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HomeMy WebLinkAbout92-115 - ADMIN Resolution - City Council - 1992/08/03RESOLUTION NO. 92-115 RESOLUTION RELATING TO THE ISSUANCE OF MULTIFAMILY REVENUE REFUNDING BONDS AND AUTHORIZING AN AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES IN CONNECTION THEREWITH BE IT RESOLVED by the City Council (the "City Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: Section 1. Recitals: Findings. 1.01. Minnesota Statutes, Chapter 462C, Chapter 462A and Chapter 475, as amended (the "Act"), authorize the City to issue revenue bonds to finance programs or developments described in any housing plan, upon approval of the program as provided in the Act, including one or more multifamily housing developments within its boundaries and to refund any bonds then outstanding including the payment of any redemption premiums thereon and any interest accrued or to accrue to the redemption date next succeeding the date of delivery of the refunding bonds. 1.02. The Home Rule Charter of the City authorizes the issuance of bonds "for any public purpose not prohibited by law". 1.03. On December 18, 1985, the City issued its $8,000,000 aggregate principal amount Multifamily Housing Revenue Bonds (Briarwood West Project) Series 1985 pursuant to the Act (the "Series 1985 Bonds"), to finance the acquisition, construction and equipping of a 186 unit apartment complex to be located in the City on a six (6) acre site at 255, 265 and 275 Shelard Parkway (the "Project"), by Briarwood West Partnership, a Minnesota general partnership (the "Original Borrowers") whose general partners were Gary S. Holmes and Leonard Gasparre. The Original Borrowers have assigned their interest to GHH Investments, a Wyoming partnership, which also has Gary S. Holmes and Leonard Gasparre as general partners ("Borrower"). 1.04. The Council has received a proposal from the Borrower that the City issue its multifamily revenue refunding bonds in an aggregate principal amount of approximately $8,000,000 (the "Bonds"), to refund all of the outstanding principal amount of the Series 1985 Bonds. The proposal includes an initial issuance of refunding bonds and a subsequent issue of refunding bonds if and when FHA insurance is received. 1.05. The City hereby finds and determines the issuance of the Bonds is authorized under the Act and the City's Home Rule Charter and constitutes a public purpose under the City's Home Rule Charter for which bonds can be issued. 1.06. Section 147(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), requires the approval of the Bonds by the Council after a public hearing following reasonable public notice. 1.07. The Borrower has presented to the City a form of public notice, attached hereto as Exhibit A, with a request that the City Council establish a date for a public hearing, authorize publication of the form of public notice provided by the Borrower, and give preliminary approval on the proposal to undertake and finance the Project. 1.08. The City hereby finds and determines that prior to holding a public hearing on the proposed issuance of the Bonds, the City requires the Borrower to authorize, execute and deliver to the City an Agreement as to Indemnity and Payment of Fees and Expenses (the "Agreement"), substantially in the form attached hereto as Exhibit B and in form and substance acceptable to the Mayor, City Manager and City Clerk herein authorized to execute the Agreement on behalf of the City. Section 2. Public Hearing. 2.01 The city will conduct, and there is hereby called, a public hearing on the proposal of the Borrower that the City issue the Bonds on Tuesday the 8th day of September, 1992 at 7:30 o'clock p.m. 2.02 The City Clerk of the City is hereby authorized to cause a public notice, substantially in the form of the notice attached hereto as Exhibit A, to be published in the official newspaper of the City and if so requested by the Borrower, another newspaper of general circulation in the City. 2.03 The holding of the public hearing as set forth herein is subject to the Borrower authorizing, executing and delivering to the City the Agreement. Section 3. Agreement Authorized. 3.01 The Mayor, the City Manager and the City Clerk are hereby authorized to execute the Agreement in substantially the form attached hereto as Exhibit B with such changes or amendments as such officers deem appropriate. In the absence of the Mayor, the Acting Mayor or, in the absence of the Acting Mayor, any member of the Council, is authorized to execute the Agreement. Section 4. Effective Date. 4.01 This resolution shall become effective immediately upon its passage and without publication. Adopted this 3rd day of August, 1992. ATTEST: City 4k C tycfle Reviewed for administration: Av. e, to/o),, City Manager 978DBND -3- Mayor ,14,,J, Approved as to form and execution: ea& -714-if City Attorney Exhibit A to Resolution No. 92-115 NOTICE OF PUBLIC HEARING RELATING TO THE PROPOSED ISSUANCE OF MULTIFAMILY REVENUE REFUNDING BONDS ON BEHALF