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HomeMy WebLinkAboutResolution - 2001-95 - MultiFamily Housing & Healthcare Facility Revenue Bonds; Series 2001A and 2001 B; Rolling Hills Project, Series 2001 C, D, E - 06/05/2001 CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2001-95 RESOLUTION RELATING TO MULTIFAMILY HOUSING AND HEALTHCARE FACILITY REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN—ROLLING HILLS PROJECT), SERIES 2001A AND TAXABLE SERIES 2001B;AND MULTIFAMILY HOUSING AND HEALTHCARE FACILITY REVENUE BONDS (ROLLING HILLS PROJECT), SUBORDINATE SERIES 2001C, SERIES 2001D AND SERIES 2001E;AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS AND ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Eden Prairie,Minnesota (the"City"), as follows: SECTION 1. Recitals and Findings 1.01 The City is authorized by Minnesota Statutes, Chapters 462A and 462C, as amended(the"Housing Programs Act"),to issue its revenue bonds to finance a development consisting of a combination of a multifamily housing development, as defined by the Housing Programs Act, and a new or existing health care facility, as defined in Minnesota Statutes, Section 469.153,which revenue bonds shall be payable solely from the revenues of the development or other security pledged therefor. 1.02 SE Rolling Hills,LLC, a Minnesota limited liability company(the`Borrower"), whose members are Shelter Care Foundation, a District of Columbia nonprofit corporation ("Shelter Care"), and the Ebenezer Society, a Minnesota nonprofit organization and 501(c)(3) corporation("Ebenezer")has proposed that the City, acting pursuant to the Housing Programs Act, issue its Multifamily Housing and Healthcare Facility Revenue Bonds (GNMA Collateralized Mortgage Loan—Rolling Hills Project), Series 2001A(the"Series A Bonds"),its Multifamily Housing and Healthcare Facility Revenue Bonds(GNMA Collateralized Mortgage Loan—Rolling Hills Project),Taxable Series 2001B (the"Series B Bonds"),its Multifamily Housing and Healthcare Facility Revenue Bonds (Rolling Hills Project), Subordinate Series 2001 C (the"Series C Bonds),its Multifamily Housing and Healthcare Facility Revenue Bonds (Rolling Hills Project), Subordinate Series 2001D (the"Series D Bonds") and its Multifamily Housing and Healthcare Facility Revenue Bonds (Rolling Hills Project), Subordinate Series 2001E(the"Series E Bonds",together with the Series A Bonds,the Series B Bonds,the Series C Bonds and the Series D Bonds,the"Bonds"),the proceeds of which would be loaned by the City to the Borrower for the purpose of: -2- (a) financing a project consisting of the acquisition, construction and equipping of a 53-unit assisted living facility and 14 Alzheimer units (collectively,the"Assisted Living Facility'), and the acquisition of land and the construction and equipping thereon of a 75-unit multifamily housing facility(the"Housing Facility'), designed and intended for occupancy by elderly persons(the Housing Facility,together with the Assisted Living Facility is referred to herein as the"Project"),to be owned and operated by the Borrower. (b) funding interest on the Series A Bonds and the Series B Bonds (the"Senior Bonds") and the Series C Bonds during construction and a portion of the initial lease-up period; (c) paying a portion of the issuance costs incurred by the Borrower in connection with the issuance and sale of the Bonds; and (d) paying certain development,marketing and administrative costs. 1.03 The City has heretofore developed and adopted a housing plan(the"Housing Plan"). The Borrower has submitted to the City Council a description of an Elderly Housing Program(the"Housing Program")under the Housing Plan,including a description of the proposed Housing Project. 1.04 At a public hearing, duly noticed and held on November 7,2000,in accordance with the Housing Programs Acts and Section 147(f) of the Internal Revenue Code of 1986, as amended(the"Code"), on the proposal to approve the Housing Program and to undertake and finance the Project, all parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal and interested persons were given the opportunity to submit written comments to the City Clerk before the time of the hearing. The Council hereby approves the Housing Program,the Project and the issuance of the Bonds;provided that the approvals given herein are expressly conditioned on the Project receiving all required planning and zoning approvals prior to delivery of the Bonds. SECTION 2. Authorization of Bonds; Approval of Documents 2.01 Findings and Authorization. (a) This Council hereby finds that the issuance and sale of not to exceed $24,000,000 aggregate principal amount of the Bonds to finance all or a portion of the cost of the Project and certain costs incurred in connection with the issuance and sale of the Bonds and certain