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HomeMy WebLinkAboutResolution - 90-182 - Refinancing Eden Investments Multi-Family Housing Project $2.79 Million - 07/17/1990 Resoluti-on No, 90-_J f.�' A RESOLUTION OF THE CITY OF EVEN PRAIRIE, HENNEPIN COUNTY, MINNESOTA, AUTHORIZING THE ISSUANCE OF $2,700,000 AGGREGATE PRINCIPAL AMOUNT CITY OF EDEN PRAIRIE, MINNESOTA, MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (EVEN INVESTMENTS PARTNERSHIP PROJECT-FHA INSURED MORTGAGE LOAN) SERIES 1990, AND APPROVING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS RELATING `rHE"TO. BE IT RESOLVED by the City Council of the City of Eden Prairie (the City) , as follows: Section 1. Findinas . It is hereby found and declared that: 1. 1) The City is duly organized as a statutory city under the Constitution and laws of the State of Minnesota and is authorised, under Minnesota Statutes, Chapter 462A and Chapter 462C (collectively, the Act) to develop and administer multifamily housing programs, .pursuant to a housing plan, which programs may be financed by the issuance of the housing revenue bonds of the City. 1.2) The City adopted a Housing Plan after a public hearing thereon and review and comment by the Metropolitan Council, pursuant to and in conformity with the provisions of the Act. • 1.3) The City prepared and approved a housing program (the Program) under the Act to finance .the construction and equipping of a 70-unit multifamily rental housing development, located at 13670 Valley View Road in the City (the Project) , by Eden Investments Partnership, a Minnesota general partnership (the Company) ; and the City Council and the Minnesota Housing Finance Agency approved the Program as required by the Act. 1.4) At least twenty percent (20%) of the units in the Project have been and will continue to be held for occupancy by families or individuals with adjusted gross income not in excess of eighty percent (80%) of the median family income estimated by the United States Department of Housing and Urban Development for the Minueapvlis/St. Paul Standard Metropolitan Statistical Area, and an additional fifty-five percent (55%) of the units in the Project have and will continue to have rents maintained at levels affordable by individuals or families whose adjusted gross income does not exceed one hundred ten percent (110%) of such median family income. 1.5) The City conducted a public hearing regarding the adoption of the Program, including the issuance of the City's $2,750,000 Housing Development Revenue Note (Eden Investments Partnership Project) Series 1984 (the Note) , on July 17, 1984, 16 after at least fifteen ( 15) days' public notice thereof 2. published in a newspaper of general circulation in the City, at which members of the public were provided an opportunity to • oxpress their views with respect to the Program and the financing of the Project with the proceeds of the Note. 1.6) The City issued the Note on November 21, 1984, and the proceeds of the Nate, in the amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) , were disbursed to the Company under the terms of a Loan Agreement and a Disbursing Agreement (collectively, the Original Loan Documents) , to pay the costs of the Project in the manner provided in the Loan Documents. 1. 7) The Company has asked that the City issue its Multifamily Housing .Revenue Refunding Bonds (laden Investments Partnership Project-FHA Insured Mortgage Loan) Series 1990 (the Bonds) in the aggregate principals amount not to exceed Two Million Seven Hundred Thousand Dollars ($2,700,000) a portion � of which will be used to fund the FHA mote (as defined below) ,* the proceeds of which, together with certain funds provided by the Company, the Bonds, will be used to refund, redeem, and repay a like principal amount of the Note and to fund certain reserve funds required under the indenture (as hereafter defined) . 1.0) it is proposed that the Mortgage Loan be evidenced by a nonrecourse Mortgage Note (the FHA Note) , executed by the Company to First Trust National Association (the Trustee) and • secured by a Mortgage (the Mortgage) and a Security Agreement (the Security Agreement) from the Company to the Trustee. 1.9) It is proposed that in accordance with a firm Commitment for Insurance dated April 19, 1990 (the Commitment) , the PHA Nate be endorsed for mortgage insurance by the Federal Housing Administration of the United States Department of Housing and 'Urban Development (the Government) pursuant to the provisions of Section 223(f) of the National Housing Act, as amended, evidencing the Governments obligation to insure the Mortgage (the Contract of Mortgage Insurance) . 1. 10) It is proposed that the Bonds be secured by and repaid from proceeds derived from the FHA Note; certain moneys held by the Trustee, including funds and letters of credit in the debt service reserve fund; and any proceeds of the Contract of Mortgage Insurance. 1. 