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HomeMy WebLinkAboutResolution - 87-332 - Final Approval of Housing Revenue Bonds for Fountain Place - CSM $20,900,000 - THE CITY OF EDEN PRAIRIE , MINNESOTA MULTIFAMILY HOUSING REVENUE BOND RESOLUTION A RESOLUTION AUTHORIZING THE ISSUANCE OF A MULTI- FAMILY HOUSING REVENUE BOND OF THE CITY OF EDEN PRAIRIE, MINNESOTA IN A PRINCIPAL AMOUNT NOT TO EXCEED TWENTY MILLION NINE HUNDRED THOUSAND DOLLARS ( $20 , 900 , 000 ) FOR THE PURPOSE OF REFUNDING A PORTION OF ITS MULTIFAMILY HOUSING REVENUE BONDS (FOUNTAIN PLACE APARTMENTS) SERIES 1985 WHICH WERE ISSUED FOR THE PURPOSE OF FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING AND EQUIPPING A MULTIFAMILY HOUSING DEVELOPMENT LOCATED WITHIN THE CORPORATE BOUNDARIES OF THE CITY OF EDEN PRAIRIE , AND TO PAY CERTAIN EXPENSES OF SUCH BOND ISSUE, WHICH BOND AND THE INTEREST THEREON SHALL. BE PAYABLE SOLELY FROM THE REVENTUES DERIVED FROM THE LENDER LOAN AGREEMENT REFERRED TO BELOW; APPROVING AND AUTHORIZING EXECU- TION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BOND ; MAKING FINDINGS AND DETERMI- NATIONS WITH REFERENCE TO SAID PROJECT AND BOND; AUTHORIZING THE SALE OF SAID BOND; DETERMINING THAT SAID BOND SHALL NOT BE A LIABILITY OF THE ISSUER; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS _ RESOLUTION SHALL NOT AFFECT THE REMAINDER; INCORPO- RATING WITH THIS RESOLUTION THE PROVISIONS OF THE CONSTITUTION OF THE STATE OF MINNESOTA , THE MINNESOTA STATUTES, CHAPTER 462C , AS AMENDED , AND OTHER PROVISIONS OF LAW; AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS . WHEREAS , The City of Eden Prairie , Minnesota (the " Issuer" ) proposes to issue its Multifamily Housing Revenue Bond (Fountain Place Apartments Project--Phase I ) Series 1987 , in a principal amount not to exceed $20 , 900 , 000 ( the "Bond" ) , for the purpose of refunding a portion of its Multi- family Housing Revenue Bonds (Fountain Place Apartments Project) Series 1985 (the " 1985 Bonds " ) which were 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 ( the "Project" ) , all in accordance with the provi- sions 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 9394m 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 which provided for issuance of the 1985 Bonds (the "Program" ) following the publication of notice duly published in a newspaper of gen- eral 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 1985 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 1985 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, the Issuer finds and determines that in further- ance of the purposes and pursuant to the provisions of the Act , it is necessary and advisable and in the best interest of the Issuer to proceed with the issuance of the Bond to refund the 1985 Bonds and to apply the proceeds thereof in accordance with the terms of the Lender Loan Agreement ; and WHEREAS, the Bonds are expected to be sold to Capital Realty Investors Tax Exempt Fund Limited Partnership (the "Purchaser_ " ) ; and WHEREAS, there have been presented to this meeting the following documents , which the Issuer proposes to enter into : 1 . The form of the Loan Agreement dated as of June 1 , 1°'87 (the "Loan. Agreement " ) among the Issuer , the Purchaser and Fountain Place Apartments Limited Partnership (the "Developer" ) ; -2- 9394m i . The form of the Lender Loan Agreement dated as of June 1 , 1987 (the "Lender Agreement" ) between the Issuer and the Purchaser , setting forth the terms of the Bond ( including, without limitation, the maturity date, the rates of interest and redemption provisions as set forth therein) and the conditions and security for the Bond; 3 . The form of Escrow Agreement dated as of December 1 , 1987 (the "Escrow Agreement " ) among the Issuer , the Developer , the Purchaser and CRICO Mortgage Company, Inc . , as Escrow Agent; 4 . The form of the Bond; and 5 . The form of the Regulatory Agreement dated as of December 1 , 1987 among the Issuer , the Purchaser and the Developer; and WHEREAS , it appears that each of the instruments above referred to , which are now before the Issuer , is in appro- priate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE , MINNESOTA, AS FOLLOWS : Section 1 . That it is hereby ascertained , determined and declared as follows : A . The Project constitutes and will constitute a "multifamily housing development" within the meaning of the Act . B . 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 accom- plishing 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 . C . That it is in the best interest of the Issuer that it issue the Bond to refund a portion of the 1985 Bonds and use the proceeds of the 1985 Bonds to make a mortgage loan (the "Mortgage Loan" ) to the Developer -3-- 9394m pursuant to the Program in order_ to provide affordable housing to persons and families of low and moderate income . Sectio__n_2 . That , in order to refund a portion of the 1985 Bonds and finance the Project, the Bond shall be issued in a principal amount not to exceed $20 , 900 , 000 and shall mature, shall be subject to redemption and shall be in substantially the form now before this meeting, subject to appropriate insertion and revision in order to comply with provisions of the Lender Loan Agreement , and the form and content of the Bond now before this meeting be, and the same hereby are, in all respects authorized, approved and con- firmed, and the Mayor and the City Manager be , and they hereby are, authorized, empowered and directed to execute, and attest to the execution of , whether by manual or facsimile signatures , and seal with the official seal of the Issuer , the Bond, and the provisions of the Lender Loan Agreement with respect to the Bond be, and the same hereby are, authorized, approved and confirmed and are incorporated herein by reference . The Bonds shall bear interest at a rate not to exceed 16 . 00% per annum as set forth in Section 2 . 03 of the Lender Loan Agreement . Section3 . That the form and content of the Loan Agree- ment and the Escrow Agreement be , and the same hereby are, in all respects authorized, approved and confirmed and the Mayor and the City Manager be, and they hereby are , authorized , empowered and directed to executed, attest to the execution of , seal with the official seal of the Issuer and deliver the Loan Agreement and the Escrow Agreement prior to the issuance of the Bond for and on behalf of the Issuer , including neces- sary counterparts in substantially the form and content now before this meeting but with such changes , modifications , additions or deletions therein as shall to them seem neces- sary, desirable or appropriate , their execution thereof to constitute conclusive evidence of their approval of any and all changes , modifications , additions or deletions therein from the form and content of the Loan Agreement or the Escrow Agreement now before this meeting, and that , from and after the execution, attestation, sealing and delivery of -the Loan Agreement and the Escrow Agreement , the Mayor and the City Manager are hereby authorized , empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement and the Escrow Agreement as executed . Section 4 . That the form and content of the Lender Loan Agreement and the assignment of the Issuer ' s interest in the Loan Agreement be, and the same hereby are , in all respects -4- 9394m authorized, approved and confirmed , and the Mayor and the City Manager be, and they hereby are , authorized , empowered and directed to execute , attest to the execution of and seal with the official seal of the Issuer the Lender Loan Agree- ment , including necessary counterparts in substantially the form and content now before this meeting but with such changes , modifications , additions and deletions therein as shall to them seem necessary, desirable or appropriate , their execution thereof to constitute conclusive evidence of their approval of any and all changes , modifications , additions or deletions therein from the form and content of the Lender Loan Agreement now before this meeting, and that , from and after the execution, attestation , sealing and delivery of the Lender Loan Agreement , the Mayor and the City Manager are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be neces- sary to carry out and comply with the provisions of the Lender Loan Agreement as executed, Section 5 . That the form and content of the Regulatory Agreement be, and the same hereby are, in all respects authorized, approved and confirmed, and the Mayor and the City Manager be, and they hereby are , authorized, empowered and directed to execute, attest to the execution of and seal with the official seal of the Issuer the Regulatory Agree- ment , including necessary counterparts in substantially the form and content now before this meeting but with such changes , modifications , additions and deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes , modifications , additions or deletions therein from the form and content of the Regulatory Agreement now before this meeting, and that, from and after the execution, attestation, sealing and delivery of the Regulatory Agreement , the Mayor and. the City Manager are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be neces- sary to carry out and comply with the provisions of the Regulatory Agreement as executed . Section 6 . That the Mayor and the City Manager of the Issuer be, and they hereby are , authorized to execute and deliver for and on behalf of the Issuer any and all addi- tional agreements , certificates , documents , opinions or other papers and perform all other. acts ( including, without limita- tion , the filing of any financing statements or any other documents to create and maintain a security interest in the properties and revenues pledged under the Lender Loan Agree- ment ) as they may deem necessary or appropriate in order to 9394m implement and carry out the intent and purposes of this Resolution. Section 7 . That 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 Resolu- tion, any officer or employee of the Issuer authorized to act for such official is hereby authorized and directed to do so . Sect_i_on8 . THE BOND IS A_LIMITED OBLIGATION OF THE ISSUER _PAYABLE SOLELY FROM THE REVENUES OR FUNDS PLEDGED THEREFOR UNDER THE LENDER LOAN AGREEMENT . THE BOND _WILL 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 MI_NNESOTA HAS BEEN PLEDGED TO THE PAYMENT OF THE BOND . NEITHER THE STATE OF MINN_ESOTA NOR ANY POLITICAL SUBDIVISION THEREOF _SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, _OR INTEREST ON THE BOND OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIDT_D_WH_A_TSOEVER OF THE ISSUER AND NEITHER THE_BOND NOR ANY OF THE ISSUER ' S AGREEMENTS OR OBLIGATIONS SHALL BE CONSTRUED AS AN INDEBTEDNESS OF OR A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF ANY OF THE FOREGOING WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS WHATSOEVER . Section 9 . That this Resolution does hereby incorporate by reference as though fully set out herein the provisions of the Ac. . Section 10 . No covenant , obligation or agreement herein contained or contained in the Lender Loan Agreement , the Regulatory Agreement , the Escrow Agreement or the Loan Agreement or such other agreements , certificates , documents or other papers executed in connection with the issuance of the Bond shall be deemed to be a covenant , obligation or agreement of any officer , member , agent or employee of the Issuer in his individual capacity, and no such officer , member , agent or employee of the Issuer shall be personally liable on the Bond or be subject to personal liability or accountability by reason of the issuance thereof . Section 11 . 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 or provisions . -6- 9s94m Adopted by the City Council of The City of Eden Prairie , Minnesota on this 15th day of December , 1987 . [ SEAL ] Attest : B le BY ayor City . -7- 9394m F