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HomeMy WebLinkAboutResolution - 97-14 - Authorizing the Execution of Amendatory Documents Relating to the Sale of the Parkway Apartments Limited Partnership Project - 01/07/1997 RESOLUTION NO.97- 14 AUTHORIZING THE EXECUTION OF CERTAIN AMENDATORY DOCUMENTS RELATING TO CERTAIN MULTIFAMILY HOUSING REVENUE REFUNDING BONDS 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 Background. In 1990,the City issued its Multifamily Housing Revenue Refunding Bonds (Welsh Parkway Apartments Limited Partnership Project--FHA Insured Mortgage Loan) Series 1990-A in the original aggregate principal amount of $13,795,000 and its Taxable Multifamily Housing Revenue Bonds (Welsh Parkway Apartments Limited Partnership Project-- FHA Insured Mortgage Loan) Series 1990-B in the aggregate principal amount of $1,055,000 (collectively, the"Bonds") to refund the City's outstanding Housing Development Revenue Note (Parkway Apartments Limited Partnership Project) Series 1985 (the "Original Note"). The Original Note financed the acquiring, constructing and equipping of a 375-unit multifamily rental housing facility consisting of five buildings located at 13775, 13800, 13875 and 13900 Chestnut Drive and 13945 Anderson Lakes Parkway in the City (the "Project"). The Bonds were issued pursuant to an Indenture of Trust(the"Indenture"), dated as of October 1, 1990 between the City and First Trust National Association(the"Trustee"). The proceeds of the Bonds were loaned by the City to Welsh Parkway Apartments Limited Partnership(the"Owner")pursuant to a Financing Agreement dated as of October 1, 1990,between the City and the Owner. 1.02 Proposed Amendments. The Owner proposes to sell the Project to HR Parkway, LLC(the"Company"), a Minnesota limited liability company with Peter Ramme and Tom Healey as two of its members. To assist the financing of the Project acquisition, the Company has requested that the Indenture be amended and a new Financing Agreement be entered into to allow the Bonds to be secured by a fully-modified pass-through security, guaranteed by the Government National Mortgage Association, in lieu of the current security for the Bonds. Accordingly, the Company requests that the City enter into an Amended and Restated Indenture of Trust (the "Amended Indenture") and a Financing Agreement(the"Financing Agreement"). The Bonds are and will continue to be special limited obligations of the City payable solely from amounts received under the Financing Agreement and any insurance thereof. The Financing Agreement will provide for payments from the Company sufficient to pay when due all principal of and interest on the Bonds. 1.03 Documentation. Forms of the Amended Indenture and the Financing Agreement have been prepared and submitted to this Council and are hereby directed to be filed. Section 2. Findings and Approval of Documents. Based on the foregoing, the City Council hereby approves the execution of the Amended Indenture and the Financing Agreement and the transaction herein contemplated. Section 3. Execution. The Mayor and City Manager are hereby authorized and directed to execute the Amended Indenture and the Financing Statement, and to deliver them to the Trustee, together with the other certificates, consents or instruments as may be appropriate to effect the transaction herein contemplated. Copies of all foregoing certificates, consents or instruments shall be delivered,filed and recorded as provided therein. Section 4. Modifications, Absence of Officers. The approval hereby given to the execution and delivery of the documents referred to in Section 3, includes approval of such modifications to the forms hereof on file, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney, Lang, Pauly, Gregerson&Rosow, Ltd., prior to the execution and delivery of the same. 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 or disability of any officer or employee of the City, any of the 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 Faegre & Benson LLP, as Bond Counsel, 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 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 City's Obligations. The 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 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the 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 Amended Indenture. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Bonds, the Financing Agreement, or the Amended Indenture, shall be subject at all times to the availability of revenues furnished by or on behalf of the Company sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. 2 Section 7. Effective Date. This Resolution shall become effective as of the date and time of its adoption. Adopted: January' 1997. Approved: ��M�qyor Attest: i rk 3