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HomeMy WebLinkAboutRES 88-037 AUTHORIZING THE SALE AND ISSUANCE OF $10,750,000 HOUSING DEVELOPMENT REVENUE BONDS (ST. ANTHONY LANEL PROJECT), SERIES 1988, OF THE CITY AND THE EXECUTION OF NECESSARY DOCUMENTS Meeting Sheet 101594 I III II VIII VIII VIII VIII VIII IIII III Boy: 21 Folder: RES 1988 Document CC MINUTES 09131988 • CERTIFICATION OF MINUTES RELATING TO $10 , 750 , 000 HOUSING DEVELOPMENT REVENUE BONDS, (ST. ANTHONY LANEL PROJECT) SERIES 1988 Issuer : City of St . Anthony, Minnesota Governing Body: " City Council Kind, date, time and place of meeting: A regular meeting, held on September 13 , 1988, at 8 : 00 o ' clock p.m. at the City Hall , St . Anthony, Minnesota . Members present : Sundland, Ranallo, Makowske, Marks, Enrooth Members absent : None Documents Attached: Minutes of said meeting (pages) : 1 through 7, including: RESOLUTION N0. 88-037 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $10 , 750 , 000 HOUSING • DEVELOPMENT REVENUE BONDS (ST . ANTHONY LANEL PROJECT) , SERIES 1988 , OF THE CiTY, AND THE EXECUTION OF NECESSARY DOCUMENTS I , the undersigned, being duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this RA`- 'da�xl,,of September, 1988 . _ City Clerk 1 . (SEAL rnr • Councilmember Ranallo introduced the following resolution and moved its adoption : RESOLUTION NO. 88-037 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $10 , 750 , 000 HOUSING DEVELOPMENT REVENUE BONDS (ST . ANTHONY LANEL PROJECT) , SERIES 1988 , OF THE CITY, AND THE EXECUTION OF NECESSARY DOCUMENTS BE IT RESOLVED by the City Council of the City of St . Anthony, Minnesota (the City) , as follows : Section 1 . Authorization and Recitals . 1 . 01 . General Authority. By the provisions of Minnesota Statutes , Chapter 462C, as amended (the "Act" ) , the City is authorized to plan, administer , issue and sell revenue bonds or obligations and to make or purchase loans to finance one or more multifamily housing developments within its corporate limits, which revenue bonds or obligations shall be payable • solely from the revenues of the development . This Council has approved a ,Housing Plan for the City (the "Housing Plan" ) , by a resolution adopted on July 9 , 1985, after a public hearing was held thereon. The Housing Plan has been reviewed and commented on by the Metropolitan Council pursuant to Minnesota Statutes , Section 462C. 01 and 462C. 04 , Subdivision ,l . This Council has approved a multifamily housing program under the Housing Plan (the "Program" ) , by a resolution adopted on November 26, 1985 . The program provided for the financing of a project under the Act consisting of the acquisition, construction and equipping of a multifamily housing project intended primarily for the elderly and related facilities to be located. in the City (the "Project" ) . The Program was submitted to the Minnesota Housing Finance Agency (the "MHFA" ) as required by Minnesota Statutes , Section 462C. 04 , Subdivision 2, and was not rejected by MHFA within 30 days after submission. To finance the Project the City, issued its Multifamily Housing Revenue Bonds (Arkand Limited Partnership III Housing Project) , (the "Prior Bonds" ) in the principal amount of $11,990 , 000 under the Act, and loaned the proceeds thereof to Arkand Limited Partnership III , a Minnesota limited partnership ( "Arkand III" ) . , The City is authorized under the Act to issue bonds to refund bonds previously issued under the Act . 1 . 02 . Substitution of Developer . Arkand III is a • partnership formed by Arkell Development Corporation, a • Minnesota corporation, which is a general partner of Arkand Partnership, a Minnesota general partnership ( "Arkand" ) . Arkand has entered into a Redevelopment Contract dated May 24 , 1983 , which was subsequently amended by certain amendments (the "Arkand Redevelopment Contract" ) , with the Housing and Redevelopment Authority of the City of St . Anthony, Minnesota (the "HRA" ) . In connection with the issuance of the Prior Bonds, Arkand assigned to Arkand III its rights to develop the Project under the Arkand Redevelopment Contract . Arkand is in default on its obligations under the Arkand Redevelopment Contract and the HRA has terminated all rights of Arkand under the Arkand Redevelopment Contract . As of the date hereof the Project has not been constructed. In connection with the default by Arkand under the Arkand Redevelopment Contract, the HRA was assigned all of Arkand III ' s rights , title and interest in the Prior Bonds . The HRA has entered into a Redevelopment Contract dated August 4 , 1988 (the "St . Anthony LaNel Redevelopment Contract" ) , with St . Anthony LaNel , a Minnesota general partnership (the "Partnership" ) providing for the development of the Project . In connection with the St . Anthony LaNel Redevelopment Contract, the HRA will cause to be assigned to the Partnership all right , title and interest to the Prior Bonds . 