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HomeMy WebLinkAboutCity Council Resolution 2006-507Extract of Minutes of Meeting of the City Council of the City of Plymouth, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Plymouth, Minnesota was duly held at the City Hall on Tuesday, the 12th day of December, 2006, at 7:00 o'clock p.m. The following Council members were present: Mayor Johnson, Councilmembers Willis, Hewitt, Slavik, Bildsoe, Stein, and Black and the following were absent: None. The Mayor announced that this was the time and place for a public hearing on a proposal by Hammer Residences, Inc., a Minnesota nonprofit corporation, for the City to enter into a joint powers agreement under which a revenue bond would be issued by the City of Wayzata, Minnesota, for, among other things, a housing program in Plymouth. The following persons appeared: After all persons present had an opportunity to express their views, the hearing was closed. Councilmember Bildsoe then introduced the following written resolution, the reading in full thereof having been dispensed with by unanimous consent, and moved the adoption thereof: RESOLUTION GIVING APPROVAL TO A PROPOSED HOUSING PROGRAM AND THE PROPOSED ISSUANCE THEREFOR OF A REVENUE BOND AT THE REQUEST OF HAMMER RESIDENCES, INC. PURSUANT TO A JOINT POWERS AGREEMENT TO BE ENTERED INTO IN CONNECTION THEREWITH The motion for adoption of the foregoing resolution was duly seconded by Councilmember Slavik, and upon vote being taken thereon the following voted in favor thereof: All members voted in favor. and the following voted against the same: whereupon said resolution was declared duly passed and adopted. City Clerk RESOLUTION NO. 2006-507 RESOLUTION GIVING APPROVAL TO A PROPOSED HOUSING PROGRAM AND THE PROPOSED ISSUANCE THEREFOR OF A REVENUE BOND AT THE REQUEST OF HAMMER RESIDENCES, INC. PURSUANT TO A JOINT POWERS AGREEMENT TO BE ENTERED INTO IN CONNECTION THEREWITH WHEREAS, by the provisions of Minnesota Statutes, Chapter 462C, as amended (the "Housing Programs Act'), the City of Plymouth, Minnesota (the "City"), is authorized to plan, administer, issue and sell revenue bonds or obligations to make or purchase loans to finance one or more multifamily housing developments within its boundaries, which revenue bonds or obligations shall be payable solely from the revenues of the development; and WHEREAS, pursuant to Section 462C.07, Subdivision 1 of the Housing Programs Act, in the purchase or making of multifamily housing loans and the issuance of revenue bonds or other obligations, the City may exercise within its corporate limits any of the powers the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A; and WHEREAS, the City has received a request from Hammer Residences, Inc., a Minnesota nonprofit corporation (the "Borrower"), that the City approve a housing program (the "Program") pursuant to the Housing Programs Act, which provides for the City of Wayzata, Minnesota (the "Issuer"), to issue a revenue bond (the "Bond") in a principal amount not to exceed $2,500,000, all pursuant to Minnesota Statutes, Section 471.59 (the "Joint Powers Act'), and the Housing Programs Act; and WHEREAS, a portion of the proceeds of the Bond (the "Plymouth Portion") would be loaned to the Borrower, to provide refinancing of existing mortgage indebtedness and rehabilitation of the facilities located at 16205 14th Avenue North, 4525 Zachary Lane North, 420 Merrimac Lane and 11300 42nd Avenue North in the City, to the extent required by the Housing Programs Act, all as more particularly described in the Housing Program developed in connection therewith, a copy of which is currently on file in the office of the City Clerk (the "Housing Program"); and WHEREAS, a copy of the Housing Program has been presented to this Council and is ordered placed on file with the City Clerk; and WHEREAS, the Housing Program has been submitted to the Metropolitan Council for review and comment as required by the Housing Programs Act; and WHEREAS, proceeds of the Bond not constituting a part of the Plymouth Portion would be applied to refinancing of existing mortgage indebtedness and rehabilitation of facilities of the Borrower (such programs, together with the Housing Program, all collectively referred to as the "Programs" or the Program"), located in one or more of the other Participating Jurisdictions (defined below); and 4 WHEREAS, the Joint Powers Act provides that one or more governmental units of the State of Minnesota, by agreement entered into with one or more other governmental units of the State of Minnesota, or another State, through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties, and may provide for the exercise of such power by one of the participating governmental units on behalf of the other participating units; and WHEREAS, pursuant to the Joint Powers Act, the Borrower has requested that the City enter into a Joint Powers Agreement (the "Joint Powers Agreement") with the other jurisdictions listed in Exhibit A (such jurisdictions collectively referred to as the "Participating Jurisdictions") in connection with the proposed issuance of the Bond; and WHEREAS, the Borrower has agreed to reimburse the City for the costs of publication of notice of public hearing in a newspaper of general circulation in the City, together with legal fees to be incurred by the City, as well as any other costs incurred by the City related to the Joint Powers Agreement. NOW, THEREFORE, be it resolved by the City Council of the City of Plymouth, Minnesota, that: I . As required by the Housing Programs Act, the City Council held a public hearing on Tuesday, December 12, 2006 on the issuance of the Bond and on the proposal to undertake and finance the Housing Program, all after publication in the official newspaper of general circulation of a notice setting forth, among other things, the time and place of hearing; stating the general nature of the Housing Program and an estimate of the principal amount of the Bond or other obligations to be issued to finance the Housing Program; and stating that all parties who appear at the public hearing shall have an opportunity to express their views with respect to the proposal. 2. It is hereby found that the financing arrangement described by the Joint Powers Agreement and the Bond will enhance the ability of the Borrower to incur tax-exempt indebtedness to finance the Housing Program. 3. The Borrower will be required to pay all the expenses of the City paid or incurred with respect to the Housing Program and to indemnify the City for any potential liability incurred by the City with respect to the Housing Program. 4. The Housing Program and the issuance of a revenue bond by the Issuer to finance the Housing Program, are hereby approved, subject only to final approval and authorization by the Issuer thereof, and agreement by the Borrower and the Lender, as to the details of the Bond and provision for its payment. 5. In no event shall the Bond ever be payable from or charged upon any funds of the City other than amounts payable under the revenue agreement which are to be pledged to the payment thereof, no holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor enforce the payment thereof against any property of the City the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory, or charter limitation. 6. The Borrower is hereby authorized to enter into such contracts, in its own name and not as agent for the City, as may be necessary for the Housing Program by any means available to it and in the manner it determines, without advertisement for bids as may be required for the acquisition or constriction of municipal facilities, but the City shall not be liable on any such contracts. 7. Pursuant to a request by the Borrower that the Issuer issue its revenue bond in a principal amount not to exceed $2,500,000, with not more than $964,000 thereof constituting the Plymouth Portion, the City is hereby authorized and one or more officers are hereby directed to enter into the Joint Powers Agreement with the other Participating Jurisdictions, under the provisions of the Joint Powers Act, and the form of such Joint Powers Agreement has been placed on file in the offices of the City. The form of the Joint Powers Agreement, as currently on file, is hereby approved and the Joint Powers Agreement, in such form, but subject to such modifications thereto as shall be approved by the officer or officers executing the same, which approval shall be conclusively evidenced by the execution thereof, shall be executed and delivered by one or more officers of the City. Adopted this 12t1' day of December, 2006. 6 EXHIBIT A (Participating Jurisdictions) City of Wayzata, Minnesota City of Plymouth, Minnesota City of Golden Valley, Minnesota STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Plymouth, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution, duly adopted by the City Council of the City on December 12, 2006, at a regular meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified or rescinded since the date thereof and which resolution is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of the resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS my hand and seal of the City this 12th day of December, 2006. City Clerk (Seal) JOINT POWERS AGREEMENT This Joint Powers Agreement ("Agreement"), dated as of December 1, 2006, is by and between the City of Wayzata, Minnesota (the "City" or the "Issuer"), the City of Plymouth, Minnesota ("Plymouth") and the City of Golden Valley ("Golden Valley" and, together with the Issuer and Plymouth referred to collectively as the "Joint Powers Participants"). RECITALS WHEREAS, Minnesota Statutes, Section 471.59 (the "Joint Powers Act'), provides that two or more governmental units, by agreement entered into through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties, and may provide for the exercise of such power by one of the participating governmental units on behalf of the other participating units; WHEREAS, the Joint Powers Participants are "governmental units" under the Joint Powers Act, and each one is a "city" under the Housing Programs Act with power to issue bonds under the Housing Programs Act; WHEREAS, the "Wayzata Program" described in Exhibit A (the "Wayzata Program"), the "Plymouth Program" described in Exhibit A (the "Plymouth Program") and the "Golden Valley Program" described in Exhibit A (the "Golden Valley Program" and together with the Wayzata Program and the Plymouth Program, collectively referred to as the "Programs" or the "Program") each constitutes a "program" within the meaning of the Housing Programs Act; WHEREAS, it has been proposed that the Issuer issue a revenue bond or note on behalf of itself, Plymouth and Golden Valley to finance the Programs, pursuant to Section 462C.07 of the Housing Programs Act; WHEREAS, the Bond shall not constitute an indebtedness or pledge the full faith and credit of the Issuer, Plymouth, Golden Valley, the State of Minnesota, or any other agency or political subdivision thereof, but shall be payable solely from the revenues pledged and assigned thereto pursuant to the Loan Agreement Assignment; and WHEREAS, the governing bodies of each of the Joint Powers Participants have authorized the execution and delivery of this Agreement; 9 NOW, THEREFORE, the Joint Powers Participants hereby agree as follows: Section 1. In order to finance and refinance the Program, the City shall issue, on behalf of itself and the other Joint Powers Participants, a revenue bond or note (referred to collectively with any refunding obligations authorized by Section 5 hereof as the "Bond") in a principal amount up to but not to exceed $2,500,000, all pursuant to the Joint Powers Act, the Housing Programs Act, and the terms of a Loan and Purchase Agreement (the "Loan Agreement") to be entered into between the Issuer, Hammer Residences, Inc., a Minnesota nonprofit corporation (the "Borrower"), and Wells Fargo Brokerage Services, LLC (the "Purchaser"), pursuant to which the Bond will be purchased from the Issuer by the Purchaser and the proceeds of the Bond will be loaned by the Issuer to the Borrower. Section 2. Of the $2,500,000 aggregate principal amount of the Bond, an amount up to but not to exceed $1,025,000 will be allocated to the Wayzata Program. Section 3. Of the $2,500,000 aggregate principal amount of the Bond, an amount up to but not to exceed $1,040,000 will be allocated to the Plymouth Program. Section 4. Of the $2,500,000 aggregate principal amount of the Bond, an amount up to but not to exceed $435.000 will be allocated to the Golden Vallev Prouram. Section 5. The Issuer shall exercise the powers granted by the Acts by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize and issue the Bond and such other resolutions, documents, and agreements as shall be necessary or desirable in connection with the issuance of the Bond and giving effect to or carrying out the provisions of this Agreement and the documents under which the Bond is issued and/or secured. The Issuer and the Joint Powers Participants hereby specifically agree that, upon request of the Borrower, the Issuer may at any time during the term hereof issue its refiinding revenue bond or bonds or note or notes (sometimes referred to herein as "refunding obligations") for the purpose of refiinding, in whole or in part, the Bond, or any one or more refiinding obligations subsequently issued to refiind the Bond. In such event this Agreement shall continue to apply to such refiinding revenue bond or bonds or note or notes and such refiinding obligations shall be governed hereby, all without fiirther act by either the Issuer or the other Joint Powers Participants. Section 6. Except to the extent specifically provided herein_ the Joint Powers Participants shall not incur any obligations or liabilities to each other as a result of the issuance of the Bond or the Programs. The Bond shall be a special, limited obligation of the Issuer payable solely from proceeds, revenues and other amounts under the Loan Agreement pledged thereto under the Loan Agreement Assignment. The Bond and the interest thereon shall neither constitute nor give rise to a pecuniary liability, general or moral obligation or a pledge of the fiill faith or loan of credit of the Joint Powers Participants, the State of Minnesota or any political subdivision of the above, within the meaning of any constitutional or statutory provisions. 10 Section 7. All costs incurred by the Joint Powers Participants in the authorization, execution, delivery and performance of this Agreement shall be paid by the Borrower, as provided in the Loan Agreement. Section 8. Any surplus moneys remaining after the purpose of this Agreement has been completed shall belong to the Joint Powers Participants, pro rata. Section 9. This Agreement may not be terminated by any party so long as the Bond is outstanding. This Agreement shall terminate upon the retirement or defeasance of the Bond or, if refunding obligations are issued in accordance with the provisions hereof, upon the retirement or defeasance of the last outstanding refiinding obligation, and this Agreement may not be terminated in advance of such retirement or defeasance. Section 10 time. No amendment This Agreement may be amended by the Joint Powers Participants at any impair the rights of the Borrower or holder of the Bond_ unless it has consented to such amendment in the manner provided for an amendment of the Loan Agreement. Section 11. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same Agreement. 11 IN WITNESS WHEREOF, duly authorized officers of the Joint Powers Participants have executed this Agreement as of the date set forth above but actually on the day of , 2006. (SEAL) CITY OF WAYZATA By Mayor Attest: City Manager [Signature page to Joint Powers Agreement dated as of December 1, 2006, between the City of Wayzata, the City of Plymouth and the City of Golden Valley] 12 CITY OF PLYMOUTH By Mayor Attest: City Clerk [Signature page to Joint Powers Agreement dated as of December 1, 2006, between the City of Wayzata, the City of Plymouth and the City of Golden Valley] 13 CITY OF GOLDEN VALLEY By Mayor Attest: City Clerk [Signature page to Joint Powers Agreement dated as of December 1, 2006, between the City of Wayzata, the City of Plymouth and the City of Golden Valley] 14 EXHIBIT A THE PROGRAMS 11.1. The Wayzata Program (a) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 550 Broadway Avenue North, Wayzata, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (b) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 2412 Sheridan Hills Curve, Wayzata, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (c) Refinance existing mortgage indebtedness originally incurred in connection with certain property functionally related and subordinate to the above multifamily housing developments located at 1909 East Wayzata Boulevard, Wayzata, Minnesota, together with the rehabilitation of the property. 11.2. The Plymouth Program (a) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 16205 14t1' Avenue North, Plymouth, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (b) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 4525 Zachary Lane North, Plymouth, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (c) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 420 Merrimac Lane, Plymouth, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (d) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 11300 42nd Avenue North, Plymouth, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. 11.3. The Golden Valley Program (a) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other 15 disabilities located at 300 Jersey Avenue North, Golden Valley, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. (b) Refinance existing mortgage indebtedness originally incurred in connection with the multifamily housing development for persons with developmental and other disabilities located at 2025 and 2027 Unity Avenue North, Golden Valley, Minnesota, together with the rehabilitation of the facility, to the extent required by the Housing Programs Act. 16