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HomeMy WebLinkAbout06-109 - ADMIN Resolution - City Council - 2006/07/10o RESOLUTION NO. 06-109 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, APPROVING AN AMENDED HOUSING PROGRAM, AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS REVENUE REFUNDING BONDS (ROITENBERG FAMILY ASSISTED LIVING RESIDENCE PROJECT), SERIES 2006; PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE BONDS 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 authorized to carry out the public purposes descnbed therein and contemplated thereby by issuing its revenue bonds or other obligations to make a loan to finance a multifamily housing development, including the financing of the costs of the acquisition and preparation of a site and the construction of a new multifamily housing development for rental pnmanly to elderly persons; and WHEREAS, a multifamily housing development may consist of a multifamily housing development and a new health care facility if (i) the multifamily housing development is designed and intended to be used for rental occupancy; (ii) the multifamily housing development is designed and intended to be used pnmanly by elderly or physically handicapped persons, and (iii) nursing, medical, personal care, and other health related assisted living services are available on a 24-hour basis in the development to the residents; and WHEREAS, in the issuance of its revenue bonds or obligations and in the making of a loan to finance a multifamily housing development the City may exercise, within its corporate limits, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended, and WHEREAS, under the Act, the City may also issue revenue bonds for the purpose of refunding any revenue bonds of the City previously issued under the Act, including the payment of any redemption premium and any interest to accrue to the redemption date, and WHEREAS, the City received an application for private activity revenue bond financing from Sholom Community Alliance, a Minnesota nonprofit corporation (the "Corporation"), with respect to a multifamily housing development to be known as the Roitenberg Family Assisted Living Residence and descnbed as follows: (i) a 76 -unit assisted living facility for occupancy by elderly persons compnsed of fifty-two units of conventional assisted living units and twenty-four special care units; (n) to be housed in a single four-story building of approximately 84,000 square feet; and (iii) to be located at 3610 Phillips Parkway in the City (the "Project"), and WHEREAS, the Corporation formed Sholom Community Alliance, LLC, a Delaware nonprofit limited liability company (the "Company"), to own the Project, and Resolution No. 109 -2- WHEREAS, the City prepared a housing program (the "Housing Program" or "Program") to authonze the issuance by the City of up to $19,000,000 in revenue bonds to finance the acquisition, construction, and equipping by the Company of the Project; and WHEREAS, the Housing Program was prepared and submitted to the Metropolitan Council for its review on Apnl 18, 2001; and WHEREAS, following the publication of a notice (the "Public Notice") of a public heanng (in which a general, functional descnption of the Project was provided, as well as the maximum aggregate face amount of the obligations to be issued with respect to the Project, the identity of the initial owner, operator, or manager of the Project, and the location of the Project by street address) in a newspaper circulating generally in the City at least fifteen (15) days before the regularly -scheduled meeting of the City Council of the City on May 7, 2001, the City Council conducted a public heanng at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in wntmg, on the Housing Program and the proposed issuance of the Bonds (as defined below), and the location and nature of the Project, and WHEREAS, the proceeds derived from the sale of revenue bonds to be issued to finance the Project (the "Senes 2001 Bonds") were loaned to the Company pursuant to the terms of a Loan Agreement, dated as of June 1, 2001 (the "Onginal Loan Agreement"), between the City and the Company; and WHEREAS, the loan under the terms of the Onginal Loan Agreement was secured by a Mortgage and Secunty Agreement, dated as of June 1, 2001 (the "Onginal Mortgage"), executed by the Company, as mortgagor, in favor of the City, as mortgagee; and WHEREAS, the Senes 2001 Bonds were issued under a Trust Indenture, dated as of June 1. 2001 (the "Original Indenture"), between the City and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), and the Series 2001 Bonds and the interest on the Senes 2001 Bonds. (1) were payable solely from the revenues pledged therefor; (ii) did not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) did not constitute nor give nse to a pecuniary liability of the City or a charge against its general credit or taxing powers; and (iv) did not constitute a charge, hen, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Project and the Onginal Loan Agreement, and WHEREAS, the loan repayments required to be made by the Company under the terms of the Onginal Loan Agreement were assigned to the Trustee under the terms of the Onginal Indenture and the City's nghts as mortgagee under the Onginal Mortgage were assigned to the Trustee under the terms of an Assignment of Mortgage and Security Agreement, dated as of June 1, 2001 (the "Assignment of Mortgage"), between the City and the Trustee, and WHEREAS, the Company has requested that the City. (i) issue its Revenue Refunding Bonds (Roitenberg Family Assisted Living Residence Project), Senes 2006 (the "Series 2006 Bonds"), in the ongral aggregate principal amount not to exceed $13,500,000, pursuant to the terms of the Act and a Trust Indenture, to be dated on or after August 1, 2006 (the "Indenture"), between the City and the Trustee, and (ii) loan the proceeds denved from the sale of the Senes 2006 Bonds to the Company pursuant to the terms of a Loan Agreement, dated as of August 1, 2006 (the "Loan Agreement"), between the City and the Company, and • • Resolution No. 109 -3- WHEREAS, the proceeds of the loan to the Company under the terms of the Loan Agreement are to be applied to the following purposes: (1) the redemption and prepayment of the