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HomeMy WebLinkAbout85-235 - ADMIN Resolution - City Council - 1985/12/16RESOLUTION NO. 85-235 A RESOLUTION OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE ISSUANCE OF THE $8,715,000 HOUSING DEVELOPMENT REVENUE NOTE (OAKMONT PLACE PROJECT), SERIES 1985, OF THE CITY OF ST. LOUIS PARK, MINNESOTA, WHICH NOTE AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THERETO; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT AND AN ASSIGNMENT OF LOAN AGREEMENT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A DISBURSING AGREEMENT; AUTHORIZING THE EXECUTION AND SALE OF THE NOTE AND DIRECTING DELIVERY THEREOF; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A REGULATORY AGREEMENT; AUTHORIZING THE FORMS OF A COMBINATION MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT, AN ASSIGNMENT OF LEASES AND RENTS, AND A DECLARATION OF RESTRICTIVE COVENANTS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDER OF SAID REVENUE NOTE. WHEREAS, pursuant to the laws of the State of Minnesota, particularly, Minnesota Statutes, Chapter 462C, as amended (the "Acts"), the City of St. Louis Park, Minnesota (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 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; and WHEREAS, the Acts provide that the Issuer may exercise any and all of the same powers as are contained in the Acts, including the powers of the Minnesota Housing Finance Agency under the provisions of Minnesota Statutes, Chapter 462A, as amended, (the "State Housing Act"); and WHEREAS, the City Council (the "Council') of the Issuer has developed and adopted the Housing Plan for Local Housing Bonds for the City of St. Louis Park, Minnesota as amended on September 3, 1985 (the "Housing Plan") in compliance with Minnesota Statutes, Chapter 462C; and WHEREAS, the Acts define the term "multifamily housing development" to include a cooperative housing development in which at least 20 percent of the dwelling units are held for occupancy by families or individuals with adjusted gross No incomes not in excess of 80% of the median family income estimated by the United States Department of Housing and Urban Development for the St. Louis Park -St. Paul area; and Is WHEREAS, the Issuer and representatives of Development, Oakmont Partners, a Minnesota general partnership (the "Developer"), have prepared a program for the issuance of bonds by the Issuer to make a loan to the Developer to finance the acquisition and construction of a multifamily rental housing facility (the "Program"), located at the Northeast corner of the Intersection of West 35th Street and Pennsylvania Avenue in the City, in accordance with the Acts and the requirements of the Local Bond Program Procedural Guide for the Submission of Local Housing Programs to the Minnesota Housing Finance Agency; and WHEREAS, the Issuer is authorized by the Acts to make a loan or loans for the acquisition and preparation of a site and the construction of a new development thereon; and WHEREAS, Minnesota Statutes, Section 462C.04, Subdivision 2 requires that a public hearing shall be held on each program after one publication of notice in a newspaper circulating generally in the City, at least 15 days before the hearing; and WHEREAS, a public hearing was held on the Program on December 2, 1985, at 7:30 p.m. by the City Council of the City of St. Louis Park, Minnesota after publication of notice thereof on November 16, 1985, in the Minneapolis Star and Tribune; and WHEREAS, on December , 1985, the City Council of the City of St. Louis Park; conducted a special meeting to review the Program, and approved the Program and preliminarily approved the issuance of revenue bonds; and WHEREAS, Minnesota Statutes, Section 462C.04, Subdivision 2, further requires that each program shall be submitted to the Minnesota Housing Finance Agency (the "MHFA") for review and approval; and WHEREAS, the Program was approved by the MHFA at a special meeting held on December 19, 1985; and WHEREAS, pursuant to the Acts, the State Housing Act and the Loan Agreement, as hereinafter defined, the Issuer proposes to undertake the Program, and for the financing thereof, to authorize, issue and sell its Housing Development Revenue Note (Oakmont Place Project), Series 1985, in the aggregate principal amount of $8,715,000 payable from the revenues of the Program (the "Note"); and WHEREAS, the Issuer proposes to enter into a Loan Agreement, an Assignment of Loan Agreement, a Disbursing Agreement and a Regulatory Agreement (all as hereinafter defined) in connection with the issuance, sale and delivery of the Note; and WHEREAS, neither the Issuer nor the State of Minnesota or any political subdivision thereof shall be liable on the Note, and the Note shall not be a debt of the Issuer, the State of Minnesota or any political subdivision thereof nor shall give rise to a charge against the general credit or taxing power of the Issuer, the State of Minnesota or any political subdivision thereof (including without limitation the Issuer), nor shall be payable out of any funds or properties other than those of the Issuer provided as security by the hereinafter defined Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA: Section 1. The City Council of the Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City of St. Louis Park, Minnesota 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 housing units in the City of St. Louis Park, Minnesota 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 Issuer further finds, determines, and declares that the purpose of the Program is to issue the Note, the proceeds of which will be loaned to the Developer pursuant to the Loan Agreement to finance the acquisition and construction of a multifamily rental housing development located in the City of St. Louis Park, Minnesota, which will be affordable to persons and families of low and moderate income. Section 3. That for the purpose of financing the Program there is hereby authorized the issuance of the $8,715,000 Housing Development Revenue Note to (Oakmont Place Project), Series 1985. The Note shall bear interest subject to adjustment and to establishment as provided herein at an average annual rate not in excess of eleven percent (11%) per annum, shall be dated, shall mature, shall be subject to prepayment prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the form of the Note now on file with the City Clerk, with such insertions, additions or changes as may be necessary in connection therewith. Section 4. That the Note shall be a special obligation of the Issuer payable solely from the revenues of the Program. The Council Members of the Issuer hereby authorize and direct the Mayor and the City Manager of the Issuer (the "Mayor" and the "City Manager") to execute the Note and the City Clerk of the Issuer (the "City Clerk") to attest the Note under