11) it is proposed that: (01) The City enter into an Indenture of Trust, dated as of August 11 1990 (the Indenture) , with the Trustee, to provide, among ether things, for the issuance of the Boxld5 by the City; • (02) The Trustee and Nichols Conlan Financial Company 3. (Mortgages Servicer) enter into a Mortgage Servicing • Agreement, pursuant to authority granted to the Trustee by the City in the Indenture, under the terms of which tale Mortgage Servicer will make payment to the Trustee of certain proceeds received by the Mortgage Servicer in connection with the Mortgage Load; (03) The Company execute the FHA Note, pursuant to the terms of which the Company is to make level monthly payments of principal and interest necessary to repay the Mortgage Loan,; (04) In order to secure the performance of the Company's obligations under the F11A Note, the Company enter into the Mortgage and the Security Agreementr both dated as of August 1, 1990, granting the Trustee a mortgage and security interest in the Project; (05) The City, the Company, and the Trustee enter into a Financing Agreement, dated as of August 1, 1990, under which the proceeds of the Bonds would be loaned to the Company in order to pay a portion of the cost of refunding the Note. Cinder the Financing Agreement, the Couipa,ny is to make all payments due on the Mortgage Loan, and the Company is to pay all costa of maintenance and repair, all taxes, assessments, and insurance premiums concerning or •in any way related to the Project; and . (06) The Company and the City enter into an Amended and Restated Supplemental Regulatory Agreement, dated as of August 1, 1990 (the Amended Supplemental Regulatory Agreement) , wherein the Company covenants that it will comply with all requirements of Section 103(b) (4) (A) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder (the Coder and with all requirements of the Act and any rules and regulations of the Minnesota Housing Finance Agency. 1. 12) The City has received an offer (the Bond Purchase Agreement) from Piper, Jaffray & Hopwood Incorporated (the Underwriter) , for the purchase of the .Bands at an interest rate not to exceed eight percent (SAS) : The Bonds are to be offered and sold to prospective purchasers of the Bands by an Official Statement (the Official Statement) . 1. 13) No litigation is pending or, to the bast 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 proposed Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond • Purchase Agreement; or questioning the appropriation of 4 . revenues for the payment of the Bonds or the right of the City to lend the procoads of the Bands to the Company. 1. 14) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, and the Bands the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and the execution and delivery of the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, and the Bonds. Section 2 . Authgrization for IssuaBce and Sale of Bonds and Executigxj rl f Documents , 2. 1) Do� u�me_n&A - Pursuant to the above, there have been prepared, and presented to this Council copies of the following documents (in the aggregate, the Documents) all of which are now placed on file in the office of the City Clerk: (01) The FHA Note; (02) The Mortgage; (03) The Security Agreement; (04) The Financing Agreement; • (05) The Indenture; (06) The Amended Supplemental Regulatory Agreement; (07) The Mortgage Servicing agreement; (08) The Bond Purchase Agreement; and (09) The Official Statement. 2 .2) AuthorlKation and Rxecut i on of PQQMMen s - The forms of the Documents listed above are approved, with such variations, inserti.onfs, and additions as are deemed appropriate: by the parties thereto and approved by the City Attorney. The Mayer and the City Manager are hereby authorized and directed to executer attest, and, deliver the Financing Agreement, the Indenture, the Amended' Supplemental Regulatory Agreement, and, the Bond Purchase Agreement. All of the provisions of the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, and the Bond Purchase Agreement, when executed and delivered are authorized, herein, shall be deemed to be a part of this Resolution as fully and to -the game extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The • Financing Agreement, the Indenture, the Amended Supplemental ' S. Ragulatory Agreement, and the Bond Purchase Agreement shall be substantially in the forms on 'file in the office of the City • Clerk but with such variations, omissions, and insertions as may be approved by the officers executing the same, which approval shall be conclusively evidenced by such execution. 2 .3) AuthorizaXiQn fo _ $s pan _ _ and 341Q of Bonds - For tho purpose of financing a portion of the cost of refunding the Note, there is hereby authorized the issuance of the Two Million Seven Hundred Thousand Dollar ($2,700,000) a cireciate principal. amount City of Eden. Prairie, Minnesota, mu tifamil.y Housing Revenue Refunding Bonds (Eden Investments Partnership Project-FHA Insured Mortgage Loan) Series 1990 . The Bonds shall be issued in fully registered, form, shill be in such denominations, shall bear interest, shall be numbered, shall be dated, shall mature, shall be in such form and shall have such other details and provisloas as are prescribed by the Indenture. The Bonds with the longest term shall have a final maturity date of August 1, 2025. 2 .4) Speci-al Obligations - The Bonds shall be special obligations of the City, payable solely from the revenues derived from the FHA Note, except to the extent payable from the proceeds of the Bonds, including letters of credit and funds in the debt service reser:va fund, the proceeds of any insurance or condemnation awards or amounts realized from the Contract of mortgage insurance. The Bonds do not constitute a debt of the City, nor does the City pledge its full faith and • credit to the payment of the Bonds . The Bonds shall not constitute an indebtedness of the State of Mianesotar the County of Hennepin, or the City within the meaning of any constitutional or statutory previsions whatsoever, not shall. the Bonds constitute or dive rise to a pecuniary liability or be a charge against the general credit or taxing power of the State of Minnesota, the County of Hennepin, or the City, 2 .4) EZecution of Bands -• The Bonds shall be executed by the facsimile signatures of the Mayor and the City Manager and the facsimile of the official seal of the City shall be imprinted thereon. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subd. 1. All Bonds shall, contain an authentication certificate, to be executed by the Trustee as authenticating agent. 2.6) Absence of Officers - In the absence of the Mayor or the City Manager, any of the Bonds and any of the other documents authorized by this resolution to be executed and delivered, may be executed and delivered by any other member of the City Council in place of the Mayor or City Manager, or $uoh other officers of the City as, in the opinion of the City Attorney, have authority to execute and deliver such documents. 6. 2. 7 ) Sale of Bonds - The offer of the Underwriter to purchaso the Bonds upon the terms and conditions prescribed in • the Bond Purchase Agreement is hereby found Lo be reasonable and advantageous to the City and is hereby accepted; the Mayor and City Manager are hereby authorized and directed on behalf of the City to execute and deliver the Bond Purchase Agreement. 2.8) Offiri_al 5tateMggt - The City hereby consents to the distribution of the Official Statement on file in the office of the City Clerk by the Underwriter in connection with the sale of the Bonds; however, the City makes no representations with respect to, and assumes no respQnsibility for, the contents of the Official Statement. 2 .9) Trustee - The designation of First Trust National Association, in St. Paul, Minnesota, as Trustee is hereby approved. 2 . 10) Paying Agent - The Trustee is hereby appointed as Paying Agent for the Bonds pursuant to the Indenture. Section 3 . Miscellaneous. 3 .1) Ynvalidity - in case any one or more of the provisions of this Resolution, the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, or any of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such . illegality Qr invalidity shall not affect any other provision of this Resolution, the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, or the Bonds, but this Resolution, the indenture, the Financing Agreement, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. 3.2) Regularity of IsgAftnc2 - The Bonds shall contain a recital that the Bonds are being issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the Constitution and the laws of the State relating to the adoption of this Resolution, to the issuance of the Bonds and to the execution of the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, and the Bond Purchase Agreement to happen, to exist, and to be performed precedent to and in the enactment of this Resolution and precedent to the issuance of the Bonds and precedent to the execution of the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, and the Bond Purchase Agreement have happened, do exist and have been performed as so required by law. • 7 . 3. 3) Performances - The officers of the City, attorneys, and other agents or employees of the City are hereby authorized to do all gate and things required of them by or in connection With this Resolution, the Bonds, the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, and the Bond Purchase Agreement for the full, punctual and complete performance of all the tcrm$, covenants, and agreements contained therein.. 3.4) Cert1figa�t-.,'ons - The Mayor, City Manager, City Clerkr and other officers of the City are hereby authorized and directed to prepare and furnish to Larkin, Hoffman, Daly & Lindgren, Ltd. , bond counsel, to the Company, to the Trustee, to the Underwriter, and to counsel for such parties, certi€ied copies of all proceedings and ,records of the city relating to the Projects and the Bands, and such other affidavits and certificates as may be required to show the facts appearing 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 Contained therein. 3.5) Def i n i t i r,rnfi — Terms not otherwise: defined in this Resolution, but: defined in the Indenture, shall have the same meanings in this Resolution as provided in the Indenture. 3. 6) Execution Date of Resoluti-Qn - This Resolution shall • be in full, force and effect from and after its passaVe. Adopted by the City Council on July 17, 1990. [SEAL] Mayo ` ATTEST: J04�L CM'e T-O'rk SROiFFS 8.