Pnor Bonds; (») the payment of certain capital improvements to the Project, (111) to fund a debt service reserve fund for the Series 2006 Bonds, and (iv) to pay the costs of issuance and certain other costs associated with the issuance of the Senes 2006 Bonds; and WHEREAS, the City has prepared an Amended and Restated Housing Program (the Amended Housing Program") with respect to the issuance of the Series 2006 Bonds and the application of the proceeds of the Senes 2006 Bonds to the foregoing purposes; and WHEREAS, the loan repayments under the terms of the Loan Agreement will be secured by a Mortgage and Security Agreement, dated as of August 1, 2006 (the "Mortgage"), executed by the Company, as mortgagor, in favor of the Trustee, as mortgagee, and WHEREAS, pnor to the consideration of this resolution, the City Council conducted a public heanng at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in wnting, on the Amended Housing Program and the proposed issuance of the Series 2006 Bonds, and the location and nature of the Project; and WHEREAS, a notice of the public heanng (in which a general, functional description of the Project was provided, as well as the maximum aggregate face amount of the obligations to be issued with respect to the Project, the identity of the initial owner, operator, or manager of the Project, and the location of the Project by street address) was published in a newspaper circulating generally in the City at least fourteen (14) days before the regularly -scheduled meeting of the City Council of the City on July 10, 2006, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: 1 The Amended Housing Program is hereby adopted, ratified, and approved in all respects without amendment. The preparation of the Amended Housing Program and the submission of the Housing Program to the Metropolitan Council are hereby ratified, confirmed, and approved. 2. The City Manager is hereby authorized to do all other things and take all other actions as may be necessary or appropnate to carry out the Amended Housing Program in accordance with the Act and any other applicable laws and regulations 3. The City acknowledges, finds, determines, and declares that the issuance of the Series 2006 Bonds is authonzed by the Act and is consistent with the purposes of the Act and that the issuance of the Senes 2006 Bonds and the other actions of the City under the Indenture, the Loan Agreement, and this resolution constitute a public purpose and are in the best interests of the City 4. The City understands that the Borrower will pay directly or through the City any and all costs incurred by the City m connection with the Amended Housing Program, whether or not the Series 2006 Bonds are issued. . 5. In order to apply all or a portion of the proceeds of the Bonds to reimburse the Company for Project expenditures paid pnor to the date of issuance of the Senes 2006 Bonds, Treasury Regulations, Section 1.150-2 (the "Regulations"), require that the City adopt a statement of official intent to reimburse such onginal expenditures not later than sixty days after Resolution No 109 -4- payment of the original expenditures. The Regulations also generally require that the Series 2006 Bonds be issued and the reimbursement allocation made from the proceeds of the Senes 2006 Bonds occur within eighteen months after the later of (i) the date the expenditure is paid, or (ii) the date the Project is placed in service or abandoned, but in no event more than three years after the date the expenditure is paid. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the Series 2006 Bonds. The City expects to reimburse the Company for the expenditures made for costs of the Project from the proceeds of the Senes 2006 Bonds in an estimated maximum aggregate pnncipal amount not to exceed $100,000 after the date of payment of all or a portion of the costs of the Improvements. All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Series 2006 Bonds, or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Regulations and also qualifying expenditures under the Act. 6. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Senes 2006 Bonds in one or more series in the maximum aggregate pnncipal amount not to exceed $13,500,000 The Series 2006 Bonds shall bear interest at fixed rates established by the terms of the Indenture The Senes 2006 Bonds shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to matunty, shall be in such form, and shall have such other terms, details, and provisions as are prescnbed in the Indenture, in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2006 Bonds 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 All of the provisions of the Series 2006 Bonds, 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 2006 Bonds shall be substantially in the forms in the Indenture on file with the City, which forms are hereby approved, with such necessary and appropnate vanations, omissions, and insertions (including changes to the aggregate pnncipal amount of the Senes 2006 Bonds, the stated matunties of the Senes 2006 Bonds and the matunty dates, the interest rates on the Senes 2006 Bonds, the terms of redemption of the Senes 2006 Bonds, and vanation 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 Series 2006 Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Senes 2006 Bonds by the City shall be conclusive evidence of such determination. 