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HomeMy WebLinkAbout86-209 - ADMIN Resolution - City Council - 1986/12/15RESOLUTION NO. 86-209 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST, COMPLIANCE AGREEMENT AND FINANCIAL ADVISOR'S CONTRACT APPROV- ING THE FORM OF THE FIRST SUPPLEMENTAL INDENTURE OF TRUST, COMPLIANCE AGREEMENT AND FINANCIAL ADVISOR'S CONTRACT; PROVIDING THAT THE INVALIDITY OF ANY PART OF THIS RESOLUTION SHALL NOT AFFECT THE REMAINDER; AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS; REPEALING ALL RESOLUTIONS OR PORTIONS THEREOF IN CONFLICT HEREWITH AND PROVIDING FOR THE DATE OF EFFECT OF THIS RESOLUTION. WHEREAS, the City of St. Louis Park, Minnesota (the "Issuer") is a home -rule charter city organized under the laws of the State of Minnesota under the Constitution and laws of the State of Minnesota (the "State"); and WHEREAS, the Issuer is authorized by Chapter 462C of the Minnesota Statutes, as amended (the "Act"), to issue and sell its revenue bonds and to use the proceeds thereof for the purpose of financing mortgage loans to low- and moderate - income persons in the State, to purchase single-family resi- dences and to secure payment of such revenue bonds as therein provided (including bond insurance), all in accordance with the provisions of the Act; and WHEREAS, the Issuer deemed it necessary and advisable for the promotion of the public health, welfare, safety, convenience and prosperity of the citizens of the State and in order to alleviate a shortage of affordable single-family housing to issue bonds for such purposes; and WHEREAS, to provide more adequate residential single- family housing, Issuer has developed a program with respect to the issuance by Issuer of its $20,200,000 City of St. Louis Park, Minnesota Residential Mortgage Revenue Bonds, Series 1980 (the "Bonds") and the use of such moneys to purchase from certain mortgage.lending institutions (the "Originators") certain mortgage loans made to finance resi- dential facilities (the "Mortgage Loans"), which Mortgage Loans were originated by the Originators pursuant to the Mortgage Origination and Sale Agreements dated as of December 1, 1980 (collectively, the "Agreement"); and WHEREAS, the Issuer has purchased the Mortgage Loans from the Originators and the Program Administrator is servicing the Mortgage Loans; and WHEREAS, the Issuer and the Trustee entered_into an Indenture of Trust dated as of December 1, 1980 (herein referred to as the "Original Indenture" and, together with the First Supplemental Indenture and all other indentures supplementary and amendatory thereof, referred to as the "Indenture"), pursuant to which the Issuer has issued its Bonds; and WHEREAS, pursuant to Section 10.01(6) of the Original Indenture, the Issuer desires to amend and supplement the Original Indenture as set forth in the First Supplemental Indenture; and WHEREAS, there have been presented to the Issuer on this date, the following: 1. The form of the First Supplemental Indenture; 2. The form of the Financial Advisor's Contract; 3. The form -of Closing -Certificate -of -Issuer; 4. The form of Investment and Compliance Instruc- tions; and 5. The form of Compliance Agreement. WHEREAS, it appears that each of the instruments above referred to, which are now before each of the members of the Issuer, is in appropriate form and is an appropriate instru- ment for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE ISSUER, AS FOLLOWS: ARTICLE I AUTHORIZATION TO EXECUTE DOCUMENTS AND SUPPLEMENT THE INDENTURE Section 1.01. Approval and Authorization of Documents. The First Supplemental Indenture, Closing Certificate, Investment Instructions, Compliance Agreement and the Finan- cial Advisor's Contract shall be and the same are in all respects hereby approved, authorized, ratified and confirmed, and the Mayor and the City Manager shall be and they are each separately and individually hereby authorized and directed to execute and deliver, and the City Clerk to attest under the Corporate Seal of the Issuer, for and on behalf of the Issuer, the First Supplemental Indenture, Financial Advisor's Contract, Investment Instructions, Closing Certificate and Compliance Agreement in substantially the form and content as presented to the Issuer on this date, but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of approval of any and all changes, modifications, additions and deletions from the form thereof as presented to this meeting. Section 1.02. Issuer To Execute and Deliver Additional Documents. The Mayor and the City -Manager each individually are hereby authorized to execute and deliver for and on behalf of the Issuer any and all additional certificates, documents and other papers (including any amendment to the Program Administration Agreement or the Mortgage Origination and Sale Agreement, each dated as of December 1, 1980, exe- cuted in connection with the Bonds) and to perform all other acts as they may deem necessary or appropriate to implement and carry out the purposes and intent of this Resolution, including the preamble hereto. Section 1.03. Designation of Financial Advisor. Under the Financial Advisor's Contract, Miller & Schroeder Finan- cial, Inc. and Dain Bosworth Incorporated, collectively, are designated as the Financial Advisor in connection with the delivery of the Supplemental Indenture. The payment of fees to the Financial Advisor and the payment of other expenses associated with the execution of the First Supplemental Indenture, not to exceed the approximate amounts set forth on Schedule A to this Resolution, are hereby authorized and approved. The Trustee is hereby authorized to release Resid- uals (as defined in the First Supplemental Indenture) and a portion of such Residuals shall be used to pay such fees and expenses. The portion of such Residuals not used to pay such fees and expenses shall be released to the Issuer. Residuals shall be defined in the First Supplemental Indenture in a manner satisfactory to the Bond Insurer (as defined in the First Supplemental Indenture). ARTICLE II SUPPLEMENTAL RESOLUTIONS The Issuer may, subject to the terms and conditions of the Indenture, pass and execute resolutions supplemental to this Resolution which shall not be inconsistent with the terms and provisions hereof. ARTICLE III MISCELLANEOUS Section 3.01. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution is intended or shall be construed to give to any person, other than the Issuer, the Financial Advisor and the Trustee, any legal or equitable right, remedy or claim under or with respect to this Resolution or any covenants, conditions and provisions herein contained; this Bond Resolution and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Financial Advisor and the Trustee as herein provided. Section 3.02. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 3.03. Prior Resolutions. All provisions of prior resolutions, or parts thereof, in conflict with the provisions of this Resolution are, to the extent of such conflicts, hereby repealed. Section 3.04. Effective Date. This Resolution shall be in full force and effect immediately upon its passage and approval. Section 3.05. Counterparts. This Resolution may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 3.06. Captions. The captions or headings in this Resolution are for convenience only and in no way f define, limit or describe the scope or intent of any provi- sions—or sections of this Resolution. Adopted by the City Council December 15, 1986 Attest: APPROVED AS TO FORM AND LEGALITY: By CITY OF ST. LOUIS PARK, MINNESOTA By lv. Ah.a., REVIEWED FOR ADMINISTRATION: B