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HomeMy WebLinkAbout85-226 - ADMIN Resolution - City Council - 1985/12/16r '16 RESOLUTION' NO. 85=226 A RESOLUTION OF THE CITY -COUNCIL OF THE CITY; OF -ST. LOUIS PARK; MINNESOTA' (THE "ISSUER") AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE $1,1,600,000 VARIABLE RATE 'DEMAND MULTIFAMILY HOUSING REVENUE BONDS - (PARK GLENN APARTMENTS, PROJECT)_ SERIES 1985, (THE "BONDS"), WHICH BONDS AND."THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED- FROM ERIVED-FROM THE LOAN AGREEMENT AND : OTHER REVENUES PLEDGED PURSUANT.,, TO,, THE ,,INDENTURE; APPROVING = THE FORM -OF ANDS AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A BOND PURCHASE }CONTRACT, A REGULATORY AGREEMENT, A REMARKETING AGREEMENT, AND, A-" LOAN --AGREEMENT;,* APPROVING ' THE FORM ;OF A DECLARATION OF RESTRICTIVE COVENANTS; TENDER AGENT AGREEMENT,, REIMBURSEMENT' , AGREEMENT, COMBINATION' _•,, MORTGAGE,, SECURITY AGREEMENT AND FIXTUR_ E FINANCING' STATEMENT; ­ DISBURSING , _AGREEMENT, INVESTMENT AGREEMENT AND PRELIMINARY AND FINAL OFFICIAL STATEMENT; APPROVING THE, - FORM OF AND AUTHORIZING THE EXECUTION AND, DELIVERY OF THE BONDS; AND PROVIDING FOR . THE SECURITIES, RIGHTS AND REMEDIES OF THE' HOLDER'OF SAID BONDS WHEREAS, the City of St. Louis Park; Minnesota (the "Issuer") is a home - rule charter city duly organized and existing ,under the'Constitution and laws of the State, of Minnesota; and WHEREAS, 'pursuant 'to the Constitution" and laws of the State of Minnesota, particularly Minnesota Statutes, Chapters 462A and 462C, as amended (the "Acts"), the Issuer is authorized to - carry out the, public purposes described therein and' contemplated thereby by issuing its revenue bonds to defray, in� whole or in part, the development " costs of a multifamily rental - housing -development, and , by: , entering into any 'agreements made in connection therewith and pledging them. as security for the payment of the principal of and interest on any such revenue bonds (the."Program"} and WHEREAS,; to provide a means of -financing the cost of a rental housing development that' will provide decent, safe and sanitary housing for_ low, and moderate income 'residents of the City of St: Louis Park (the ,"City") at rents they can.. afford, and further (1) to, provide for and promote the public health; safety, morals and welfare; (2) to provide for efficient and well-planned urban growth and, development, including the elimination and prevention of potential urban blight, and the proper coordination of industrial facilities with the public services,, mass transportation and multifamily housing developments;. and (3) to assist persons of low. and moderate" income in obtaining safe and sanitary housing at rents which they can afford, which constitute valid public purposes for the issuance of revenue bonds under .the Acts, the Issuer has developed k program, with respect to (i) the issuance by the issuer of its Variable Rate Demand Multifamily Housing Revenue Bonds (Park Glenn Apartments Project) (the "Bonds") in the aggregate principal amount not to exceed $119600,000 and (ii) the use of the Bond proceeds by the issuer to provide for funding of a loan (the "Mortgage Loan") to Frantz Klodt & Son, Inc. a Minnesota Corporation (the "Developer"), pursuant to a Loan Agreement dated as of the date hereof between the Issuer and the Developer (the Loan Agreement") to finance construction of a multifamily rental housing development (the "Project"); and WHEREAS, the Issuer has developed a Housing Plan by Resolution No. 6386 dated October 2, 1979, pursuant to and in conformity with the Acts (the "Housing Plan"), after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least thirty (30) days before the date of the hearing, as required by the Acts; and WHEREAS, the Issuer by the passage of Resolution No. 7086 dated March 15, 1982 amended its Housing Plan to include a multifamily rental housing bond program; and WHEREAS, the Housing Plan, as amended, was submitted on April 8, 1982 to the Metropolitan Council, which reviewed the Housing Plein and forwarded its comments to the Issuer on April 13, 1982, which comments were reviewed and discussed by the Issuer; and WHEREAS, the Issuer by passage of Resolution No 85-127 on September 31 1985, adopted a program amendment to the housing plan a program (the "Program") pursuant to and in conformity with the Acts after public hearing thereon and after one publication of notice in a newspaper circulating generally in the City at least fifteen (15) days before the date of the hearing, as required by the Act; and WHEREAS, on or prior to the date of publication of such notice the Program was submitted to the Metropolitan Council, and the Metropolitan Council presented its favorable comments