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HomeMy WebLinkAboutResolution - 85-290 - Final Approval Housing Revenue Bonds Preserve Place - $4,235,000 - 12/30/1985 Counciimember offered the following resolution and moved its adoption , which motion was seconded by Councilmember RESOLUTION NO. 85-290 RESOLUTION AUTHORIZING A PROJECT UNDER MINNESOTA STATUTES , CHAPTER 462C AND THE ISSUANCE OF MULTIFAMILY HOUSING DEVELOPMFNT REVENUE BONDS TO FINANCE THE PROJECT BE IT RESOLVED, by the City Council of the City of Eden Prairie , Minnesota , as follows : 1 . The City Council has received a proposal from Preserve ?lace Apartments Limited Partnership , a Minnesota 1 imited partnership ( the "Company" ) , that the City undertake to finance a certain project as herein described pursuant to Minnesota Statutes , Chapter 462C, as amended ( the "Act " ) , by the issuance by the City of its $4 , 235 , 000 Multifamily Housing Development Revenue Bonds (Preserve Place Apartments Project ) ( the "Bonds " ) in accordance with a Bond Purchase and Remarketing Agreement , dated as of December 1 , 1985 ( the "Remarketing Agreement " ) , between the City , the Company and Miller & Schroeder Financial , Inc . ( the "Bond Purchaser " ) . 2 . The Project to be financed by the Bonds consists of a seventy-seven ( 77 ) dwelling unit multifamily rental housing development in the City and functionally related and subordinate facilities to be acquired , constructed and equipped by the Company ( the "Project " ) . The Project_ will be primarily occupied by persons of low and moderate income , and will enable the City to provide additional housing opportunities for persons of low and moderate income within the City, and will otherwise further the policies and purposes of the Act and the findings made and the resolution adopted by this Council on November 19 , 1985 , and also on the date hereof , which findings are hereby ratified , affirmed and approved . 3 . It is proposed that , pursuant to a Loan Agreement , dated as of December 1 , 1985 , between the City and the Company ( the "Loan Agreement " ) , the City loan the proceeds of the Bonds to the Company to finance the costs of the Project. The payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of , premium, if any , and interest on the Bonds when due. It is further proposed that the City assign its rights to such payments and certain other rights under the Loan Agreement to First Trust Company, Inc . , St. Paul , Minnesota ( the "Trustee" ) as security for the payment of the Bonds , pursuant to an Indenture of Trust , dated as of December 1 , 1985 ( the "Indenture" ) . The Company will , pursuant to the Loan Agreement , and pursuant to a f Declaration of Restrictive Covenants to be entered into by the Company ( the "Declaration " ) , agree to construct and operate the Project in compliance with state and federal laws respecting multifamily rental housing developments under the Act and "residential rental projects " under.' Section 103 ( b ) ( 4 ) (A ) of the Internal Revenue Code . The Declaration will be executed and recorded against the real estate on which the Project is located as a covenant running with the land prior to the disbursement of the proceeds of the Bonds to pay the costs of construction of the Project . 4 . This Council , by action taken on November 19 , 1985, gave preliminary approval to the proposal . The submission required to be made to the Minnesota Housing Finance Agency pursuant to the Act was complete as of December 5 , 1985 . The City was notified on December 19 , 1985 that the Minnesota Housing Finance Agency had reviewed the financing program described therein and that it did not reject the program and that it will not take any action that could result in rejecting the program. 5 . Pursuant to the preliminary approval of this Council , forms of the following documents have been submitted to this Council for approval : ( a ) The Loan Agreement , between the City and the Company; 1 ( b) The Indenture pursuant to which the Bonds will be issued; (c ) The temporary form of the Bond , which is attached as Exhibit A to the Indenture; (d ) The form of Declaration, which is attached as Exhibit B to the Indenture; and ( e ) The Remarketing Agreement . 6 . It is hereby found , determined and declared that : ( a ) the Project described in the Loan Agreement and Indenture referred to above constitutes a "project" authorized by the Act; ( b ) the purpose of the Project is and the effect thereof will be to promote the public welfare by the acquisition , construction and equipping of a multifamily rental housing facility for occupancy primarily by persons of low and moderate income; (c ) the Project is to be located within the City limits, at a site which is easily accessible to persons residing within the City and the surrounding communities ; 2 (d ) the acquisition , construction and installation of the Project , the issuance and sale of the Bonds , the execution and delivery by the City of the Loan Agreement , and the Indenture, and the performance of all covenants and agreements of the City contained in the Loan Agreement and Indenture and of all other acts and things required under the construction and laws of the State of Minnesota to make the Loan kgreement , the Indenture and the Bonds valid and binding obligations of the City in accordance with their terms , are authorized by the Act; ( e ) it is desirable that the Company be authorized , and subject to the terms and conditions set forth in the Loan Agreement , which terms and conditions the City determines to be necessary , desirable and proper , to complete the acquisition and installation of the Project , by such means as shall be available to the Company and in the manner determined by the Company, and with or without advertisement for bids , as required for the acquisition and installation of municipal facilities ; ( f ) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (g ) the basic payments under the Loan Agreement are .fixed to produce revenue sufficient to provide for the - prompt payment of principal of , premium, if any, and interest on the Bonds issued under the Indenture when due , and the Loan Agreement and the Indenture also provide that the Company 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 Project and payable during the term of the Loan Agreement and the Indenture; ( h ) under the provisions of the Act, and as provided in the Loan Agreement and the Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof ; the City is not subject to any liability thereon ; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon , or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge , lien or encumbrance, legal or equitable, upon any property of the City, except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are payable solely from the revenues a � y pledged to the payment 3 thereof ; and , the Bonds shaLl not constitute a debt of the City within the meaning of any constitutional or statutory limitation ; and ( i ) The City is a duly organized and existing statutory city under the coiisti tut icn and laws of the State of Minnesota and has power and authority under the constitution and laws of the State of Minnesota ( including , in particular , the Act ) and the Bond Resolution to issue , execute, sell and deliver the Bonds , to loan the proceeds thereof to the Company and to execute, deliver and perform the Loan Agreement and the Lndenture. '/ . Subject to the approval of the City Attorney and the provisions of Section, 11 , the form of the Loan Agreement, the Remarketing Agreement , the DecLaration and the Indenture and exhibits thereto and all other documents described in paragraph 4 hereof are approved subs t ant ial.y in the form submitted . The Loan Agreement and the Indenture. in substantially the form submitted , are directed to be executed in the name and on behalf of the City by the Mayor , the City Manager and the City Clerk . Tt;e Remarketing Agreement and any other documents and certificates necessary to the transaction described above shall be executed by the appropriate City officers . Copies of all of the documents necessary to the transaction herein described shall be delivered , filed and recorded as provided herein and in said Loan Agreement and Indenture. 8 . The City shall proceed forthwith to issue its Bonds , in the form and upon the terms set forth in the Indenture. The offer of the Remarketing Agent to purchase the Bonds for $4 , 235 , 000 , plus accrued interest , if any , to the date of delivery at the interest rate or rates specified in the Indenture, is hereby accepted . Me Mayor, City Manager and City Clerk are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Remarketing Agent. 9 . The Mayor , City Manager , City Clerk and other officers of the City are authorized and directed to prepare and furnish to Bond Counsel , the Trustee and the Remarketing Agent 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 and control or as otherwise known to them; and all such certif. i. ed copies , certificates and affidavits , including any heretofore furnished , shall constitute representations of the City as to the truth of all statet3ents contained therein . 10 . The approval hereby- given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such 4 t modifications thereof , deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute said documents prior to their execution ; and said City officials ar-e hereby authorized to approve said changes on behalf of the City . The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusivQ evidence of the approval of such documents in accordance with the terms hereof . In the absence of the Mayor, or City Manager oz City Clerk , any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor , the Acting City Manager or the Acting City Clerk , respectively. 11 . The Bonds will be secured , prior to the Conversion Date by the investment of the proceeds thereof in investment agreements between the Trustee and Manufacturers Hanover Trust Company or other financial institutions with a long-term debt rating by Standard & Poor ' s Corporation of "AA" or by Moody's Investors Services of "Aa " . On the basis that the investment agreement has been entered into with a financial institution whose long-term debt rating as awarded by Standard & Proor's Corporation is "AA" and as awarded by Moody ' s Investors Service is "Aa " , the City hereby approves the initial offering and sale of the Bonds , on a private placement basis, without any rating having been awarded thereto by either Standard & Poor_ 's Corporation or Moody ' s Investors Service and without a Credit in - place to secure the Bonds . This Resolution shall not be construed to waive or modify any of the provisions of Section 309 of the Indenture, except with respect to the initial offering anc3 sale of the Bonds for the period prior Lo the Conversion Date . ADOPTED by the Eden Prairie City Council on December 30, 1985 , ATTEST; Gary D,-,Peterson, yor John, i^a e, City Clerk 5