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HomeMy WebLinkAbout86-138 - ADMIN Resolution - City Council - 1986/08/18RESOLUTION NO. 86-138 APPROVING THE ISSUANCE AND SALE BY THE CITY OF ST. LOUIS PARK, MINNESOTA OF ITS MULTIFAMILY MORTGAGE REVENUE BONDS (WALKER PLACE APARTMENTS PROJECT), SERIES 1986, IN THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $10,800,000 AND THE EXECUTION OF RELATED DOCUMENTS WHEREAS, the City of St. Louis Park, Minnesota (the "Issuer") is a body corporate and a political subdivision of the State of Minnesota (the "State") and is authorized by Minnesota Statutes, Chapters 462C and 462A, as amended (the "Acts"), to issue its revenue bonds to provide funds to alleviate the shortage of decent, safe and sanitary housing which is within the financial means of low- and moderate -income persons and families within the State; and WHEREAS, the Issuer is authorized to use the proceeds of its bonds to make certain housing facility loans for rental housing projects located in the City of St. Louis Park; and WHEREAS, the Issuer previously has approved the making of a mortgage loan (the "Loan") to finance a rental housing facility containing approximately 165 residential apartment units in the City of St. Louis Park, Minnesota, known as the "Walker Place Apartments Projects" (the "Development"); and WHEREAS, the Issuer wishes to authorize the issuance of its City of St. Louis Park, Minnesota Multifamily Mortgage Revenue Bonds (Walker Place Apartments Project), Series 1986 in an aggregate principal amount not exceeding $10,800,000 (the "Bonds"); and to use the proceeds thereof to finance the Loan; and WHEREAS, there have been submitted to the City Council of the Issuer the proposed forms of the following documents (collectively, the "Documents"): (a) Bond Resolution providing for the issuance of up to $10,800,000 City of St. Louis Park, Minnesota, Multifamily Mortgage Revenue Bonds (Walker Place Apartments Project), Series 1986, dated as of August 1, 1986 (the "Resolution"), setting forth the terms and conditions under which the Bonds will be issued, (b) Loan Agreement, dated as of August 1, 1986 (the "Loan Agreement"), between the Issuer and St. Louis Park Housing Partners, a Limited Partnership, a Minnesota limited partnership (the "Developer"), (c) Regulatory Agreement, dated as of August 1, 1986 (the Agreement") between the Issuer and the Developer, (d) Combination Mortgage, Security Agreement and Fixture Financing Statement dated as of August 1,1986 (the "Mortgage"), from the Developer for the benefit of the Issuer, and 1 (e) Assignment of Leases and Rents, dated August 1, 1986 (the "Assignment"), from the Developer to the Issuer; (f) Assignment Agreement, dated August 1, 1986 (the "Assignment Agreement") from the Issuer to SCA Tax Exempt Fund Limited Partnership; and WHEREAS, the Issuer is willing to (i) enter into the Resolution, the Agreements referred to in paragraphs (b), (c), and (e) above with the other respective parties thereto, and to accept Mortgage for benefit of SCA, and (ii) issue, execute, sell and deliver the Bonds; and WHEREAS, the issuance of the Bonds has been approved by the "applicable elected representative" of the Issuer following proceedings under, and in accordance with, Section 103(i) of the Internal Revenue Code of 1954, as amended (the "Code"); and WHEREAS, the Issuer has developed a Housing Plan pursuant to and in conformity with the Acts and adopted the Housing Plan after a public hearing thereon after one publication of notice in a newspaper circulating generally in the Issuer; and WHEREAS, the Acts further require the adoption of a Housing Bond Program for the issuance of the Bonds (the "Program") after a public hearing thereon after one publication of notice in a newspaper circulating generally in the Issuer; and WHEREAS, the City Council of the Issuer adopted the final Program, as amended, by the passage of a resolution on May 5, 1986; and WHEREAS, the Acts require that the Program for the issuance of the Bonds must be reviewed by the Minnesota Housing Finance Agency ("MHFA"), which review was completed on July 3, 1986 by the MHFA's failure to reject the Issuer's submission for approval of the Program, as amended; and WHEREAS, the Program provided for the issuance of the Bond in an amount then estimated not to exceed $10,800,000; and WHEREAS, neither the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Resolution) shall be liable on the Bonds, and the Bonds shall not be a debt of the State of Minnesota or any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Resolution), and in any event shall not give rise to a charge against the credit or taxing power of the Issuer, the State of Minnesota, or any political subdivision thereof; NOW, THEREFORE, BE IT RESOLVED by the City of St. Louis Park, Minnesota, as follows: 1. The Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City of St. Louis Park 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 2 1 this is a public purpose, and that many would-be providers of housing units in the City of St. Louis Park are either unable to afford mortgage credit at present market rates of interest. The Issuer also hereby finds, determines and declares that the Development has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis -St. Paul Metropolitan Statistical Area and that 20 percent of the dwelling units in the Development will be held for occupancy by families and individuals with adjusted gross incomes not in excess of 80 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis -St. Paul Metropolitan Statistical Area. 2. The form and substance of the Bonds (in substantially form contained in the Resolution presented to this meeting) are hereby approved. 3. The form and substance of the Documents in substantially the forms presented to this meeting and with such further changes thereto as the Mayor and City Manager may determine to be appropriate, and any changes required by bond counsel to conform the terms of the Bonds and use of proceeds thereof to the provisions of H.R. 3838 as reported on August 16, 1986 by the United States House of Representatives and United States Senate Conference Committee on H.R. 3838 (the "Pending Legislation") are hereby approved. 4. The Issuer, upon application for and receipt of an allocation of authority for the issuance of the Bonds in accordance with Minnesota Statutes, Chapter 474A if determined to be necessary in the opionion of Bond Counsel, is hereby authorized to issue, execute, sell and deliver to SCA the Bonds in the aggregate principal amount up to $10,800,000 in the form heretofore approved in this Resolution for the purchase price equal to the principal amount thereof, pursuant to the Act and in accordance with the provisions of the Loan Agreement and the Resolution, provided that: (a) The Bonds shall (i) be issued, executed and delivered at such time as the Mayor and City Manager of the Issuer shall determine and (ii) bear interest (included any base interest, contingent interest and/or deferred interest) at the rate, be issued in the form, be subject to prepayment and tender, have such other terms and provisions and be issued in such manner and on such conditions as are set forth in or determined pursuant to the Resolution, which Resolution is hereby specifically incorporated herein by reference with the same force and effect as if fully set forth in this resolution, subject to any changes required by Bond Counsel to conform the Bonds to Pending Legislation. (b) The Bonds shall be issued solely for the purposes of providing funds to finance the costs of the Development by making the Loan to the Developer and by paying the costs of issuance of the Bonds. (c) The Bonds and the interest thereon are not and shall never be a debt, obligation or liability of the State of Minnesota and the State of Minnesota shall not be liable thereon. (d) The Bonds, together with interest payable thereon, shall be a special obligation of the Issuer payable solely from the revenues, assets and receipts pledged under the Resolution, and do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the pledge under the Resolution) or pledge of the faith and credit or any taxing power of the Issuer, the State, or any political subdivision thereof. (e) Notwithstanding any other provision of this resolution, the Issuer covenants that it will make no use of the proceeds of the Bonds or of any other moneys under its control which, if such use had been reasonably expected on the date of issue of the Bonds, would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Code, or under the provisions of the Pending Legislation. (f) The issuance of the Bonds has been approved by the "applicable elected representative" of the Issuer following a public hearing and all other required proceedings under Section 103(k) of the Code. (g) The issuance of the Bonds shall be subject to the receipt of an allocation of authority for the issuance of the Bonds, but only if determined to be necessary by bond counsel, in an amount equal to at least $10,800,000 from the Minnesota Department of Energy and Economic Development in accordance with Minnesota Statutes, Chapter 474A, the application for which by the Issuer in cooperation with the Developer is hereby ratified and approved, but only if determined to be necessary by Bond Counsel. 5. The Fiscal Agent is hereby authorized and directed to authenticate and deliver the Bonds to SCA in accordance with the provisions of the Resolution and the Loan Agreement. 6. The' Mayor and the City Manager of the Issuer and each of them without the other is hereby authorized to execute the Documents to which the Issuer is a party, and to affix the seal of the Issuer thereto, all in substantially the forms thereof presented to this meeting, with such changes, variations, omissions and insertions as the officer executing the same shall approve. The execution thereof by such officer shall constitute conclusive evidence of such approval. In making the agreements, provisions, covenants and representations set forth in the Documents related to the Bonds, the Issuer has not obligated itself to pay or remit any funds or revenues, other than the trust estate described in the Resolution. 7. The Mayor, the City Manager, the City Attorney and all other officers, agents and staff of the Issuer are hereby severally authorized, empowered and directed to do all acts and things required or provided for by the Documents, to assign or transfer a portion or all of its rights under the Documents to the Fiscal Agent for the benefit of the holders, from time to time, of the Bonds, and to execute and deliver any closing documents of the Issuer and all such additional certificates, instruments, agreements and documents, pay all such fees, charges and expenses and to do all such further acts and things as may be necessary, or in the reasonable discretion of the person acting, desirable and proper to effect the purposes of the foregoing resolution and to cause compliance by the Issuer with all the terms, covenants and provisions of the Documents, if any, binding upon the Issuer. 4 r 8. Except as herein otherwise expressly provided, nothing in this resolution or in the Resolution, expressed, • or implied, is intended or shall be construed to confer upon any person, firm, orcorporation other than the Issuer, the holder of the Bonds, the Fiscal Agent, and the Developer to the extent expressly provided in the Resolution, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Resolution or any provision thereof, this resolution, the Resolution and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the holders from time to time of the Bonds issued under the provisions of this resolution and the Resolution, and the Developer to the extent expressly provided in the Resolution. 9. In case any one or more of the provisions of this resolution or of the Resolution 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 Resolution or of the Bonds, but this resolution, the Resolution, 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 Resolution, the creation of the funds provided for in the Resolution, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Resolution, and the application of all revenues, collateral, and other monies are all commitments, obligations, and agreements on the part of the Issuer contained in the Resolution, and the invalidity of the Resolution shall not affect the commitments, obligations, and agreements on the part of the Issuer 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 Resolution, it being the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Resolution. 10. All covenants, stipulations promises, agreements and obligations of the Issuer contained in this resolution shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Issuer and not of any director, member, officer of employee of the Issuer in his or her individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on the Bonds or for any claim based thereon or on this resolution, either jointly or severally, against any director, member, officer or employee of the Issuer or any person executing the Bonds. 11. If for any reason the Mayor of the City of St. Louis Park is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the City of St. Louis Park 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 of the City of St. Louis Park is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any other officer of the City of St. Louis Park or member of the City Council with the same force and effect if such documents were executed and delivered by the City Manager of the City of St. Louis Park. 12. All costs incurred by the Issuer in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the Documents or any other agreement or instrument relative to the Bonds, whether or not actually 5 i issued or delivered, shall be paid by the Developer or reimbursed by the Developer to the Issuer. 13. This resolution shall be full force and effect from and after its passage. Adopted by the City Council of the City of St. Louis Park this I8th day of August, 1986. Attest: h.e,,,,47 -,, City Clerk Reviewed for Administration: 6 Mayor Approved as to form and execution: