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HomeMy WebLinkAbout02-109 - ADMIN Resolution - City Council - 2002/10/07RESOLUTION NO. 02-109 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF MULTIFAMILY HOUSING REVENUE NOTES, SUBORDINATE SERIES 2002 (AT THE PARK PROJECT), IN THE AGGREGATE AMOUNT OF $205,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A NOTE AGREEMENT, AND OTHER DOCUMENTS WHEREAS, the City of St. Lows 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 authorized to carry out the public purposes descnbed in the Act and contemplated thereby in the financing of housing within its boundanes, by issuing revenue obligations to defray, in whole or in part, the cost of the acquisition, construction, and equipping of multifamily rental housing developments, and by entenng into any agreements made in connection therewith and by'pledging any such agreements as secunty for the payment of the pnncipal of and interest on any such revenue obligations; and WHEREAS, West Suburban Housing Partners VII, Limited Partnership, a Minnesota limited partnership (the "Borrower"), has requested that the City issue its revenue notes under the Act, to be designated the Multifamily Housing Revenue Notes, Subordinate Senes 2002 (At The Park Project) (the "Series 2002 Notes"), in the aggregate pnncipal amount of $205,000, and loan the proceeds denved from the sale of the Senes 2002 Notes to the Borrower pursuant to the terms of a Note Agreement, to be date on or after October 1, 2002 (the "Note Agreement"), between the City and the Borrower; and WHEREAS, the loan proceeds derived by the Borrower from the Note Agreement are to be applied by the Borrower to the payment of a portion of the costs of the acquisition, construction, and equipping of an eighty-eight (88) unit multifamily rental housing development known as "At the Park" located at 315 — 22nd Street and 2211 Hartle Avenue in the City (the "Project"); and WHEREAS, an application for an allocation of the bonding authority of the State of Minnesota to the Project was made by the City pursuant to the requirements of Minnesota Statutes, Chapter 474A, as amended (the "Allocation Act"), and the Minnesota Department of Finance granted an allocation of bonding authority on January 8, 2002, pursuant to the Allocation Act authonzing the issuance of tax-exempt obligations to finance the Project in a principal amount not to exceed $6,965,000. WHEREAS, as a condition to the issuance of revenue obligations to finance a multifamily housing development, the City must adopt a housing program providing the information required by Section 462C.03, subdivision la, of the Act (the "Housing Program"), and under Section 462C.04, subdivision 2, of the Act, a public heanng must be held on the 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. 02-109 -2- WHEREAS, under Section 147(0 of the Internal Revenue Code of 1986, as amended (the "Code"), prior to the issuance of tax-exempt obligations to finance a "qualified residential rental project" (within the meaning of Sections 142(a)(6) and 142(d) of the Code), a public heanng duly noticed must be held by the City Council; and WHEREAS, after publication on February 13, 2002 in the Sun -Sailor, a newspaper circulating generally in the City, of a notice of public hearing, a public hearing was held on March 4, 2002, before the City Council of the City with respect to the Housing Program, such public hearing also satisfying the requirement for a public hearing under Section 147(0 of the Code, and following such public heanng Resolution No. 020-016 was adopted by the City Council of the City approving the Housing Program and granting preliminary approval to the issuance of the Notes; and WHEREAS, the City submitted the Housing Program to the Metropolitan Council for review and comment; and WHEREAS, on April 15, 2002, the City Council of the City held a second public heanng in response to a request by the Borrower to increase the principal amount of the revenue bonds to be issued to finance the Project; and WHEREAS, pursuant to the Act, on April 15, 2002, the City Council of the City adopted Resolution No 02-37 approving the issuance and sale of its Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2002A (At the Park Project) (the "Series 2002A Bonds"), in the original aggregate principal amount of $6,965,000, and its Taxable Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2002B (At the Park Project) (the Series "2002B Bonds"), in the original aggregate principal amount of $2,595,000, payable solely from the amounts pledged therefor under the Indenture of Trust, dated as of May 1, 2002 (the "Indenture"), between the Issuer and LaSalle Bank National Association, as trustee (the "Trustee"); and WHEREAS, the Indenture provided for the conversion of the taxable Series 2002B Bonds to tax-exempt Series 2002A Bonds if an allocation of bonding authority for the Series 2002B Bonds could be obtained from the State of Minnesota and upon satisfaction of certain conditions established in the Indenture; and WHEREAS, an application for an allocation of additional bonding authority of the State of Minnesota for the benefit of the Project was made pursuant to the 'requirements of the Allocation Act and the Minnesota Department of Finance granted an allocation on August 5, 2002, pursuant to the Allocation Act authorizing the issuance of tax-exempt obligations in a principal amount not to exceed $2,800,000; and WHEREAS, pursuant to the terms of the Indenture, on September 3, 2002, the taxable Series 2002B Bonds in the aggregate principal amount of $2,595,000 were converted to tax- exempt Series 2002A Bonds; and WHEREAS, a portion of the bonding authority granted by the State of Minnesota with respect to the Project, in the amount of $205,000, has not been utilized to date with respect to the Project; • • • • Resolution No. 02-109 -3- 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 and covenants of the Borrower, at least twenty percent of the dwelling units in the Project and no more than twenty-seven 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 fifty percent of the median family income Section 2. The City affirms 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 affirms the Housing Program. Section 3. For the purpose of financing a portion of the costs of the acquisition, construction, and equipping of the Project, the City hereby authorizes the issuance of its Senes 2002 Notes in the original aggregate principal amount of $205,000 The Senes 2002 Notes shall be issued in the form now on file with the City, with the amendments referenced herein. The City hereby authonzes the Senes 2002 Notes to be issued 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 Series 2002 Notes is subject to a final determination by the City Manager that the financing of the Project and the issuance of the Series 2002 Notes are in the best interest of the City. The execution of the Notes with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Notes by the City shall be conclusive evidence of such determination. All of