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HomeMy WebLinkAboutResolution - 2000-152 - Authorizing the Sale and Issuance of Multifamily Housing Revenue Bonds, Series 2000C and Series 2000D - Lincoln Parc Project - 09/05/2000 CITY OF EDEN PRAIRIE ]HENNEPIN COUNTY,NIINNESOTA RESOLUTION NO.2000-152 RESOLUTION RELATING TO MULTIFAMILY HOUSING REVENUE BONDS (LINCOLN PARC PROJECT), SUBORDINATE SERIES 2000C AND SERIES 2000D; 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. 1.01. By the provisions of Minnesota Statutes, Chapters 462A and 462C, as amended (the"Act"),the City is authorized to issue and sell revenue bonds or obligations to make or purchase loans to finance multifamily housing developments and incidental facilitieswithin its boundaries. 1.02. It has been proposed that the City issue its Multifamily Housing Revenue Bonds (Lincoln Pare Project), Subordinate Series 2000C (the"Series 2000C Bonds") and its Multifamily Housing Revenue Bonds(Lincoln Parc Project), Subordinate Series 2000D (the "Series 2000D Bonds" and,together with the Series 2000C Bonds,the`Bonds"),in the aggregate principal amount of$3,235,000 and loan the proceeds to Lincoln Parc Apartments, LLC, a Minnesota limited liability company(the`Borrower")which funds,together with the proceeds of the City's Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan—Lincoln Parc Project), Series 2000A and Taxable Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan—Lincoln Parc Project), Series 2000B (the"Senior Bonds")proposed to be issued concurrently with the Bonds,will be used to finance the acquisition, construction and equipping of a 186-unit multifamily rental housing facility and incidental facilities, consisting of an approximately 20,000 square foot commercial office/retail facility, located in the City(the"Project"). The Project will be owned by the Borrower. 1.03. The City will grant a security interest in certain revenues and payments to be received by the City under the Subordinate Loan Agreement(as hereinafter defined)to the Trustee (as hereinafter defined). The Series 2000C Bonds will be secured by the provisions of a Subordinate Combination Mortgage, Security Agreement and Fixture Financing Statement made by the Borrower in favor of the Trustee(the"Subordinate Mortgage). 1.04. Draft forms of the following documents relating to the Bonds have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Subordinate Loan Agreement(the"Subordinate Loan Agreement"), proposed to be entered into by the City and the Borrower; (b) a Subordinate Indenture of Trust(the"Subordinate Indenture"),proposed to be entered into by the City and the Trustee,relating to the Bonds; and (c) the Subordinate Mortgage. Section 2. Findings. It is hereby found, determined and declared that: (a) The financing of the Project and the issuance and sale of the Bonds would further the housing policies and goals set forth in the Housing Program adopted by the City in connection with the issuance of the Bonds and the Senior Bonds. (b) The execution and delivery of the Subordinate Loan Agreement,the Subordinate Indenture and the Subordinate Mortgage(the`Bond Documents") and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations in accordance with their terms, are authorized by the Act. (c) It is desirable that the Bonds be issued by the City upon the terms set forth in this resolution and the Subordinate Indenture,under the provisions of which the City grants to the Trustee under the Subordinate Indenture a security interest in certain revenues and payments to be received by the City under the Subordinate Loan Agreement as security for the payment of the principal of,premium,if any, and interest on the Bonds. (d) The payments required to be made to the Trustee pursuant to the Subordinate Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Subordinate Indenture when due; and the Subordinate Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and 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 all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Subordinate Loan Agreement. -2- (e) The execution and delivery of the Bond Documents will not conflict with, or constitute on the part of the City a breach of or a default under, any existing agreement, indenture,mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound. (f) No litigation is pending or,to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds,or otherwise questioning the validity of the Bonds or the execution, delivery or validity of the Bond Documents or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Borrower. (g) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Bond Documents. (h) No member of the governing body or other officer or employee of the City is directly or indirectly interested in the transactions contemplated by the Bond Documents or the Bonds or any related documents or any contract, agreement or job hereby contemplated to be entered into or undertaken. Section 3. Authorization and Approval of Documents. The City is hereby authorized to issue the Bonds to provide funds,to be used,with other available funds,to finance certain costs of the Project and pay costs of issuance of the Bonds, and to pledge and assign the Subordinate Loan Agreement and the loan repayments due thereunder, all as provided in the Subordinate Loan Agreement and the Subordinate Indenture. It is acknowledged that the purchase price of the Bonds,the principal amount of the Bonds,the maturity schedule of the Bonds,the provisions for redemption of the Bonds and the interest rates on the Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Subordinate Indenture or the Subordinate Loan Agreement. The Mayor or,in the event of his absence or disability,the City Manager is hereby authorized to approve: (1)the purchase price of the Bonds; (2)the principal amount of the Bonds (as hereinafter defined);provided that the aggregate principal amount of the Bonds is not in excess of$3,235,000; and provided further that the Subordinate Indenture, as finally executed, shall allocate such principal amount between the Series 2000C Bonds and the Series 2000D Bonds in amounts approved by the Borrower; (3)the maturity schedule of the Bonds;provided that the Bonds mature at any time or times in such amount or amounts no later than January 20,2042; (4)the provisions for redemption of the -3- Bonds; and(5)the interest rates on the Bonds;provided that the weighted average interest rate on the Bonds shall not exceed 9.00%per annum. The approval of such officer of the terms of the Bonds shall be conclusively presumed by the execution of the Subordinate Indenture by authorized officers of the City. The forms of the Bond Documents and the Bonds referred to in Section 1.04 are approved, subject to such modifications as are deemed appropriate and approved by the City Attorney and the Mayor,within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Bond Documents by the Mayor and the City Manager. The Subordinate Loan Agreement as so approved is directed to be executed in the name and on behalf of the City by the Mayor and City Manager upon execution thereof by the Borrower. The Subordinate Indenture as so approved is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and delivered to the Trustee. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor,the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 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 Bonds in two series to be designated"Multifamily Housing Revenue Bonds (Lincoln Parc Project), Subordinate Series 2000C" and"Multifamily Housing Revenue Bonds (Lincoln Pare Project), Subordinate Series 2000D",respectively, in the form and upon the terms set forth in the Subordinate Indenture or established pursuant to this resolution. 4.02. The Mayor and the City Manager are authorized and"directed to prepare and execute the Bonds as prescribed herein:and in the Subordinate Indenture and to deliver them to the Trustee,together with a certified copy of this resolution,the other documents required in the Subordinate Indenture, and such other certificates,documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 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 Attorney and the City Manager prior to the execution of the documents. 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 -4- 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 City Manager 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,the City Manager,the City Clerk and other officers of the City are authorized and directed to furnish to the Placement Agent 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. Section 7. Limitations of the City s Obligations. Notwithstanding anything contained in the Bonds or the Bond Documents,the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds of the City other than the revenues specifically pledged to the payment thereof pursuant to the Bond Documents, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the premium,if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City which have been pledged to the payment thereof pursuant to the Bond Documents. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds or the Bond Documents shall be subject at all times to the availability of the revenues furnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. Passed this•5th day of September,200 . an L.Harris,Mayor Attest: Katlicen Aorta, City Clerk -5-