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HomeMy WebLinkAbout01-105 - ADMIN Resolution - City Council - 2001/09/24RESOLUTION NO. 01-105 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE ISSUANCE OF ITS VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (NEWPORT ON SEVEN APARTMENTS PROJECT), SERIES 2001, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,120,000, WHICH BONDS AND THE INTEREST AND PREMIUM THEREON, IF ANY, SHALL BE PAYABLE SOLELY FROM THE REVENUES OF THE PROJECT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE, A FINANCING AGREEMENT, AN AMENDED AND RESTATED REGULATORY AGREEMENT, AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS. WHEREAS, the City of St. Louis Park, Minnesota (the "City"), 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, Chaptei 462C, as amended (the "Act"), the City is authonzed to cany out the public purposes described therein and contemplated thereby in the financing of housing within its boundaries, by issuing revenue bonds to defray, in whole or in part, the development costs of a iental housing development, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds, and by issuing bonds for the purpose of refunding any outstanding bonds issued by the City pursuant to the Act, and WHEREAS, by Resolution No 6386, dated October 2, 1979, the City Council of the City adopted a Housing Plan and Program (the "Plan") for the City in accordance with the then applicable requirements of the Act, and WHEREAS, by Resolution No 84-212, adopted December 17, 1984, following a public hearing for which notice was published m a newspaper of general circulation in the City at least fifteen days prior to the date of the hearing, the City Council of the City approved an amendment to the Plan relating to the issuance of revenue bonds of the City to finance a multifamily housing development to be located at Highway 7 and Pennsylvania in the City (the "Project"); and WHEREAS, on April 9, 1986, an amended housing program (the "Program") relating to the Proycct was submitted to the Metropolitan Council and by Resolution No. 86-55, adopted on May 5. 1986, the City Council of the City approved the Program following a public hearing for which notice was published in a newspaper of general circulation in the City at least fifteen days prior to the date of the hearing, and Resolution No 01-105 -2- WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency (the "MHFA") on June 2, 1986, and the City was advised by letter dated July 3, 1986, that the application with respect to the Program was reviewed by the MHFA and found to be complete as of June 2, 1986, and that the MHFA had not rejected the Program within the thirty -day period following June 2, 1986; and WHEREAS, by Resolution No 86-138, adopted by the City Council of the City on August 18, 1986, the City Council authorized the issuance of its Multifamily Mortgage Revenue Bonds (Walker Place Apartments Project), Senes 1986 (the "Senes 1986 Bonds"), in the onginal aggregate principal amount of $10,124,832, and the application of the proceeds of the Senes 1986 Bonds to the acquisition, construction, and equipping of the Project, a 165 -unit residential rental housing development; and WHEREAS, pursuant to the Act, the City issued the Series 1986 Bonds pursuant to Resolution No. 86-138 and a Bond Resolution, dated as of August 1, 1986, and loaned the proceeds denved from the sale of the Senes 1986 Bonds to St. Louis Park Housing Partners, A Limited Partnership, a Minnesota limited partnership (the "Borrower"), pursuant to the terms of a Loan Agreement, dated as of August 1, 1986, to finance the Project; and WHEREAS, on July 16, 2001, the City held a public heanng (after publication of notice of such hearing in a newspaper of general circulation in the City at least fifteen days before the hearing) regarding the proposed issuance of revenue bonds to refund the outstanding Senes 1986 Bonds of the City and adopted a resolution granting preliminary authorization for the issuance of the such revenue refunding boads, and WHEREAS, to provide for the refinancing of the Project, the Borrower has proposed that the City: (ii) issue its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Newport on Seven Apartments Partners Project), Senes 2001 (the "Senes 2001 Bonds"), in the original aggregate principal amount of $10,120,000, pursuant to the terms of a Trust Indenture, dated as of September 1, 2001 (the "Indenture"), between the City and U.S. Bank Trust National Association, as trustee (the "Trustee"); (ii) apply the proceeds denved from the sale of the Senes 2001 Bonds to fund a mortgage loan to the Borrower pursuant to the terms of a Financing Agreement, dated as of September 1, 2001 (the "Financing Agreement"); and (iii) in conjunction with the issuance of the Series 2001 Bonds, provide for the redemption and prepayment of the Series 1986 Bonds; and WHEREAS, the Senes 2001 Bonds are proposed to be secured by a Direct Pay Irrevocable Transferable Credit Enhancement Instrument, to be dated as of the date of issuance of the Series 2001 Bonds (the "Credit Facility"), to be issued by Fannie Mae, a corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.0 Sections 1716 et seq. ("Fannie Mae"), pursuant to the terms of a Reimbursement Agreement, to be dated as of September 1, 2001 (the "Reimbursement Agreement"), between Fannie Mae and the Borrower, and the obligations of the Borrower to reimburse Fannie Mae for any payments made by Fannie Mae under the Credit Facility are to be secured by the Reimbursement Agreement; and Resolution No 01-105 -3- WHEREAS, the obligations of the Borrower under the Financing Agreement are to be secured by a Multifamily Note, to be dated as of February 1, 2001 (the "Mortgage Note"), executed by the Borrower in favor of the City (and assigned by the City to the Trustee pursuant to the Indenture for the benefit of the owners of the Series 2001 Bonds), and a Multifamily Mortgage, Assignment of Rents, Secunty Agreement and Fixture