the provisions of the Senes 2002 Notes, when executed 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 Senes 2002 Notes 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 matunty, shall be in such forms, and shall have such other details and provisions as are prescnbed in the form of the Series 2002 Note on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the stated matunties of the Notes, the interest rates on the Notes, the terms of redemption of the Notes, and variations from City policies regarding methods of offenng conduit bonds) as the Mayor and the City Manager (the "Mayor" and "City Manager"), in their discretion, shall determine The execution of the Notes with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Notes by the City shall be conclusive evidence of such determination. Resolution No. 02-109 -4- The principal of, premium, if any, and interest on the Notes shall be payable solely from the loan repayments to be made by the Borrower pursuant to the terms of the Note Agreement. The loan repayments of the Borrower to be denved from the Note Agreement are to be assigned to the holders of the Senes 2002 Notes pursuant to the terms of an Assignment of Note Agreement, to be dated on or after October 1, 2002 (the "Assignment"), between the City, the Borrower, and the holders of the Notes (the "Holders"). The Notes shall not constitute a debt of the City within the meaning of any constitutional, statutory, or Charter imitation nor give nse to a pecuniary liability of the City or a charge against its general credit, assets, or tax revenues, 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 Note Agreement. The Notes are not general or moral obligations of the City and are not secured by any taxing power of the City. Section 4. The Note Agreement and the Assignment are hereby approved. The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Note Agreement and the Assignment. All of the provisions of the Note Agreement and the Assignment, 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 Note Agreement and the Assignment 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. Section 5. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Notes, the Note Agreement, and the Assignment, 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 nghts, powers, and privileges conferred, and duties and liabilities imposed, upon the City by the provisions of this resolution or of the Notes, the Note Agreement, and the Assignment, 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 Notes, the Note Agreement, and the Assignment, 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 Notes shall be liable personally on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof. Section 6. Except as herein otherwise expressly provided, nothing in this resolution or in the Notes, the Note Agreement, or the Assignment, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the Borrower, and the Holders any nght, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Notes, the Note Agreement, or the Assignment, or any provision thereof; this resolution, the Notes, the Note Agreement, and the Assignment 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 Notes issued under the provisions of this resolution, • • • Resolution No. 02-109 -5- and the Borrower to the extent expressly provided in the Notes, the Note Agreement, and the Assignment. Section 7. In case any one or more of the provisions of this resolution, or of the Notes, the Note Agreement, or the Assignment 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 Notes, the Note Agreement, or the Assignment, but this resolution, the Notes, the Note Agreement, and the Assignment shall be construed as if such illegal or invalid provision had not been contained therein The terms and conditions set forth in the Notes, the Note Agreement, and the Assignment, the pledge of revenues denved from the Note Agreement, the provisions relating to the application of the proceeds derived from the sale of the Notes pursuant to and under this resolution and the Note Agreement, 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 Notes, the Note Agreement, and the Assignment, and the invalidity of any provision of the Notes, the Note Agreement, or the Assignment shall not affect the commitments, obligations, and agreements on the part of the City to apply said revenues, other money, and proceeds of the Notes for the purposes, in the manner, and according to the terms and conditions fixed in this resolution and the Note Agreement, 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 Note Agreement. Section 8. The Notes, 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 Notes 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 - Notes, and to the execution of the Note Agreement and the Assignment, 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 Notes, and precedent to the execution of the Note Agreement and the Assignment, and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 9. The City Council, officers of the City, and attorneys 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 and the Notes, the Note Agreement, the Assignment, and the other documents referred to therein for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Notes, the Note Agreement, the Assignment, and the other documents referred to above, and this resolution. Section 10. 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 Note Agreement and the Assignment, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Notes, the Note Agreement, or the Assignment, or the other documents referred to in this resolution, or to evidence compliance with applicable provisions of the Code; 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; (ii) a tax compliance agreement between the City and the Borrower; and (iii) an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038 (Rev. January 2002). The Mayor and the City Manager (m ResolutionNo. 02-109 F -6- are hereby designated and authonzed to take such other administrative action as is permitted or' required by the Note Agreement. The officers of the City, bond counsel, other attorneys, engineers, 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, the aforementioned documents, and the Notes for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Notes, 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 authorized 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 11. 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 Notes Section 12. The City has not participated in the preparation of any disclosure document relating to the offer and sale of the Notes (the "Disclosure Document"), and has made no independent investigation with respect to any information contained in any such Disclosure Document and the City assumes no responsibility for the sufficiency, accuracy, or completeness of any such information. Section 13. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of St. Louis Park, Minnesota, this 7th day of October, 2002. Reviewed for Administration: Ad• , - d by the City Council October 7, 2002 ATTEST: • •