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HomeMy WebLinkAboutResolution - 91-237 - Issue $6,320,000 Housing Financing Bonds - Windslope Apartments - 10/15/1991 RESOLUTION NO. 91-237 CITY OF EDEN PRAIRIE, NII.NNESOTA AUTHORIZING RESOLUTION AUTHORIZING THE FINANCING OF A HOUSING PROGRAM UNDER MINNESOTA STATUTES, CHAPTER 462C, AUTHORIZING THE ISSUANCE OF HOUSING REVENUE BONDS (WINDSLOPE APARTMENTS PROJECT), SERIES 1991, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,320,000 TO FINANCE THE PROGRAM, APPROVING AND AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION THEREWITH WHEREAS, pursuant to the Minnesota Municipal Housing Act, Minnesota Statutes Chapter 462C a city is authorized to adopt a housing plan and carry out programs for the financing of multifamily housing for persons of low and moderate income; and WHEREAS, the City Council (the "City Council") of the City of Eden Prairie (the "City") has prepared a multifamily mortgage program (the "Program") as described herein, in the Indenture hereinafter referred to, and in the agreements and other documents hereinafter referred to, pursuant to Minnesota Statutes, Chapters 462A and 462C (the "Act") and resolutions of the City; and WHEREAS, the Program will provide a means of financing the cost of rental housing development that will provide decent, safe and sanitary housing for low and moderate income elderly residents of the City of Eden Prairie at rents they can afford, which constitutes a valid public purposes for the issuance of revenue bonds under the Acts; and WHEREAS, the Program is to be financed from the proceeds of Housing Revenue Bonds (Windslope Apartments Project), Series 1991 in the aggregate principal amount not to exceed $6,320,000 (the "Bonds"), to be issued by the City, and the revenues from the Project (as defined below) shall be pledged for the security of and payment for the Bonds (except as may be otherwise set forth in the Indenture hereinafter referred to); and WHEREAS, the Bond proceeds will be used by City to provide for funding of a loan (the "Loan") to Community Housing Development Corporation, a Minnesota nonprofit corporation (the "Owner"), to finance the acquisition and rehabilitation of a 168-unit multifamily rental housing development (the "Project"); and WHEREAS, the Bonds will be issued under a Loan Agreement and Indenture of Trust, dated as of November 1, 1991 (the "Indenture"), and will be secured by a pledge and assignment of the revenues of the Project, including the housing assistance payments to be derived from the Housing Assistance Payments Contract (the "HAP Contract") between Minnesota Housing Finance Agency ("MHFA") and the Owner, all in accordance with the terms of the Indenture, and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged is therefor and the Bonds shall not constitute a debt of the City within the meaning 1 of any constitutional or statutory limitation nor give rise to a pecuniary liability of the City or a charge against its general credit or assets and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in said Project; and WHEREAS, a public hearing to consider the Program has been held by the City on the date hereof and the Program was submitted to the MHFA and the Metropolitan Council in accordance with Chapter 462C; and WHEREAS, forms of the following documents (including the exhibits referred to therein) have been submitted to the City: a. The Indenture to be made and entered into among the City, the Owner and Norwest Bank Minnesota, N.A., as trustee (the "Trustee"), providing for the issuance of the Bonds, prescribing the form thereof, pledging the trust estate described therein for the security of the Bonds, and setting forth proposed recitals, covenants and agreements by the parties with respect thereto; b. The Regulatory Agreement to be executed by the City, the Trustee and the Owner, setting forth certain covenants of the Owner; C. A Bond Purchase Agreement, to be dated as of the date of execution thereof (the "Bond Purchase Agreement"), by and among the City, the Owner and Norwest Investment Services, Inc. (the "Agent") providing for • the placement of the Bonds by the Agent; d. A Combination Mortgage, Security Agreement and Fixture Financing Statement, dated as of November 1, 1991, from the Owner to the Trustee; e. An Assignment of HAP Contract, from the Owner to the Trustee and approved by MHFA and the United States Department of Housing and Urban Development; and f. A Preliminary Official Statement (the "Preliminary Official Statement") and a Final Official Statement dated on or prior to the bond closing (the "Official Statement"). The agreements described and referred to in paragraphs a through f above, shall hereinafter sometimes be referred to collectively as the "Agreements". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE: That it is hereby found, determined and declared that: a. Based on representations made to the City by the Owner as to the nature of the Project, the Program described in the Agreements is a Program authorized by the Act; and the Program and financing program 2 . therefore are hereby approved as required by Sections 462C.01 and 462C.04 of the Act; b. The preservation of the quality of life in the City 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 accomplishing this is a public purpose, and that many would-be providers of housing units in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit because the mortgage credit market is severely restricted; C. The development and implementation of the Program, and the issuance and sale of the Bonds by the City, and the execution and delivery of the Agreements and the performance of all covenants and agreements of the City contained therein and of all other acts and things required under the • Constitution and Laws of the State of Minnesota to make. the Agreements and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; d. It is desirable that the Bonds in the principal amount not to exceed $6,320,000 be issued by the City, on the terms set forth in the Indenture and the Bond Purchase Agreement; e. The Bonds are hereby designated "Program Bonds" and are determined to be within the Program; f. Pursuant to the provisions of the Act and the Ordinances, and as provided in the Agreements, the Bonds shall be retired solely from the revenues of the Project, and a separate sinking fund shall be established for the accounting of the revenues and retirement of the Bonds. Be It Further Resolved that the Agreements in substantially the forms • submitted to the City at this meeting, are hereby approved. Such of the documents 3 • as require the execution of the City are hereby authorized and directed to be executed or accepted, as the case may be, and delivered in the name and on behalf of the City by its Mayor and City Manager