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HomeMy WebLinkAboutResolution - 85-292 - Final Approval Housing Revenue Bonds - CSM - $64,000,000 - 12/30/1985 RESOLUTION NO. 2 iJ i J A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $64,000,000 HOUSING DEVELOPMENT REVENUE BONDS (FOUNTAIN PLACE APARTMENTS PROJECT), SERIES 1985 (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM REVENUES DERIVED FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, AND A BOND PURCHASE AND REMARKETING AGREEMENT; APPROVING THE FORM OF A DECLARATION OF RESTRICTIVE COVENANTS, AND CONDFIDENTIAL OFFERING , MORANDUM; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF rRE BONDS; .AND PROVIDING FOR THE SECURITIES, RIGHTS AND REMEDIES OF THE HOLDER OF SAID BONDS 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 tow 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 developed a program with respect to (i) the issuance by the issuer of its Housing Development Revenue Bonds (Fountain Place Apartments Pr(>ject) (the "Bonds") in the aggregate principal amount of $64,000,000 and (ii) the use of the Bond proceeds by the Issuer to provide for funding of a ioan 1 (the "Mortgage Loan") to Fountain Place Apartments Limited Partnership, a Minnesota limited partnership (the "Developer"), pursuant to a Loan A-greement dated as of the date hereof between the Issuer and the Developer (the "Loan Agreement") to permanently finance construction of a multifamily rental housing development (the "Project"); and WHEREAS, the Issuer has developed its housing plan, pursuant to and in conformity with the Acts (the "Housing Plan"), after public hearing thereon and after one publication of notice in a newpaper circulating generally in the City at least thirty (30) days before the date of the hearing, as required by the Acts; and WHEREAS, the Issuer has adopted a housing bond program (the "'Program") for the issuance of the Issuer's multifamily housing revenue bonds; and WHEREAS, the Program was adopted in conformity with the Nets after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least fifteen (15) days before the date of the hearing, as required by the Act; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency, which reviewed the Program and application and determined it to be complete. The Minnesota Housing Finance Agency did not reject the Program within the 30-day period provided by the Act; and WHEREAS, the Issuer proposes to finance the undertaking of said Project under the Act by the issuance of the Bonds of the Issuer under this resolution as hereinafter defined; and WHEREAS, the Bonds will be issued under an Indenture of Trustdated as of December 1, 1985 between the Issuer and First Trust Company, Inc. (the "Trustee") and will be 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 shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall 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 WHEREAS, in order to comply with the requirements of Section 103(k) of the Internal Revenue Code of 1954, as amended, the City Council has previously held a public hearing, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen (14) days before the hearing; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, AS FOLLOWS: 1. Tha Issuer acknowledges, finds, determines, and declares that 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 bi 7 2 41 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 restrie ted. 2. For the purpose of financing the acquisition, construction and installation of the project, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal of S64,000,000. The Bonds shall bear interest at a rate not to exceed eight and one-half percent (8.5%), shall be numbered, and shall be dated, shall mature, shall be in such principal arnount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture of Trust, dated as of Decem ber 1, 1985 (tile "Indenture"), between the Issuer and the 'Trustee, in tine form riow on file with the Issuer. The final interest rate on the Bonds shall be approved by the _vlayor, which approval shall be evidenced by the X ayor's signature on the Indenture. :3. The Bonds shall be special obligations of the Issuer payable solely from tine revenues provided by the Developer pursuant to a Loan Agreement dated as of December 1, 1'185 (the "Loan Agreement") oetween the Issuer and the Developer, and other funds pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Nlayor and Manager of the Issuer (the "_Mayor" and the "Manager", respectively) to execute and deliver the Indenture, by and oe tween the Issuer and the Trustee, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that ti-re Indenture shall provide the ter ins and conditions, covenants, rights, obligations, duties and agreements of tine bondholders, the Issuer and the Trustee as set fortis therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the sarne extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary artd appropriate variations, omissions and insertions as do not materially change the substance thereof, or as tine Nlayor, in his discretion, snail determine, and the execution thereof by tt:e Mayor shall be conclusive evidence of such determination. 4, The Mayor and Manager are hereby authorized and directed to execute and deliver the Loan Agreement between the Issuer, and the Developer and the Bond Pure ease and Remarketing Agreement executed by the Issuer, :Miller & Schroeder Financial, Inc. and the Developer (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement and the Bond Purchase Ag;reernent, when executed and delivered as authorized he.-ein, shall be deemed to be a part of this resolution as fu'3 ly and to the same extent as if incorporated verbatim herein and snail be in full force and effect from the date of execution and delivery thereof. The Loan Agree•nent 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 changes the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of sucli determination. 3 a. The Bonds shall be revenue obligations of the Issuer the proceeds of whicln shall be disbursed pursuant to the Indenture, and th^ principal, premium and interest on the Bonds shall be payable solely frorn the proceeds of the Bonds and the f�oan Agreement. G. The ',Mayor and Manager are hereby authorized and directed to execute the bond Purchase Agreement. All of the provisions of the 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 Bond Purchase Agreement 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 are not materially inconsistent with the form on file with the Issuer or as the Mayor, in his discretion, shall determine and execution thereof by the 1layor small be conclusive evidence of such determination. 7. The frustee is hereby appointed as raying Agent and Bond Registrar for the Bonds. b. The Mayor and Manal;er 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 issuance, sale, and delivery of the Bonds, including the No-Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 9. All coveria its, 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, oblivations and aoreerrients 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 by 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. The Bond and the interest thereon and any penalty, charge, or premium, or any arnounts payable thereunder, however designated, due thereunder shall be payable by the Issuer solely from the revenues and proceeds derived from the Loan Agreernent, do not constitute a debt of the Issuer within the meaning of any h 4 constitutional or statutory limitation, shall not be payable from or a charge upon any funds of the Issuer other than the revenues and proceeds pledged by the Issuer to the payment thereof, and do not give rise to a pecuniary liability of the Issuer nor of any of its officers, agents, or employees, and no holder of the Bond shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Bond or the interest thereon or any penalty, charge, or premium, or any amounts payable thereunder, however designated, due thereunder, or to enforce payment thereof against any property of the Issuer, and the Bond and the interest thereon and any penalty, charge, or premium, or any amounts payable thereunder, however designated, shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer and the agreement of the Issuer to perform or cause the performance of the covenants and other provisions therein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. The provisions of this paragraph shall, for purposes of the Bond, be controlling and shall be given full force and effect, anything else to the contrary in the Bond notwithstanding, 10. 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 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 Issuer and any holder from time to time of the Bonds issued under the provisions of this resolution . 11. 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 construed and endorsed as if such illegal or invalid provision had not been contained therein. 12. The Bonds, when executed and delivered, shall contain a recital that tney are issued pursuant to the Acts, 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 e--cecution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The officers of the Issuer, 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 f 5 and this resolution. In the event that for any reason 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. 14. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the Issuer this 30th day of December, 1985. Gary D. etErson , Mayor ATTEST: %l John;"D, Frane, City Clerk i 1 6 RESOLUTION STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS CITY OF EDEN PRAIRIE ) The undersigned duly qualified and acting City Clerk of the City of Minnetonka hereby certifies the following: 1. The attached is a full, true and correct copy of the original Resolution No. , adopted December 1985, and on file in the Office of the City Clerk. 2. The City Council meeting was held upon due call and notice and members were present. 3. WITNESS my hand and the seal of the City. Dated: December 1985 City Clerk 7