development,marketing and administrative costs is in the best interest of the City and the City hereby determines to issue and sell such Bonds. (b) The proceeds of the Senior Bonds (the"Senior Loan") and the proceeds of the Series C Bonds,the Series D Bonds and the Series E Bonds (collectively,the "Subordinate Loan")will be lent by the City to the Borrower,in order to finance all or a portion of the cost of the Project and to pay certain costs of issuance of the Bonds. -3- (c) Pursuant to a Financing Agreement(the"Financing Agreement"),with respect to the Senior Bonds,proposed to be made and entered into between the City, the Borrower,Reilly Mortgage Group,Inc., as lender, and U.S.Bank Trust National Association, as trustee(the"Senior Trustee") and joined in by Shelter Care and Ebenezer, a copy of which has been presented to the Council at this meeting and which has been reviewed to the extent deemed necessary,the Borrower will unconditionally agree to repay the Senior Loan made by the City under the Financing Agreement in the amounts and at the times sufficient to make the necessary payments of principal of,premium,if any, and interest on the Senior Bonds,when due. In addition,the Financing Agreement contains provisions relating to the payment by the Borrower of administrative costs of the Senior Trustee,indemnification,insurance and other agreements and covenants which are required by the Act or which are permitted by the Act and which the City and the Borrower deem necessary or desirable for the sale of the Senior Bonds. (d) Pursuant to an Indenture of Trust(the"Indenture"),proposed to be made and entered into between the City and the Senior Trustee, a copy of which has been presented to the Council at this meeting and which has been reviewed to the extent deemed necessary,the City assigns and pledges all of its right,title and interest in the Financing Agreement(other than the right of the City for indemnification and administrative expenses and fees),to the Senior Trustee. In addition,the Indenture, among other things, sets the interest rates,maturity dates and redemption provisions for the Senior Bonds, establishes the various funds and accounts for the deposit and transfer of money and contains other provisions which are required by the Act or which are permitted by the Act and which the City and the Borrower deem necessary or desirable in connection with the sale of the Senior Bonds. (e) Pursuant to a Subordinate Loan Agreement(the"Subordinate Loan Agreement"),with respect to the Subordinate Bonds,proposed to be made and entered into between the City and the Borrower, a copy of which has been presented to the Council at this meeting and which has been reviewed to the extent deemed necessary,the Borrower will unconditionally agree to repay the Subordinate Loan made by the City under the Subordinate Loan Agreement in the amounts and at the times sufficient to make the necessary payments of principal of,premium,if any, and interest on the Subordinate Bonds,when due. In addition,the Subordinate Loan Agreement contains provisions relating to the payment by the Borrower of administrative costs of the Subordinate Trustee(as hereinafter defined),indemnification,insurance and other agreements and covenants which are required by the Act or which are permitted by the Act and which the City and the Borrower deem necessary or desirable for the sale of the Subordinate Bonds. (f) Pursuant to a Subordinate Indenture of Trust(the"Subordinate Indenture"), proposed to be made and entered into between the City and U.S.Bank Trust National Association, as trustee(the"Subordinate Trustee"), a copy of which has been presented to the Council at this meeting and which has been reviewed to the extent deemed necessary,the City assigns and pledges all of its right,title and interest in the Subordinate -4- Loan Agreement(other than the right of the City for indemnification and administrative expenses and fees),to the Subordinate Trustee. In addition,the Subordinate Indenture, among other things, sets the interest rates,maturity dates and redemption provisions for the Subordinate Bonds, establishes the various funds and accounts for the deposit and transfer of money and contains other provisions which are required by the Act or which are permitted by the Act and which the City and the Borrower deem necessary or desirable in connection with the sale of the Subordinate Bonds. (g) Pursuant to a Subordinate Combination Second Mortgage, Security Agreement and Fixture Financing Statement(the"Second Mortgage"),proposed to be executed by the Borrower in favor of the City,the Borrower will grant to the City a mortgage lien on and security interest in the Project to secure the Series C Bonds; (h) Pursuant to an Assignment of Mortgage Agreement(the"Assignment of Second Mortgage"),proposed to