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HomeMy WebLinkAbout02-037 - ADMIN Resolution - City Council - 2002/04/15RESOLUTION NO. 02-037 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS (WEST SUBURBAN HOUSING PARTNERS VII PROJECT), SERIES 2002A AND TAXABLE SERIES 2002B, IN THE AGGREGATE AMOUNT OF $9,765,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, AN INDENTURE OF TRUST, A REGULATORY AGREEMENT, AND OTHER DOCUMENTS WHEREAS, the City of St. Louis Park, Minnesota (the "City") is a home rule city and political subdivision duly organized and existing under 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, Chapter 462C, as amended (the "Act"), the City is authonzed to carry out the public purposes descnbed in the Act and contemplated thereby in the financing of housing within its boundanes, by issuing revenue bonds to defray, in whole or in part, the cost of the acquisition, construction, and equipping of multifamily rental housing developments, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the pnncipal of and interest on any such revenue bonds; and WHEREAS, West Suburban Housing Partners VII, Limited Partnership, a Minnesota limited partnership (the "Borrower"), has requested that the City issue its revenue bonds or obligations under the Act, in the aggregate pnncipal amount of $9,765,000, the proceeds of which are to be loaned by the City to the Borrower to be applied by the Borrower to the acquisition, construction, and equipping of an eighty-eight (88) unit multifamily rental housing development known as "At the Park" located near the intersection of 36th Street and Phillips Parkway in the City (the "Project"); and WHEREAS, at the request of the Borrower, on December 17, 2001, the City Council of the City adopted Resolution No. 01-150 approving the following actions: (i) granting preliminary authonzation to the issuance of revenue bonds to finance the Project; (ii) authonzing the establishment of a date for a public heanng with respect to the Project and the publication of a notice of public hearing as required by applicable law; and (iii) authonzing submission of an application to the Minnesota Department of Finance for an allocation of bonding authonty pursuant to Section 146 of the Internal Revenue Code of 1986, as amended (the "Code") and Minnesota Statutes, Chapter 474A, as amended (the "Allocation Act"); and WHEREAS, on January 8, 2002, the Minnesota Department of Finance allocated bonding authonty in the amount of $6,965,000 for the issuance of residential rental revenue bonds for the benefit of the Project and the Borrower, and WHEREAS, as a condition to the issuance of such revenue bonds or obligations under the Act, the City must adopt a housing program providing the information required by Section 462C.03, subdivision la, of the Act (the "Housing Program"), and WHEREAS, under Section 147(0 of the Code, pnor to the issuance of such revenue bonds or obligations, a public hearing duly noticed must be held by the City and under Section 462C.04, subdivision 2, of the Act, a public heanng must be held on each housing program after one publication of notice in a newspaper circulating generally in the City, at least fifteen days before the heanng; and Resolution No 02-037 -2- WHEREAS, on March 4, 2002, the City Council of the City held a public heanng regarding a Program for a Multifamily Housing Development, in the form on file with the City (the "Housing Program") and with respect to the issuance of revenue bonds to finance the Housing Program, pursuant to and in conformance with the Act and Section 147(0 of the Code, for which notice was duly published as required by the Act, and WHEREAS, on April 15, 2002, the City Council of the City held a second public hearing in response to a request by the Borrower to increase the pnncipal amount of the revenue bonds to be issued to finance the Project; and WHEREAS, forms of the following documents, including the exhibits referred to therein (hereinafter referred to collectively as the "Agreements"), have been submitted to the City: (i) an Indenture of Trust, dated as of May 1, 2002 (the "Indenture"), between the City and LaSalle Bank National Association, as trustee (the "Trustee"); (ii) a Loan Agreement, dated as of May 1, 2002 (the "Loan Agreement"), between the City and the Borrower; and (iii) a Regulatory Agreement, dated as of May 1, 2002 (the "Regulatory Agreement'), between the City, the Trustee, and the Borrower; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: Section 1. The City 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 for low and moderate income persons in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit. The City also hereby finds, determines, and declares that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of median family income as most recently estimated by the United States Department of Housing and Urban Development for Hennepin County, and that, based on representations of the Borrower, at least twenty percent, but no more than 27% of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of fifty percent of the median family income Section 2 The City further finds, determines, and declares that the purpose of the Housing Program is to issue revenue bonds the proceeds of which will be used to finance the acquisition, construction, and equipping of the Project for occupancy pnmanly by persons of low and moderate income, and the City hereby approves and adopts the Housing Program for all purposes under the Act. The City also hereby approves the Project and the financing thereof for purposes of Section 147(0 of the Code. Section 3. For the purpose of financing the Project, the City hereby authorizes the issuance of its Multifamily Housing Revenue Bonds (West Suburban Housing Partners VII Project), Series 2002A (the "Senes 2002A Bonds"), in the onginal aggregate pnncipal amount of $6,965,000, and its Multifamily Housing Revenue Bonds (West Suburban Housing Partners VII Project), Taxable Series 2002B (the "Senes 2002B Bonds"), in the original aggregate pnncipal amount of $2,800,000 (the Senes 2002A Bonds and the Series 2002B Bonds are hereinafter referred to collectively as the "Bonds"), in the forms now on file with the City, with the amendments referenced herein. The City hereby authonzes the Senes 2002A Bonds to be issued Resolution No. 02-037 -3- as "tax-exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. The issuance of the Bonds is subject to a final determination by the City Manager that zoning requirements have been met, site plan issues have been resolved, and the financing of the Project and the issuance of the Bonds are in the best interest of the City. All of the provisions of the Bonds, 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 Bonds shall bear interest at such rates, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption pnor to maturity, shall be in such forms, and shall have such other details and provisions as are prescribed by the Indenture on file with the City, which forms are hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds, the terms of redemption of the Bonds, and variations from City policies regarding methods of offering conduit bonds) as the Mayor and the City Manager (the "Mayor" and "City Manager"), in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. The principal of, premium, if any, and interest on the Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, statutory, or Charter imitation nor give rise to a pecuniary liability of the City or a charge against its general credit or assets and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Project. The Bonds are not general or moral obligations of the City and are not secured by any taxing power of the City. Section 4. The Indenture is hereby approved. 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 with such necessary and appropriate vanations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section 5. The Loan Agreement, the Regulatory Agreement, and the Bond Purchase Agreement, dated on or after the date of adoption of this resolution (the "Bond Purchase Agreement"), between the City, the Borrower and Dougherty & Company, LLC (the "Underwnter"), are hereby approved The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Loan Agreement, the Regulatory Agreement, and the Bond Purchase Agreement All of the provisions of the Loan Agreement, the Regulatory Agreement, and the Bond Purchase Agreement, when executed and delivered as authonzed 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 Loan Agreement, the Regulatory Agreement, and the Bond Purchase Agreement shall be substantially in the forms on file with the City with such omissions and insertions as do not matenally change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Resolution No 02-037 ;4 lit' 1 {' ., • -4- Section 6. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Bonds, the Agreements, the Bond Purchase Agreement, or other documents referred to therein shall be deemed to be the covenants, stipulations, obligations, representations, 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 rights, powers, and pnvileges conferred, and duties and liabilities imposed, upon the City by the provisions of this resolution or of the Bonds, the Agreements, the Bond Purchase Agreement, or other documents referred to therein 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 Bonds, the Agreements, the Bond Purchase Agreement, 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 members of the City Council 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 7. Except as herein otherwise expressly provided, nothing in this resolution or in the Bonds, the Agreements, or the Bond Purchase Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the Borrower, the holders of the Bonds, and the Trustee any nght, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Bonds, the Agreements, or the Bond Purchase Agreement, or any provision thereof; this resolution, the Bonds, the Agreements, and the Bond Purchase Agreement and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Borrower to the extent expressly provided in the Bonds, the Agreements, and the Bond Purchase Agreement. Section 8. In case any one or more of the provisions of this resolution, or of the Bonds, the Agreements, or the Bond Purchase Agreement 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 Bonds, the Agreements, or the Bond Purchase Agreement, but this resolution, the Bonds, the Agreements, and the Bond Purchase Agreement shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Bonds, the Agreements, and the Bond Purchase Agreement, the pledge of revenues denved from the Project, the pledge of collateral denved from the Project, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds denved from the sale of the 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 Bonds, the Agreements, and the Bond Purchase Agreement, and the invalidity of any provision of the Bonds, the Agreements, or the Bond Purchase Agreement 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 Indenture. Resolution No 02-037 -5- Section 9. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof. 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 Agreements, the Bond Purchase Agreement, and the other documents referred to therein to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Agreements, the Bond Purchase Agreement, and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 10 The City Council, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Bonds, the Agreements, the Bond Purchase Agreement, and the other documents referred to therein for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Agreements, the Bond Purchase Agreement, and the other documents referred to above, and this resolution. Section 11. The Mayor and the City Manager are authonzed and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Agreements, the Bond Purchase Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Agreements, the Bond Purchase Agreement, or the other documents referred to in this resolution, or to evidence compliance with applicable provisions of the Code, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Without limiting the generality of the foregoing, the certificates, agreements, and other documents may include. (i) a tax or arbitrage certificate of the City; (n) a tax compliance agreement between the City and the Borrower; and (iii) an Information Return for Tax -Exempt Pnvate Activity Bond Issues, Form 8038 (Rev January 2002). The Mayor and the City Manager are hereby designated and authonzed to take such other administrative action as is permitted or required by the Agreements. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authonzed 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 City is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council or any officer of the City delegated the duties of the Mayor shall be authonzed to act in his capacity and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. 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 by any member of the City Council or any officer of the City delegated the duties of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager of the City. Section 12. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinions with respect to the Bonds. Section 13 The City has not participated in the preparation of the Official Statement or other disclosure documents relating to the offer and sale of the Bonds (the "Official Statement"), and has made no independent investigation with respect to the information contained therein, Resolution No. 02-037 including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Official Statement, in the form on file with the City, and deems such Official Statement to be a "near final official statement" as of its date, as defined in Securities and Exchange Commission Rule 15c2-12. The Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. Section 14. The Indenture provides for the conversion of the Series 2002B Bonds to Series 2002A Bonds upon delivery to the City, the Trustee, and other parties an opinion of bond counsel to the effect that the conversion is authorized by the Indenture and under the Act, that the interest on the new Senes 2002A Bonds will be excludable from the gross income of the owners thereof for federal income tax purposes, and that such conversion will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the existing Senes 2002A Bonds. Such opinion can be delivered only if the Bonds to be converted receive an allocation of bonding authonty from the State of Minnesota under Section 146 of the Code and the Allocation Act. An application for such an allocation must be made pursuant to the requirements of the Allocation Act. The City Council hereby authorizes the submission of an application for allocation of tax-exempt bonding authonty in an amount not to exceed $2,800,000 pursuant to Section 146 of the Code and the Allocation Act in accordance with the requirements of the Allocation Act. The Mayor of the City, the City Manager, and Kennedy & Graven, Chartered, acting as bond counsel with respect to the Project and the Bonds, shall take all actions, in cooperation with the Borrower, as are necessary to submit an application for an allocation of bonding authonty pursuant to the Allocation Act to the Minnesota Department of Finance. Section 15. This resolution shall be in full force and effect from and after its passage. Reviewed for Administration: City Manager ATTEST: Adopt- he City Council April 15, 2002 Mayo