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HomeMy WebLinkAboutResolution - 87-228 - Authorizing Issuance by City of its $3,850,000 Multifamily Housing Development Refunding Revenue Bonds - FHA Insured Mortgage Loan - Preserve Place - RESOLUTION NO. 87-228 r A RESOLUTION AUTHORIZING THE ISSUANCE BY THE CITY OF EDEN PRAIRIE , MINNESOTA OF ITS $3 , 850 , 000 MULTIFAMILY HOUSING DEVELOPMENT REFUNDING REVENUE BONDS (FHA INSURED MORTGAGE LOAN - PRESERVE PLACE) WHEREAS , on December 31 , 1985 , the City of Eden Prairie , Minnesota (the "City") issued its $4 , 235 , 000 Multifamily Housing Development Revenue Bonds (Preserve Place Apartments Project) (the "Prior Bonds") pursuant to the terms of an Indenture of Trust, dated as of December 1, 1985 , between the City and First Trust Company, Inc . , as trustee (the "Trustee") , as amended by Supplemental Indenture Number One thereto, dated as of August 1, 1986 (collectively, the "Prior Indenture") ; and WHEREAS , the Prior Bonds were issued pursuant to Minnesota Statutes , Chapter 462C, as amended (the "Act" ) , to provide funds to Preserve Place Apartments Limited Partnership, a Minnesota limited partnership (the "Company") , to finance the acquisition, construction and equipping of a multifamily rental housing development in the City consisting of seventy-seven (77) dwelling units and functionally related and subordinate facilities (the "Project") ; and WHEREAS , the Company has requested that the City issue its $3 , 850 , 000 Multifamily Housing Development Refunding Revenue Bonds (FHA Insured Mortgage Loan - Preserve Place Apartments) (the "Refunding Bonds") to provide funds to refund the Prior Bonds in order to improve the financial feasibility and viability of the Project in light of circumstances that have arisen since the issuance of the Prior Bonds ; and WHEREAS , the Act authorizes the City to issue such Refunding Bonds ; and WHEREAS , in connection with the proposed issuance of the Refunding Bonds , there have been submitted to the City Council preliminary forms of the following documents (the "Documents") for its review and approval : (a) the Indenture of Trust, to be dated as of July 1, 1987 , between the City and the Trustee (the "Indenture") ; (b) the Loan Agreement, to be dated as of July 1, 1987, between the City and the Company ( the " Loan Agreement") ; (c) the Arbitrage Certificate, to be dated as of July 1, 1987 , made by the Issuer and certified by the Company; (d) the Arbitrage Rebate Agreement, to be dated as of July 1 , 1987 , between the City, the Company and the Trustee; (e) the Closing Certificate of the Issuer, to be dated August 5, 1987 ; ( f) Internal Revenue Service Form 8038 ; (g) the form of the Specimen Bond; (h) the Supplemental Indenture of Trust Number_ Two to Indenture of Trust, to be dated as of July 1 , 1987 , between the City and the Trustee and consented to by the Company and the owner of the Prior Bonds; ( i) the First Amendment to Declaration of Restrictive Covenants, to be dated as of July 1, 1987 , executed by the Company and consented to by the City and the Trustee; (j ) the Bond Purchase Agreement, to be dated August 5 , 1987 , between the City , the Company and Miller & Schroeder Financial , Inc. , as the original purchaser of the Refunding Bonds (the "Underwriter") ; (k) the Preliminary Official Statement, dated June 26, 1987 (the "Preliminary Official Statement") ; and (1) certain other document, certificates and agreements ; and WHEREAS, a public hearing was duly noticed and held on this day ! at which all interested parties were afforded the opportunity to be heard in connection with the issuance of the Refunding Bonds; NOW, 'THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS : 1 . The City acknowledges, finds, determines and declares that: (a) 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; (b) 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 commt;nities ; (c) the acquisition, construction and equipping of the Project, the issuance and sale of the Refunding Bonds, the execution and delivery by the City of the Loan Agreement , the Indenture , the Arbitrage Rebate Agreement and the other Documents, and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture, the Arbitrage Rebate Agreement and the other Documents and of all other acts and things required under the constitution i 2 and laws of the State of Minnesota to make the Loan Agreement , the Indenture , the Arbitrage Rebate Agreement and the other Documents and the Refunding Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act ; (d) 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, construction and equipping 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 ; (e) it is desirable that the Refunding Bonds be issued by the City upon the terms set forth in the Indenture ; ( f) 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 Refunding 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, 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; (g) under the provisions of the Act, and as provided in the Loan Agreement and the Indenture, the Refunding Bonds are not to be payable from or charges 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 Refunding Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Refunding 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 Refunding 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 Refunding Bonds shall recite that the Refunding Bonds are payable solely from the revenue pledged to the payment thereof and the Refunding Bonds shall not constitute a debt of the City within the i i 3 meaning of any constitutional or statutory limitation of debt; and (h.) the City has been advised that conventional commercial financing for the Project is available only on a limited basis , that the terms of such conventional commercial financing or the continued financing of the Project under the terms of the Prior Bonds would jeopardize the financial feasibility and viability of the Project , and that the Project will be more economically feasible with the aid of municipal financing in the form of the Refunding Bonds . 2 . Subject to the approval of the City Attorney, the form and substance of the Documents are approved as submitted. 3 . The Mayor, the City Manager, the City Clerk and the other proper officials of the City, and each of them, shall be, and they each hereby are , authorized and directed to execute, acknowledge, perform, deliver, file and record, in the name of and on behalf of the City, the 'Documents in substantially the form as approved hereunder, together with such changes therein and deletions or additions thereto as the official or officials executing the same, acting upon the advise and with -the advice of the City Attorney, shall deem advisable or appropriate , and all other instruments , documents , information returns , certificates , affidavits, actions or deeds which may be deemed by said officials , or any of them, to be necessary or advisable to consummate the transactions contemplated by these Resolutions, all of which may contain such clauses , terms, conditions and provisions as the official or officials who execute the same, acting upon the advice and with the approval of the City Attorney, shall deem advisable or appropriate ; the execution , acknowledgement, delivery, filing, recording and performance of any of the foregoing by such official or officials to be conclusive evidence of the approval by the City of the terms, conditions and performance thereof. In the absence of the Mayor, the City Manager or the City Clerk, any of the instruments , documents , information returns, certificates, affidavits, actions or deeds authorized or directed by these Resolutions may be executed, delivered or performed by the Acting Mayor, Acting City Manager, Acting City Clerk or other appropriately authorized person, as the case may be. 4 . The City shall proceed forthwith to issue the Refunding Bonds , in the form and upon the terms set forth in the Indenture. The offer of the Underwriter to purchase the Refunding Bonds for $3 , 850, 000, plus accrued interest, if any, to the date of delivery at the interest rate or rates specified in the Indenture, is hereby accepted . The Mayor and the City Manager are authorized and directed to prepare and execute the Refunding Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Underwriter. 4 5 . The City has consented to the use and distribution of the Preliminary Official Statement, together with such changes thereto as permitted under these Resolutions as may be advisable or appropriate in connection with the adaptation of the Preliminary Official Statement as the final official statement (the "Final Official Statement") , and the City hereby consents to the use and distribution of the Final Official Statement, but the City has not participated in the preparation of the Preliminary or Final Official Statements and makes no representation as to their content except as specifically stated therein. Adopted by the City Council of the City of Eden Prairie, Minnesota this 4th day of August, 1987 . [ SEAL] 7 Attest: r rt`" rane, City Clerk ary to ry; Mayor 5