be executed by the City in favor of the Trustee,the City will assign its interest in the Second Mortgage to the Subordinate Trustee. (i) Pursuant to a Subordinate Combination Third Mortgage, Security Agreement and Fixture Financing Statement(the"Third Mortgage"),proposed to be executed by the Borrower in favor of the City,the Borrower will grant to the City a mortgage lien on and security interest in the Project to secure the Series D Bonds; 0) Pursuant to an Assignment of Mortgage Agreement(the"Assignment of Third Mortgage"),proposed to be executed by the City in favor of the Trustee,the City will assign its interest in the Third Mortgage to the Subordinate Trustee. (k) Pursuant to a Tax Compliance Agreement(the"Tax Agreement"),proposed to be executed by the City,the Borrower and the Trustee(in its capacity as both Senior Trustee and Subordinate Trustee),the City will make certain representations and covenants with respect to the Bonds. (1) The Bonds will be special limited obligations of the City payable solely from amounts payable by the Borrower under the Financing Agreement and the Subordinate Loan Agreement, other than to the extent payable from the proceeds of the Bonds. The Bonds shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof,nor shall the City be subject to any liability thereon. No holder or holders of any Bond shall ever have the right to compel any exercise of the taxing power of the City to pay any such Bond or the interest thereon,nor to enforce payment thereof against any property of the City except the Financing Agreement,the Subordinate Loan Agreement,the Assignment of Second Mortgage and the Assignment of Third Mortgage. The Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. (m) The Bonds will be purchased from the City by Dain Rauscher Incorporated (the"Underwriters")pursuant to two Bond Purchase Agreements (the`Bond Purchase -5- Agreements")between the City,the Borrower and the Underwriters, copies of which have been presented to the Council at this meeting and which have been reviewed to the extent deemed necessary. (n) A draft of a Preliminary Official Statement,related to the Bonds,has been presented to the Council at this meeting and has been reviewed to the extent deemed necessary. The Preliminary Official Statement will be distributed by the Underwriters to potential purchasers of the Bonds. 2.02 In order to provide for the financing of all or a portion of the costs of the Project, the City hereby authorizes the issuance of the Bonds in an aggregate principal amount not exceeding$24,000,000. The final aggregate principal amount,the purchase price,the maturity schedule,the provisions for prepayment and redemption of the Bonds prior to their stated maturity, and the interest rates of the Bonds, shall be approved by the Mayor and the City Manager, and shall be set forth in the Indenture,the Subordinate Indenture and the Bond Purchase Agreements. Such approval shall be conclusively evidenced by the execution of the Bond Purchase Agreements as provided herein. 2.03 Each Bond shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and the City Manager. The Trustee is hereby designated as authenticating agent pursuant to Minnesota Statutes, Section 475.55. If any of the officers who shall have signed or sealed any of the Bonds shall cease to be such officers of the City before the Bonds so signed and sealed shall have been actually authenticated by the Trustee or delivered by the City, such Bonds nevertheless may be authenticated,issued and delivered with the same force and effect as though the person or persons who signed or sealed such Bonds had not ceased to be such officer or officers of the City. 2.04 The Indenture,the Subordinate Indenture,the Financing Agreement,the Subordinate Loan Agreement,the Assignment of Second Mortgage and the Assignment of Third Mortgage(collectively,the"Documents") are hereby made a part of this Resolution as fully as though set forth in full herein and are hereby approved in the form submitted to this meeting, and the Mayor and City Manager are hereby'authorized and directed to execute, aclmowledge and deliver the Documents on behalf of the City with such changes, insertions and omissions therein as do not change the substance of the Documents and as may be approved by the Mayor and City Manager, such approval to be evidenced conclusively by their execution of the Documents. 