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HomeMy WebLinkAboutResolution - 87-276 - Sale of $7,865, 000 for Multiple Family Housing Bonds for Eden Pointe Apartments aka Olympic Ridge for Eden Pointe Apartments Limited Partnership - RESOLUTION NO. 87-276 CITY OF EDEN PRAIRIE A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA (THE "ISSUER") AUTHORIZING THE AMENDMENT OF THE INDENTURE OF TRUST RELATING TO $77865,000 !MULTIFAMILY HOUSING DEVELOPMENT REVENUE BONDS (OLYMPIC RIDGE PROJECT) (THE "BONDS'), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON ARE PAYABLE SOLELY FROM REVENUES DERIVED FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE ASSIGNMENT TO AND ASSUMPTION OF THE BONDS BY R. NESLUND CO.; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE AMENDED .AND RESTATED INDENTURE OF TRUST; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE AMENDMENT TO LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE REGULATORY AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE BOND PURCHASE AGREEMENT; APPROVING THE FORM OF A COMBINATION MORTGAGE, SECURITY AGREEMENT AND FI'�,-TURE FINANCING STATEMENT AND A REMARK STING OFFERING MEMORANDUM WHEREAS, the City of Eden Prairie, Minnesota (the "Issuer") is a statutory city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended (the "Acts"), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a multifamily rental housing development, and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds (the "Program"); and WHEREAS, to provide a means of financing the cost of a rental housing development that will provide decent, safe and sanitary housing for low and moderate income residents of the City of Eden Prairie (the "City") at rents they can afford, and further (1) to provide for and promote the public health, safety, morals and welfare; (2) to provide for efficient and well-planned urban growth and development, including the elimination and prevention of potential urban blight, and the proper coordination of industrial facilities with the public services, mass transportation and multifamily housing developments; and (3) to assist persons of 1 low and moderate income in obtaining safe and sanitary housing at rents which they can afford, which constitute valid public purposes for the issuance of revenue bonds under the Acts, the Issuer has issued its Multifamily Housing Development Revenue Bonds (Eden Pointe Apartments Project) (the 'Bonds") originally issued in the aggregate principal amount of $7,865,000 and has loaned the proceeds to Eden Pointe Apartments Limited Partnership, a Minnesota limited partnership (the "Prior Partnership"), pursuant to a Loan Agreement dated as of December 1, 1985 between the Issuer and the Developer (the "Loan Agreement") to permanently finance construction of a multifamily rental housing development in the City (the "Project"); and WHEREAS, the Issuer has financed the undertaking of said Project under the Act by the issuance of the Bonds of the Issuer under a resolution adopted on December 30, 1985; and WHEREAS, the Bonds were issued under an Indenture of Trust dated as of December 1, 1985 between the Issuer and First Trust Company, Inc. (the "Trustee") and are secured by a pledge and assignment of certain revenues, in accordance with the terms of the Indenture of Trust, and said Bonds and the interest on said Bonds are payable solely from the revenues pledged therefor and the Bonds do not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and do not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in said Project; and e WHEREAS, pursuant to an Assignment and Assumption Agreement dated September 10, 1987, the Prior Partnership assigned its duties, obligations, rights and interests in and to the Project, the Loan Agreement and the Bonds, to R. Neslund Co., a Minnesota corporation (the "Developer"); and WHEREAS, the Developer has redesignated the Project as the "Olympic Ridge Project" and the Bonds have been redesignated the City of Eden Prairie, Minnesota Multifamily Housing Development Revenue Bonds (Olympic Ridge Project); and WHEREAS, the Bonds have been remarketed and the parties to such remarketing, desire that certain changes be made to the Indenture and Loan Agreement, and that there be executed a Combination Mortgage, Security Agreement and Fixture Financing Statement, a Bond Purchase Agreement and a Regulatory Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: 1. The Issuer hereby approves the assignment to the Developer of the duties, obligations, rights and interests of the Prior Partnership in and to the Project, the Loan Agreement and the Bonds, and the assumption of those duties, obligations, rights and interests, by the Developer. 2. The City Council of the Issuer hereby authorizes and directs the Mayor and City Manager of the Issuer (the "Mayor" and the "Manager", 2 { respectively) to execute and deliver the Amended and Restated Indenture of Trust dated October , 1987 (the "Amended Indenture"), by and between the Issuer and the Trustee, and to deliver to said Trustee the Amended Indenture, and hereby provides that the Amended Indenture shall provide additional terms and conditions, covenants, rights, obligations, duties and agreements of the bondholders, the Issuer and the Trustee as set forth therein. All of the provisions of the Amended Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Amended Indenture shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion and upon advice of special counsel, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 3. The Mayor and Manager are hereby authorized and directed to execute and deliver the Amendment to Loan Agreement, dated October 1987, (the "Amendment") between the Issuer and the Developer (the Loan Agreement and Amendment are hereinafter referred to as the "Amended Loan Agreement"), the Regulatory Agreement dated October 6 , 1987 (the "Regulatory Agreement") between the Issuer, the Developer and the Trustee, and the Bond Purchase and Remarketing Agreement dated October 6 , 1987 (the "Bond Purchase Agreement") between the Issuer, the Developer and Miller BSc Schroeder Financial, Inc. All of the provisions of the Amended Loan Agreement, the Regulatory Agreement, and the S1, Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Amended Loan Agreement, the Regulatory Agreement, and the Bond Purchase Agreement shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor ahsll be conslusive evidence of such determination. 4. The form of the Combination Mortgage, Security Agreement and Fixture Financing Statement dated October 6 , 1987 from the Developer to the Trustee and Midwest Federal Savings and Loan Association of Minneapolis is hereby approved in substantially the form on file with the Issuer which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion and upon advice of special counsel shall determine. 5. The Mayor and Manager of the Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the remarketing of the Bonds. 6. The Issuer hereby consents to the distribution of the Remarketing Offering Memorandum dated October 6 , 1987, relating to the Bonds, in the form on file with the Issuer, provided that the Mayor may consent to such variations, omissions and insertions as are not materially inconsistent with the form on file 3 with the Issuer on the date hereof. The Remarketing Offering Memorandum is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. The Issuer has not reviewed or approved any information or statements contained in the Remarketing Offering Memorandum or the appendices thereto and assumes no .responsibility for the sufficiency, completeness or accuracy of the same, except for the information contained therein under the caption "THE ISSUER". 7. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the City Council Ly the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the i)reach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Amended Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Amended Indenture. 8. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any owner of the Bonds, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any owner from time to time of the Bonds. 9. In case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be 4 construed and endorsed as if such illegal or invalid provision had not been contained therein. 10. The officers of the Issuer and attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any t•eason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the Manager of the Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by a member of the City Council or the City Clerk, respectively, with the same force and effect as if such documents were executed and delivered by the Manager of the Issuer. 11. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Eden Prairie this Eth day of October, 1987. SEAL G eterson ayor Attest -� ohn D. Frane " JCity Clerk 5 RESOLUTION STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS CITY OF EDEN PRAIRIE ) The undersigned duly qualified and acting City Clerk of the City of Eden Prairie hereby certifies the following: 1. The attached is a full, true and correct copy of the original Resolution No. 87--2.76 , adopted October 6, 1987, and on file in the Office of the City Clerk. 2. The City Council rneetng was held upon due call and notice and all members were present. 3. WITNESS my hand and the seal of the City. Dated: October 6 , 1987 CITY OF EDEN PRAIRIE w John D. Frane City Clerk 6