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HomeMy WebLinkAboutResolution - 2011-19 - Multi Family Housing Revenue Bonds - Rolling Hills Project - 01/18/2011 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2011-19 RESOLUTION RELATING TO MULTIFAMILY HOUSING REVENUE BONDS (ROLLING HILLS PROJECT)SUBORDINATE SERIES 2001 C AND 2001 E; AUTHORIZING THE REISSUANCE THEREOF AND THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL SUBORDINATE INDENTURE OF TRUST WHEREAS,the City of Eden Prairie, Minnesota(the"City)has previously issued its Multifamily Housing Revenue Bonds(Rolling Hills Project) Subordinate Series 2001C (the "Series 2001C Bonds') and its Multifamily Housing Revenue Bonds(Rolling Hills Project) Subordinate Series 2001 E (the"Series 2001E Bonds"; together with the Series 2001C Bonds, the "Bonds")pursuant to a Subordinate Indenture of Trust dated as of August 1, 2001 (the"Original Indenture")by and between the City and U.S. Bank National Association, as trustee(the "Trustee"); and WHEREAS, the City has loaned the proceeds of the Bonds to SE Rolling Hills, LLC, a Delaware limited liability company(the"Borrower")whose members are Senior Care Communities,Inc., a District of Columbia nonprofit corporation and 501(c)(3)organization and Ebenezer Society, a Minnesota nonprofit and 501(c)(3) organization,to be used to finance a portion of the costs of the acquisition, construction and equipping of a 142-unit multifamily rental housing and health care facility located at the southeast corner of the intersection of Rolling Hills Drive and Prairie Center Drive in the City and certain related project costs and costs of issuance of the Bonds(the"Project"); and WHEREAS, the Borrower has requested that the City and the Trustee enter into a First Supplemental Subordinate Indenture of Trust(the"Supplemental Indenture")providing for certain amendments to the original Indenture; and WHEREAS,the City's bond counsel has advised that the Supplemental Indenture provides for changes to the payment provisions of the Bonds that will cause the Bonds to be "reissued"within the meaning of the Internal Revenue Code of 1986, as amended (the"Code"); and WHEREAS,the City's bond counsel has advised that,based on information provided by the Borrower, the changes provided in the Supplemental Indenture require that a public hearing be held with respect to such reissuance pursuant to Section 147(f) of the Code; and WHEREAS,the City has held a public hearing on the date hereof, pursuant to duly published notice, with respect to the reissuance of the Bonds; and -1- WHEREAS, a form of the Supplemental Indenture has been presented to this Council and is hereby ordered to be placed on file in the office of the City Finance Director. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, as follows: 1. Approval of Reissuance of Bonds. The City hereby approves the reissuance of the Bonds. 2. Approval and Execution of Supplemental Indenture. The Supplemental Indenture, substantially in the form presented to this Council, is hereby approved. The Mayor and the City Manager(or, in the event of their absence or disability, the acting Mayor or the acting City Manager, respectively) are hereby authorized and directed to execute and deliver, as applicable, the Supplemental Indenture in the name of and on behalf of the City. The Supplemental Indenture shall be substantially in the form now on file in the office of the City finance director, with such necessary and appropriate variations, omissions and insertions as the City Attorney shall determine to be necessary or appropriate, and the execution thereof by the City Attorney shall be conclusive evidence of such determination. 3. Execution of Other Documents. Officers of the City are hereby authorized and directed to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the Supplemental Indenture. 4. Limited Obligations. The Bonds are not to be payable from nor charged upon any funds of the City other than the revenues pledged to the payment thereof under the Original Indenture, as amended by the Supplemental Indenture(as so amended, the"Indenture");the City is not subject to any pecuniary liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Bonds or the interest thereon,nor to enforce payment thereof against any property of the City, except the revenue, including payments under the Subordinate Loan Agreement dated as of August 1,2001, between the City and the Borrower(the"Loan Agreement"), pledged to the payment thereof under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenue, including payments under the Loan Agreement pledged to the payment thereof under the Indenture. Adopted this 181h day of January,2011. N cy�T a- or Attest: rathlreen Porta, City Clerk -2-