Loading...
HomeMy WebLinkAboutResolution - 97-213 - Preliminary Approval for Issuance of Revenue Refunding Bonds for Preserve Place Apartment Project - 11/18/1997 CITY OF EDEN PRAIRIE RESOLUTION NO. 97- 213 RESOLUTION OF THE CITY OF EDEN PRAIRIE, MINNESOTA, PROVIDING FINAL APPROVAL WITH RESPECT TO REFINANCING THE EDENVALE APARTMENTS PROJECT THROUGH THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF EDEN PRAIRIE'S $4,790,000 MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (GNMA COLLATERALIZED MORTGAGE LOAN/EDENVALE APARTMENTS PROJECT), SERIES 1997A (THE "SERIES A BONDS") AND $1,670,000 TAXABLE MULTIFAMILY HOUSING REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN/EDENVALE APARTMENTS PROJECT), SERIES 1997B, WHICH BONDS AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM A FINANCING AGREEMENT; PRESCRIBING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINANCING AGREEMENT, AN INDENTURE OF TRUST AND A REGULATORY AGREEMENT; AUTHORIZING ACCEPTANCE OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE BONDS; CONSENTING TO THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND A FORM OF FINAL OFFICIAL STATEMENT AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, the City of Eden Prairie, Minnesota(the "Issuer"), is a municipal corporation and political subdivision duly organized and existing under the Constitution and laws of the State of the State of Minnesota; and WHEREAS, the Issuer has previously 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 "Prior Bonds") to prepay and redeem the outstanding principal balance of the $5,500,000 City of Eden Prairie, Minnesota, Housing Development Revenue Note (Edenvale Apartments Project)issued to finance the construction and equipping of a 174-unit multifamily rental housing development known as Edenvale Apartments and located at 13700 Valley View Road in Eden Prairie, Minnesota(the"Project") owned and operated by Edenvale Company, LLP, a Minnesota limited liability partnership (the"Owner"); and WHEREAS, at least twenty percent(20%) of the units in the Project have been and will continue to be held for occupancy by families or individuals with adjusted gross income not in excess of eighty percent(80%) of the median family income estimated by the United States Department of Housing and Urban Development for the Minneapolis/St. Paul Standard Metropolitan Statistical Area; and WHEREAS, the Owner has requested that the Issuer issue, on or about November 1, 1997, (i) its Series A Bonds for the purposes of refunding the outstanding principal balance of the Series A Prior Bonds and (ii)its Series B Bonds for the purposes of refunding the outstanding principal balance of the Series B Prior Bonds, establishing reserves and paying certain costs of issuance of the Bonds (the Series A Bonds and the Series B Bonds being hereinafter referred to as the`Bonds") and to loan the proceeds thereof to the Owner pursuant to the terms of a Financing Agreement dated as of November 1, 1997 (the"Financing Agreement") between the Issuer and the Owner, and WHEREAS, WMF/Huntoon, Paige Associates Limited (the "Lender"), a Delaware corporation, has issued a commitment to make a mortgage loan(the"Mortgage Loan")to the Owner in the amount of$6,460,000 and will obtain the funds therefor by issuing and delivering to the Trustee on behalf of the Issuer a fully modified mortgage-backed security(the"GNMA Security") guaranteed as to timely payment of principal and interest by the Government National Mortgage Association("GNMA"), with respect to the Mortgage Loan; and WHEREAS, the Mortgage Loan will be evidenced by a Mortgage Note(the "Note")insured by the Federal Housing Administration(the"FHA") of the United States Department of Housing and Urban Development and repayment of the Note will be secured by a mortgage payable to the Lender(the"Mortgage"); and WHEREAS, the Owner and the FHA will also enter into an FHA Regulatory Agreement (the"FHA Regulatory Agreement")in connection with the Mortgage Loan; and WHEREAS, the Bonds will be issued under a Trust Indenture dated as of November 1, 1997 (the"Indenture") between the Issuer and First Trust National Association, a national banking association in St. Paul, Minnesota, the trustee named therein(the"Trustee"), and payment thereof will be secured by the GNMA Security; and WHEREAS, the Bonds and the interest on the Bonds shall be payable solely from the revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer, within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary JonesS 532483.2 2 liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer, other than the Issuer's interest in the Financing Agreement, and WHEREAS, it is proposed that the Owner and the Issuer enter into a Regulatory Agreement dated as of November 1, 1997 (the "Regulatory Agreement"), wherein the Owner covenants that it will comply with all requirements of Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder(the "Code"), and with all requirements of the Act and any rules and regulations of the State of Minnesota; and WHEREAS, the Issuer has received an offer(the "Bond Purchase Agreement") from Piper, Jaffray Inc. (the "Underwriter"), for the purchase of the Bonds at an interest rate for the Series A Bonds not to exceed 6.5 % and for the Series B Bonds not to exceed 9%. The Bonds are to be offered and sold to prospective purchasers of the Bonds by an Official Statement(the "Official Statement"); and WHEREAS, in order to comply with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended, the Issuer conducted a public hearing on said proposal on November 18, 1997, after published notice not less than 15 days prior to the date fixed for the hearing, at which hearing the Issuer gave all parties who appeared an opportunity to express their views with respect to the proposal to undertake to refinance the Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of EDEN PRAIRIE, MINNESOTA, as follows: Section 1. For the purpose of financing the cost of refunding the Prior Bonds, there is hereby authorized the issuance of the Series A Bonds in the aggregate principal amount of $4,790,000 and the Series B Bonds in the aggregate principal amount of$1,670,000. The Bonds shall be issued in fully registered form, shall be in such denominations, shall bear interest, shall be numbered, shall be dated, shall mature, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture. The Bonds with the longest term shall have a final maturity date not later than December 1, 2032. Section 2. 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: (a) The Financing Agreement; (b) The Indenture; (c) The Regulatory Agreement; JonesS 532483.2 3 (d) The Bond Purchase Agreement; and (e) The Preliminary Official Statement. Section 3. The forms of the Documents listed above are approved,with such changes therein, not inconsistent with this Resolution and not adverse to the Issuer, as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. The Mayor and the City Manager are hereby authorized and directed to execute, attest, and deliver the Financing Agreement, the Indenture, the Regulatory Agreement, and the Bond Purchase Agreement. All of the provisions of the Financing Agreement, the Indenture, the Regulatory Agreement, and the Bond Purchase Agreement, 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. The Financing Agreement, the Indenture, and the Bond Purchase Agreement shall be substantially in the forms submitted to the Issuer,with such changes therein not inconsistent with this Resolution and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. Section 4. The Bonds are special limited obligations of the Issuer payable solely from revenues provided by the GNMA Security, if purchased, and any other funds pledged under this Indenture and not from any other revenues, funds or assets of the Issuer. No covenant, provision, or agreement of the Issuer herein or in the Bonds or in any other document executed by the Issuer in connection with the issuance, sale, and delivery of the Bonds, or any obligation herein or therein imposed upon the Issuer for breach thereof, shall give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers or shall obligate the Issuer financially in any way except with respect to the Financing Agreement and the application of revenues therefrom and the proceeds of the Bonds. No failure of the Issuer to comply with any term, condition, covenant, or agreement therein shall subject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Financing Agreement or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand, cause of action, or judgment shall be levied upon or collected from the general credit, general funds, or taxing powers of the Issuer. In making the agreements, provisions and covenants set forth herein, the Issuer has not obligated itself except with respect to the Financing Agreement and the application of revenues hereunder as hereinabove provided. The Bonds do not now and shall never constitute an indebtedness or a loan of the credit of the Issuer, the State of Minnesota, or any political subdivision thereof or a charge against general taxing powers within the meaning of any constitutional or statutory provision whatsoever. No holder of the Bond shall ever have the right to compel any exercise of the taxing power of the Issuer to pay any of the principal of, or premium, if any, or interest on, the Bonds. The liability of the Issuer is further restricted as provided in Section 474.10 of the Act. Section 5. The Bonds may be issued in book-entry form in accordance with the terms of the Indenture. All Bonds not issued in book-entry form shall be executed by the facsimile JonesS 532483.2 4 signatures of the Mayor and the City Manager and the facsimile of the official seal of the Issuer shall be imprinted thereon. The Trustee is hereby appointed authenticating agent. All Bonds not issued in book-entry form shall contain an authentication certificate, to be executed by the Trustee as authenticating agent. Section 6. In the absence of the Mayor or the City Manager, any of the Bonds and any of the other 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 and by the City Clerk in place of the City Manager, or such other officers of the Issuer as, in the opinion of the City Attorney, have authority to execute and deliver such documents. Section 7. The offer of the Underwriter to purchase the Bonds upon the terms and conditions prescribed in the Bond Purchase Agreement is hereby found to be reasonable and advantageous to the Issuer and is hereby accepted;the Mayor and City Manager are hereby authorized and directed on behalf of the Issuer to execute and deliver the Bond Purchase Agreement. Section 8. The Issuer hereby consents to the distribution of the Official Statement in substantially the form of the Preliminary Official Statement submitted to the Issuer by the Underwriter in connection with the sale of the Bonds;however, the Issuer makes no representations with respect to, and assumes no responsibility for, the contents of the Official Statement. Section 9. The designation of First Trust National Association in Minneapolis, Minnesota, as Trustee is hereby approved. Section 10. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds pursuant to the Indenture. Section 11. In case any one or more of the provisions of this Resolution, the Financing Agreement, the Indenture, the Regulatory Agreement, and the Bond Purchase Agreement, or any 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, the Financing Agreement, the Indenture, the Regulatory Agreement, the Bond Purchase Agreement or the Bonds, but this Resolution, the Indenture, the Financing Agreement, the Regulatory Agreement, the Bond Purchase Agreement, and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. Section 12. The Bonds shall contain a recital that the Bonds are being issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regulatory of the issuance thereof, and that all acts, conditions and things required by the Constitution and the laws of the State of Minnesota relating to the adoption of this Resolution, to the issuance of the Bonds and to the execution of the Financing Agreement, the Indenture, the JonesS 532483.2 5 Regulatory Agreement, and the Bond Purchase Agreement, to happen, to exist, and to be performed precedent to and in the adoption of this Resolution and precedent to the issuance of the Bonds and precedent to the execution of the Financing Agreement, the Indenture, the Regulatory Agreement, and the Bond Purchase Agreement have happened, do exist and have been performed as so required by law. Section 13. The Mayor, City Manager, and other officers of the Issuer are hereby authorized and directed to prepare and furnish to Doherty, Rumble and Butler Professional Association, bond counsel, to the Owner, to the Trustee, to the Underwriter, and to counsel for such parties, certified copies of all proceedings and records of the Issuer 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. Section 14. Terms not otherwise defined in this Resolution, but defined in the Indenture, shall have the same meanings in this Resolution as provided in the Indenture. Section 15. In the event of any conflict or conflicts between the provisions of this Resolution and of any prior ordinances, resolutions, orders or parts thereof, the provisions of this Resolution shall prevail. Section 16. This Resolution shall be effective immediately upon its adoption. Adopted by the City Council of the City of Eden Prairie, Minnesota, this day of November, 1997. d6yor AT T T: City let JonesS 532483.2 6 The foregoing resolution was offered by Councilmember and duly seconded by Councilmember , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted and was signed by the Mayor and attested by the City Clerk. STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) I,the undersigned, being the duly qualified and appointed Clerk of the City of Eden Prairie, Minnesota,hereby certify that I have carefully compared the foregoing resolution adopted at a regular meeting of the City Council of said City held on b� 1997,with the original thereof on file in my office, and the same is a full, true and complete transcript thereof. Witness,my hand officially as such Clerk and the corporate seal of the City this AT day of qg �b 1997. City lerk [SEAL 7onesS 532483.2 7