upon execution thereof by the parties thereto as appropriate. The Bonds and the Agreements shall be executed and delivered as provided therein. The City hereby consents to the distribution of the Preliminary Official Statement on file in the office of the City Clerk by the underwriter in connection with the sale of the Bonds; however, the City makes no representations with respect to, and assumes no responsibility for, the contents of the Preliminary Official Statement or the Official Statement. Copies of all the documents necessary for the consummation of the transactions described herein and in the Agreements shall be delivered, filed and recorded as provided herein and in the Agreements. Be It Further Resolved that the Trustee is authorized to execute and deliver • such instruments for the investment of the proceeds of the Bonds as shall be satisfactory to the City of Eden Prairie. Be It Further Resolved that the form and terms of the Agreements may be varied prior to execution and delivery by the parties thereto, provided that any such variance shall not be, in the opinion of the City's legal counsel and the Mayor, materially adverse to the interests of the City. The execution and delivery of the Agreements as provided above shall be conclusive evidence of the determination that any such variance was not materially adverse to the interests of the City. Be It Further Resolved that in anticipation of the collection of revenues of the Project, there shall be issued forthwith the Bonds, in the principal amount not to exceed $6,320,000, substantially in the forms and upon the terms set forth in the Indenture, the terms of which are for this purpose incorporated in this resolution and made a part hereof as if fully set forth herein. The Bonds shall be dated as of • the date and shall mature on the dates (subject to redemption on such earlier dates 4 as provided in the Indenture), bear interest at a rate not to exceed 8% and be payable at the rates, all determined as set forth in the Indenture. The City may at its option issue additional bonds at a later date to be used to pay or reimburse costs of the Project not paid from the proceeds of the Bonds, in a principal amount not to exceed the amount set forth in the Program. Be It Further Resolved that all actions of the members, employees and staff of the City heretofore taken in furtherance of the Program are hereby approved, ratified and confirmed. Be It Further Resolved that the sale of said Bonds to the Original Purchaser to be determined is hereby approved, and the Bonds are hereby directed to be sold to the Original Purchaser, at the price of par and upon the terms and conditions set forth in the Bond Purchase Agreement. The Mayor and City Manager of the City are hereby authorized and directed to prepare and execute by manual or facsimile • signature the Bonds as described in the Indenture and to_ deliver them to the Trustee (which is herein designated as the authenticating agent under Minnesota Statutes, Section 475.55) for authentication and delivery to the Original Purchaser, together with a certified copy of this resolution, and the other documents required by the Indenture. Be It Further Resolved that the Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish when the Bonds are issued, certified copies of all proceedings and records of the City relating to the Bonds and such other affidavits and certificates (including but not limited to those required by bond counsel) as may be required to show the facts relating to the legality, tax exemption and marketability of the Bonds as such facts appear from the books and records in said officers custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of 5 • all statements made by the City and contained therein. The Mayor and City Manager and said officers are further authorized to execute such additional documents as shall be determined by the Mayor to be necessary and desirable to provide for the issuance of the Bonds. Be It Further Resolved that all covenants, stipulations, obligations and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City, 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, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council 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. Notwithstanding anything contained in the Bonds or Agreements or this Resolution, the Bonds, premium, if any, and interest thereon shall not constitute an indebtedness of the City within the meaning of any constitutional, charter or statutory limitation and shall not constitute or give rise to a pecuniary liability of • the City or a charge against its general credit or taxing powers and shall not 6 constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than its interest in the Project, and no Owner of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon or to enforce payment thereof against any property of the City other than its interest in the Project. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Bonds or the Agreements shall be subject at all times to the availability of revenues furnished by the Owner sufficient to pay all costs of such performance or the enforcement thereof, and neither the City nor any of its officers, employees or agents shall be subject to any personal or pecuniary liability thereon. No failure of the City to comply with any terms, conditions, or agreement therein shall subject the City or its officers, employees or agents to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same • can be paid or recovered from the Agreements or revenues therefrom or proceeds of the Bonds. Be It Further Resolved that 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 City or any holder of the-Bonds issued under the provisions of this resolution, 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 City and any holder from time to time of the Bonds issued under the provisions of this resolution. Be It Further Resolved that 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 7 . 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 construed and endorsed as if such illegal or invalid provision had not been contained therein. Be It Further Resolved that the Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. Be It Further Resolved that in the event any of the officers of the City authorized to execute documents on behalf of the City under this resolution shall have resigned or shall for any reason be unable to do so, any member of the City, or officer of the City, is hereby directed and authorized to do so on behalf of the City, with the same effect as if executed by the officer authorized to do-so in this resolution. Be It Further Resolved that this Resolution shall take effect immediately. ADOPTED BY THE EDEN PRAIRIE CITY COUNCIL THIS 15TH DAY OF OCTOBER, 1991. L MAYOR DOUG S B. TENPA J RANE, CITY CLERK 8