2.05 The City hereby consents to the distribution by the Underwriters to potential purchasers of the Bonds of the Preliminary Official Statement, and the distribution by the Underwriters of an official statement to purchasers of the Bonds in substantially the form of the Preliminary Official Statement. The City has not and will not participate in the preparation of the Preliminary Official Statement and has made no independent investigation with respect to the information contained therein or in the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy or completeness of such information. To satisfy the requirements of Rule 15c2-12 of the Securities Exchange Commission("Rule 15c2-12"),the -6- City hereby deems the Preliminary Official Statement to be final as of its date, except for the omission of no more than the information specified in Rule 15c2-12. The City also consents to the preparation and distribution to financial institutions and accredited investors of a Private Placement Memorandum relating to the Series C Bonds. 2.06 The Bond Purchase Agreements are hereby made a part of this Resolution as fully as though set forth in full herein and are hereby approved in the form submitted to this meeting and,upon the execution of the Bond Purchase Agreements by the Borrower and the Underwriters,the Mayor and City Manager are hereby authorized and directed to execute the Bond Purchase Agreements on behalf of the City,with such further changes,insertions or omissions therein as do not change the substance of the Bond Purchase Agreements and as may be approved by the Mayor and City Manager, such approval to be evidenced conclusively by their execution of the Bond Purchase Agreements. 2.07 The Mayor and City Manager and all other officers of the City are hereby authorized and directed to execute and deliver all other documents which may be required under the terms of the Documents or the Bond Purchase Agreements, and to take such other action as may be required or appropriate for the performance of the duties imposed thereby or to carry out the purposes thereof. In the absence or disability of the Mayor,the City Manager or any other officer of the City named in any instrument to be executed on behalf of the City in connection with the issuance of the Bonds,the acting Mayor,Assistant City Manager or other officer may execute such instrument. The execution of any instrument by an officer of the City shall be conclusive evidence of its approval. The City Manager is hereby designated for all purposes of the Documents and the Bond Purchase Agreements as the City official authorized to execute on behalf of the City certificates,requests or consents as provided in the Documents and the Bond Purchase Agreements. SECTION 3. Tax Matters The City recognizes its obligation to comply with the provisions of Section 148(f) of the Code relating to the rebate of certain amounts to the United States, and covenants that it will take or refrain from any actions,the result of which would be to cause the interest on the Series A Bonds,the Series C Bonds,the Series D Bonds and the Series E Bonds to become subject to federal income taxation as a result of the failure to comply with Section 148(f) of the Code and applicable Treasury Regulations. The City,by the Financing Agreement and the Subordinate Loan Agreement,has obligated the Borrower to take all actions necessary to comply with the rebate requirement, including making or causing to be made the computations of rebate or penalty amounts and paying the costs of computing any such rebate or penalty amounts. -7- Passed and adopted this fifth day of Jun , 001. /TLan L.Harris,Mayor Attest: Ka een Porta, City Clerk -8- The motion for the adoption of the foregoing resolution was duly seconded by Member 1122r1 and, upon vote being taken thereon, the following voted in favor thereof. �*rrI5 .3L ,,- IfjSP )VOS Inow /At and the following voted against the same: whereupon the resolution was declared duly passed and adopted and was signed by the Mayor, whose signature was attested by the City Clerk. -9- CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I,the undersigned,being the duly qualified and acting recording officer of the City of Eden Prairie,Minnesota(the"City"),hereby certify that the attached resolution is a true copy of Resolution No. 2001-95, entitled: "RESOLUTION RELATING TO MULTIFAMILY HOUSING AND HEALTHCARE FACILITY REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN—ROLLING HILLS PROJECT), SERIES 2001A AND TAXABLE SERIES 2001B;AND MULTIFAMILY HOUSING AND HEALTHCARE FACILITY REVENUE BONDS (ROLLING HILLS PROJECT), SUBORDINATE SERIES 2001C, SERIES 2001D AND SERIES 2001E;AUTHORIZING THE SALE AND ISSUANCE OF THE BONDS AND ESTABLISHING THE SECURITY THEREFOR 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 Council of the City at a meeting on June 5,2001, and that the meeting was duly held by the City Council and was attended throughout by a quorum,pursuant to call 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 follows g Councilmembers voted in favor thereof: Ikt rls sL�,/fer ra4? ;voted against the same: ; abstained from voting thereon: ; or were absent: WITNESS my hand officially this 5th day of June,2001. Kat en orta,' City Clerk