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HomeMy WebLinkAboutResolution - 86-200 - Final Approval - Housing Bonds - Preserve Place Apartments - $4,235,000 - Councilmember _ offered the following resolution and moved its adoption , which motion was seconded by Councilmember RESOLUTION NO . 86- 0 RESOLUTION AUTHORIZING EXECUTION OF SUPPLEMENTAL INDENTURE NUMBER ONE WITH RESPECT TO THE $4 , 235 , 000 CITY OF EDEN PRAIRIE, MINNESOTA MULTIFAMILY HOUSING DEVELOPMENT' REVENUE BONDS ( PRESERVE PLACE APARTMENTS PROJECT) BE IT RESOLVED, by the City Council of the City of Eden Prairie , Minnesota , as follows : 1 . The City issued its $4 , 235 , 000 City of Eden Prairie, Minnesota Multifamily Housing Development Revenue Bonds ( Preserve Place Apartments Project ) ( the ''Bonds " ) pursuant to the terms of an Indenture of Trust, dated as of December 1 , 1985 , between the City and First Trust Company, Inc . ( the "Trustee" ) ( the "Indenture" i to provide funds to finance a multifamily rental housing development within the meaning of Minnesota Statutes , Chapter 462C, as amended (the "Project" ) , to be owned by Preserve Place Apartments Limited Partnership (the "Company" ) . 2 . Hutton Asset Management , the owner of the Bonds (the "Owner" ) , has required that a rating be obtained for the Bonds from Standard & Poor ' s Corporation ( "S & P" ) . 3 . S & P will not issue a rating for the Bonds unless and until certain amendments , modifications and supplements are made to the Indenture . 4 . The Trustee has determined that the amendments and supplements required by S & P will not adversely affect the rights , duties or immunities of the City, and the Trustee has obtained an opinion of Bond Counsel to the effect that the amendments , modifications and supplements to the Indenture will not adversely affect the tax-exempt nature of the Bonds . 5 . Although Section 1001 ( g) permits the Trustee to make the amendments , modifications and supplements to the Indenture that S & P has required without the prior written consent of the City ( see Section 1005 of the Indenture ) , without the prior written consent of the Owner of the Bond ( see Section 1002 of the Indenture ) and without the consent of the Bank ( because no Credit is outstanding ) ( see Section. 1001 (g ) of the Indenture ) , but with the prior written consent of the Company ( see Sections 1002 and 1003 of the Indenture ) , the Trustee has , nevertheless , chosen to obtain the written consents of the City, the Owner and the Company prior to making paid amendments , modifications and supplements . 6 . The form of Supplemental Indenture Number One to Indenture of Trust, by and between the City and the Trustee , and consented to by the Company and the Owner of the Bonds ( the "Supplemental Indenture " ) has been submitted to this Council for approval . 7 . The Bond Purchase and Remarketing Agreement relating to the Bonds , dated December 31 , 1985 , between Miller & Schroeder Financial , Inc . , the City and the Company ( the "Remarketing Agreement" ) which was executed at the time of the issuance of the Bonds was subsequently discovered to contain certain errors , omissions and inconsistencies , including, in particular , certain discrepancies relating to the indemnification provisions and the payment of Miller & Schroeder Financial, Inc . ' s fees . 8 . The errors , omissions and inconsistencies have been corrected to the reasonable satisfaction of the Company and Miller & Schroeder Financial , Inc . to reflect the true intent of the parties as of the date of the issuance of. the Bonds and a form of the revised Remarketing Agreement has been submitted to this Council for approval . 9 . Subject to the approval of the City Attorney, the form of the Supplemental Indenture and of the revised Remarketing Agreement are approved substantially in the forms submitted . The Supplemental Indenture and the revised Remarketing Agreement, in substantially the forms 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 . Copies of all of the documents necessary to the transactions herein described shall be executed, acknowledged and delivered as provided herein and in said Supplemental Indenture . 10 . The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Bond Counsel and the Trustee certified copies of all proceedings and records of the City relating to the Supplemental Indenture and the revised Remarketing Agreement and such other affidavits and certificates as may be required to show the facts relating to the approval, execution, acknowledgment and delivery 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 certified copies , certificates and affidavits , including any heretofore furnished, -2- shall constitute representations of the City as to the truth of all statements contained therein . 11 . 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 modifications thereof , deletions therefrom and add4.tions 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 are 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 conclusive evidence of the approval of such documents in accordance with the terms hereof . In the absence of the Mayor , or City Manager or 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 . -3- ADOPTED hv the Eden Prairie City CounCil , August 5, 1986. iL ~ - ATTEST: 07 - � �~ ^