Loading...
HomeMy WebLinkAboutResolution - 85-74 - Final Approval Housing Revenue Bonds for Eden Commons - $9,650,000 - 03/05/1985 Counc i lmember _— Georae Bentley introduced the following resolution. [ after it had been read in full ] [ after the reading thereof had been dispensed with by unanimous consent ] and moved its adoption : RESOLUTION NO . 85— RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMLY HOUSING DEVELOPMENT REVENUE BONDS ( EDEN COMMONS LIMITED PARTNERSHIP PROJECT ) , SERIES 1985 , OF THE CITY, FOR THE PURPOSE OF FINANCING A MULTIFAMILY RENTAL HOUSING DEVELOPMENT , AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS 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 . By the provisions of Minnesota Statutes , Chapter 462C , as amended ( the "Act " ) , the City is authorized to plan , administer , issue and sell revenue bonds or obligations and to make or purchase loans to finance one or more multifamily housing developments within its corporate limits , which revenue bonds or obligations shall be payable solely from the revenues of the development . This Council has approved a Housing Plan for the City ( the "Housing Plan" ) , by a resolution adopted on February 2 , 1982 , after a public hearing was held thereon . The Housing Plan has been reviewed and commented on by the Metropolitan Council pursuant to Minnesota Statutes , Section 462C . 01 and 462C . 04 , Subdivision 1 . This Council has approved a multifamily housing program under the Housing Plan ( the "Program" ) , by a resolution adopted on Augt:st 28 , 1984 . The program provides for the financing of a project under the Act consisting of the acquisition, construction and equipping by Eden Prairie T , Ltd . , a Texas limited partnership, of an approximately 196 residential unit multifamily housing project intended primarily for the elderly and related facilities to be located in the City ( the "Project" ) . The Program has been reviewed and approved by the Minnesota Housing Finance Agency, as required by Minnesota Statutes , Section 462C . 04 , Subdivision 2 . 1 . 02 . Proposed Bonds . Representatives of Eden Commons Limited Partnership, a Texas limited partnership ( the "Partnership" ) , have proposed that the City, acting under and pursuant to the Act , issue and sell its Multifamily Housing Development Revenue Bonds (Eden Commons Limited Partnership Project ) , Series 1985 , in an aggregate principal amount not exceeding $9 , 650 , 000 (the "Bonds" ) , for the: purpose of financing the Project and paying costs incL,.rred by the Partnership in connection with the issuance of the Bonds . Eden Prairie I , Ltd . is the general partner of the Partnership, and the approval of the Program and the preliminary approval of the issuance of the Bonds granted by resolution of this Council adopted August 28 , 1984 , is hereby ratified and confirmed in the name of the Partnership . Pursuant to the proposal , the proceeds of. the Bonds will be loaned by the City to the Partnership, and the Partnership will agree to make payments sufficient to pay the principal of , premium, if any, and interest on the Bonds when due . The City dill grant a security interest in certain revenues and payments to be received by the City under the Loan Agreement ( as hereinafter defined) to a Trustee ( as hereinafter defined) . 1 . 03 . Documentation . Forms of the following documents relating to the Project and the Fzonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the Finance Director/City Clerk : ( a ) a Loan Agreement ( the "Loan Agreement " ) , to be dated as ofwMaroh_1 , 1985 , proposed to be made and entered into between the City and the Partnership; (b ) an Indenture of Trust ( the '' Indenture" ) , to be dated as cfR4LLzJ1. 1 , 1985 , proposed to be made and entered into between the City and First Trust Company of Saint Paul , as trustee ( the "Trustee" ) ; (c ) a Combination Mortgage , Security Agreement and Fixture Financing Statement ( the "Mortgage" ) , to be dated as ofM�arcchh 1 , 1985 , proposed to be giver. by the Partnership in favor the Trustee; (d) an Assignment of Rents and Leases ( the "Assignment of Rents" ) , to be dated as of March 1 , 1985 , proposed to be given by the Partnership in-�avor of the Trustee ; (e) a Completion Guaranty Agreement ( the "Guaranty" ) , to be dated as of Marc 1. , 1985 , proposed to be given by Trammel S . Crow, axles M . Holbrook , Richard O . Campbell , Dennis H . Alberts and D . Michael Crow ( the "Guarantors " ) in favor of the Trustee; -2- ( f ) a Deed and Covenants Running with the Land ( the "Deed" ) to be dated as ofj,M.arch 1 , 1985 , proposed to be given by the City, as grantor , to the Partnership , as grantee; ( g) an Operating Deficit Loan Guaranty Agreement ( the "Operating Deficit.: Loan Guaranty Agreement ) , to be dated as o March 1 , 1925 , proposed to be given by the Guarantors in favor of the Trustee; (h) a Bond Purchase Agreement ( the "Bond Purchase Agreement " ) , proposed to be made and entered into among Juran & Moody, Inc . ( the "Purchaser" ) , the City and the Partnership; and ( i ) a Disbursing Agreement ( the "Disbursing Agreement " ) , to be dated as of4�Marcch�h 1 , 1985 , by and among the Partnership, zhe Trustee an�Title Insurance Company of Minnesota . Section 2 . Findings . It is hereby found , determined and declared that : ( a) the financing of the Project , the authorization of the Bonds in the maximum aggregate principal amount of $9 , 650 , 000 , the execution and delivery of. the Loan Agreement , the Indenture , the Deed and the Bond Purchase Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement , the Indenture, the Deed and the Bond Purchase Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement , the Indenture, the Deed and the Bond Purchase Agreement and the Bonds valid and binding obligations in accordance with their terms , are authorized by the Act ; (b) the Program has been approved by the Minnesota Housing Finance Agency as provided in Minnesota Statutes , Section 462C . 01 ; ( c ) it is desirable that a series of Multifamily Housing Development Revenue Bonds in the amount of $9 , 650 , 000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of , premium, if any, and interest on the Bonds ; i -3- (d) the loan repayments contained in the Loan Agreement are fixed , and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due ; and the Loan Agreement also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project , including, but without limitation , adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof , and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement ; and (e) the execution and delivery of the Loan Agreement: , the Indenture, the Deed and the Bond Purchase Agreement will not conflict with , or constitute on the part of the City a breach of or a default under , any exisr.ing agreement , indenture , mortgage , lease or other instrument to which the City is subject or is a party or by which it is bound ; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan agreement , the Indenture , the Deed or the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; ( f ) no litigation is pending or , to the best knowledge of the members of this Council , threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office , or in any manner questioning the right and power of the City to execute and deliver the Bonds , or otherwise questioning the validity of the Bonds or the execution , delivery or validity of the Loan Agreement , the Indenture , the Deed or the Bond Purchase Agreement , or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Partnership, except that the City is aware that several complaints have been filed with the office of the Hennepin County Attorney regarding the election conducted November 6 , 1984 , which may or may not result in litigation questioning the right of an officer of the City to hold his or her office ; ( g) all acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement , the Indenture , the Deed and the Bond Purchase Agreement the valid and binding obligations of the City in accordance with their terms will have been done r' -4- upon adoption of this Resolution and execution of the Loan Agreement , the Indenture , the Deed and the Bond Purc�iase Agreement ; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement , the Indenture , the Deed , the Disbursing Agreement and the Bond Purchase Agreement by reason of the existence of any facts contrary to this finding; and (h) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act . 3 . Approval of Documents . The forms of the Loan Agreement , the Indenture and the Bond Purchase Agreement referred to in Section 1 . 03 are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager , which approval shall be conclusively evidenced by execution of the Loan Agreement , the Indenture , the Bond Purchase Agreement , the Deed and the Bonds by the Mayor , the City Manager and the Finance Director/Clerk , as the case may be . The Mayor and City Manager are directed to execute the Loan Agreement upon execution thereof by the Partnership, to execute the Indenture upon execution thereof by the Trustee, to execute the Bond Purchase Agreement upon execution thereof by the Purchaser and the Partnership , and to execute the Deed upon execution thereof by the Partnership . Copies of all of the documents shall be delivered , filed and recorded as provided therein . The Mayor , the City Manager and the Finance Director/Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated . 4 . Private Placement Offering Memorandum . The Bonds will be offered for sale by the Purchaser to certain investors by means of a Private Placement Offering Memorandum . The City hereby consents to the limited distribution of the Private Placement Offering Memorandum to prospective purchasers of the Bonds . The City has not participated in the preparation of the Private Placement Offering 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 . -5- 5 . The Bonds ; Terms , Sale and Execution . 5 . 01 . Authorization . The City hereby authorizes the issuance of the Bonds in the aggregate principal amount of $9 , 650 , 000 ,A in the form and upon the terms set forth in the Indenture and this resolution . The Bonds are hereby sold to the Purchaser at the price and upon the terms contained in the Bond Purchase Agreement . 5 . 02 . _Execution . The Mayor , the City Manager and the Finance Director/Clerk are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee , together with a certified cony of this resolution , the other documents required in the Indenture , and such other certificates , documents and instruments as may be appropriate to effect the transactions herein contemplated . The Trustee is hereby appointed authenticating agent for the Bonds pursuant to llinnesota Statutes , Section 475 . 55 , Subdivision 1 . 5 . 03 . Modifications , A-bsence of Officers . The approval hereby given to the various documents referred to above includes an approval of such modifications thereto , deletions therefrom ana additions thereto as may be necessary and appropriate and arproved by the City Attorney and the City Manager prior to th-- execution of the documents . 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 the Mayor , any of the documents authorized by this resolution to be executed may be executed by the acting Mayor , and in the absence or disability of the City Manager or the Finance Director/Clerk by such officer of the City who , in the opinion of the City Attorney, may execute such documents . Section 6 . Authentication of Proceed irigs . The Mayor , City Manager and Finance Director/Clerk and other officers of the City are authorized and directed to furnish to the Purchaser and 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 fact:; relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer ' s custody and control or as otherwise known to them; and all such certified copies , certificates and affidavits , including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein . d -6- Section 7 . Limitations of the City ' s Oblations . Notwithstanding anything contained in the Bonds , the Loan Agreement , the Indenture , the Deed or the Bond Purchase Agreement or any other documents refErred to in Section 1 . 03 , 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 cf 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 under the Loan Agreement which have been pledged to the payment thereof , and the Bonds shall not constitute a charge , lien or encumbrance , legal or equitable , upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof . The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds , the Loan Agreement , the Indenture , the Deed or the Bond Purchase Agreement and the other documents listed in Section 1 . 03 shall be subject at all times to the availability of the revenues furnish(,:)d by the Partnership 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 other than as stated above . Adopted : M, ,ch 1985 . `` ayor 1 I Attest : i-Eahce Director/Clerk i MOTION seconded by Paul Redpath. Voting for: Richard Anderson , George Bentley, Patricia Pidcock, Paul Redpath and Mayor Gary D. Peterson. No votes against the Motion. All Council members were present, -7-