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HomeMy WebLinkAbout95- 151 - ADMIN Resolution - City Council - 1995/11/061 1 F RESOLUTION NO. 95- 151 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF , ST. LOUIS PARK, MINNESOTA (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE ISSUER'S MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (PARK BOULEVARD TOWERS PROJECT) SERIES 1995 (THE "BONDS"), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES AND OTHER FUNDS PLEDGED PURSUANT TO THE INDENTURE.OF TRUST; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, AND A FINANCING AGREEMENT; APPROVING THE -FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDER OF SAID BONDS WHEREAS, the City of St. Louis Park, Minnesota (the "Issuer") is a home -rule charter city duly organized and existing under its home rule charter (its "Charter") and 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, pursuant to the Acts, the Issuer is authorized to issue bonds to refund bonds previously issued to defray in whole or in part the development costs of a multifamily housing rental development; and WHEREAS, pursuant to its Charter, the Issuer is authorized to issue bonds to provide funds for any public purpose not prohibited by law; 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 B0ND22099533 3857-383 11/6/95 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 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, and then reviewed the Program and application and determined it to be complete as of September 6, 1985. The Minnesota Housing Finance Agency 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 multifamily rental housing development that will provide decent, safe and sanitary housing for low and moderate income residents of the Issuer 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 Revenue Bonds (Park Boulevard Towers Project), Series 1985 (the "1985 Bonds") in the aggregate principal amount of $17,000,000; and (ii) the use of the 1985 Bond proceeds by the Issuer to provide for funding of a loan to Park Boulevard Housing Limited Partnership, a Minnesota limited partnership (the "Borrower"), to permanently finance construction of a multifamily rental housing development located in the City (the "Project"); and BOND/22099533 3857-383 2 11/6195 1 J 1 WHEREAS, the Issuer proposes to refinance the Project under its Charter and the Act by the issuance of its Multifamily Housing Revenue Refunding Bonds (Park Boulevard Towers Project) Series 1995 (the "Bonds") under this resolution; and WHEREAS, the Bonds will be issued under an Indenture of Trust, as hereinafter defined, and said Bonds and the interest on said Bonds shall be payable solely from the revenue and funds pledged pursuant to such Indenture of Trust 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 103(1) 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 Issuer 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 Issuer 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 Issuer 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 $15,910,000, the proceeds of which, together with other funds of the Borrower, shall be applied to redemption of the 1985 Bonds and the payment of costs related thereto. The Bonds may be issued in one or more series, including subordinated series. The Bonds shall bear interest at the rates, shall be numbered, shall be dated, shall mature, and be in such principal amount, shall be subject to redemption prior to maturity, and be in such form, and shall have such other details and provisions as are prescribed in the Indenture of Trust relating to the Bonds (the "Indenture"), between the City and First Trust NA, as trustee (the "Trustee"), in the form now on file with the City; provided, however, the principal amount of all series of the Bonds shall not exceed $15,910,000 and the interest rate or rates per annum on the Bonds (or the senior Bonds if subordinate Bonds are issued) shall not exceed a coupon rate of 8.0% per annum and the interest rate or rates per annum on subordinate Bonds, if any, shall not exceed a coupon rate of 13% per annum with an BOND/22099533 3857-383 3 11/6/95 aggregate average coupon interest rate for all series of Bonds not to exceed 8.5% per annum. 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues 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. 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 (including provisions to provide for two or more series of Bonds, including subordinate Bonds), or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. In the event that the Bonds are issued in more than one series requiring a separate indenture, the above mentioned officials are hereby authorized to execute such, separate indenture to be substantially of the Indenture on file with the issuer with such variations, omissions and insertions as permitted above. 4. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Financing Agreement (the "Financing Agreement") by and among the Issuer and the Borrower. 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 (including provisions to provide for two or more series of Bonds, including subordinate Bonds), or as the Mayor shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. In the event that the Bonds are issued in more than one series requiring a separate financing agreement, the above mentioned officials are hereby authorized to execute such, separate financing agreement to be substantially of the Financing Agreement on file with the issuer with such variations, omissions and insertions as permitted above. 5. The Mayor, Manager and Clerk are hereby authorized and directed to execute one or more bond purchase agreements 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 BOND/22099533 3857-383 4 11/6/95 r 1 1 1 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 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 sucji determination. 6. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 7. The Mayor, City Manager, Clerk and City 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, without limitatign, a mortgage servicing agreement, a regulatory agreement, an escrow agreement with respedt to the proceeds of the Bonds and a 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. 8. 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 persons'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. BOND22099533 3857-383 5 11/6/95 9. 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 beipg 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. 10. 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. 11. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Acts, and such recital shall be 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. 12. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer 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 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 8xecution 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 is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any Acting or Assistant Manager or Clerk, respectively, with the same force and effect as if such documents were executed and delivered by the Manager or Clerk. 13. This resolution shall be in full force and effect from and after its passage and without prior publication. Adopted by the City Council of the City this 6th day of November, 1995. BOND/22099533 3857-383 6 11/6/95 r 1 1 1 to kl-a-xi 1 Attest: Mayor ‘/4 City Clerk Reviewed for administration: BOND/22099533 3857-383 ,s•/51 Approved as to form and execution: Am4A4. Let, &e_e _ City Attorney 7 11/6195