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HomeMy WebLinkAbout18-174 - ADMIN Resolution - City Council - 2018/11/05Resolution No. 18-174 Amending loan documents executed in connection with the multifamily housing revenue obligations issued for the benefit of Via Affordable Living Limited Partnership And Via Apartments, LLC; and authorizing the execution and delivery of an amendment document in connection therewith BE IT RESOLVED by the City Council (the "City Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: Section 1. Recitals. 1.01. The City is a home rule charter city and political subdivision duly organized and existing under its charter and the Constitution and laws of the State of Minnesota. 1.02. On April 17, 2017, following a duly noticed public hearing, the City Council adopted Resolution No. 17-073 (the "Note Resolution"), which authorized the issuance of the City's Multifamily Housing Revenue Note (PLACE St. Louis Park Multifamily Housing Project), Series 2017 (the "Note"), in the original aggregate principal amount of $27,185,503, pursuant to Minnesota Statutes, Chapters 462C and 474A, as amended, for the benefit of Via Affordable Living Limited Partnership, a Minnesota limited partnership whose general partner is PLACE E -Generation One LLC, a Delaware limited liability nonprofit company registered to do business in Minnesota ("PLACE E -Generation One") and an affiliate of PLACE, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and Via Apartments, LLC, a Minnesota limited liability company whose sole member is PLACE E -Generation One (collectively, the "Borrower"). 1.03. The Note was issued to provide short-term financing for the acquisition, construction, and equipping by the Borrower of all or a portion of approximately 299 affordable and market -rate apartments (the "Project") to be constructed as part of a larger mixed-use, mixed -income, transit -oriented development on property located at 5725, 5925, and 5815 Highway 7, 3565 and 3575 Wooddale Avenue, 5814 and 5816 361h Street, 3520 Yosemite Avenue, and the western portion of 3548 Xenwood Avenue in the City. 1.04. The Note was issued on May 22, 2017 and was sold to Anchor Bank, N.A., a national banking association which later merged with Old National Bank (the "Note Purchaser"). The City loaned the proceeds of the Note to the Borrower pursuant to a Loan Agreement, dated as of May 1, 2017 (the "Loan Agreement"), between the City and the Borrower. The City assigned its interest in the Loan Agreement (except for certain unassigned rights set forth in the Loan Agreement) to the Note Purchaser pursuant to a Pledge Agreement, dated as of May 1, 2017 (the "Pledge Agreement"), between the City and the Note Purchaser. The City, the Borrower, and the Note Purchaser executed a Regulatory Agreement, dated May 22, 2017 (the "Regulatory Agreement"), to ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Internal Revenue Code of 1986, as amended, and to ensure compliance with certain restrictions imposed by the City. The Borrower and the Purchaser entered into a Disbursing Agreement, dated as of May 1, 2017 (the Resolution No. 18-174 2 "Disbursing Agreement"), with respect to the initial and subsequent advances of the proceeds of the Note 1.05. The Borrower intends to refund the Note with the proceeds of permanent obligations to be issued by the City on or before June 30, 2019. The Note is subject to extraordinary mandatory redemption or purchase in lieu of redemption on May 22, 2018, which date was extended by the Note Purchaser to November 22, 2018. 1.06. The Borrower has requested that the Note Purchaser extend the extraordinary mandatory redemption date, and the Note Purchaser has agreed to extend the extraordinary mandatory redemption date to June 30, 2019. 1.07. There has been presented before the City Council a form of Master Amendment Agreement (the "Master Amendment Agreement") proposed to be entered into between the City, the Borrower, and the Note Purchaser, which amends the Loan Agreement, the Pledge Agreement, the Disbursing Agreement, and the Regulatory Agreement. The purpose of the Master Amendment Agreement is to memorialize the extension of the extraordinary mandatory redemption date. There has also been presented before the City Council a form of Amended and Restated Note. Section 2. Amendments Approved. 2.01. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Master Amendment Agreement and the Amended and Restated Note. All of the provisions of the Master Amendment Agreement and the Amended and Restated Note, 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 Master Amendment Agreement and the Amended and Restated Note shall be substantially in the forms on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, and 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 determinations. 2.02. The City Council hereby affirms its findings in the Note Resolution. Resolution No. 18-174 Section 3. Effective Date. This resolution shall be in full force and effect from and after its approval. The approvals contained in the resolution are effective for one year after the date hereof. for Administration: Adopted by the City Council November 5, 2018 Thom JYKM#mening� City Manager Attest: