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HomeMy WebLinkAboutResolution - 88-274 - Granting 1-Year Extension to CSM Fountain Place Apartments for Purpose of Financing Multi Family Development, Confirming Preliminary Approval - THE CITY OF EDEN PRAIRIE, MINNESOTA MULTIFAMILY HOUSING REVENUE BOND RESOLUTION A RESOLUTION AUTHORIZING THE ISSUANCE OF MULTI- FAMILY HOUSING REVENUE BONDS OF THE CITY OF EDEN PRAIRIE, MINNESOTA IN A PRINCIPAL AMOUNT NOT TO EXCEED TWELVE MILLION SIX HUNDRED THOUSAND DOLLARS ($12 , 6 0 0 , 0 0 0 ) FOR THE PURPOSE OF REFUNDING THE REMAINING 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 BONDS AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THERE- FOR; APPROVING AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; MAKING FINDINGS AND DETERMINATIONS WITH REFERENCE TO SAID PROJECT AND BONDS; AUTHORIZING THE SALE OF SAID BONDS ; DETERMINING THAT SAID BONDS SHALL NOT BE A LIABILITY OF THE ISSUER; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS RESOLUTION SHALL NOT AFFECT THE REMAINDER; INCORPORATING WITH r 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 Bonds (Fountain Place Apartments Project--Phase II ) Series 1.988 , in a principal amount not to exceed $12, 600 , 000 (the "Bonds " ) , for the purpose of refunding the remaining portion of its Multifamily 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 5091 f WHEREAS, the Act requires adoption of a program after a t 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 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 furtherance 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 Bonds to refund the 1985 Bonds; and WHEREAS , the Bonds are expected to be sold to Miller & Schroeder, Inc . (the "Underwriter" ) ; and WHEREAS , there have been presented to this meeting the following documents in anticipation of the sale of the Bonds to the Underwriter , which the Issuer proposes to enter into : 1 . The form of Trust Indenture dated as of December 1 , 1988 (the " Indenture" ) between the Issuer and First Trust National Association, as trustee (the "Trustee" ) ; t -2- 5091f 2 . The form of Loan Agreement dated as of December 1 , 1988 (the "Loan Agreement" ) between the Issuer and the Developer ; 3 . The form of Bond Purchase Agreement among the Underwriter , the Issuer and the Developer ( the "Bond Purchase Agreement" ) ; 4 . The form of Remarketing Agreement dated as of December 1. , 1988 ( the "Remarketing Agreement" ) among the Developer, the Issuer and Miller & Schroeder , Inc . , as Remarketing Agent ; and 5 . The form of Regulatory Agreement dated as of December 1, 1988 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 Bonds to refund the remaining portion of the 1985 Bonds and use the proceeds of the 1985 Bonds to make a mortgage loan ( the "Mortgage Loan" ) to the Developer pursuant to the Program in order to provide affordable housing to persons and families of low and moderate income, -3- 5091f Section 2 . That, in order to refund the remaining portion of the 1985 Bonds and finance the Project , the Bonds shall be issued in a principal amount not to exceed $12 , 600 , 000 and shall mature on December 1 , 2008 . The Bonds shall be subject to redemption and shall be in substantially the form set forth in the Indenture , subject to appropriate insertion and revision in order to comply with provisions of the Indenture, as applicable , and the form and content of the Bond now before this meeting 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, author- ized , 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 Bonds , and the provisions of the Indenture 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 12. 00% per annum as set forth in Section 2 . 02 of the Indenture. Section 3 . That the form and content of the Loan Agree- ment be , andthe 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 , seal with the official seal of the Issuer and deliver the Loan Agreement , for and on behalf of the Issuer , including necessary counter- parts in substantially the form and content now before this meeting but with such changes , modifications , additions or deletions therein as shall to them seem necessary, desirable or appropriate , their execution thereof to constitute conclu- sive evidence of their approval of any and all changes , modifications , additions or deletions therein from the form and content of the Loan Agreement now before this meeting , and that , from and after the execution, attestation, sealing and delivery of the 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 necessary to carry out and comply with the provisions of the Loan Agreement , as executed. Section 4 . That the form and content of the Indenture and the Lender Loan Agreement and the assignment of the Issuer ' s interest in the Trust Estate ( as defined therein) 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 Indenture, including neces- sary counterparts in substantially the form and content now -4- 5091 f before this meeting but with such changes , modifications , additions and 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 Indenture now before this meeting, and that , from and after the execution, attestation, sealing and delivery of the Indenture , 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 Indenture as executed . Section 5 . That the form and content of the Remarketing Agreement and the Bond Purchase Agreement 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 , attest to the execution of and seal with the official seal of the Issuer the Remarketing Agreement and the Bond Purchase Agreement, 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 Remarket- ing Agreement and the Bond Purchase Agreement now before this meeting, and that , from and after the execution, attestation, sealing and. delivery of the Remarketing Agreement and Bond Purchase 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 Remarket- ing Agreement and the Bond Purchase Agreement as executed . Miller & Schroeder , Inc . is hereby appointed Underwriter and Remarketing Agent for the Bonds . Section 6 . 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 -5- 5091f deletions therein from the form and content of the Regulatory t 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 7 . 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 Indenture) as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution , Section 8 . 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 . Section 9 . First Trust National Association is hereby appointed to act as trustee under the Indenture . Section 10 . THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES OR FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. THE BONDS 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 M I NNESOTA HAS BEEN PLEDGED TO THE PAYMENT OF THE BONDS . NEITHER THE STATE OF MINNESOTA 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 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 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 11 . That this Resolution does hereby incorporate by reference as though fully set out herein the provisions of the Act . -6- 5091f Section 12 . No covenant , obligation or agreement herein contained or contained in the Regulatory Agreement , the Loan Agreement , the Indenture, the Remarketing Agreement , the Bond Purchase Agreement or such other agreements , certificates , documents or other papers executed in connection_ with the issuance of the Bonds 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 Bonds or be subject to personal liability or accountability by reason of the issuance thereof . Section 13 . 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 . Adopted by the City Council of The City of Eden Prairie, Minnesota on this 15th day of November , 1988 . C SEAL Attest : / By C3tfy CI k -7- 5091f