1 . 03 . Proposed Bonds . Representatives of the • Partnership have proposed that the City, acting under and pursuant to the Act, issue and sell its Housing Development Revenue Bonds (St . Anthony LaNel Project) , Series 1988, in the principal amount of $10, 750 , 000 (the "Bonds" ) to refund the Prior Bonds . Pursuant to the proposal , the proceeds of the Bonds will be loaned by the City to the Partnership and used together with proceeds of the Prior Bonds to pay and redeem the Prior Bonds as soon as possible after the issuance of the Bonds, and the Corporation will agree to make payments sufficient to pay the principal of , premium, if any, and interest on the Bonds when due. The City will grant a security interest in certain revenues and payments to be received by the City under the Loan Agreement (as hereinafter defined) to a Trustee (as hereinafter defined) . Upon the redemption of the Prior Bonds, proceeds of the Prior Bonds will be made available to the Partnership to finance the Project . 1 . 04 . Documentation. Forms of the following documents relating to the Bonds have been prepared and submitted to this Council and are hereby directed to be filed in the office of the City Clerk : (a) a Loan Agreement (the "Loan Agreement" ) , to be dated as of September 1 , 1988, proposed to be made and entered into between the City and the Partnership; • -2- • (b) an Indenture of Trust (the " Indenture" ) , to be dated as of September 1 , 1988, proposed to be made and entered into between the City and American National Bank and Trust Company, as trustee (the "Trustee" ) ; (c) an irrevocable letter of credit (the "Letter of Credit" ) , to be dated as of September 1 , 1988 , proposed to be issued by Norwest Bank Minnesota, National Association to the Trustee to secure the Bonds; (d) a Bond Purchase Agreement (the "Bond Purchase Agreement" ) , by and among the City, the Partnership and Norwest Investment Services, Inc . (the "Underwriter" ) ; and (e) a Preliminary Official Statement (the "Preliminary Official Statement" ) , dated September 2, 1988, relating to the Bonds , which was distributed to potential purchasers of the Bonds . Section 2 . Findings . It is hereby found, determined and declared that : (a) the financing of the Project, the authorization of the Bonds in the maximum aggregate principal amount of • $10 , 750, 000 the execution and delivery of the Loan Agreement and the Indenture and the performance of all covenants and agreements of the City contained in the Loan Agreement , the Bond Purchase Agreement , and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement , the Bond Purchase Agreement, the Indenture and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (b) the Program was submitted to the MHFA as provided in Minnesota Statutes, Section 462C. 04 , Subdivision 2 on November 29 , 1985 , and the MHFA did not reject the Program within 30 days after submission; (c) it is desirable that the Bonds in the amount of $10 , 750,000 issued by the City upon the terms set forth in the Indenture, under the provisions of which the City grants to the Trustee a security interest in certain revenues and payments to be received by the City under the Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Bonds; (d) the loan repayments contained in the Loan Agreement are fixed, and are required to be revised from • -3- • time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due; and the Loan Agreement .also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project , including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project- and payable during the term of the Loan Agreement; and (e) the execution and delivery of the Loan Agreement , the Bond Purchase Agreement and the Indenture will not conflict with, or constitute on the part of the City a breach of or a default under, any existing agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Bond Purchase Agreement and the Indenture, by reason of the existence of any facts contrary to this finding; • (f) no litigation is pending or, to the best knowledge of the members of this Council , threatened against- the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of the Bonds or the execution, delivery or validity of the Loan Agreement, the Bond Purchase Agreement and the Indenture, or questioning the appropriation of revenues to payment of the Bonds or the right of the City to loan the proceeds of the Bonds to the Partnership to refund the Prior Bonds and provide for the financing of the Project; (g) all acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Bond Purchase Agreement and the Indenture, the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement, the Bond Purchase Agreement and the Indenture; (h) the City is duly organized and existing under the Constitution and laws of the State of Minnesota and is authorized to issue the Bonds in accordance with the Act; • and -4- • ( i ) on September 13 , 1988 , this Council held a public hearing on the proposal to issue the Bonds . 3 . Approval of Documents . The forms of the Loan Agreement, the Bond Purchase Agreement , the Letter of Credit and the Indenture referred to in Section 1 . 04 are approved subject to such modifications as are deemed appropriate and approved by the City Attorney and the City Manager , which approval shall be conclusively evidenced by execution of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Bonds by the Mayor and the City Manager . Subject to Section 7 hereof, the Mayor and City Manager are directed to execute the Loan Agreement upon execution thereof by the Partnership, to execute the Bond Purchase Agreement upon execution thereof by the Partnership and the Underwriters , and to execute the Indenture upon execution thereof by the Trustee . Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and the City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. 4 . The Bonds ; Terms , Sale and Execution. - 4 . 01 . Authorization. Subject to Section 7 hereof, the City hereby authorizes the issuance of the Bonds in the aggregate principal amount of $10 , 750, 000 , in the form and upon the terms set forth in the Indenture and this resolution. The Bonds are hereby sold to the Underwriter at the price and upon the terms set forth in the Bond Purchase Agreement . 4 . 02 . Execution. The Mayor and the City Manager are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475 . 55, Subdivision 1 . 4 . 03 . Modifications, Absence of Officers . The approval hereby given to the various documents referred to above includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City Manager prior to the execution of the documents . The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the • approval of such documents in accordance with the terms -5- • hereof . In the absence or disability of the Mayor , any of the documents authorized by this resolution to be executed may be executed by the acting Mayor , and in the absence or disability of the City Manager by such officer of the City who, in the opinion of the City Attorney, may execute such documents . 4 . 04 . Official Statement. The use and distribution of the Preliminary Official Statement and a final official statement in substantially the same form as the Preliminary Official Statement is authorized and approved; provided, - however, that the City has made no investigation of any facts contained therein and makes no representations as to the accuracy or completeness of the Preliminary Official Statement and final Official Statement . Section 5 . Authentication of Proceedings . The Mayor , City Manager and City Clerk and other officers of the City are authorized and directed to furnish to the Underwriter and bond counsel certified copies of all proceedings and records of the City relating to the Bonds , and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officer ' s custody and control or as otherwise known to • them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 6 . Limitations of the City' s Obligations . Notwithstanding anything contained in the Bonds , the Loan Agreement, the Indenture, the Bond Purchase Agreement, or any other documents referred to in Section 1 . 04 , the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor charged upon any funds other than the revenues pledged to the payment thereof, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof, and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the payment thereof . The agreement of the City to perform the covenants and other provisions contained in this resolution or • the Bonds, the Loan Agreement, the Bond Purchase Agreement or -6- • the Indenture, and the other documents listed in Section 1 . 04 shall be subject at all times to the availability of the revenues furnished by the Partnership sufficient to pay all costs of such performance or the enforcement thereof , and the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. Section 7 . Conditions of City' s Approval . The approval of the City herein to the issuance of the Bonds is subject to the condition that all contingencies contained in the St . Anthony LaNel . Redevelopment Contract to the performance by the HRA of its obligations thereunder are satisfied or waived by the HRA prior to the issuance of the Bonds . Adopted: September 13 , 8 Mayor Attest : City Clerk • The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Makowske and, upon vote being taken thereon, the following voted in favor thereof : A11 and the following voted against the same: None whereupon said resolution was declared duly passed and adopted and was signed by the Mayor whose signature was attested by the City Clerk . -7-