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HomeMy WebLinkAboutTrinity Affordable Housing Corporation-5/11/2015MEMORANDUM OF AGREEMENT STH I MEMORANDUM OF AGREEMENT (hereinafter "Agreement"), made and dated as of , 2015, is between the CITY OF WATERLOO, IOWA, (hereinafter "City") and TRINITY AFFORDABLE HOUSING CORPORATION, an Illinois nonprofit corporation organized and existing under the laws of the State of Illinois (hereinafter, "Borrower"). RECITALS WHEREAS, the City is a political subdivision of the State of Iowa and the City Council (the "Governing Body") is the elected governing body of the City; and WHEREAS, the Public Finance Authority (the "Authority") is a commission organized under and pursuant to the provisions of Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, is authorized to issue tax-exempt, taxable, and tax credit conduit bonds for public and private entities throughout all 50 states and is jointly sponsored by the National Association of Counties, National League of Cities, Wisconsin Counties Association and League of Wisconsin Municipalities (the "Sponsors"); and WHEREAS, Trinity -Ridge Village, LLC, an Iowa limited liability company of which the Borrower is the sole member, has requested that the Authority adopt a plan of financing providing for the issuance of its Public Finance Authority Multifamily Housing Revenue Bonds, Series 2015 (Trinity Affordable Section 8 Assisted Apartments Project) (the `Bonds"), in one or more series from time to time, in an amount not to exceed $25,015,000, and a portion of the proceeds from the sale of the Bonds, not expected to exceed $3,360,000, will be used to fmance and/or refinance the acquisition, rehabilitation, equipping and/or improvement of Ridge Village, a 30 -unit multifamily rental housing facility located at 1261 Downing Court, Waterloo, Iowa, to pay interest on the Bonds, to pay costs of issuance of the Bonds, and/or to fund a debt service reserve fund for the Bonds (the "Project"); and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), prior to their issuance, the Bonds are required to be approved by the "applicable elected representative" of a governmental unit having jurisdiction over the entire area in which the Project is located, after a public hearing held following reasonable public notice; and WHEREAS, pursuant to Section 147(f) of the Code, the Borrower has requested Governing Body, following notice duly given, (the "TEFRA Notice"), to hold a public hearing regarding the financing of the Project and the issuance of the Bonds, and to consider for approval the proposed financing and issuance of the Bonds; and WHEREAS, pursuant to Section 66.0304(11)(a) of the Wisconsin Statutes, prior to their issuance, bonds issued by the Public Finance Authority must be approved by the governing body or highest ranking executive or administrator of the political jurisdiction within whose boundaries the project is to be located; and WHEREAS, the Borrower has requested that the City approve the financing of the Project and the issuance of the Bonds in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Amended and Restated Joint OHSUSA:761590130.2 Exercise of Powers Agreement Relating to the Public Finance Authority, dated as of September 28, 2010 (the "Joint Exercise Agreement") and Section 66.0304(11)(a) of the Wisconsin Statutes; and WHEREAS, representatives of the City, and the City Council, have indicated their willingness to proceed with the public hearing and to consider a resolution for approval of the financing and the issuance of Bonds by the Authority. NOW, THEREFORE, based upon the foregoing premises and the agreements and representations contained herein, it is hereby agreed between the City and Borrower: 1. UNDERTAKINGS ON THE PART OF THE CITY. The City represents, covenants and agrees as follows: (a) That it will cooperate with Borrower in respect of the aforementioned local hearing and approvals in furtherance of the issuance of the Bonds by the Authority and it will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable to evidence the approval of the Bonds and the financing of such portion the Project as aforesaid, all as shall be authorized by law and mutually satisfactory to the City and the Borrower. (b) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 2. UNDERTAKINGS ON THE PART OF THE BORROWER. The Borrower represents, covenants and agrees as follows: (a) It will cooperate with the City in respect of the matters set forth in this Agreement. (b) It will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. GENERAL PROVISIONS. (a) The Borrower agrees that it will reimburse the City for all reasonable and necessary direct out-of-pocket expenses which the City may incur, including but not limited to, legal fees, printing and publication costs and filing fees arising from the execution of this Agreement and the performance, or preparation to perform by the City of its obligations hereunder, or done at the request of the Borrower and pay such other fees as City may reasonably require. (b) All commitments of the City hereof are further subject to the conditions that the City, and its elected and appointed officials, shall in no event incur any liability for any act or omission hereunder, and that the Bonds described herein shall not constitute an indebtedness of the City within the meaning of any constitutional or 2 OHSUSA:761590130.2 statutory provision and shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. (c) Preparation of all resolutions, agreements, instruments, certificates or other documents in final form for adoption and execution shall be the sole responsibility of the Borrower, subject to review of Ahlers & Cooney, P.C., Counsel to the City. (d) The execution of this Agreement by the City is not intended to nor does it create a binding commitment on the part of the City to issue any bonds. (e) The rights and obligations of Borrower may be assigned only with the prior written consent and approval of the City (f) This Agreement may be executed in any number of original counterparts, all of which evidence only one Agreement, and only one of which need be produced for any purpose. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 OHSUSA:761590130.2 [SIGNATURE PAGE TO MEMORANDUM OF AGREEMENT] IN WITNESS WHEREOF the parties hereto have entered into this Memorandum of Agreement by their officers thereunto duly authorized as of the date first referenced above. (Corporate Seal) ATTEST: SUZY OHSUSA:761590130.2 S, City Clerk 4 CITY OF WATERLOO, IOWA By ERNEST G. CLARK, Mayor TRINITY AFFORDABLE HOUSING CORPORATION By Name: Title: