HomeMy WebLinkAboutResolution - 96-32 - Multifamily Housing Revenue Refunding Bonds (Olympic Ridge Project) - 02/20/1996 RESOLUTION NO. 9G - 32 -
AUTHORIZING THE SALE AND ISSUANCE
OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS,
THE EXECUTION OF RELATED DOCUMENTS
AND THE PERFORMANCE OF RELATED ACTIONS
BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the
"City"),as follows:
Section 1.Authorization and Recitals.
1.01 General Authority. Pursuant to Minnesota Statutes, Chapters 462A and
462C (the "Act"), the City authorized the issuance of its Multifamily Housing Development
Revenue Bonds(Olympic Ridge Project), Series 1985 (the"Prior Bonds"),the proceeds from the
sale of which financed the acquisition, construction, and equipping of a 143-unit multifamily
rental housing facility located on Homeward Hill Road at the intersection of County Road No. 1
in the City (the Project"), which constitutes a "multifamily housing development" within the
meaning of the Act. The City has adopted a housing plan and, with respect to the Project, a
program, adopted on November 19, 1985 as required by the Act. On September_, 1995,the
City issued its Multifamily Housing Revenue Refunding Bonds (Olympic Ridge Project), Series
1995C (the"Series 1995C Bonds"), in the approximate aggregate principal amount of$886,000.
The Series 1995C Bonds were issued pursuant to a Trust Indenture, dated as of September 1,
1995 (the "Indenture"), between the City and First Trust National Association, as trustee (the
"Trustee"), and the proceeds derived from the sale of the Series 1995C Bonds were applied to
the redemption and prepayment of a portion of the Prior Bonds. All capitalized terms used in
this Resolution (and not otherwise defined in this Resolution) shall have the meanings assigned
to such terms in the Indenture.
1.02 Proposed Remarketing of the Series 1995C Bonds. The Project has been
transferred to Neslund Family Limited Partnership II, a Minnesota limited partnership (the
"Partnership"). The Partnership has proposed to remarket the Series 1995C Bonds and, in
conjunction with this proposed remarketing of the Series 1995C Bonds, has requested that the
City amend the Series 1995C Bonds and amend certain documents delivered in conjunction with
the original issuance of the Series 1995C Bonds.
1.03 Documentation. Forms of the following have been prepared and submitted to
this Council and are hereby directed to be filed:
(a) Supplement Number One to the Trust Indenture(the"Supplement");
(b) Amendment Number One to the Loan Agreement(the"Amendment");
(c) Guaranty Agreement(the"Guaranty");
(d) Collateral Assignment of Life Insurance Policy(the"Assignment");and
(c) Series 1995C Bonds.
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The Supplement, the Amendment, the Guaranty, the Assignment, and the Series 1995C Bonds
are hereby referred to collectively as the"Security Documents."
Section 2. Finding and Approval of Documents. Based on the foregoing,the City
Council hereby determines that the proposed remarketing of the Series 1995C Bonds with the
security contemplated in the Indenture, as amended by the Supplement,the Loan Agreement, as
amended by the Amendment,and the other Security Documents furthers the purposes of the Act.
The remarketing of the Series 1995C Bonds and the related transactions herein contemplated are
in the interests of the City. The forms of each document listed in Section 1.03 are hereby
approved and the execution and delivery by the City of the Supplement,the Amendment,and the
Series 1995C Bonds (in the manner indicated in the Supplement, Amendment, and the Series
1995C Bonds)are hereby authorized and approved.
Section.3. Offering Documents. The City Council has been presented with a
Placement Memorandum and consents to the use of the Placement Memorandum in substantially
the forms presented to this City Council. The City Council also approves the use of the
Placement Memorandum in its final form as completed to reflect the terms of the Security
Documents, as herein approved. The City has not reviewed or participated in the preparation of
the Placement Memorandum, has made no independent investigation with respect to the
information contained therein,and assumes no responsibility for the accuracy or completeness of
such information or such documents as finalized or amended.
Section 4. The Bonds,Terms, Sale and Execution.
4.01 Authorization Price. The City Council hereby authorizes the remarketing of
the Series 1995C Bonds bearing the interest rate or rates as negotiated between the Partnership
and the Underwriter(provided the aggregate principal amount shall not exceed$886,000 and no
interest rate on the Series 1995C Bonds shall exceed ten percent per annum. Notwithstanding
the foregoing,the sale of the Series 1995C Bonds shall be made on a private placement basis.
4.02 Terms. All terms of the Bond, including its interest rates, series, dates,maturity,
place and medium of payment, principal amounts, registration privileges, redemption terms,
manner of execution,form and other terms, covenants and conditions shall be as provided in the
Indenture,as supplemented by the Supplement.
4.03 Execution. The Mayor and City Manager are hereby authorized and
directed to execute the Series 1995C Bonds and the other Security Documents referred to above,
to the extent the City is a party thereto, and the signatures of such persons are called for, and to
deliver such Security Documents to the Trustee,together with the other documents, certificates,
consents or instruments required of the City in the Indenture, as supplemented by the
Supplement, or as may be appropriate to effect the transactions herein contemplated, but only
upon satisfaction of the conditions precedent to the remarketing of the Series 1995C Bonds set
forth in the Security Documents. Copies of all foregoing document, certificates, consents or
instruments shall be delivered,filed and recorded as provided therein.
4.04 Modifications The approval hereby given to the execution and delivery of the
Security Documents, including the Series 1995C Bonds, includes an approval of such
modifications thereto, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by the City Attorney, Lang, Pauly & Gregerson, Ltd., prior to the
execution and delivery of the same. The execution of any instrument by the appropriate officer
of officers of the City herein authorized shall be conclusive evidence of the approval of such
documents in accordance with the terns hereof. In the absence or disability of any officer or
employee of the City, any of documents authorized by this Resolution to be executed by such
person may be executed by any other person who is otherwise permitted by law to execute such
documents on behalf of the City.
Section 5. Authentication of Proceedings. The Mayor, City Manager and other
officers of the City are authorized and directed to furnish to the Underwriter and Bond Counsel,
certified copies of all proceedings and records of the City relating to the Series 1995C Bonds,
and such other affidavits and certificates as may be required to show the facts relating to the
legality and marketability of the Series 1995C Bonds, as such facts appear from the books and
records in the officers' custody or control or as otherwise known to them; and all such
certificates and affidavits, including any heretofore furnished, shall constitute representations of
the City as to the truth of all statements contained therein.
Section 6. Limitations of the Cit's Obligations. The Series 1995C Bonds shall
not constitute a debt of the City within the meaning of any constitutional or statutory limitation,
and shall not be payable from nor charged upon any funds other than the revenues pledged to the
payment thereof, and no holder of the Series 1995C Bonds shall ever have the right to compel
any exercise of the taxing power of the City to pay the Series 1995C Bonds or the premium, if
any, or interest thereon, or to enforce payment thereof against any property of the City, other
than those rights and interests of the City pledged therefor under the Indenture and the
Supplement. The agreement of the City to perform the covenants and other provisions contained
in this resolution or the Series 1995C Bonds,the Loan Agreement and the Amendment, and the
Trust Indenture and the Supplement shall be subject at all times to the availability of revenues or
the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability
thereon.
Section 7. Effective Date. This Resolution shall become effective as of the date
and time of its adoption.
Adopted: February-90 1996
Approved:
at
Attest:
Cle