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HomeMy WebLinkAbout93-165 - ADMIN Resolution - City Council - 1993/10/18RESOLUTION NO. 93-165 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $3,820,000 RENTAL HOUSING REVENUE REFUNDING BONDS (TAMARIND 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 FANNIE MAE GUARANTEED PASS-THROUGH CERTIFICATE 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 AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITIES, 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, Chapters 462A and 462C, as amended (the "Acts"), 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 WHEREAS, the Issuer has developed a Housing Plan by Resolution No. 6386 dated October 2, 1979, pursuant to and in conformity with the Acts (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 Acts, and 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 449/22024868 10/13/93 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 (the "City") 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 (1) the issuance by the Issuer of its Multifamily Housing Development Revenue Bonds (Fannie Mac Program/Tamarind Project) (the "1985 Bonds") in the aggregate principal amount of $4.000,000; and (ii) the use of the 1985 Bond proceeds by the Issuer to provide for funding of a loan (the "Mortgage Loan") to Tamarind Limited Partnership, a Minnesota limited partnership (the "Owner"), pursuant to a Financing Agreement dated as of December 1, 1985 between the Issuer and the Owner to permanently finance construction of a multifamily rental housing development (the "Project"); and WHEREAS, the Issuer proposes to refinance the Piolcct under the Act by the issuance of $3.820,000 Rental Housing Revenue Refunding Bonds (Tamarind Apartments Project) Set ics 1993 (the "Bonds") under this resolution as he;cinalter defined; and WHEREAS, the Bonds will be issued under an Indcntuie of Trust. as hereinafter defined, and will be secured by a Fannie Mae Guaranteed Pass -Through Certificate issued by t 449/22024868 10/11/93 L the Federal National Mortgage Association (the "Fannie Mae Certificate") 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(f) 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 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, and 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. 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 $3,820,000, the proceeds of which shall be applied to redemption of the 1985 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 formand have such other details and provisions as are prescribed in the Indenture of Trust, dated as of November 1, 1993 (the "Indenture"), between the Issuer and National City Bank of Minneapolis, as trustee (the "Trustee"), in the form now on file with the Issuer. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Fannie Mae Certificate and other funds pledged pursuant to the Indenture. 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, and to deliver to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, 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. 449/22024868 10/14/93 t 3 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 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. 4. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Amended and Restated Regulatory Agreement (the "Regulatory Agreement") dated as of November 1, 1993 by and among the Issuer, the Trustee and Tamarind Limited Partnership, a Minnesota limited partnership (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 November 1. 1993 by and between the Issuer, the Trustee 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 he deemed to he 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 Miller & Schroeder Financial, 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 deliveied 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 irle with the Issuer, which is hereby approved, with such necessary and appropriate variations. omissions and insertions as arc 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 Mayoi shall be conclusive evidence of such determination. } 4-19/2202486810/11/91 4 7. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 8. The Mayor, Manager, Clerk and Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, including the Non -Arbitrage Certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 9. The Mayor, Manager, Clerk and Issuer are hereby authorized to execute and deliver, on behalf of the Issuer, such instruments as may be necessary and appropriate to effect the transfer of the Fannie Mae Multifamily Note (the "Note"), the Fannie Mae Mortgage (the "Mortgage") and the Assignment of Leases and Rents (the "Assignment of Leases and Rents") to the Trustee in connection with the Trustee's purchase of the Fannie Mae Certificate pursuant to the Mortgage Purchase Agreement and Agreement As To Issuance of Pass -Through Certificate among Fannie Mac, the Trustee and the Owner, dated as of November 1, 1993, including without limitation an endorsement of the Note to the Trustee, and assignments of the Mortgage and Assignment of Leases and Rents to the Trustee. 10. The Issuer hereby consents to the distribution of the Preliminary Official Statement dated October 13, 1993, relating to the Bonds, 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; provided that the Mayor may consent to such variations, omissions and insertions as are not materially inconsistent with the form on file with the Issuer on the date hereof. 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. 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. 449/22024868 10/14/93 t 5 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. 11. 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 that they are issued pursuant to the Act, and such recital shall he conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof. and 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 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 attoincys. agents and employees arc 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 piovided 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 449/2202186810/13/91 6 in this resolution, such documents may be executed by a member of the City Council 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. 449/22024868 10/13/93 r 7 Adopted by the City Council of the Issuer this 18th day of October, 1993. 46, May 449/2202486810/13/9A p 8 r lo Reviewed for administration: 449/22024868 10/13/93 9 iee,„, 93 /6� �„p) Approved as to form and legality: P Cit Attorney