Financing Statement, to be dated as of September 1, 2001 (the "Mortgage"), executed by the Bon -ower in favor of the City, and assigned by the City to the Tiustee and Fannie Mae pursuant to the terms of an Assignment and Intercreditor Agreement, to be dated as of Septeinber 1, 2001 (the "Assignment"), among the City, the Trustee, Fannie Mae, and the Borrower for the benefit of the owners of the Series 2001 Bonds, and WHEREAS, neither the City nor the State of Minnesota nor any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged under the terms of the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of the City or the State of Minnesota or any political subdivision thereof (other than the City and then only to the extent of the trust estate pledged under the terms of the Indenture), and in any event shall not give nse to a charge against the credit or taxing power of the City, Ramsey or Washington Counties (the "Counties"), the State of Minnesota, or any political subdivision thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA THAT. Section 1. The City 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 preset vation of an adequate housing stock which is affordable to persons and families of low or moderate income and that accomplishing this is a public purpose The City also hereby finds, determines, and declares that the Project has been designed to be affordable by persons and families of low and moderate incomes and that at least twenty percent of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of eighty percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis/St. Paul Metropolitan Statistical Area. Section 2. The City Council of the City further finds, determines, and declares that the purpose of the Program is to finance the Project. At the request of the Borrower, to accomplish the purposes of the Program, the City proposes to issue the Senes 2001 Bonds and use the proceeds to make a mortgage loan to the Borrower in order to finance the redemption and prepayment of the Series 1986 Bonds. The Program and the proposed actions of the City will provide for the long-term financing of the Project which will ensure the provision of rental housing in the City of St. Louis Park for occupancy primarily by persons of low and moderate income. Section 3 For the purpose of financing the Project there is hereby authorized the issuance of the Series 2001 Bonds. The Series 2001 Bonds shall bear interest at such rates, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the Series 2001 Indenture. Resolution No 01-105 -4- Section 4 The Bonds shall be special obligations of the City payable solely from the revenues of the Project, in the manner provided in the Series 2001 Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the City, the County of Hennepin, the State of Minnesota, or any political subdivision thereof. The City hereby authorizes and directs the Mayor of thc City (the "Mayor") and the City Manager of the City (the "City Manager") to execute the Indenture, 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 terms and conditions, covenants, rights, obligations, duties, and agreements of the bondholders, the City, and the Trustee as set forth therein The Mayor is hereby authorized to approve changes to the matunty schedules, optional and mandatory redemption terms, mandatory sinking fund payment schedules, and other terms and provisions of the Bonds set forth in the Indenture; provided that the matunty date for any Bond shall not be later- than the latest date set forth in the form of the Indenture 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 City on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor pursuant to this section, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent -with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 5 The Mayor and the City Manager are hereby designated as the representatives of the -City with respect to the issuance of the Series 2001 Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement"), between U.S. Bancorp Piper Jaffray Inc (the "Underwriter"), the City, and the Borrower. 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 City on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor pursuant to Section 4 hereof, and with such necessary and appropriate vanations, omissions, and insertions as are not matenally inconsistent with such form as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 6. The Mayor and the City Manager are hereby authorized and directed to execute the Financing Agreement with the Borrower, and when executed and delivered as authorized herein, the Financing Agreement 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 thc date of execution and delivery thereof. The Financing Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine, provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Resolution No 01-105 -5- Section 7. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Amended and Restated Regulatory Agreement, dated as of September 1, 2001 (the '`Regulatory Agreement"), with the Borrower and the 'Trustee and, when executed and deliveied as authorized herein, the Regulatory Agreement 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 City on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine, provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. The Mayor and the City Manager are hereby authorized and directed to accept, execute, and deliver the Assignment, a Uniform Commercial Code financing statement (with respect to the assignment of its interests m the Financing Agreement, other than the Reserved Rights (as defined in the Indenture) to the Trustee for the benefit of the owners of the Series 2001 Bonds), and all other instruments and documents necessary to accomplish the purposes for which the Senes 2001 Bonds are to be issued and the Indenture, the Financing Agreement, the Regulatory Agreement, and the Bond Purchase Agreement are to be executed and delivered. Section 9. The City hereby consents