OF GHH INVESTMENTS NOTICE IS HEREBY GIVEN that a public hearing shall be conducted by the City Council of the City of St. Louis Park, Minnesota (the "City") on the proposed issuance of multifamily revenue refunding bonds by the City on behalf of GHH Investments, a Wyoming general partnership or a successor or assign thereof (the "Borrower") pursuant to Minnesota Statutes, Chapter 462C, Chapter 462A and Chapter 475, as amended (the "Act") and the City's Home Rule Charter. The hearing will be held at the Council Chambers of the City Hall, 5005 Minnetonka Boulevard, St. Louis Park, Minnesota, on Tuesday, September 8, 1992, at approximately 7:30 o'clock p.m. On December 19, 1985, the City issued its $8,000,000 aggregate principal amount multifamily housing revenue bonds (Briarwood West Project) Series 1985, pursuant to the Act (the "Series 1985 Bonds") to finance the acquisition, construction and equipping by the Borrower of a 186 unit apartment complex to be located in the City on a six (6) acre site at 255, 265 and 275 Shelard Parkway in the City (the "Project"). The Project is now known as Westwind Apartments. The Borrower has requested the City to issue its multifamily revenue refunding bonds to refund the Series 1985 Bonds in the estimated maximum aggregate principal amount of $8,000,000. A subsequent issuance of refunding bonds is requested by the Borrower if an FHA insured mortgage is obtained. At the time and place listed above for the public hearing, the City Council shall give all parties who appear an opportunity to express their views with respect to the proposal to refund the Series 1985 Bonds and to issue the multifamily revenue refunding bonds. Interested persons may also submit written comments to the undersigned City Clerk prior to the date of such hearing. Dated: August 1992 City Clerk Exhibit B to Resolution No. 92-115 AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES BETWEEN CITY OF ST. LOUIS PARR, MINNESOTA AND GHH INVESTMENTS Dated as of August 1, 1992. THIS AGREEMENT is made and entered into effective as of August 1, 1992, by and between City of St. Louis Park, Minnesota (the "City") and GHH Investments, a Wyoming partnership, in which Gary S. Holmes and Leonard Gasparre are general partners, a Minnesota general partnership (the "Borrower"). WHEREAS, the City has received a proposal that the City issue its multifamily revenue refunding bonds to refund its $8,000,000 original principal amount Multifamily Housing Revenue 3onds (Briarwood West Project) Series 1985 (the "Series 1985 Bonds") issued to finance the acquisition, construction and equipping of a 186 unit apartment complex located on a six (6) acre site at 255, 265 and 275 Shelard Parkway (the "Project") by the Borrower, which Project is known as Westwind Apartments under Minnesota Statutes, Chapter 462C, 462A and 475, as amended (the "Act"), and under the City's Home Rule Charter on behalf of the Borrower; and WHEREAS, the City has authorized the calling of a public hearing, to be held on Tuesday, September 8, 1992, in accordance with the Act, on the proposal to refund the Series 1985 Bonds, and has authorized publication of notice of such hearing; and WHEREAS, the purpose of the public hearing is to give the public an opportunity to express their views with respect to the proposal to issue the multifamily revenue refunding bonds and to refund the Series 1985 Bonds and to submit written comments to the City Clerk before the time of the hearing; and WHEREAS, the calling and holding of the public hearing does not obligate the City to proceed with the refunding of the Series 1985 Bonds and does not indicate the present intent of the City to issue its multifamily revenue refunding bonds under the Act to refund the Series 1985 Bonds; and WHEREAS, the City and the Borrower desire to enter into this Agreement to acknowledge the determinations of the City, the qualifications and restrictions thereto, and to provide for the indemnity and allocation of expenses, all as more fully set forth herein. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. No Obligation to Issue. Until such time as the City, in its sole discretion, shall adopt a preliminary resolution and shall adopt a final resolution authorizing the issuance of the multifamily revenue refunding bonds, the Borrower hereby acknowledges that the City shall have no legal or equitable obligation to issue such multifamily revenue refunding bonds and shall not be liable in any fashion for not r 1 ll i issuing such bonds. The Borrower further acknowledges that all details of such revenue bond issue and the provisions for payment thereof are subject to final approval of the Project by the Minnesota Department of Trade and Economic Development and may be subject to such further conditions as the City may specify. 2. Source of Repayment. The parties hereby acknowledge that the revenue bonds, if issued, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, except the revenues specifically pledged to the payment thereof, and each bond, when, as and if issued, shall recite in substance that the bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. 3. Indemnification by Borrower. The Borrower and each of its general partners jointly and severally hereby agrees to pay and will protect, indemnify and save the City, the City Council, the City's officials and employees harmless from and against all liabilities, losses, damages, costs and expenses (including attorneys' reasonable fees and expenses), causes of action, suits, claims, demands and judgments of any nature arising from the proposed financing, the issuance of multifamily revenue refunding bonds and the refunding of the Series 1985 Bonds, including, without limitation, the calling of the public hearing, the publication of notice thereof, the adoption of any preliminary or final resolution, the issuance and delivery of such Bonds and the offering of such Bonds for resale. 4. Fees. The Borrower and each of its general partners jointly and severally agrees that it will on demand therefor pay to the City the reasonable fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., acting as counsel to and bond counsel for the City and all other expenses incurred by the City in connection with consideration of the proposed refunding of the Series 1985 Bonds, including, without limitation, the proposed bond issue. The Borrower agrees that it will pay upon invoice therefor the fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., as counsel to the City and as bond counsel in connection with or relating to the proposed issuance of the multifamily revenue refunding bonds which at the option of Popham, Haik, Schnobrich & Kaufman, Ltd. may be billed to the Borrower monthly for work actually done and for expenses incurred through the date of such statement. -7- The Borrower acknowledges and agrees that Popham, Haik, Schnobrich & Kaufman, Ltd. as acting as counsel to the issuer and bond counsel is representing the City and in no fashion is representing the Borrower, notwithstanding the Borrower's agreement to reimburse the City for such firm's fees and expenses. The Borrower agrees that Popham, Haik serving as bond counsel or issuer's counsel in connection with the issuance of the proposed bonds shall not be a conflict with or in any way preclude, other representation by Popham, Haik of the City in any matters including those relating to the Borrower. 5. Separate Agreement. The Agreements as to indemnity and fees set forth in Sections 3 and 4 above are separate from, and in addition to, any provisions, including without limitation with respect to indemnity and payment of fees and expenses which the City shall require in the documentation executed in connection with the issuance of the Bonds. 4. Pursuant to Resolution No. 90-112, the City has required as follows: A. That parties benefited by the issuance of revenue bonds agree during the life of the bonds, not to discriminate against any employee or applicant for employment because of race, color, sex, creed, national origin, or age, or on any other basis prohibited by Federal, State or local law and that parties agree during the life of the bonds to provide equal employment opportunities without regard to race, color, sex, creed, national origin, or age. Further, such parties shall have in place and utilize affirmative action employment practices. B. That fees in the following amounts paid to the City in connection with the issuance of revenue bonds shall be required in addition to other amounts or indemnities which may be required in connection with any issuance of revenue bonds: i. Whether or not the Bonds are issued, an amount to reimburse the City for direct costs and expenses incurred in connection with the issuance, purchase and sale, payment, registration, transfer, exchange or redemption of the bonds, including, but not limited to, -8- the fees and expenses of City counsel, bond counsel, financial consultants, engineers, architects, attorneys, management consultants, accountants or other consultants as may from time to time be retained by the City. ii. In addition to the foregoing, an annual fee of one-eighth of one percent per annum of the principal amount of the bond issue outstanding, payable in arrears semi-annually on such dates as determined by the City and calculated on the principal amount of the bonds outstanding during the six months preceding the date on which the payment is due. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in corporate name and attested by its duly authorized officers and caused its corporate seal to be hereunto affixed and the Borrower has caused this Agreement to be executed in its partnership name by its general partners, all as of the date first written above and all pursuant to the authority granted in resolutions adopted by the Borrower and the City prior to the date hereof. GHH INVESTMENTS By By Its General Partner Its General Partner CITY OF ST. LOUIS PARK, MINNESOTA By Its Mayor (SEAL) By ATTEST: By Its City Clerk 978/D8ND Its City Manager -9-