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HomeMy WebLinkAboutResolution - 97-221 - Multi-Family Housing Refunding Bonds - Preserve Place, Series 1997A - 12/16/1997 CITY OF EDEN PRAIRIE RESOLUTION NO. 97-221 A RESOLUTION OF THE CITY OF EDEN PRAIRIE AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF UP TO $3,593,800 MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (GNMA.COLLATERALIZED MORTGAGE LOAN - PRESERVE PLACE), SERIES 1997A, AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND THE RELATED DOCUMENTS. WHEREAS, pursuant to Minnesota Statutes, Chapter 462C (the "Act"), the City of Eden Prairie (the "City") is authorized to issue its revenue bonds, in anticipation of the collection of revenues of a multifamily housing project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment, or extension of such project, and to refund its bonds previously issued for such purpose; and WHEREAS, the City has previously issued its $3,850,000 Multifamily Housing Development Refunding Revenue Bonds (FHA-Insured Mortgage Loan— Preserve Place Apartments) (collectively, the "Prior Bonds") for the purpose of refunding bonds previously issued to finance a project consisting of 77 apartment units for low and moderate income people, located in the City and owned and operated by North Lyn Apartments, a Minnesota general partnership(the "Borrower"); and WHEREAS, the Borrower has requested the Issuer to issue its Multifamily Housing Revenue Refunding Bonds (GNMA Collateralized Mortgage Loan-Preserve Place), Series 1997A (the 'Bonds") in the aggregate principal amount of not to exceed $3,593,800, for the purpose of defeasing and redeeming in advance of their maturity the Prior Bonds, resulting in debt service savings t6 the Borrower; and WHEREAS, neither the State of Minnesota nor any political subdivision thereof shall be liable on the Bonds, and the Bonds shall not be a debt of the State of Minnesota or any political subdivision thereof(other than the Issuer 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 Issuer, the City, the State of Minnesota, or any political subdivision thereof; and 'WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended, requires that a public hearing be held on the proposed bond issue after publication of notice in a newspaper of general circulation within the City of Eden Prairie at least fourteen (14) days in advance of the hearing as a condition to the tax exemption of interest on the bonds; and. WHEREAS, the Issuer on this date conducted a public hearing on the proposed issuance of bonds. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF EDEN PRAIRIE,MINNESOTA AS FOLLOWS: DAEDE100\001\RES\SALE.D0C 1 SALE RESOLUTION 1. The Issuer finds, determines, and declares that it is in the best interest of the Issuer that the Issuer(1) issue the Bonds in the aggregate principal amount not to exceed $3,593,800 pursuant to the terms of an Indenture of Trust dated as of December 1, 1997 (the "Indenture") by and between the Issuer and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"), (2) provide for the use of the proceeds of the Bonds by the Issuer to make a loan (the "Loan") to the Borrower in accordance with the provisions of a Financing Agreement dated as of December 1, 1997 (the"Financing Agreement")by and between the Borrower,the Issuer,the Trustee and GMAC Commercial Mortgage Corporation(the "Lender"), and (3) provide for compliance with the arbitrage regulations applicable to the Bonds pursuant to the terms of an Arbitrage Compliance Agreement dated as of December 1, 1997 (the "Arbitrage Compliance Agreement") by and between the Issuer,the Borrower and the Trustee. 2. For the purpose of refunding and defeasing the Prior Bonds there is hereby authorized the issuance of the Bonds in the amount not to exceed $3,593,800. The Bonds shall be numbered, shall be dated, shall mature, shall bear interest at a rate not to exceed 7.0% per annum, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture, in the form now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues of the Project. The Bonds shall not constitute an indebtedness, liability, general or moral obligation (except to the extent of the payments received under the Financing Agreement and pledged to the payment of the Bonds) or a pledge of the faith and credit or any taxing power of the Issuer, the State of Minnesota, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute the Indenture, on behalf of and under the corporate seal of the Issuer, and to deliver the Indenture to the Trustee, and hereby authorizes and directs the execution of the Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Bonds, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed 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 Indenture shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive-evidence of such determination. 4. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Financing Agreement, the Arbitrage Compliance Agreement, the DAEDE100\001\RES\SALE.DOC 2 SALE RESOLUTION Second Amendment to and Assumption of Declaration of Restrictive Covenants to be dated as of December 1, 1997 (the "Declaration Amendment") between the Borrower, the Issuer and the Trustee, and the Bond Purchase Agreement to be dated on or prior to closing (the 'Bond Purchase Agreement") between the Issuer, the Borrower and Miller & Schroeder Financial, Inc. (the "Underwriter"). When executed and delivered as authorized herein, the Financing Agreement, the Arbitrage Compliance Agreement, the Declaration Amendment and the Bond Purchase Agreement 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 Arbitrage Compliance Agreement, the Declaration Amendment and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer on the date hereof, and are hereby approved, with such necessary variations, omissions and insertions as do not materially affect the substance of the transaction and as the Mayor and City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 5. The Bonds shall be revenue obligations of the Issuer, the proceeds of which shall be disbursed pursuant to the Indenture and the Financing Agreement, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, revenues received pursuant to the terms of the Financing Agreement and the other sources set forth in the Indenture. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Mayor and City Manager of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including the Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 8. The Issuer has not participated in the preparation of the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"), which Preliminary Official Statement is expected to be amended and completed to add certain pricing and other information (as so amended, the "Official Statement") and has made no independent investigation with respect to the information contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing,the Issuer hereby consents to the distribution and the use by the Underwriter, in connection with the sale of the Bonds of the Preliminary Official Statement and the Official Statement in the form on file with the Issuer. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. D:\EDE100\001\RES\SALE.DOC 3 SALE RESOLUTION 9. All covenants, stipulations, obligations, representations and agreements of the Issuer contained in this resolution or contained in the aforementioned documents shall be deemed to be the covenants, stipulations, obligations,representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights,.powers and privileges conferred, and duties and liabilities imposed upon the Issuer or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer, 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 aforementioned documents shall be deemed to be a covenant, stipulation, obligation, representation or agreement of any officer, agent or employee of the Issuer in that person's individual capacity, and neither the members of the City Council of the Issuer 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 Bonds, the aforementioned documents or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general obligation of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents and the Bonds, the Issuer has not obligated itself to pay or remit any funds or revenues, other than the funds and revenues derived from the Financing Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 10. Except as herein otherwise expressly provided, nothing in this resolution, the aforementioned documents or in the Bonds, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Issuer or any owner of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof,this resolution,the aforementioned documents, the Bonds and any provision thereof, being intended to be and being for the sole and exclusive benefit of the Issuer and any owner from time to time of the Bonds issued under the provisions of this resolution and the Indenture. 11. In case any one or more of the provisions of this resolution, other than the provisions contained in the first two sentences of Section 3 hereof and in Section 5 hereof, or of the aforementioned documents or 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 aforementioned documents or the Bonds, but this resolution, such documents and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. D.\EDE100\001\RES\SALE.DOC 4 SALE RESOLUTION 12. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by 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 aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The City Council of the Issuer, officers of the Issuer and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Bonds 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 and the other documents referred to above, and this resolution. 14. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any member of the City Council of the Issuer 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 City Manager of the Issuer 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 issuer or member of the City Council with the same force and effect if such documents were executed and delivered by the City Manager of the Issuer. 15. All costs incurred by the Issuer in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the aforementioned documents or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Borrower or reimbursed by the Borrower to the Issuer. 16. This resolution shall be in full force and effect from and after its passage. D:\EDEI00\OOI\RES\SALE.DOC 5 SALE RESOLUTION Adopted by the City Council on December 1997. By ATTEST: M y(o Alk- C%Clerk DAEDEI00\00MRES\SALE.DOC 6 SALE RESOLUTION STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Eden Prairie, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution giving approval to the issuance of revenue refunding bonds by the City in connection with Preserve Place, duly adopted by the City Council of the City on December 16, 1997 at a regular meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified or rescinded since the date thereof, and is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of such resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS My hand and the official seal of the City this day of December , 1997. City Clerk (Seal) D.\EDE100\001\RES\SALE.DOC SALE RESOLUTION