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HomeMy WebLinkAbout93- 210 - ADMIN Resolution - City Council - 1993/12/201111 RESOLUTION NO. 93- 21 o f i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $6,290,000 MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (GNMA MORTGAGE LOAN/WESTWIND APARTMENTS PROJECT) SERIES 1993 (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE GNMA SECURITY AND OTHER REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A FINANCING AGREEMENT, A REGULATORY AGREEMENT, AN ESCROW AND REDEMPTION AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS WHEREAS, the City of St. Louis Park, Minnesota (the "Issuer") 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, Chapter 462C, as amended (the "Act"), and its Home Rule Charter (the "Charter"), 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 multifamily 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 R WHEREAS, the Issuer has developed a Housing Plan by Resolution No. 6386 dated October 2, 1979, pursuant to and in conformity with the Act (the "Housing Plan"), after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least thirty (30) days before the date of the hearing, as required by the Act; and B0ND/2202486817120/93 03857-373 WHEREAS, the Issuer, by the passage of Resolution No. 7086 dated March 15, 1982, amended its Housing Plan to include a multifamily rental housing bond program; and WHEREAS, the Housing Plan, as amended, was submitted on April 8, 1982 to the Metropolitan Council, which reviewed the Housing Plan and forwarded its comments to the Issuer on April 13, 1982, which comments were reviewed and discussed by the Issuer; and WHEREAS, the Issuer, by passage of Resolution No. 85-127 on September 3, 1985, adopted a program amendment to the Housing Plan (the "Program") pursuant to and in conformity with the Acts after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least fifteen (15) days before the date of the hearing, as required by the Act; and WHEREAS, on or prior to the date of publication of such notice, the Program was submitted to the Metropolitan Council, and the Metropolitan Council presented its favorable comments to the Issuer by letter dated August 27, 1985; and no material changes or changes inconsistent with the Metropolitan Council comments were made to the Program; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency on September 6, 1985, who then reviewed the Program and application and determined it to be complete as of September 6, 1985, and did not reject the Program within the 30 -day period provided by the Act; and WHEREAS, to provide a means of financing the cost of a rental housing development that will provide decent, safe and sanitary housing for low and moderate income residents of the City of St. Louis Park at rents 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 the public services, mass transportation and multifamily housing developments; and (3) to assist persons of low and moderate income in obtaining safe and sanitary housing at rents which they can afford, which constitute valid public purposes for the issuance of revenue bonds under the Acts, the Issuer developed a program with respect to (i) the issuance by the Issuer of its Multifamily Housing Development Revenue Bonds (Briarwood West Project) (the "Prior Bonds") in the aggregate principal amount of $8,000,000; and (ii) the use of the proceeds of the Prior Bonds by the Issuer to provide for funding of a loan to Briarwood West Partnership, a Minnesota general partnership, pursuant to a Loan Agreement dated as of December 1, 1985 to permanently finance construction of a multifamily rental housing development, now known as the Westwind Apartments (the "Project"); and WHEREAS, the Issuer proposes to refinance the Project by the issuance of $6,290,000 Multifamily Housing Revenue Refunding Bonds (GNMA Mortgage Loan/Westwind Apartments Project) Series 1993 (the "Bonds") under the Act and its Charter pursuant to this resolution; and BOND/22024868 1220193 2 03857-373 WHEREAS, the Bonds will be issued under an Indenture cif Trust, as hereinafter defined, and will be secured by a GNMA Security issued by the Government National Mortgage Association (the "GNMA Security") in connection with the mortgage loan insured by the Federal Housing Administration (the "Mortgage Loan") made by the Lender (as defined in the Indenture) to GHH Investments, a Wyoming general partnership, the current owner of the Project (the "Owner"), a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture of Trust, and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in said Project; and WHEREAS, in order to comply with the requirements of Section 147(0 of the Internal Revenue Code of 1986, as amended, the City Council has previously held a public hearing, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen (14) days before the hearing; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF 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 this is a public purpose, that many would-be providers of 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 and that the refinancing of the Project, the issuance and sale of the Bonds, the execution and delivery of the documents herein authorized and the performance of all covenants and agreements of the Issuer contained in such documents and of all other acts and things required under the Issuer's Charter and the Constitution and laws of the State of Minnesota to make such documents and the Bonds valid and binding obligations of the City in accordance with their terms are authorized by the Act and the Issuer's Charter. 2. For the purpose of refinancing the acquisition, construction and installation of the Project, there is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount not to exceed $6,290,000, the proceeds of which, together with funds provided by the Owner, shall be applied to redemption of all outstanding Prior Bonds. The Bonds shall be in such principal amounts, shall bear interest at rates, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture of Trust, dated as of December 1, 1993 (the "Indenture"), between the Issuer and First Trust BOND/22024868 1220193 3 03857-373 National Association, as trustee (the "Trustee"), substantially in the fo'rm now on file with the Issuer; provided that the aggregate principal amount of the Bonds shall not exceed either $6,290,000 or the outstanding principal amount of the Prior Bonds, the maximum interest rate on the Bonds shall not exceed 7% per annum, the final maturity of the Bonds shall not be later than 50 years from the date of issuance, the average maturity of the Bonds shall not exceed 120 percent of the remaining average reasonably expected economic life of the Project, and there shall be maturities or mandatory sinking fund redemptions of the Bonds so as to result in approximately level debt service throughout the term of the Bondc. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the GNMA Security and other funds pledged pursuant to the Indenture. The Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to their payment, nor is the City subject to any liability thereon; no holders of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the principal of, premium, if any, or interest on the Bonds; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Bond shall recite that the Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Bonds shall contain a recital that they are issued pursuant to the City's Charter and the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. The Mayor, the City Manager and City Clerk are authorized and directed to prepare and execute by manual or facsimile signature the Bonds as prescribed in the Bond Indenture, to affix the seal of the Issuer manually or by facsimile and to deliver them to the Bond Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to the Underwriter (defined below). 3. The City Council of the Issuer hereby authorizes and directs the Mayor, the City Manager and the City Clerk of the Issuer (the "Mayor," the "Manager" and the "Clerk," respectively) to execute and deliver the Indenture by and between the Issuer and the Trustee, to affix the seal of the City thereto, and to deliver the Indenture to the Trustee; and hereby provides that the Indenture shall provide the forms and conditions, covenants, rights, obligations, duties and agreements of the bondholders, the Issuer 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 on file with the Issuer, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as do not materially 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. BOND/22024868 1220/93 4 03857-373 4. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Regulatory Agreement (the "Regulatory Agreement") dated as of December 1, 1993 by and among the Issuer, the Trustee and the Owner. 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 Issuer which is hereby approved, with such variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 5. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Financing Agreement (the "Financing Agreement") dated as of December 1, 1993 by and between the Issuer, the Trustee, the Lender and the Owner providing for the loan of the proceeds of the Bonds. All of the provisions of the Financing 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 Financing Agreement shall be substantially in the form on file with the Issuer which is hereby approved, with such variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 6. , The Mayor, Manager and Clerk are hereby authorized and directed to execute the Bond Purchase Agreement with Piper Jaffray Inc., the purchaser named therein (the "Underwriter") relating to the Bonds (the "Bond Purchase Agreement"). All of the provisions of the Bond Purchase 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 Bond Purchase Agreement shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as are not materially inconsistent with the form on file with the Issuer or as the Mayor, in his discretion, shall determine and execution thereof by the Mayor shall be conclusive evidence of such determination. Bonds. 7. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the 8. The Mayor, Manager and Clerk of the Issuer or any one or more of them are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including without limitation a request and authorization to the Trustee to authenticate and deliver the Bonds, a Certificate as to Non -Arbitrage, a Letter of Representations to The Depository Trust Company ("DTC") for appointment of DTC as BOND 22024868 12/20/93 5 03857-373 securities depository for the Bonds and any amendments, if any, to the Prior Bonds or the documents relating thereto requested by the owners of the Prior Bonds in connection with the issuance of the Bonds. 9. The Mayor, Manager, Clerk of the Issuer or any one or more of them are hereby authorized to execute and deliver, on behalf of the Issuer, such instruments as may be necessary and appropriate to effect the funding of the Mortgage Loan and the issuance of the GNMA Security to the Trustee. 10. The Issuer hereby consents to the distribution of the Preliminary Official Statement relating to the Bonds, substantially in the form on file with the Issuer. The Issuer hereby consents to the use by the Underwriter in connection with the sale of the Bonds of a final Official Statement, substantially in the form of the Preliminary Official Statement described above. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. The Issuer has not participated in the preparation thereof and shall have no liability in connection with the contents of or use of such offering materials. 11. All covenants, stipulations, obligations and agreements of the Issuer contained in this resolution and the aforementioned documents 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 liabilities imposed upon the Issuer or the City Council, or such officers, board, body or agency thereof 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 aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer 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. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Financing Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. BOND/22024868 12/20/93 6 03857-373 Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof,,this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any holder from time to time of the Bonds issued under the provisions of this resolution. 12. In case any one or more of the provisions of this resolution, or of the aforementioned documents, 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 aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 13. The Bonds, when executed and delivered, shall contain a recital and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, that all acts, conditions and things required by the laws of the State of Minnesota and the Issuer's Charter relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 14. The officers of the Issuer and its attorneys, agents and employees are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the Manager or Clerk of the Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by a member of the City Council, an acting City Manager, or the Assistant City Clerk, respectively, with the same force and effect as if such documents were executed and delivered by the Manager or Clerk of the Issuer. 15. This resolution shall be in full force and effect from and after its passage. BOND/22024868 12/20/93 7 03857-373 q3 -l0 4 Adopted by the City Council of the Issuer this 20th day of December, 1993. coAL.a,,,i-- Mayor, ttest: City Cler Reviewed for administration: Approved as to form and legality: # dAt- �R�i- /. City t�1 corny BOND/22024868 12/20193 8 03857-373 1 1 a