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HomeMy WebLinkAboutResolution - 90-253 - Refunding Welch Parkway apartments (Parkway Apartments) $14,850,000 - 10/02/1990 Resolution No. 90-ems• 3 • A RESOLUTION OF THE CITY OF EDEN PRAIRIE, HENNEPIN COUNTY, MINNE5OTA, AUTHORIZING THE ISSUANCE OF $13,795,000 AGGREGATE PRINCIPAL AMOUNT CITY OF EDEN PRAIRIE, MINNESOTA, MULTIFAMILY ROUSING REVENUE REFUNDING BONDS (WELSH PARKWAY APARTMENTS LIMITED PARTNERSHIP PROJECT-FHA INSURED MORTGAGE LOAN) SERIES 1990-A, AND $1,055,000 AGGREGATE PRINCIPAL AMOUNT CITY OF EDEN PRAIRIE, MINNESOTA, TAXABLE MULTIFAMILY HOUSING REVENUE BONDS (WELSH PARK-`WAY APARTMENTS LIMITED PARTNERSHIP PROJECT - FHA INSURED MORTGAGE LOAN) SERIES 1990-B AND APPROVING THE FORMS THEREOF AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS RELATING THERETO. BE IT RESOLVED by the City Council of the City of Eden Prairie (the City) , as follows: Section 1. Findings. It is hereby found and declared that: f 1. 1) The City is duly organized as a statutory city under the Constitution and laws of the State of Minnesota and is authorized, under Minnesota Statutes, Chapter 4G2A 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 prepaxed and approved a housing program (the Program) under the Act to finance the construction and equipping of a 375-unit multifamily rental housing development, located at 13905 Chestnut Drive in the City (the Project) , by Parkway Apartments Limited Partnership, a Minnesota limited partnership (the Former Owner) ; 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 Minneapolis/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 $17000, 000 Dousing Development Revenue Note (Parkway Apartments Limited Partnership Project) Series 1985 (the Note) , on July 25, 1985, after at least fifteen (1.5) days' public notice thereof published f.n a newspaper of general circulation- in the City, at which members of the public were provided an opportunity to express 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 October 8, - 1985, and the proceeds of the Note, in the amount of Seventeen Million Dollars ($17 ,000,000) , were disbursed to the Original Owner 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) Welsh Parkway Apartments Limited Partnership, a Minnesota limited partnership (the Company) purchased the Project from the original, Owner and assumed its obligations f' under the Original Loan Documents . 1. 8) The Company has asked that the City issue its Multifamily Housing Revenue Refunding Bonds (Welsh Parkway Apartments Limited Partnership project-VHA Insured. Mortgage Loan) Series 1990-A (the Series A ponds) in the aggregate principal amount not to exceed Thirteen Million seven Hundred • Ninety-Five Thousand Dollars ($13,795,000) and its Taxable Multifamily Housing Revenue Bonds (Welsh. Parkway Apartments Limited Partnership Project - FHA Insured Mortgage Loan) Series 1990-B (the Series B Bondv) a portion of the proceeds of which Series A Bonds and Series B Bonds (collectively, the :Sonda) will be used to fund a Mortgage Loan to be insured by the Government (as defined below) , the proceeds of which Mortgage Loan, together with certain funds provided by the Company and the remaining proceeds of the Bonds, will be used to refund, redeem, and repay a like principal amount of the Note, to fund certain reserve funds required under the Indenture (aa hereafter defined) and to pay certain costs of issuance of the Bonds . 1. 9 ) 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 Trurste6) and secured by a Mortgage (the Mortgage) and a Security Agreement (the Security Agreement) from the Company to the Trusted. 1. 10) It is proposed that, in accordance with a firm Commitment for insurance dated September 19, 1990 (the -.Commitment) , the FHA Note 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 Government's obligation to insure the Mortgage (the Contract of Mortgage Insurance) . 2. f • 1. 11) 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 . 12) it is proposed that: (01) The City enter into an Indenture of Trust, dated as of October 1, 1990 (the Indenture) , with the -Trustee, to provide, among other things, for the issuance of the Bonds by the City; (02) The Trustee and Nichols/Conlan Financial Company (Mortgage �ervicer) enter into a Mortgage Servicing Agreement, pursuant to authority granted to the Trustee by the City in the indenture, under the terms of which the Mortgage Servicer w11.1 make payment to the Trustee of certain proceeds received by the Mortgage Servicer in connection with the Mortgage ]Loan; (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 VIIA Note, the Company enter into the Mortgage and the Security Agreement, both dated as of October 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 October 1, 1990, under which the proceeds of the Bonds would be loaned to the Company in order to pay the cost of refunding the Note, funding certain reserve funds under the Tndenture and paying certain costs of issuance in connection with the Bonds . Under the Financing Agreement, the Company is to make all payments due on the Mortgage Loan, and the Company is to pay all costs 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 October 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 Code) , and with all • requirements of the Act and any rules and regulations of the Minnesota I1ousing Finance Agency. 3 . • 1. 13 ) The City has recei.vod an offer (the Bond Purchase Agreement) from Piper, Jaffray & Hopwood Incorporated (the Underwriter) , for the purchase of the Bonds at an interest rate not to exceed eight percent; ( 8%) on the Series A Bonds and m coupon rate not to exceed eight percent (8%) on the Series n Bonds . The Bonds are to be offered and sold to prospective purchasers of the Bonds by two official Statement (the Official Statements) . 1. 14) 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 othea:wise questioning the validity of the proposed Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement; or questioning the appropriation of revenues for the payment of the Bonds or the right of the Cl.� . to lend the proceeds of the Bonds to the Company. 1. 15) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Financing Agreement, the Ind.eiiture, the Amended Supplemental Regulatory Agreement, the Bond Purchase Agreement, and the Bonds 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 . authorization for. Issuance and Sale Qf Honda and Execution of Documents. 2 . 1) Documents - 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 Clprk: ( 01) The FliA 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; 4 . t j ( 08) The Bond Purchase Agreement; and • ( 09) The Official Statements . 2 .2) Authorization and Execution of Documenta - The forms of the Documents listed above are approved, with such variations, insertions, and additions as are deemed appropriate by the parties thereto and approved by the City Attorney. The Mayor and the City Manager are hereby authorized and directed to execute, 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 Supplemented. Regulatory Agreement, and the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same 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 Regulatory Agreement, and the Bond Purchase Agreement zhnli 3�4 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) authorization for rs suance and Sale of Bgd - For the purpose of financing a portion of the cost of refunding the • Note, there is hereby authorized the issuance of the Thirteen Million Seven Hundred Ninety-Five Thousand Dollar ($13,795,008) aggregate principal amount City of Eden prairie, Minnesota, Multifamily Housing Revenue Refunding Bonds (Welsh Parkway Apartments Limited Partnership Project-FHA Insured Mortgage Loan) Series 1.990-A and One Million Fifty-Five Thousand Dollar ($1,o55,000) aggregate principal amount City of Eden Prairie, Minnesota, Taxable Multifamily Housing Revenue Bonds (Walsh Parkway Apartments Limited Partnership Project-FHA Insured Mortgage Loan) Series 1.990-B. The Bonds shall be issued in fully registered form, shall 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 provisions as are prescribed by the Indenture. The Bonds with the longest terns shall have a final maturity date of July 1, 2026 . 2 .4 ) Rozcial Obl cations_ 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 reserve 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 Minnesota, the County of Hennepin, or the City within the meaning of any 5. t constitutional or statutory provisions whatsoever, net shall the Bonds constitute or give 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 . 5) Exeg Ztion of Bonds 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 Bands shall contain- an authentication certificate, to be executed by the Trustee as authenticating agent. 2 . 6) Absence of Officsrs - 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 such other officers of the City as, in the opinion of the City f Attorney, have authority to execute and deliver such documents. 2 .7) 5gl,e of Bands -- The offer of the Underwriter to purchase the Bands upon the terms and conditions prescribed in the Bond Purchase Agreement is hereby found to 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 . $) offigial statemetj�s - The City hereby consents to the distribution of the Official Statements 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 responsibility for, the contents of the Official, Statements. 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. Mj� seal larLi2ous. 3 . 1) Invalidity -- 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 or 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, 3 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 Tg,,5Lance - 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 they 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 Sond Purchase Agreement have happened, do exist and have been �f performed as so required by law. 3 . 3) Rerformance - The officers of the City, attorneysr and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this Resolution, the Bondsr the Financing Agreement, the Indenture, the Amended Supplemental Regulatory Agreement, and • the Bond Purchase Agreement for the full, punctual and complate performance of all the terms, covenants, and agreements contained therein. 3 .4) CQrt1ficationg, - The Mayor, City Manager, City Clerk, 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, certified copies of all proceedings and records of the City relating to the Project and the Bonds; - 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 copiers, certificates and affidavitsr including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 3 .5) pefinitions - 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. 7 . n . • 3 . 6) Fxe u -ion Date of R _solution - This Resolution shall be in full force and effect from and after its passage. Adopted by the City Council on October 2, 1990. [SEAL) ayor ATTEST: Cit irk • SRO: TZ7s 8. a