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HomeMy WebLinkAboutResolution - 91-104 - Multi-family Housing Revenue Refunding Bonds - Tanager Creek - 04/16/1991 A CITY OF EDEN PRAIRIE, MINNESOTA • RESOLUTION NO. f/-/O/' Authorizing the issuance of the City of Eden Prairie, Minnesota, Multifamily Housing Revenue Refunding Bonds (Tanager Creek Apartments Project) , Series 1991. WHEREAS, the City of Eden Prairie, Minnesota- (hereinafter the "City" ) is duly organized and existing as a statutory city under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended (the "Acts" ) , the City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a multifamily housing development, and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, the City issued its $10,400,000 Multifamily Housing Revenue Bonds (Tanager Creek Apartments Project) on August 12, 1985 (the "Prior Bonds" ) , to provide funds to finance • a 185-unit multifamily housing development (the "Project") located on the northwest and southwest quadrants of Baker Road and Edenvale Boulevard in the City; and WHEREAS, the Project is a "multifamily housing development" as defined in the Acts; and WHEREAS, the Prior Bonds are subject to optional redemption on July 1,. 1991, at a redemption price of 101 percent (101%) of the outstanding principal amount thereof; and WHEREAS, the owner of the Project, Tanager Limited Partnership, a Minnesota limited partnership, has requested the City to issue refunding bonds in order to refinance the Project and redeem the Prior Bonds on July 1, 1991; WHEREAS, neither the State of Minnesota nor any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged in the Indenture hereinafter described) shall be liable on such refunding bonds, and such refunding bonds shall not be a debt of the State of Minnesota or any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged in the Indenture) , and in any event shall not give rise to a charge • against the general credit or taxing power of the City, the State of Minnesota, or any political subdivision thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF • THE CITY OF EDEN PRAIRIE, MINNESOTA: Section 1. The City hereby finds, determines, and declares that it is in the best interest of the City that it (1) issue its Multifamily Housing Revenue Refunding Bonds (Tanager Creek Project) , Series 1991, in an aggregate principal amount not exceeding $10,045,000 (the "Bonds") , (2) provide for the use of the Bond proceeds by the City to make a loan (the "Loan") to Tanager Limited Partnership, a Minnesota limited partnership (the "Company" ) in accordance with the provisions. of a Loan Agreement, dated as of May 1, 1991, by and between the- Company and the City (the "Loan Agreement" ) and (3) to provide for disbursement of and security for the Loan pursuant to the terms of an Indenture of Trust, dated as of May 1, 1991 (the "'Indenture") , by and between the City and National City Bank of Minneapolis (the "Trustee") , in order to refinance the Project and redeem the Prior Bonds on July 1, 1991. Section 2. There is hereby authorized the issuance of the Bonds which shall be dated, mature and bear interest from the dated' dat.e payable on the interest payment dates, in the amounts and at the rates set forth in the Indenture. The Bonds shall be in such denominations, shall be numbered, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture; provided, however, that the interest rates per annum, • not to exceed for any maturity 8.00 percent per annum, the years of maturity not to exceed May 1, 2021 for any Bond, and the principal amount of -Bonds subject to mandatory redemption in any years, shall be - established pursuant to the marketing of the Bonds and as approved by the Mayor of the City (the "Mayor" ) and the City Manager of the City (the "Manager") . -- Section 3. The Bonds shall be special obligations of the City payable solely from the repayments of the Loan and other amounts included in or derived from the trust estate described in the Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the . faith and credit or any taxing power of the City, the State of Minnesota, or any political subdivision thereof. The City hereby authorizes and directs the Mayor and the Manager to execute, on behalf of and under the corporate seal of the City, the Indenture, and to deliver to the Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall set forth the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee. All of the provisions of the Indenture, when executed • as authorized herein, shall be -in full force and effect from the . date of execution and delivery thereof. The Indenture shall be -2- substantially in the form on file with the City on the date • hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. Section 4. The Mayor and the Manager are hereby authorized and directed to accept the offer of Miller & Schroeder- Financial, Inc. (the "Underwriter") contained in the Bond Purchase Agreement, dated as of the date hereof (the "Bond Purchase Agreement" ) , to execute the Bond Purchase Agreement on behalf of the City under the corporate seal of the City, and to deliver the •Bond Purchase Agreement to the Underwriter. The Mayor and Manager are hereby authorized and directed to execute And deliver the Remarketing Agreement, dated . as of May 1, 1991 (the "Remarketing Agreement" ) by and between the City, the Underwriter, the Company and the Trustee, and the Continuing Disclosure Agreement, dated as of May 1, 1991 (the "Disclosure Agreement" ) , by and between the City, the Trustee, the Company and the ".Bank" named therein. All of the provisions of the Bond Purchase Agreement, Remarketing Agreement and Disclosure Agreement when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Bond Purchase Agreement, Remarketing Agreement and Disclosure Agreement shall be substantially in the • form on file with the City on the date hereof, and are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the documents and as the Mayor and Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the Manager shall be conclusive evidence of such determination. Section 5— The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement and, when executed and delivered as authorized herein, the Loan Agreement shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such necessary variations, omissions and insertions as do not materially affect the substance of the transaction and as the Mayor and Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. Section 6. The Mayor and Manager are hereby authorized and directed to ' execute and deliver the Regulatory Agreement, dated as of May 1, 1991 (the "Regulatory Agreement") between the. City and the Company and, when executed and delivered as authorized herein, the Regulatory Agreement shall be in full • force and effect from the date of execution and delivery thereof. -3- The Regulatory Agreement shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and Manager shall be conclusive evidence of such determination. Section 7. All covenants, stipulations, obligations, representations, and agreements of the City contained in this- resolution or contained in the Indenture, Loan Agreement, Regulatory Agreement, Bond Purchase Agreement, Remarketing Agreement, Disclosure Agreement or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to. the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the Indenture; the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Remarketing Agreement, the Disclosure Agreement or other documents referred to above shall be exercised or performed by the City, or by -such members, officers, board, body, or agency as may be required or authorized by law to • exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Remarketing Agreement, the Disclosure Agreement or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the City in that person's individual capacity, and neither the members of the City Council of the City nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Indenture, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Remarketing Agreement, the Disclosure Agreement, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to- a general obligation of the City or any charge upon its -general credit or 'taxing powers. In making the agreements, provisions, covenants and representations set forth in the Indenture, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Remarketing Agreement, the Disclosure Agreement, the Bonds or in any other document related to the Bonds, the City has not . obligated itself to pay or remit any funds or revenues, other than the trust estate described in the Indenture. , -4- Section 8. The City hereby consents to the • distribution of the Preliminary Official Statement relating to the Bonds, substantially in the form on file_ with the Clerk on the date hereof. The City hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Final Official Statement, substantially in the form of the Preliminary Official Statement on file with the Clerk; provided that the Mayor may consent to such variations, omissions, and insertions as are not materially inconsistent with the form on file with the Clerk on the date hereof. The Preliminary Official Statement and. the Final Official Statement are the sole materials consented to by the City for use in connection with the offer and sale of the Bonds. The City has consented to the distribution of the Preliminary Official Statement and Final Official Statement, but has not participated in the preparation of such documents, made any independent investigation or review of the same, or approved such documents, or information contained therein, and assumes no responsibility for the sufficiency, accuracy or completeness of such documents, except for the information contained therein under the caption "THE ISSUER. " Section 9. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the holders of the Bonds, the Trustee, and the Company to the extent expressly provided in the Indenture, any right, remedy, or claim, • legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof. This resolution, the Indenture and all of their provisions are intended to be for the sole and exclusive benefit of the City, the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Company to the extent expressly provided in the Indenture. Section 10.. In case any one or more 'of the provisions of this resolution or of the Indenture or 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 or "of the Indenture or of the Bonds, but this resolution; the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of all revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other monies, and proceeds • of the Bonds for the purposes, in the manner, and according to the terms and conditions described in the Indenture, it being the -5- intention hereof that such commitments on the part of the City • are as binding as if contained in this resolution separate and apart from the Indenture. Section 11. The City Council of the City, officers of the City, and 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 Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and- the other documents referred to above, and this resolution. Section 12. The Mayor and Manager are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Remarketing Agreement, the Disclosure Agreement or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred 'to in this resolution, or to evidence compliance with Section 142 or Section 148 of the Internal Revenue Code of 1986, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. • Section 13. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the City may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the Manager of the City is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any other officer of the City or member of the City Council with the same force and effect as if such documents were executed and- delivered by the Manager of the City. Section 14. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Remarketing Agreement, the Disclosure Agreement, or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Company or reimbursed by the Company to the City. Section 15. This resolution shall be in full force and effect from and after its passage. -6- Adopted by the City Council on April 16, 1991. Mayor .Vbtv�_ ATTEST: City Clerk • -7-