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HomeMy WebLinkAboutResolution - 89-162 - Approve $12,600,000 Multi-Family Housing Bonds - Fountain Place II - 07/18/1989 RESOLUTION NO. 89-162 RESOLUTION AUTHORIZING THE CITY OF EDEN PRAIRIE, MINNESOTA TO ISSUE NOT TO EXCEED $12 , 600 , 000 PRINCIPAL AMOUNT OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (FOUNTAIN PLACE APARTMENTS-- PHASE II ) SERIES 1989A AND SERIES 1989B, FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND THE ISSUER ' S MULTIFAMILY REFUNDING REVENUE BONDS (FOUNTAIN PLACE APARTMENTS PROJECT--PHASE II) SERIES 1988 , THE PROCEEDS OF WHICH WILL PROVIDE PERMANENT FINANCING FOR A PROJECT CONSISTING OF 158 UNITS OF RENTAL HOUSING, INCLUDING REAL ESTATE, BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES, MACHINERY AND EQUIPMENT; AUTHORIZING THE ISSUER TO ENTER INTO A TRUST INDENTURE, LOAN AGREEMENT, AMENDMENT TO REGULATORY AGREEMENT AND BOND PURCHASE CONTRACT; AND AUTHORIZING THE ISSUER TO TAKE SUCH FURTHER ACTION AS IS NECESSARY OR REQUIRED WITH RESPECT TO THE ISSUANCE OF THE BONDS . WHEREAS , The City of Eden Prairie, Minnesota ( the " Issuer" ) proposes to issue its Multifamily Housing Revenue Refunding Bonds (Fountain Place Apartments--Phase II) Series 1989A and Series 1989B, in a principal amount not to exceed $12, 600, 000 (the "Bonds" ) , for the purpose of refunding a like principal amount of its Multifamily Refunding Revenue Bonds (Fountain Place Apartments Project--Phase II) Series 1988 (the "Refunded Bonds" ) which were issued to refund the outstanding principal amount of the Issuer ' s Multifamily Housing Revenue Bonds (Fountain Place Apartments Project) Series 1985 ( the "Original Bonds" ) which had been issued to finance the costs of the acquisition, construction and equipping of the multifamily housing development located within the jurisdiction of the City of Eden Prairie, Minnesota (such development and any additions thereto hereafter approved by the Issuer, the "Project" ) , all in accordance with the provisions of the Constitution of the State of Minnesota, the Minnesota Statutes , Chapter 462C, as amended ( the "Act" ) ; and WHEREAS, the Act requires adoption of a program after a public hearing has been held following publication of notice in a newspaper of general circulation at least 15 days in advance of the public hearing; and WHEREAS , on November 19 , 1985 , in accordance with the requirements of the Act and TEFRA, the Issuer held a public hearing on the proposed adoption of a program (the "Program" ) which provided for issuance of the Original Bonds following 5555f the publication of notice duly published in a newspaper of general circulation in the jurisdictional boundaries of the Issuer , and at said meeting all members of the public desir- ing to express their views on said issuance were given such an opportunity; and WHEREAS, the Issuer , in connection with the issuance of the Original Bonds , adopted a Housing Plan pursuant to and in conformity with the Act following a public hearing thereon after one publication of notice in a newspaper circulating generally in the Issuer ; and WHEREAS, in connection with the issuance of the Original Bonds, the Issuer adopted the Program by the passage of Resolution No . 85-267 ; and WHEREAS, the Program was submitted to the Metropolitan Council , and the Metropolitan Council was afforded an oppor- tunity to present comments at the public hearing , all as required by the Act ; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency (the "Agency" ) ; and WHEREAS, on the date hereof , in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986 , as amended, the Issuer has held a public hearing , after the publication of notice at least 14 days prior to the date hereof , of the proposed issuance of the Bonds in a newspaper of general circulation, and at said hearing all members of the public desiring to express their views on the issuance of the Bonds were given such an opportunity; and WHEREAS, the Issuer finds and determines that in fur- therance of the purposes and pursuant to the provisions of the Act , it is necessary and advisable and in the best inter- est of the Issuer to proceed with the issuance of the Bonds to refund the Refunded Bonds and to apply the remaining proceeds of the Original Bonds in accordance with the terms of the Loan Agreement (as hereinafter defined) ; and WHEREAS, the City Council of the Issuer further finds and determines that it is necessary and desirable that the Issuer