7 The Senes 2006 Bonds shall be special limited obligations of the City payable solely from the revenues provided by the Company pursuant to the Loan Agreement, the Mortgage, and other funds pledged by the Company to the Trustee. The City Council of the City hereby authonzes and directs the Mayor and the City Manager to execute and deliver the Indenture, and to deliver to said Trustee the Indenture, and hereby authonzes and directs the execution of the Senes 2006 Bonds in accordance with the terms of the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, nghts, obligations, duties, and agreements of the owners of the Senes 2006 Bonds, the City and the Trustee as set forth therein All of the provisions of the Indenture, 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 Indenture shall be substantially in the form on file with the City, which is hereby approved, with Resolution No 109 -5- such necessary and appropnate variations, 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 8. The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement, between the City, Dougherty & Company LLC (the "Underwnter"), and the Company (the "Bond Purchase Agreement"). All of the provisions of the Loan Agreement, Mortgage, and 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, Mortgage, and Bond Purchase Agreement shall be substantially in the forms on file with the City which are hereby approved, 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 of the Loan Agreement and the Bond Purchase Agreement by the Mayor and the City Manager shall be conclusive evidence of such determination 9. The Bonds shall be revenue obligations of the City the proceeds of which shall be disbursed pursuant to the terms of the Indenture and the Loan Agreement, and the pnncipal, premium, and interest on the Bonds shall be payable solely from the proceeds of the Bonds, the revenues denved from the Loan Agreement, the revenues and assets pledged and assigned under the terms of the Mortgage, and the other sources set forth in the Indenture. 10. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Senes 2006 Bonds - _11. The Mayor and City Manager of the City are hereby authonzed to execute and deliver, on behalf of the City, such other documents as are necessary or appropnate in connection with the issuance, sale, and delivery of the Senes 2006 Bonds, including vanous certificates of the City, the Tax Exemption Agreement, the Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038, and all other documents and certificates as shall be necessary and appropnate in connection with the issuance, sale, and delivery of the Senes 2006 Bonds. The City hereby approves the execution and delivery by the Trustee of the Indenture and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2006 Bonds that require execution by the Trustee. The City hereby authonzes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinion with respect to the Bonds 12. The City has not participated in the preparation of the Preliminary Official Statement or the Official Statement relating to the offer and sale of the Senes 2006 Bonds (collectively, the "Official Statement"), and has made no independent investigation with respect to the information contained therein, 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 distnbution and the use by the Underwnter in connection with the sale of the Senes 2006 Bonds of the Official Statement. The Official Statement is the sole matenal consented to by the City for use in connection with the offer and sale of the Senes 2006 Bonds. The City hereby approves the Continuing Disclosure Agreement, dated as of August 1, 2006 (the "Continuing Disclosure Agreement"), between the Company and the Trustee, in the form now on file with the City,- and hereby authonzes the Trustee to execute and deliver the Continuing Disclosure Agreement Resolution No. 109 -6- The Senes 2006 Bonds are not rated but will be publicly offered in minimum denominations of $5,000 to individuals and other non -institutional investors The City Council elects to depart from its guidelines (as set forth in Part I11 - Miscellaneous Matters of its Procedure for Application to City of St Louis Park, Minnesota for Private Activity Revenue Bond Financing) with respect to the public offer and sale of non -rated bonds due to the level of merit and public purpose of the Project, the good standing of Sholom Community Alliance in the City, and the reputation and expenence of the Underwnter 13. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body, or agency thereof as may be required or authonzed 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 City, or any officer, agent, or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Senes 2006 Bonds shall be liable personally on the Senes 2006 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 Series 2006 Bonds or in any other document relating to the Series 2006 Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give nse to any pecuniary liability of the City or any charge upon its general credit or taxing powers In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues denved from the Loan Agreement which are to be applied to the payment of the Senes 2006 Bonds, as provided therein and in the Indenture. 14. 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 City or any holder of the Senes 2006 Bonds issued under the provisions of this resolution, any nght, remedy, or claim, legal or equitable, under and by reason of this resolution or any provisions 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 City and any holder from time to time of the Senes 2006 Bonds issued under the provisions of this resolution. 15. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 7 hereof, or of the aforementioned documents, or of the Senes 2006 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 Senes 2006 Bonds, but this resolution, the aforementioned documents, and the Senes 2006 Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein 16 The Senes 2006 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 Senes 2006 Bonds and the regulanty of the issuance thereof, and that all acts, conditions, Resolution No. 109 -7- and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Senes 2006 Bonds, and to the execution of the aforementioned documents to happen, exist and be performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 17 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 Senes 2006 Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Senes 2006 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, such documents may be executed and such actions may be taken by any member of the City Council or officer of the City delegated the duties of the Mayor of the city, with the same force and effect as if such documents were executed and delivered by the Mayor of the City, 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 officer or employee 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, which execution or acts shall be valid and binding on the City. 8 This resolution shall be in full force and effect from and after its passage. Revie e ' for Administration City !nage' Attest Adopted by the City Council July 10, 2006 City Clerk