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HomeMy WebLinkAboutResolution - 90-275 - Amending the Loan Agreement - Edenvale apartment Project - 12/04/1990 Resolution No. 90-'0 7 s� • A RESOLUTION OF THE CITY OF EDEN PRAIRIE, HENNEPIN COUNTY, MINNESOTA, AUTHORIZING THE AMENDMENT OF A LOAN AGREEMENT AND OF A DEED AND COVENANTS RUNNING WITH THE LAND, EACH RELATING TO THE EDENVALE APARTMENTS PROJECT AND APPROVING THE FORM THEREOF AND AUTHORIZING THE EXECUTION THEREOF. 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 issued its $5,500,000 Housing Development Revenue Note (Edenvale Apartments Project) (the Note) , as of August 31, 1982 . 1.2) In connection with the Note, the City executed a Deed and Covenants Running with the Land (the Deed) dated as of August 31, 1982 . 1.3) As of July 1, 1989, the City issued its $5,375,000 Housing Development Revenue Refunding Bonds (Edenvale Apartments Project) Series 1989A and its $185,000 Taxable Housing Development Revenue Bonds (Edenvale Apartments Project) Series 1989B (collectively, the Bonds) . • 1.4) In connection with the Bonds, the City and Edenvale Co. (the Company) , a Minnesota general partnership, executed a loan agreement (the Loan Agreement) dated as of July 1, 1989 . 1.5) The principal of and interest on the Bonds are payable from the proceeds of draws on an Irrevocable Letter of Credit issued by Norwest Bank Minnesota, National Association (the Bank) . As a condition to issuance of the Letter of Credit, the Bank required the Company to execute a Combination Mortgage, Security Agreement and Fixture Financing Statement in favor of the Bank (the Original Mortgage) . 1. 6) The Company wishes to satisfy the Original Mortgage and provide new security to the Bank in the form of a mortgage insured by the Federal Housing Administration of the United States Department of Housing and Urban Development (FHA) . 1. 7) It is proposed that the Company and the City enter into an amendment to the Loan Agreement to provide for payments due from the Company to be made directly to the Bank, subject to certain conditions . 1. 8) It is further proposed that the City enter into an Amendment of the Deed to add certain language required by the FHA. • Section 2 . Authorization for 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 Clerk: (01) The Supplemental Loan Agreement; and (02) The Amendment to Deed and Covenants Running with the Land. 2 .2) Authorization and Execution of Documents - 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 Documents . All of the provisions of the Documents,_ 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. 2 . 3) Absence of Officers - In the absence of the Mayor or the City Manager, any of the 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 Attorney, have authority to execute and deliver the Documents . Section 3 . Miscellaneous . 3 . 1) Invalidity - In case any one or more of the provisions of this Resolution or the Documents shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or the Documents but this Resolution and the Documents shall be construed and enforced as if such illegal or invalid provision had not been contained therein. 3 .2) Performance - The officers of the City, attorneys, 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 and the Documents for the full, punctual and complete performance of all the terms, covenants, and agreements contained therein. 3 . 3) Certifications - 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. , to the Company, to the Bank, and to counsel for • such parties, certified copies of all proceedings and records 2 . r' 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 copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 3 .4) Execution Date of Resolution - This Resolution shall be in full force and effect from and after its passage. Adopted by the City Council on December 4, 1990. [SEAL] Mayo, r ATTEST: O��erk • SRO:FM1 3 .