enter into ( i ) a Trust Indenture ( the "Indenture" ) with First Trust National Association, St . Paul , Minnesota ( the "Trustee" ) , for the purpose of issuing the Bonds to refund the Refunded Bonds and securing the Bonds as herein- after provided, ( ii ) a Loan Agreement (the "Agreement" ) with Fountain Place II Limited Partnership, a Minnesota limited partnership (the "Developer" ) , under which the loan to the -2- 5555f Developer will be funded upon satisfaction of certain condi- tions set forth therein, ( iii) an Amendment to Regulatory Agreement dated as of July 1 , 1989 among the Developer, the Trustee and the Issuer (the "Amendment to Regulatory Agreement" ) and (iv) a Bond Purchase Contract (the "Bond Purchase Contract" ) with Dain Bosworth Incorporated and Downing & Company Inc . (the "Underwriters" ) pursuant to which the Bonds will be purchased by the Underwriters ; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: Section 1 . Findings . The Issuer has heretofore deter- mined, and does hereby determine, as follows : A. The Issuer is authorized and empowered by the Act to issue its revenue bonds for the purposes of refunding its revenue bonds which were issued to finance a housing program for the financing of a multifamily housing development . B. The Project constitutes and will constitute a "multifamily housing development" within the meaning of the Act . C. That the preservation of the quality of life in the City of Eden Prairie, Minnesota is dependent upon the maintenance, provision and preservation of an adequate housing stock which is affordable to persons and families of low or moderate income, that accomplish- ing this is a public purpose and that many would-be providers of housing units in the City of Eden Prairie are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mort- gage credit because the mortgage credit market is severely restricted . D . That it is in the best interest of the Issuer that it issue the Bonds to refund the remaining portion of the Refunded Bonds and use the proceeds of the Origi- nal Bonds to make a mortgage loan ( the "Mortgage Loan" ) to the Developer pursuant to the Program (as may from time to time be amended in accordance with law) in order to provide affordable housing to persons and families of low and moderate income. Section 2 . Authorization of and Segurity for the Bonds . The Issuer is hereby authorized to issue the Bonds for the purpose of refunding a portion of the Refunded Bonds and using a portion of the proceeds of the Original Bonds to i -3- 5555f provide permanent financing , upon satisfaction of certain conditions , to the Developer to pay the cost of purchase and construction of 158 units comprising a portion of the Project , in the aggregate principal amount not to exceed $12 , 600 , 000 . The Bonds shall bear such dates , shall be in such denominations , shall be in such forms and shall be issued in such manner subject to such provisions , covenants and agreements , as are set forth in the Indenture . Each series of the Bonds shall bear interest at such rate as shall be provided for in the Indenture and shall mature on July 15 , 2019 . The Bonds shall be payable solely out of the Trust Estate provided in the Indenture, and such Trust Estate shall be pledged and assigned to the Trustee as security for the payment of the Bonds as provided in the Indenture . Section 3 . Authorization of the Indenture . The Issuer is hereby authorized to enter into the Indenture under which the Issuer shall pledge and assign its interest in the Trust Estate to the Trustee for tha benefit of the owners of the Bonds upon the terms and conditions as set forth in said form of Indenture in substantially the form submitted to and reviewed by the City Council on the date hereof , with such changes therein as shall be approved or required by the representatives of the Issuer executing the Indenture, such representatives ' signatures thereon being conclusive evidence of their approval thereof . Section 4 . Authorization of the Agreement . The Issuer is hereby authorized to enter into the Agreement under which the loan to the Developer will be funded in substantially the form submitted to and reviewed by the City Council on the date hereof , with such changes therein as shall be approved or required by the representatives of the Issuer executing the Agreement , such representatives ' signatures thereon being conclusive evidence of their approval thereof . Section 5 . Authorization of Amendment To