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HomeMy WebLinkAboutResolution - 90-257 - Authorizing Issuance of Refunding Bonds in the Amount of $7,000,000 - Eden Commons Apartments - 10/16/1990 Councilmember introduced the following resolution and moved its adoption. RESOLUTION NO. 5r a 3� RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF HOUSING DEVELOPMENT REFUNDING REVENUE BONDS (FHA INSURED MORTGAGE LOAN PROJECT), SERIES 1990, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the "City"), as follows: Section 1. Recitals and Findings. 1.1. By the provisions of Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is authorized to plan, administer, issue and sell revenue bonds or obligations to make or purchase loans to finance one or more multifamily housing developments within its boundaries, which revenue bonds-or obligations shall be payable solely from the revenues of the development. Pursuant to Section 462C.07, Subdivision 1 of the Act, in the purchase or making of multifamily housing loans and the issuance of revenue bonds or other obligations • the City may exercise within its corporate limits any of the powers the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, without limitation under the provisions of Minnesota Statutes, Chapter 475. 1.2. By the provisions of the Act the City has issued its Multifamily Housing Revenue Bonds (Eden Commons Limited Partnership Project), Series 1985 (the "Prior Bonds"), to finance a portion of the cost of Eden Commons Apartments, a 196-unit multifamily rental housing facility located at 11605 Wilder Drive in the City (the "Development"). The proceeds of the Prior Bonds were loaned to Eden Commons Limited Partnership, a Texas limited partnership (the "Prior Partnership"). 1.3. The construction and equipping of the Development have been completed, and the Prior Partnership is in default under the loan documents securing the Prior Bonds. 1.4. This Council has received a proposal from Eden Commons LaNel Limited Partnership, a Minnesota limited partnership (the "Developer") that the City refinance the cost of the Development by issuing its refunding revenue bonds in one or more series (the 'Bonds"), for the purpose of refunding and redeeming a portion of the outstanding Prior Bonds. Following the issuance of the Bonds, the Developer will be the owner of the Development. • 1.5. The City has received drafts of a Trust Indenture (the "Trust Indenture") between the City and First Trust National Association, as trustee (the "Trustee"), a Financing Agreement (the "Financing Agreement") between the City and the Developer, First Amendment to Deed and Covenants Running With the Land (the "First Amendment") between the City and the Developer (the Trust Indenture, Financing Agreement and First Amendment are collectively referred to herein as the "City Financing Documents"), a Bond Purchase Agreement (the 'Bond Purchase Agreement") by and among the City, the Developer and Juran & Moody, Inc. (the "Underwriter"), and a draft of a Preliminary Official Statement (the "Preliminary Official Statement") in connection with the proposed issuance and sale of the Bonds, and has caused such documents to be placed on file in the office of the City Finance Director/Clerk. 1.6. Pursuant to notice duly published in a newspaper of general circulation in the City not less than 14 days prior to the date fixed therefor, this Council has held a public hearing on October 2, 1990, at which all interested persons were afforded an opportunity to express their views, in person or in writing, on the proposed issuance of the Bonds. This Council has carefully considered the views submitted at the public hearing. Section 2. Approval and Authorization. • 2.1. It is hereby determined that it is desirable for the City to proceed with the issuance of the Bonds in a maximum aggregate principal amount not to exceed $7,000,000, bearing interest at a rate per annum not to exceed 8.50%, maturing not later than March 1, 2025, and bearing the further terms and conditions set forth in the Trust Indenture heretofore filed with the City (as the same may be amended or completed as hereinafter provided). Subject to the limitations set forth in this Section 2.1, authority is hereby delegated to the Mayor and City Manager, acting jointly, to approve the aggregate principal amount of the Bonds, the maturities thereof and the rate or rates of interest payable thereon. 2.2. The form of the Bond Purchase Agreement heretofore filed with the City is hereby approved, subject to such changes as may be deemed desirable by the Mayor, the City Manager and the City Attorney. The Bonds are hereby sold to the Underwriter at the price and upon the terms set forth in the Bond Purchase Agreement. The Mayor and the City Manager of the City are hereby authorized and directed, on behalf of the City, to execute and deliver a bond purchase agreement in substantially the form of the Bond Purchase Agreement heretofore filed with the City, together with such changes and completions thereof as may be approved by the Mayor, the City Manager and the City Attorney, subject to the limitations contained in this resolution, the execution thereof to constitute conclusive evidence of the approval of such changes and completions. -2- • 2.3. The forms of the City Financing Documents heretofore filed with the City are hereby approved. The Mayor and the City Manager of the City are hereby authorized and directed, on behalf of the City, to execute and deliver the City Financing Documents in substantially the forms hereby approved, but including such modifications, insertions and additions as are necessary and appropriate in their opinion and in the opinion of the City Attorney and consistent with the Act. The execution of the City Financing Documents by the appropriate officers of the City shall be conclusive evidence of the approval thereof and of the terms of the Bonds by the City. 2.4. The City hereby consents to the distribution by the Underwriter of the Preliminary Official Statement to potential purchasers of the Bonds and the distribution by the Underwriter of a final Official Statement to purchasers of the Bonds; however, the City makes no representations with respect to, and assumes no responsibility for the contents of, the Preliminary Official Statement or the Official Statement. 2.5. The Mayor and the City Manager of the City are authorized and directed to prepare and execute the Bonds and to deliver them to the Trustee pursuant to the Trust Indenture for authentication and delivery to the purchasers thereof, together with a certified copy of this resolution and other documents required by the Trust Indenture. As provided in the Trust Indenture, the Bonds • shall be executed by the manual or facsimile signatures of the Mayor and City Manager and impressed with the seal of the City or a facsimile thereof and shall be authenticated by the Trustee, as authenticating agent, pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. 2.6. As provided in the Trust Indenture, the Bonds are special, limited obligations of the City. Principal of, premium, if any, and interest on the Bonds are payable solely out of the revenues derived from the sources described in the granting clauses of the Trust Indenture. Neither the State of Minnesota nor the County of Hennepin shall in any event be liable for the payment of the principal of, premium, if any, or interest on the Bonds or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever that may be undertaken by the City. Neither the Bonds nor any of the agreements or obligations of the City contained in the City Financing Documents shall be construed to constitute an indebtedness of the State of Minnesota, the County of Hennepin or the City, within the meaning of any constitutional or statutory provisions whatsoever, nor to 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. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds, the City Financing Documents or the Bond Purchase Agreement shall be subject at all times to the availability of the revenues furnished -3- 4 I by the Developer sufficient to pay all costs of such enforcement or the enforcement • thereof, and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. 2.7. The Mayor, the City Manager and the City Finance Director/Clerk of the City are authorized and directed to prepare and furnish to bond counsel and the Underwriter 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 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 contained therein. 2.8. The Mayor and the City Manager of the City are hereby authorized to execute such additional agreements, documents and certificates in connection with the Bonds as may be necessary and appropriate in their opinion and in the opinion of the City Attorney and consistent with the Act. Copies of such additional agreements, documents and certificates, when executed, shall be delivered, filed and recorded as provided therein. 2.9. The approvals hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary • and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be approved by the City Attorney and by the Mayor and the City Manager authorized herein to execute said documents prior to their execution; and the Mayor and the City Manager are hereby authorized to approve said changes on behalf of the City. 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 the absence of the Mayor or the City Manager, the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Assistant City Manager. Adopted this 16th day of October 1990. �y ayor Attest: City Finance Director/Clerk (SEAL) -4-