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HomeMy WebLinkAbout7363 - ADMIN Resolution - City Council - 1983/04/04r 1 RESOLUTION NO. 7363 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA AUTHORIZING THE ISSUANCE OF ITS RENTAL HOUSING DEVELOPMENT REVENUE BONDS (THE FIRST NATIONAL BANK OF SAINT PAUL/FDIC - PARK POINTE PROJECT), IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,000,000, WHICH BONDS AND THE INTEREST AND PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE DEPOSIT AGREEMENT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A DEPOSIT AGREEMENT, AND A REGULATORY AGREEMENT; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE CONTRACT OF PURCHASE IN CONNECTION WITH THE BONDS; APPROVING THE FORM OF A DECLARATION OF RESTRICTIVE COVENANTS; APPROVING A PRELIMINARY OFFICIAL STATEMENT AND A FORM OF FINAL OFFICIAL STATEMENT AND PROVIDING FOR THE SECURITIES, RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS. WHEREAS, the City of St. Louis Park (the "City") is a home -rule charter 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, 462C and 475, as amended (the "Acts"), the City 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 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 residents of the City at prices 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 public services, mass transportation and multifamily housing developments; and (3) to assist persons of low and moderate income in acquiring and owning decent, safe and sanitary housing which they can afford, which constitute valid public purposes for the issuance of revenue bonds under the Acts, the City has developed a program with respect to (i) the issuance by the City of its Rental Housing Development Revenue Bonds (The First National Bank of Saint Paul/FDIC-Park Pointe Project) (the "Bonds") in the aggregate principal amount of $5,000,000, and (ii) the use of the Bond proceeds by the City to make a deposit (the "Deposit") with The First National Bank of Saint Paul (the "Lender"), to be evidenced by a certificate of deposit (the "Certificate"), subject to the requirement that in consideration for such -1- Deposit the Lender will make a mortgage loan (the "Developer Loan") to Park Pointe Limited Partnership, a Minnesota limited partnership (the "Developer") in accordance with the provisions of the Deposit Agreement between the City and the Lender dated as of the date hereof (the "Agreement"); and WHEREAS, the City developed a Housing Plan pursuant to and in conformity with the Acts and on March 15, 1982, held a public hearing thereon after one publication of notice in a newspaper circulating generally in the City; and WHEREAS, the Metropolitan Council reviewed the Housing Plan on April 8, 1982, and forwarded its comments to the City, which comments were reviewed and discussed by the City; and WHEREAS, Part N.C. of the Housing Plan designated as the Multifamily Rental Housing Revenue Bond Program (the "Multifamily Housing Program"), an individual component of the Housing Plan for which an issue of revenue bonds or obligations was proposed, was developed by the City and made a part of the Housing Plan; and WHEREAS, the City Council of the City adopted the Program by amending the Multifamily Housing Program on March 7, 1983, by the passage of Resolution Number 7342, adopted after conducting a public hearing on the program amendment after publication of notice thereof in a newspaper circulating gnerally in the City at least fifteen (15) days before the hearing; and WHEREAS, the Acts require approval of the Program by the Minnesota Housing Finance Agency (the "Agency"), which approval was given on March 24, 1983; and WHEREAS, pursuant to the the Acts, and the Indenture of Trust dated April 1, 1983 between the City and First Trust Company of Saint Paul, St. Paul, Minnesota (the "Indenture"), the City proposes to undertake the Program, and for the financing thereof, to authorize, issue and sell its Rental Housing Development Revenue Bonds (The First National Bank of Saint Paul/FDIC - Park Pointe Project) in the aggregate principal amount of $5,000,000, payable solely from the revenues of the Program (the "Bonds"); and WHEREAS, neither the City nor the State of Minnesota or any political subdivision thereof shall be liable on the Bonds, and the Bonds shall not be a debt of the City, the State of Minnesota, or any political subdivision thereof, and in any event shall not give rise to a charge against the general credit or taxing power of the City, the State of Minnesota, or any political subdivision thereof (including without limitation the City), and shall not be payable out of any funds or properties other than those of the City provided as security by the Indenture; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, THAT: Section 1. The City Council of the City 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, that accomplishing this is a public purpose, and that many would-be providers of -2- 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. Section 2. The City Council of the City further finds, determines, and declares that the purpose of the Program is to issue the Bonds, the proceeds of which will be deposited with the Lender pursuant to the Deposit Agreement, in consideration for which the Lender will make the Developer Loan to the Developer to finance the construction of a rental housing development located in the City, for occupancy primarily by persons of low and moderate income. Section 3. For the purpose of financing the Program there is- hereby authorized the issuance of Rental Housing Development Revenue Bonds (The First National Bank of Saint Paul/FDIC - Park Pointe Project) (the "Bonds") of the City in an amount not to exceed $5,000,000. The Bonds shall bear interest at such rates not exceeding nine percent (9%) per annum, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the Indenture and the Official Statement hereinafter referred to. Section 4. The Bonds shall be special obligations of the City payable solely from the revenues of the Program, in the manner provided in the Indenture. The Bonds do not constitute a debt to the City, nor does the City pledge its full faith and credit in regard to the issuance of the Bonds. The City Council of the City hereby authorizes and directs the Mayor of the City (the "Mayor"), the City Manager of the City (the "Manager") and the Clerk of the City (the "Clerk") to execute, under the corporate seal of the City, the Indenture by and between the City and First Trust Company of Saint Paul, Saint Paul, Minnesota, as Trustee (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 the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee as set forth 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 same 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 before this City Council on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor and City Attorney, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Attorney shall be conclusive evidence of such determination. Section 5. The Mayor, Manager and the Clerk are hereby authorized and directed to accept the Bond Purchase Agreement (the "Underwriting Agreement") from Miller and Schroeder Municipals, Inc. (the "Underwriters"). All of the provisions of the Underwriting 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 form the date of execution and delivery thereof. The Underwriting Agreement shall be substantially in the form before this City Council on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor and the City Attorney, in their discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 6. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Deposit Agreement (the "Deposit Agreement") between the City and The First National Bank of Saint Paul and, when executed and delivered as authorized herein, the Deposit Agreement 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 Deposit Agreement shall be substantially in the form before this City Council on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor and the City Attorney, in their discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such deter mination. Section 7. The Mayor, Manager and Clerk are hereby authorized and directed to accept and execute the Regulatory Agreement (the "Regulatory Agreement") between the City and Park Pointe Limited Partnership (the "Developer") and, when executed and delivered as authorized herein, the Regulatory Agreement 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 Regulatory Agreement shall be substantially in the form before this City Council on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, Deposit Agreement, Regulatory Agreement or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, 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 or the City Council members thereof by the provisions of this resolution or of the Indenture, the Deposit Agreement, the Regulatory Agreement or other documents referred to above shall be exercised or performed by the City, or by such members, officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture, the Deposit Agreement, the Regulatory Agreement or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the City in that person's individual capacity, and neither the members City Council of the City 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. Section 9. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the holders of the Bonds, and the Trustee any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. Section 10. In case any one or more of the provisions of this resolution or of the Indenture 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 Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the pledge of revenues derived from the Program referred to in the Indenture, the pledge of collateral derived from the Program referred to in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other monies, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate and apart from the Indenture. Section 11. 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 Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 12. The City Council of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 13. The City hereby approves the form of the Declaration of Restrictive Covenants to be executed by the Developer in connection with the Program. The Declaration of Restrictive Covenants shall be substantially in the form before this City Council on the date hereof, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistant with such form before the City Council on the date hereof. -5- Section 14. The City hereby approves the Preliminary Official Statement, dated April 4, 1983, relating to the Bonds, substantially in the form before this City Council on the date hereof, and ratifies the distribution thereof by the Underwriters. The City hereby approves and authorizes the use by the Underwriters in connection with the sale of the Bonds of the Final Official Statement, substantially in the form of the Preliminary Official Statement, and hereby authorizes and directs the Mayor to execute and deliver copies thereof to the Underwriters; provided that the Mayor and the City Attorney may approve such variations, omissions, and insertions as are not materially inconsistent with the form before this City Council on the date hereof. The Preliminary Official Statement and the Final Official Statement are the sole materials authorized by the City for use in connection with the offer and sale of the Bonds. Section 15. The Manager and any designee of the Manager of the City are hereby designated and authorized to execute the Officer's Certificates, as defined in the Indenture, and to take such other administrative action as is permitted or required by the Indenture, the Deposit Agreement, and the Regulatory Agreement. Section 16. The Mayor, Manager and Clerk of the City are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Deposit Agreement, the Underwriting Agreement or the Regulatory Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this Resolution, or to evidence compliance with Section 103(b)(4)(A) or Section 103(c) of the Internal Revenue Code, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Section 17. If for any reason the Mayor of the City is unable to execute and deliver those documents referred to in this Resolution any other member of the City Council of the City may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor. If for any reason the Manager or the Clerk of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any other member of the City Council with the same force and effect if such documents were executed and delivered by the Clerk -Treasurer of the City. Section 18. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the Indenture, the Deposit Agreement, the Regulatory Agreement, or the Underwriting Agreement or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Developer or reimbursed by the Developer to the City. r Section 19. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council April 4, 1983. Att st: g"? (ig City Clerk Reviewed for administration: ty Manager Appr.'ved . form and legality: 'fp. City ;'torney -7-