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HomeMy WebLinkAboutResolution - HRA 2014-05 - Amendment to Elim Shores Housing Refunding Revenue Note Series 2003 - 09/02/2014 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A. RESOLUTION NO. 2014-05 RESOLUTION AUTHORIZING AND ENTERING INTO AN AMENDMENT TO THE HOUSING REFUNDING REVENUE NOTE (ELIM SHORES, INC. PROJECT) SERIES 2003 WHEREAS, pursuant to Minnesota Statutes Chapter 462C, as amended (the "Act") the Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "Authority") authorized and issued its Elderly Housing Refunding Revenue Note (Elim Shores, Inc. Project), Series 2003 ("Original Note") to finance a project as described in Resolution No. 2003-04 adopted on July 15, 2003; and WHEREAS, Elim Shores, Inc. (the `Borrower") has requested that the Authority amend and restate the Original Note to modify the provisions relating to the interest rate on the Original Note; and WHEREAS, the Authority finds and determines that, pursuant to the Act, it is appropriate to proceed with amending the Original Note. NOW, THEREFORE, be it resolved by the Commissioners of the Authority as follows: 1. The Commissioners hereby gives approval that the Authority authorize the execution and delivery of the Amended and Restated Note attached hereto as Exhibit A and any other document, amendments or modifications to related financing documents. 2. Pursuant to the foregoing, there have been prepared and presented to the Commissioners copies of the Amended and Restated Note which is now, or shall be placed, on file in the office of the Executive Director. The form of the Amended and Restated Note is approved with such variations, insertions and additions as are deemed appropriate by the parties and approved by the Authority. 3. Upon the completion of the preparation of the Amended and Restated Note the Chair and the Executive Director shall execute the same on behalf of the Authority in substantially the form approved in Section 4 hereof on behalf of the Authority, and shall execute such other certifications, documents or instruments as Bond Counsel, or counsel for Bremer Bank, National Association (the "Lender") shall require, subject to the approval of the Counsel to the Commission and all certifications, recitals and representations therein shall constitute the certifications, recitals and representations of the Authority. Execution of any instrument or document by one or more appropriate officers of the Authority shall constitute, and shall be deemed conclusive evidence of, the approval and authorization by the Authority and the Commissioners of the instrument or document so executed. 4. The Amended and Restated Note shall be issued and substantially in the form presented to the Commissioners and set forth as Exhibit A to this Resolution with such appropriate variations, omissions, and insertions as are permitted or required by this Resolution. The terms of the Amended and Restated Note are set forth therein and such terms are incorporated by reference herein. The Amended and Restated Note shall be executed on behalf of the Authority by the signatures of the Chair and the Executive Director and shall be sealed with its corporate seal. In case any officer whose signature shall appear on the Amended and Restated Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 5. The approval hereby given to the various documents referred to above includes an approval of such modifications thereof, deletions there from and additions thereto as may be necessary and appropriate and approved by the Authority prior to the execution of the documents. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of the Chair, any of the documents authorized by this Resolution to be executed may be executed by the acting Chair; in the absence or disability of the Executive Director, by such officer of the Authority who, in the opinion of counsel to the Authority, may execute such documents. 6. The Authority deems the Amended and Restated Note to be a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3)(c) of the Internal Revenue Code of 1986, as amended. 7. Notwithstanding anything contained in the Amended and Restated Note or any other document referred to in this Resolution (a) the Original Note, as amended by the Amended and Restated Note (collectively, the "Note"), shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation, and shall not be payable from nor chargeable upon any funds other than the revenue pledge to the payment thereof, and the Authority shall not be subject to any liability thereon, (b) no Holder of the Note shall ever have the right to compel any exercise of the taxing power of the Authority to pay the Note or the interest thereon or to enforce payment thereof against any property of the Authority other than those rights and interests of the Authority under the Loan Agreement, which have been pledged to the Lender, and (c) the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Authority other than those rights and interests of the Authority under the Loan Agreement which have been pledge to the Lender. The agreement of the Authority to perform the covenants and other provisions contained in this Resolution, Resolution No. 2003-04, the Amended and Restated Note, the Loan Agreement and the other documents referenced in this Resolution shall be subject at all times to the availability of revenues furnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the Authority shall not be subject to any personal or any pecuniary liability thereof other than as stated above. 8. The Borrower has agreed to pay directly or through the Authority any and all costs incurred by the Authority in connection with the financing whether or not the financing is carried to completion and whether or not the Amended and Restated Note is executed. ADOPTED by the Housing and Redevelopment Authority on September 2, 2014. ncy ra- e air 57 ATTEST: Rick Getschow, Executive Director