosh, Wisconsin (the "City") known as Marian Manor (the "Facility"); and WHEREAS, the City and the Authority have determined that the Facility is in need of substantial renovations and improvements, and that it would be most efficient and in the best interest of the Authority and the City if the Authority were to fund the necessary renovations and improvements, and the retirement of existing indebtedness of the Authority in respect to the Facility, by (i) the creation of a Wisconsin limited liability company in which the Authority is the Managing Member (the "LLC") to acquire ownership of the Facility and sell low income housing tax credits which have been awarded to the Authority for such renovations and improvements and (ii) the issuance of taxable revenue bonds (the "Revenue Bonds") by the Authority in a principal amount not to exceed $3,800,000; and WHEREAS, in order to reduce the Authority's borrowing costs in respect to such Revenue Bonds and enhance the marketability of the Revenue Bonds, the Authority has requested that the City provide its "moral obligation" to support the debt service payment obligations on the Revenue Bonds; and OCTOBER 24, 2006 06-307 RESOLUTION CONTD WHEREAS, the Revenue Bonds shall not be general obligations of the Authority or the City, but shall be revenue obligations of the Authority payable solely from a reserve fund and other trust funds established under the indenture for the Revenue Bonds and (i) prior to transfer of the Facility to the LLC, revenues derived by the Authority from the Facility and (ii) following transfer of the Facility to the LLC, payments made by the LLC to the Authority from revenues derived by the LLC from the Facility; and the Revenue Bonds and the City's support obligation in respect thereto shall not constitute an indebtedness of the City within the meaning of any State constitutional provision or statutory limitation; and WHEREAS, the City desires to support the Authority's efforts to refinance and renovate the Facility as described herein, and is willing to cooperate with the Authority in structuring an agreement pursuant to which the City would incur a moral obligation to support the debt service payment obligations with respect to the Revenue Bonds; and WHEREAS, the Authority has presented this body and the City with proposed documentation in connection with such moral obligation and the Revenue Bonds as follows: (a) a Contribution and Cooperation Agreement (the "Contribution Agreement") to be entered into between the Authority and the City which sets forth the terms and conditions of such moral obligation pledge of the City. (b) a Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into by and among the Authority, the City, the LLC and Robert W. Baird & Co. Incorporated (the "Underwriter") setting forth the terms and conditions on which the Authority will sell and the Underwriter will purchase the Revenue Bonds; (c) a draft of a Preliminary Official Statement (collectively, with a final Official Statement, the "Official Statement") describing the Revenue Bonds and the related financing documents and sources of payment; and (d) a Continuing Disclosure Undertaking (the "Undertaking") setting forth the City's undertaking to provide continuing disclosure of certain financial information and operating data in respect to the City. NOW, THEREFORE, BE IT RESOLVED, by the Common Council of the City of Oshkosh as follows: (1) Approval of the Proiect. The Marion Manor refinancing, renovation and improvement project to be undertaken by the Authority and the LLC is hereby approved. OCTOBER 24, 2006 06-307 RESOLUTION CONTD (2) Approval of Contribution Aqreement. The City shall provide its moral obligation to support the debt service obligations on the Revenue Bonds, and, in order to accomplish the same, the City Manager and the City Clerk are hereby authorized and directed for and in the name of the City to execute and deliver the Contribution Agreement in substantially the form attached hereto as Exhibit A and incorporated herein by this reference, with such insertions therein or corrections thereto as shall be approved by them consistent with this resolution, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. (3) Approval of Undertakinq, Bond Purchase Aqreement and Official Statement. The Undertaking, the Bond Purchase Agreement and the Official Statement, in substantially the respective forms thereof presented to this body, are hereby authorized and approved, and the City Manager, acting alone or together with the City Clerk, is hereby authorized to execute and deliver the Undertaking, the Bond Purchase Agreement and the Official Statement for and on behalf of the City, with such additions or modifications thereto not inconsistent with this resolution as shall be approved by the City Manager (following review by the City Attorney) as evidenced by his execution thereof. (4) General Authorizations. The City Manager and the City Clerk are hereby authorized to execute such other documents and take such other actions as shall be necessary or desirable to accomplish the purposes of this Resolution and to comply with and perform the obligations of the City under the documents referenced herein: APPROVAL OF RESOLUTION BY MAYOR The attached Resolution No. , entitled A RESOLUTION RELATING TO CITY SUPPORT FOR REVENUE BONDS TO BE ISSUED BY THE HOUSING AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN IN RESPECT TO THE MARIAN MANOR HOUSING FACILITY which was adopted by the Common Council of the City of Oshkosh, Wisconsin, on October 24, 2006, is hereby approved. Dated: October 24, 2006. Mayor CERTIFICATIONS BY CLERK I, Pamela R. Ubrig, hereby certify that I am the duly qualified and acting Clerk of the City of Oshkosh, Wisconsin (the "Government Unit"), and as such I have in my possession, or have access to, the complete corporate records of said City and of its Common Council (the "Governing Body") and that attached hereto is a true, correct and complete copy of the resolution (the "Resolution") entitled: A Resolution Relating to City Support for Revenue Bonds to be Issued by the Housing Authority of the City of Oshkosh, Wisconsin in Respect to the Marian Manor Housing Facility I do hereby further certify as follows: 1. MeetinQ Date. On the 24th day of October, 2006 a meeting of the Governing Body was held commencing at 6:00 PM. 2. PostinQ. On the 20th day of October, 2006 (and not less than 24 hours prior to the meeting), I posted or caused to be posted at the Government Unit's offices in Oshkosh, Wisconsin a notice setting forth the time, date, place and subject matter (including specific reference to the Resolution) of said meeting. 3. Notification of Media. On the 20th day of October, 2006 (and not less than 24 hours prior to the meeting), I communicated or caused to be communicated, the time, date, place and subject matter (including specific reference to the Resolution) of said meeting to those news media who have filed a written request for such notice and to the official newspaper of the Government Unit. 4. Open MeetinQ Law Compliance. Said meeting was a regular meeting of the Governing Body that was held in open session in compliance with Subchapter V of Chapter 19 of the Wisconsin Statutes and any other applicable local rules and state statutes. 5. Members Present. Said meeting was duly called to order by the Mayor (the "Presiding Officer"), who chaired the meeting. Upon roll I noted and recorded that there were _ members of the Governing Body present at the meeting, such number being a quorum of the Governing Body. 6. Consideration of and Roll Call Vote on Resolution. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was the Resolution. A proper quorum of the Governing Body was present for the consideration of the Resolution, and each member of the Governing Body had received a copy of the Resolution. All rules of the Governing Body that interfered with the consideration of the Resolution, if any, were suspended by a two-thirds vote of the Governing Body. The Resolution was then introduced, moved and seconded, and after due consideration, upon roll call, of the Governing Body members voted Aye, voted Nay and _ Abstained. 7. Adoption of Resolution. The Resolution was supported by the affirmative vote of a majority of a quorum of the members of the Governing Body in attendance. The Presiding Officer then declared that the Resolution was adopted, and I so recorded it. 8. Approval of PresidinQ Officer. The Resolution was approved by the Presiding Officer on October 24, 2006 and I have so recorded. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Government Unit hereto on this 25th day of October 2006. Pamela R. Ubrig, City Clerk [Seal]