to the preparation and distnbution of an Official Statement with respect to the offer and sale of the Series 2001 Bonds as requested by the Underwriter and the Borrower, provided that it is understood that the City has not been requested to participate in the preparation of or to review the Official Statement and has not done so. The City has made no independent investigation of the facts and statements set forth in the Official Statement, accordingly, the City assumes no responsibility with respect thereto including, without limitation, as to matters relating to the accuracy, fairness, completeness or sufficiency of the Official Statement, except any information specifically relating to the City under the heading "THE ISSUER" and "NO LITIGATION—The Issuer" Section 10. The Mayor, the City Manager, and other officers of the City are authorized upon request to furnish certified copies of all proceedings and records of the City relating to the Series 2001 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Senes 2001 Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained herein. Such officers, employees, and agents of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may he requested by bond counsel, the Underwriter, the Trustee, Fannie Mae, or other persons or entities in conjunction with the issuance of the Senes 2001 Bonds and the expenditure of the proceeds of the Series 2001 Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver_ a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds denved from the sale of the Series 2001 Bonds, an order to the Trustee, a general certificate of the City, and an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038 (Rev December 2000). Resolution No 01-105 -6- Section 11. The City hereby approves the Reimbursement Agreement, the Mortgage Note, and the Mortgage and hereby authonzcs the assignment of the Mortgage Note and Mortgage to the Trustee pursuant to the terms of the Indenture for the benefit of the owners of the Bonds. Section 12 All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all nghts, powers, and privileges conferred, and duties and liabilities imposed, upon the City by the provisions of this resolution or of the Senes 2001 Indenture or other documents referred to above shall be exercised or performed by the City, or by such officers, board, body, or agency as may be required or authonzed by law to exercise such powers and to perform such duties No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the City in that person's individual capacity, and neither the City Council members of the City 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. Section 13. Except as herein otherwise expressly provided, nothing in this resolution or in the Series 2001 Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, and the Trustee, as fiduciary for owners of the Bonds, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof; this resolution, the Indenture and -all of their provisions being intended to be, and being for the sole and exclusive benefit of the City and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Borrower to the extent expressly provided in the Indenture. Section 14. In case any one or more of the provisions of this resolution or of the Indenture or of the Series 2001 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 Indenture or of the Senes 2001 Bonds, but this resolution, the Indenture, and the Senes 2001 Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the pledge of revenues derived from the Project referred to in the Indenture, the pledge of collateral denved from the Project referred to in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Series 2001 Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other money are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other money, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate and apart from the Indcntuic. Resolution No. 01-105 -7- Section 15. 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 Senes 2001 Bonds, and to the execution of the Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series 2001 Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 16. The City Council members of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2001 Bonds, the Indenture, and the other documents referred to above, and this resolution. Section 17. The Mayor and the City Manager are hereby designated and authorized to take such administrative actions as are permitted or required in connection with the issuance of the Senes 2001 Bonds by the Indenture, the Financing Agreement, the Regulatory Agreement and the Bond Purchase Agreement. Section 18. The Mayor and the City Manager of the City are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the indenture, the Financing Agreement, the Bond Purchase Agreement, the Regulatory Agreement or any other agreements, certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this resolution, or to evidence compliance with Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as applicable to the Series 1986 Bonds; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Section 19 If for any reason the Mayor of the City is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the City, or any officer of the City duly delegated to act on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if such documents were executed by the Mayor If for any reason the City Manager of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any member of the City Council, the Assistant City Manager, or any officer of the City duly delegated to act on behalf of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. Section 21. This resolution shall be in lull force and effect tiom and alter its passage. (The remainder of this page is intentionally left blank.) Resolution No. 01-105 -8- PASSED AND APPROVED this September 24, 2001. Reviewed for Administration. THE CITY OF ST. LOUIS PARK, MINNESOTA Adopted by the City Council September 24, 2001 Attest: C y - - - - Cler— r— k Mayo