the corporate seal of the Issuer and do hereby authorize and direct the execution of the Note and the delivery thereof to the initial purchaser of the Note in accordance with the terms and conditions, covenants, rights, obligations, duties and agreements of the Issuer as set forth therein and in this resolution. All of the provisions of the Note, 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 Note shall be substantially in the form on file with the City Clerk, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 3 Section 5. That the Mayor and the City Manager are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest 41 under the corporate seal of the Issuer, the Loan Agreement (the "Loan Agreement") by and between the Issuer and the Developer. All of the provisions of the Loan 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 Loan Agreement shall be substantially in the form on file with the City Clerk which is hereby approved, with such omissions and insertions as do not change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 6. That the Mayor and the City Manager are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest under the corporate seal of the Issuer, the Assignment of Loan Agreement (the "Assignment") between and among the Issuer, the Developer and First National Bank of Minneapolis (the "Lender"). All of the provisions of tiie Assignment, 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 Assignment shall be substantially in the form on file with the City Clerk which is hereby approved, with such ommissions and insertions as do not change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 7. That the Mayor and the City Manager are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest under the corporate seal of the Issuer, the Disbursing Agreement (the "Disbursing Agreement") between and among the Issuer, the Developer, the Lender and Title Services, Inc. All of the provisions of the Disbursing 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 Disbursing Agreement shall be substantially in the form on file with the City Clerk which is hereby approved, with such omissions and insertions as do not change the substance thereof or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. That the Mayor and the Treasurer are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest under the corporate seal of the Issuer, the Regulatory Agreement (the "Regulatory Agreement") between and among the Issuer, the Developer and the Lender. All of the provisions of the Regulatory 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 Regulatory Agreement shall' be substantially in the form on file with the City Clerk which is hereby approved, with such ommissions and insertions as do not change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 41 4 Section 9. That the forms of the Declaration of Restrictive Covenants, the Combination Mortgage, Security Agreement and Fixture Financing Statement and the Assignment of Leases and Rents, pursuant to which the Developer will further secure the repayment of the Note, are hereby approved by the Board of Council Members in the forms on file with the City Clerk, with such necessary and appropriate variations, omissions and insertions as are not materially inconsistent with this Resolution. Section 10. That all covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and contained in the Loan Agreement, the Assignment, the Disbursing Agreement and the Regulatory Agreement 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, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and laibilities imposed upon the Issuer or the Council Members thereof by the provisions of this resolution or of the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement shall be exercised or performed by the Issuer or by such Council 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 or agreement herein contained or contained in the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any Council Member, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the Council Members of the Issuer nor any officer executing the Note shall be liable personally on the Note or be subject to any personal liability or accountability by reason of the issuance thereof. Section 11. That except as herein otherwise expressly provided, nothing in this resolution or in the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the respective parties thereto, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement of any provision thereof; this resolution, the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement and all of their provisions being intended to be and being for the sole and exclusive benefit of the parties thereto. Section 12. That in case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Note 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 Note, but this resolution, the aforementioned documents, and the Note shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. Section 13. 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 Note and to the execution of the Loan Agreement, the Assignment, the Disbursing Agreement and the Regulatory Agreement to happen, exist and be It performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Note and precedent to the execution of the Loan Agreement, the Assignment, the Disbursing Agreement and the Regulatory Agreement have happened, exist and have been performed as so required by law. Section 14. That the Council Members, 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 and the aforementioned documents for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Note, the agreements referred to above and this resolution. Section 15. The Mayor, City Manager and City Clerk of the Issuer are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Loan Agreement, the Assignment, the Disbursing Agreement or the Regulatory Agreement, or any other certificates of documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Note or the 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, certifications or representations when made shall be deemed to be agreements,. certifications or representations, as the case may be, of the Issuer. Section 16. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this resolution, any other Council Member of the Issuer 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 City Manager or the City Clerk of the Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any other Council Member of the Issuer with the same force and effect if such documents were executed and delivered by the City Manager or City Clerk of the Issuer. ` Section 17. That this resolution shall be in full force and effect from and after its passage. 6 PASSED AND APPROVED this 16th day of December, 1985. ATTEsn -u-Ity, Clerk Reviewed for Administration: i '�4 W. Mayor Approved as to form and Legality: & '&'� 5, City Attorney