Loading...
HomeMy WebLinkAboutResolution - 89-213 - Sale of $5,985,000 Housing Bonds (Sterling Ponds) Prairie Village Apartments - 10/03/1989 BEFORE THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE STATE OF MINNESOTA RESOLUTION NO A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF' MULTIFAMILY HOUSING REVENUE BONDS (STERLING PONDS PROJECT) SERIES 1989A AND SERIES 1989B; AUTHORIZING THE EXECUTION AND DELIVERY BY THE ISSUER OF A LOAN AGREEMENT, BOND PURCHASE AGREEMENT, REGULATORY AGREEMENT AND TRUST INDENTURE AND CLOSING DOCUMENTS IN CONNECTION THEREWITH; AND APPROVING THE FORM OF CERTAIN ANCILLARY DOCUMENTS WHEREAS, the City of Eden Prairie, Minnesota (the "Issuer") is a municipal corporation and political subdivision, organized and existing under the Constitution and laws of the State of Minnesota (the "State") ; and WHEREAS, pursuant to and in accordance with the provisions of Minnesota Statutes, Chapter 462C, as amended (the "Act") , at the request of Prairie Village Limited Partnership, a Minnesota limited ' partnership (the "Company") , the Issuer proposes to issue its Multifamily Housing Revenue Bonds (Sterling Ponds Project) Series 1989A in the aggregate principal amount of $5 , 490 , 000 (the "Series A Bonds") and its Multifamily Housing Revenue Bands (Sterling Ponds Project) Series 1989E in the aggregate principal amount of $495 , 000 (the "Series B Bonds") (collectively the Series A Bonds and Series B Bonds being referred to herein as the "Bonds") ; and WHEREAS, the Issuer proposes to loan the proceeds of the Bonds to the Company for the purpose of paying in part the cost of financing, acquiring, constructing, improving and equipping the hereinafter defined Project, including the payment of interest on the Bonds for no longer than one year, funding a reserve and paying certain other costs in connection therewith; and WHEREAS, the Project shall consist of an approximately 112-unit multifamily housing rental project to be initially owned by the Owner and to be located within the corporate boundaries of the Issuer (the "Project") ; and WHEREAS , issuance of the Bonds for the development of the Project will be in furtherance of the purposes of the Act; and WHEREAS , pursuant to the Act and Section 147 (f) of the Internal Revenue Code of 1986, as amended (the "Code") , a public hearing with respect to the Project and the issuance of the Bonds in the principal amount of $5, 750, 000 was held on December 13 , 1988 , after proper publication of notice thereof, in accordance with the requirements of the Act and the Code; and WHEREAS, the Issuer has been advised by the Company that costs associated with development of the Project have unexpectedly �. increased since the aforementioned public hearing date and has requested that the Issuer increase the principal amount of the proposed Bond issue .from $5, 750, 000 to an aggregate amount of $5, 985 , 000 ; and WHEREAS , such increase is in an amount equal to less than ten percent ( 10%) of the amount originally approved at the aforementioned public hearing by the Issuer; and WHEREAS, there have been presented to this City Council of the Issuer: (a) the proposed form of Loan Agreement dated as of October 1, 1989 (the "Loan Agreement") between the Issuer and the Company; (b) the proposed form of Promissory Note dated as of October 1, 1989 (the "Note") from the Company to the Issuer; (c) the proposed �, 2 form of Trust Indenture dated as of October 1, 1989 (the 10Indenture") between the Issuer and National City Bank of Minneapolis, as trustee (the "Trustee") ; (d) the proposed form of Regulatory Agreement ( the "Regulatory Agreement" ) dated as of October 1, 1989 among the Issuer, the Company and the Trustee named therein; (e) the proposed form of Mortgage, Assignment of Rents and Security Agreement dated as of October 1, 1989 from the Company to the Trustee; (f) a form of final Official Statement relating to the Bonds (the "Official Statement") ; and (g) the proposed form of Bond Purchase Agreement (the "Bond Purchase Agreement" ) among the Issuer, the Company and Dain Bosworth Incorporated (the "Original Purchaser") ; NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, nINNESOTA THAT: Section 1. The Issuer shall_ provide the loan to the Company pursuant to the Loan Agreement by deposit of the proceeds of the Bonds with the Trustee , which proceeds will be disbursed by the Trustee in accordance with the provisions and conditions of the Indenture and Loan Agreement. Section 2 . Subject to the receipt by the Issuer at the time of delivery of the Bonds of the approving legal opinion of Leonard, Street and Deinard, as Bond Counsel, in a form acceptable to the Issuer, the issuance of the Bonds in substantially the form set forth in the Indenture is hereby authorized and approved, subject to the following: 3 (a) The Series A Bonds shall be in the aggregate principal y amount of $5 , 490 , 000 and the Series B Bonds shall be in the aggregate principal amount of $495, 000 or such amount as may be hereafter approved by Bond Counsel to further the tax exempt status of such Bonds . The Bonds shall mature, subject to prior redemption, as provided in the Indenture . (b) The Series A Bonds shall be in registered form and bear interest from the date of delivery to the Original Purchaser at the rate of 10 . 0% per annum payable semiannually. The Series B Bonds shall be in registered form and bear interest from the date of delivery to the Original Purchaser at the rate of. 10. 25% per annum, compounded semiannually, and payable with respect to any i principal of the Series B Bonds when such principal is paid. (c) The Bonds shall be originally dated as of the date of delivery to the Original Purchaser. (d) The Bonds shall be subject to redemption as provided in the Indenture and the forms of the Bonds . (e) The Bonds shall be sold to the Original Purchaser in a private sale for the purchase price set forth in the Bond Purchase Agreement. Section 3 . The forms and provisions of the Loan Agreement, the Note, the Indenture, the Regulatory Agreement, and the Bond Purchase Agreement be, and they hereby are approved and the Issuer 4 'f shall enter into the Loan Agreement, the Indenture, the Regulatory Agreement and the Bond Purchase Agreement substantially in the form of each of such documents presented to this meeting, but with such changes therein as the officer or officers of the Issuer executing such documents shall approve, such execution being deemed conclusive of such approval of any such changes, and the Mayor and the City Manager are hereby authorized and directed to execute and deliver such documents and the City Clerk is (to the extent required by the forms of such documents) hereby authorized and directed at the request of Bond Counsel to affix the seal of the City of Eden Prairie, Minnesota to attest to such documents. Section g . The forms, terms and provisions of the Bonds, in substantially the forms contained in the Indenture, be and they hereby are approved; and the Mayor and City Manager of the Issuer are hereby authorized and directed to execute the Bonds, the City Clerk of the Issuer is hereby authorized and directed to attest the Bonds and each is authorized to deliver the Bonds in the forms contained in the Indenture, but with such changes therein as the officer of the Issuer executing the Bonds shall approve, the execution thereof being deemed conclusive of his or her approval of any such changes. The seal of the Issuer is hereby authorized and directed to be affixed to or imprinted on the Bonds. The signatures of the Mayor, City Manager and City Clerk and the seal to be affixed on the Bonds may be facsimiles . Section 5. The distribution of the Official Statement in substantially the form presented for this meeting, with such 5 changes and completions thereof deemed necessary by the Original 3 Purchaser and its counsel which do not create, state or suggest any liability or obligation of the Issuer not contained in the Bonds, the Indenture, the Loan Agreement or the Regulatory Agreement is hereby authorized; provided however that it should be understood that the Issuer hereby disclaims any liability or responsibility for the accuracy or completeness of the Official Statement. Section 6 . National City Bank of Minneapolis in the city of Minneapolis, Minnesota is hereby appointed as the initial trustee, registrar, authenticating agent and paying agent for the Bonds . Section 7 . The officers of the Issuer are hereby authorized and directed to execute in the name and behalf of the Issuer any other documents and certificates necessary to the transaction described above and copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided in the Loan Agreement and Indenture. The Mayor, City Manager, City Clerk and other officers of. the Issuer are further authorized and directed to prepare and furnish to the Original Purchaser and Bond Counsel certified copies of all proceedings and records of the Issuer relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers ' custody and control or as otherwise known to them. Section 8 . The Bonds, together with interest payable thereon, are special, limited obligations of the Issuer payable solely as 6 provided in the Indenture. The Bonds and the interest payable thereon shall never constitute the debt or indebtedness of the �. Issuer or the State or any political subdivision thereof within the meaning of any provision or limitation of the Constitution or statutes of the State, nor shall anything contained in this Resolution or in the Bonds, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement or the Indenture or any other instrument constitute or give rise to a pecuniary liability of, or a charge against the general credit or taxing power of, the Issuer, nor shall the breach of any agreement contained in this Resolution, or any of the above-mentioned documents or instruments, impose any pecuniary liability upon the Issuer or a charge upon the general credit or taxing power of the Issuer. Section 9 . If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not effect any of the remaining provisions of this Resolution. t Adopted: October , 1989 Mayor t / t U) )A) C:it anager { Attest : c City Clerk '6�Y( f S;