to the Issuer by letter dated August 279 1985; and no material changes or changes inconsistent with the Metropolitan Council comments have been made to the Program; and WHEREAS, the Program was submitted to the Minnesota Housing Finance Agency on November 159 1985, and then reviewed the Program, and application and determined it to be complete as of November 15, 1985. The Minnesota Housing Finance Agency did not reject the Program within the 30 -day period provided by the Act; and WHEREAS, the Issuer proposes to finance the undertaking of said Project under the Act by the issuance of the Bonds of the Issuer under this resolution as hereinafter defined; and WHEREAS, the Bonds will be issued under anureof and a standby nto s hereinafter defined, and will be secured by the Loan Agreement Letter of Credit issued by Citibank, N.A. and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture of from Trustv and said revenue Bonds and the interest on said Bonds shall be pay Y pledged therefor and the Bonds shall not constitute a debt of the Issuer within the 2 .1p meaning of any constitutional or statutory limitation nor shall constitute nor dive rise, to a pecuniary liability of the Issuer or,a, charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, -legal or equitable, upon any property of the Issuer other than the issuer's, interest in' said Project; and WHEREAS,, in order to comply with the requirements' of Section..103(1) of the Internal Revenue Code of 1954, as amended, the City Council has previously held a public hearing, after publication of notice thereof' in a newspaper of general circulation in the City at least fourteen°(14) days before the hearing; -and- _ "NOW, THEREFORE, BE IT RESOLVED. BY- THE CITY COUNCIL OF THE CITY ,OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWSo 11. The' Issuer 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' in the City are either unable to afford 'mortgage credit at present market rates ,of interest or are unable to obtain s mortgage credit because _ the mortgage ,.credit • market, is severely restricted. 1., For, the purpose of financing 'the, acquisition; -constructionand installation of, the Project; there 'is hereby authorized the issuance, sale and delivery of the Bonds in a principal amount not to exceed $11,600,000. The Bonds shallbear interest at the rates, shall be numbered, shall be dated, shall mature, shall be in such principal amount, shall be subject to redemption prior' to maturity;, shall, be in such form, and shall have such other' details and' provisions as are prescribed in the Indenture of Trust, 'dated as of December 1,1985 (the "Indenture"), between the Issuer and Norwest'Bank, N.A., in Minneapolis, ;Minnesota as.trustee (the "Trustee"), in the form now on file with the Issuer. 3. The, Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the Loan Agreement, Letter of Credit and other funds pledged pursuant to the Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor, the City Manager and - the City ' Clerk of the Issuer (the "Mayor", the "Manager" and the "Clerk", respectively) to execute and deliver the Indenture, by and between the Issuer and the Trustee, and to deliver;, to said Trustee the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of ,the bondholders, the Issuer and the Trustee as set forth therein: All of the provisions of the Indenture, when executed as authorized herein, shall"be deemed: to be a part of this resolution as -fully and to the same extent,,as if incorporated verbatim herein and shall be in full force and effect from the date; of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor -shall be conclusive evidence of such determination. 4. The Mayor, Manager and Clerk are hereby authorized and directed to execute and deliver the Loan Agreement (the "Loan Agreement") by and between the Issuer and Frantz Klodt & Son, Inc., a Minnesota corporation (the "Developer") the Regulatory Agreement, by and among the Issuer, the. Trustee, and the Developer (the "Regulatory Agreement"), and the Remarketing Agreement executed by the Issuer, the Trustee, Citibank, N.A., and the Developer (the "Remarketing Agreement"). All of the provisions of the Loan Agreement, the Regulatory Agreement, and the Remarketing 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 Loan Agreement, the Remarketing Agreement and the Regulatory Agreement shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 5. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Disbursing Agreement which is required to be executed prior to the Disbursement Date (as defined in the Indenture) by the Developer, the Trustee, and a disbursing agent (the "Disbursing Agreement"), and the principal, premium and interest on which shall be payable solely from the proceeds of the Bonds and the Loan Agreement and, shall also be secured by a Combination Mortgage, Security Agreement and Fixture Financing Statement from the Developer to the Trustee (the "Mortgage"). The Letter of Credit will be issued pursuant to the terms of a Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement") between the Developer and Citibank, N.A. pursuant to the Regulatory Agreement, the Developer is required to execute and record a Declaration of Destructive Covenants. 6. The forms of the Declaration of Restrictive Covenants, the Disbursing Agreement, the Mortgage, and the Reimbursement Agreement, are hereby approved in substantially the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor, in his discretion shall determine and the execution thereof by the Mayor shall be conclusive evidence of such determination. The Issuer further authorizes and approves the execution by the Trustee of a Tender Agent Agreement with Norwest Trust in New York, pursuant to which such company will act as tender agent and co -authenticating agent for the Bonds, and to enter into such Investment Agreements or make such investments as are directed by the Developer and permitted pursuant to the Indenture. 7. The Mayor, Manager and Clerk are hereby authorized and directed to execute the Purchase Contract relating to the Bonds (the "Bond Purchase Agreement"). All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to 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 form on file with the Issuer, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as are not materially inconsistent with the form on file with the Issuer or as the Mayor, in his discretion, shall determine and execution thereof by the Mayor shall be conclusive evidence of such determination. 4 8- The Trustee is hereby appointed -as, Paying Agent and Bond Registrar for,the Bonds. - 9. The Mayor, City Manager ,and`Clerk the Issuer are hereby `authorized. to execute and deliver, on behalf of the Issuer, „such other• documents as are, necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including the No -Arbitrage Certificate, and all,, other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the, Bonds. 10. 4 The Issuer hereby consents to the distribution of the Preliminary Official Statement, dated December, 18, 1985, relating to the Bonds, in the form on file with the Issuer. The Issuer hereby consents to the use by the Underwriters in'connection with the sale of the Bonds of a final Official Statement, substantially in' the form of the Preliminary Official Statement described above; provided that the 'Mayor may consent, to such variations, omissions and insertions as are not materially inconsistent with the form, on file with the Issuer on the date hereof. The - Preliminary Official Statement and the Official -Statement are the, sole materials consented to by the City'for use in connection with'the offer, and sale of the Bonds. 11. All covenants; stipulations, obligations ' and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to , • be the covenants, stipulations, obligations and agreements of the Issuer to the full extent, authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to,perform such duties.'. No covenant, stipulation, obligation or ` agreement herein_ contained or contained in the aforementioned documents shall be deemed to be a' covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer, nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the .,aforementioned documents, the Bonds or in any other document related to, the Bonds, and _no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give" rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants„ and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied, to the payment of the Bonds, as provided therein and in the Indenture. 12. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any holder from time to time of the Bonds, issued under the provisions of this resolution . 13. In case any one or more of the provisions of this resolution, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 14. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Acts, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 44 15. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the Manager or Clerk of the Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by a member of the City Council or the Assistant City Clerk, respectively, with the same force and effect as if such documents were executed and delivered by the Manager or Clerk of the Issuer. 16. This resolution shall be in full force and effect from and after its passage. 6 v Adopted. by the City Council;of ,the'Issuer this 16th day of December, 1985. Attest: -W Mayor Cit Cl rk Reviewed for administration: Approved as to.form and legality: City Manager City Attorney go