Regulatory Agreement . The Issuer is hereby authorized to enter into the amendment to Regulatory Agreement executed by the Issuer in connection with the issuance of the Refunded Bonds under which the Developer agrees to comply with certain require- ments of the Internal Revenue Code of 1954 , as amended, in substantially the form submitted to and reviewed by the City Council on the date hereof , with such changes therein as shall be approved or required by the representaives of the Issur executing the Amendment to Regulatory Agreement, such representatives ' signatures thereon being conclusive evidence of their approval thereof . -4- 5555f Section 6 . Authorization of_Bgnn Purchase Contract . The Issuer is hereby authorized to enter into the Bond Pur- chase Contract under which the Issuer shall sell the Bonds to the Underwriters upon the terms and conditions set forth in the Bond Purchase Contract in substantially the form sub- mitted to and reviewed by the City Council on the date hereof at a purchase price equal to not less than ninety-five per- cent ( 95%) of the aggregate principal amount of the Bonds with such changes therein as shall be approved or ,required by the representatives of the Issuer executing the Bond Purchase Contract, such representatives ' signatures thereon being conclusive evidence of their approval thereof . The foregoing approval of the authorized Issuer representative shall be conclusively evidenced by such officers ' execution of the Bond Purchase Contract . Section 7 . Authorization of Use of Certain Information. in Official Statement.. The Underwriters are authorized to use the information relating to the Issuer in the Official Statement in connection with the offering and sale of the Bonds . Section 8 . Execution of the Bonds and Document-a. The Mayor and City Manager of the Issuer are hereby authorized and directed to execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of and as the act and deed of the Issuer in the manner provided in the Indenture . The Mayor is hereby authorized and directed to execute and deliver , and the City Manager is hereby author- ized and directed to attest , the Indenture, the Agreement, the Bond Purchase Contract and the Amendment to Regulatory Agreement for and on behalf of and as the act and deed of the Issuer . Section 9 . Further Authority. The Issuer shall , and the officers and agents of the Issuer are hereby authorized and directed to , take such action, expend such funds and execute such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution and to carry out , comply with and perform the duties of the Issuer with respect to the Bonds , the Indenture, the Agreement, the Bond Purchase Con- tract , and the Amendment to Regulatory Agreement . In the event of the inability or unavailability of any official of the Issuer to perform any duty assigned to such official by the terms of this Resolution, any officer or employee of the Issuer authorized to act for such official is hereby author- ized and directed to do so . l -5- 5555f Section 10 . Appointment of Trustee. First Trust ' National Association is hereby appointed to act as trustee under the Indenture. Section 11 . Limited Obligation. THE BONDS ARE A LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES OR FUNDS PLEDGED THEREFOR UNDER THE INDENTURE . THE BONDS WILI. NOT BE PAYABLE FROM ANY OF THE ISSUER ' S OTHER REVENUES OR ASSETS, NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR THE STATE OF MINNESOTA HAS BEEN PLEDGED TO THE PAYMENT OF THE BONDS NEITHER THE STATE QF MINNESOTA NOR ANY POLITICAL SUBDIVISION THEREOF SHALL IN ANY EVENT BE LIABLE FQR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE , OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER OF THE ISSUER AND NEITHER THE BONDS NOR ANY OF THE ISSUER ' S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED A$ AN INDEBTED- NESS OF OR A. PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF ANY OF THE FOREGOINGG WITHIN THE MEANING QF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER . Section 12 . Severability. That the provisions of this resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions . Section 13 . Repeals . All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict . Section 14 . Effective Date. This Resolution shall take effect and be in full force from and after its adoption by the City Council . ADOPTED by the City Council of The City of Eden Prairie, Minnesota this day of July, 1989 . [SEAL] Attest : Titl Tit 1e { -6- 5555f