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HomeMy WebLinkAboutResolution - 87-227 - Authorizing the Issuance of Multifamily Housing Revenue Refunding Bonds Under the MN Housing Act - Quail Ridge Apartments Project - RESOLUTION #87-227 ME526 RESOLUTION AUTFIORIZTNIC THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS UNDER THE MINNESOTA HOUSING ACT (QUAIL RIDGE APARTMENTS PROJECT) BE IT RESOLVED by the Council of the City of Eden Prairie , Minnesota , as follows : 1 . On July 24 , 1985 the City issued its $5 , 565 , 000 Multifamily Housing Revenue Bonds , Series 1985 (Quail Ridge Apartments Project ) ( the " Prior Bonds" ) to provide financing for construction of an multifamily rental housing facility by Eames Apartments Limited Partnership , a Minnesota limited partnership ( the ".Company" ) . The Council has received a proposal from the Company that the City refund the Prior Bonds as herein described , pursuant to the Minnesota Statutes , Chapter 462C ( the "Act" ) , through issuance by the City of its $5 , 565 , 000 Multifamily Housing Revenue Refunding Bonds , Series 1987 (Quail Ridge Apartments Project) ( the "Bonds" ) , and in accordance with a Bond Purchase Agreement ( the "Purchase Agreement" ) between the City , the Company and McClees Investments , Inc . ( the "Bond Purchaser" ) . The Bond Purchase will offer the Bonds pursuant to a Preliminary Official Statement ( the "Preliminary Official Statement" ) and a Final Official Statement to be prepared prior to the closing of the purchase of the Bonds . 2 . It is proposed that , pursuant to a Loan Agreement dated August 1 , 1987 , between the City as lender and the Company, as borrower ( the " Loan Agreement" ) , the City loan the proceeds of the Bonds to the Company to refinance the cost of the Project . The basic 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 the basic payments and certain other rights under the Loan Agreement to Marquette Bank Minneapolis, N . A. in, — Minnesota ( the "Trustee" ) as security for payment of the Bonds under an Indenture of Trust dated August 1 , 1987 ( the " Indenture" ) and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to a Mortgage and Security Agreement dated August 1 , 1987 ( the "Mortgage" ) and to further secure the payment of the Bonds and the interest thereon, enter into an Assignment of Leases and Rents dated August 1 , 1987 ( the "Assignment of Leases and Rents " ) and an Irrevocable Letter of Credit in the amount of $500 , 000 in favor of the Trustee . M. C . Gresser and John Enggren issued by the Midway National Bank of St . Paul , have also entered into a Guaranty Agreement dated August 1 , 1987 in favor of the Trustee for the benefit of the Bondholders ( the "Guaranty" ) . 3 . Forms of the following documents have been submitted to the Council for approval : (a ) The Loan Agreement . (b) The Indenture . (c) The Mortgage . (d ) The Assignment of Leases and Rents . (e) The Guaranty . ( f ) The Purchase Agreement . (g ) The Letter of Credit . ( h) The Regulatory Agreement . 6 . It is hereby Found , determined and declared that : ( a ) the .issuance and sale of the Bonds , the exedution and delivery by the City of the Loan Agreement , the Regulatory 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 constitution and la*js of the State of. Minnesota to make the Loan Agreement , Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (b) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture ; (c) 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 , Mortgage and 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 Premises and payable during the term of the Mortgage , Loan Agreement and Indenture; (d) as provided in the Loan Agreement and 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 ark issued without moral obligation on the part of the state or its political. subdivisions , and that the Bonds , including interest thereon , are payable solely from the revenues pledged to the payment thereof ; and , the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation . 4 . Subject to the final approval of the City Attorney, the forms of the Loan Agreement , the Purchase Agree- ment , the Regulatory Agreement and Indenture and exhibits thereto are approved substantially in the form submitted . The Loan Agreement , Purchase Agreement , Regulatory Agreement and Indenture, in substantially the form submitted , are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager together with any other documents and certificates necessary to the transaction described above . Copies of all of the documents necessary to the transaction herein described shall be delivered , filed and recorded as provided herein and in the Loan Agreement and Indenture . 5 . The City has not prepared nor made any independent investigation of the information contained in the Official Statement other than the section therein captioned " Issuer , " and the City takes no responsibility for such information . 6 . 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 Bond Purchaser to purchase the Bonds for $5 , 565 , 000 plus accrued interest to the date of delivery at the interest rates set forth in the Indenture . The Mayor 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 Bond Purchaser . 7 . The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the Bond Purchaser 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 certified copies , certificates and affidavits , including any heretofore furnished , shall constitute representations of the City as to the truth of all statements contained therein. 8 . 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 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 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 Manager , any of the documents authorized by this resolution to be executed may be i executed by the Acting Mayor or the City Manager , respectively . Passed : August 4 , 1987 2> Ka ycfr Attest 71- rk (SEAL)