HomeMy WebLinkAboutCity Council Resolution 1983-685RESOLUTION REIT
REVENUE NOTE; AUTJ
MINN]
TO $3r750,000 HOUSING DEVELOPMENT
NG THE ISS7ANCE THEREOF PURSUANT TO
STATUTES CHAPTER 462C
VILLAGE APARTMENTS PROJECT
819 IT RESOLVED by the City ;Council of the City of Plymouth,
Minnesota (the Municipality) as follows:
Section 1. Introduction. It is proposed that the Municipality
issue and sell its f,3 O�dO Housing Development Revenue Note
(Lancaster Village Apartments Project) (the Mote), to First National
Bank of Minneapolis (the Bank), and that the Municipality loan the
proceeds of the Note to Lancaster Village Partnership, a Minnesota
general partnership (the Developer), pursuant to a Loan Agreement (the
Loan Agreement), to be entered into among the Municipality, the
Borrower and the Bank, for the purpose of paying the costs of
acquisition and rehabilitation of a 126 -unit multi -family rental
housing development with parking and other functionally related ans
subordinate facilities (the Project). Unless the context hereof
clearly requires otherwise, the terms defined in Section 1.01 of the
Loan Agreement shall, when used with initial capital letters herein,
have the meaings ascribed to them in said Section 1.01.
Section 2. Findings. It is hereby found and declared that:
(a) Pursuant to the Municipal Housing Act, Minnesota Statutes,
Chapter 462C, as amended (the Act), the Municipality is authorized to
plan, administer and make or purchase a loan or loans to finance one
or more multi -family housing developments within its boudaries of the
kind and upon conditions set forth in Section 462C.05 of the Act, and
to issue and sell revenue bonds to finance such multi -family housing
developments, which revenue bonds shall be payable exclusively from
the revenues of the developments. The Project is intended to
constitute a development designed to be affordable for persons of low
and moderate income pursuant to subdivision 2 of Section 462C.05 of
the Act. The program for the project has been approved by the
Minnesota Housing Finance Agency as or provided in Section 462C.01 of
the Act on the basis of considerations stated in Section 462C.04 of
the Act.
(b) The financing of the Project, the issuance and sale of the
Note, the execution and delivery of the Loan Agreement, the Pledge
Agreement and the Regulatory Agreement and the performance of all
covenants and agreements of the Municipality contained in the Loan
Agreement, the Pledge Agreement and the Regulatory Agreement are
authorized by the Act. All other acts and things required under the
Constitution and the laws of the State of Minnesota to be done, to
exist or to be ;performed to make the Note, the Loan Agreement, the
Pledge Agreement and the Regulatory Agreement, when executed and
delivered as therein and herein provided, valid and binding
obligations of the Municipality enforceable in accordance with their
terms, have been done, do exist and have been performed as so
required.
icY it is desirable that the Note in the total principal amount
of $3r7SOvOOO be issued and sold by the Municipality to the Bank upon
` the terms set forth herein, and that the Municipality pledge its
` interest in the Loan Agreement and grant a security interest therein
to the Bank as security for the payment of the principal of, premium,
if any, and interest on the Note.;
(d) The loan payments required by the Loan Agreement are fixed,
and will be revised from time to time as necessary, so as to produce
income and revenue sufficient to provide for prompt payment of
principal of and interest on the Note issued under this Resolution
when due.
(e) As provided in the Loan Agreement and the Note, the Note is
a special limited obligation of Municipality. Principal of, premium,
if any, and interest on the Note are payable solely from revenues
pledged to the Bank under the Pledge Agreement. The State of
Minnesota and the County of Hennepin shall not in any event be liable
for the payment of the principal of, premium, it any, or interest on
the Note or for the performance of any agreement of any kind
whatsoever that may be undertaken by the Municipality. Neither the
Municipality nor any of the agreements or obligations of the Note
contained therein shall be construed to constitute an indebtedness of
the State of Minnesota, the County of Hennepin or the Municipality
within the meaning of any constitutional or statutory provisions
whatsoever, nor to constitute or give to a pecuniary liability or be a
charge against the general credit or taxing power of the State of
Minnesota, the County of Hennepin or the Municipality.
(f) The execution and delivery of the Loan Agreement, the Pledge
Agreement, the Regulatory Agreement and the Note will not conflict
with, or constitute on the part of the Municipality a breach of or a
default under, any existing agreement, indenture, mortgage, lease or
other instrument to which the Municipality 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 Municipality from denying the validity of
the Loan Agreement, the Pledge Agreement, the Regulatory Agreement or
the Note by reason of the existence of any facts contrary to this
finding.
(g) No litigation is pending or, to the beat knowledge of the
members of this Council, threatened against the Municipality
questioning the organisation or boundaries of the Municipality or the
right of any officer of the Municipality to hold his or her office, or
in any manner questioning the right and power of the municipality to
execute and deliver the Note, or otherwise questioning the validity of
the Note or the execution, delivery or validity of the Loan Agreement,
the Pledge Agreement or the Regulatory Agreement, or questioning the
appropriation of revenues to payment of the Note or the right of the
Municipality to loan the proceeds of the Note to the Developer.
(h) All acts and things required under the Constitution and the
laws of the State of Minnesota to make the Loan Agreement, the Pledge
Agreement, the Regulatory Agreement and the Note the valid and binding
2.
obligations of the Municipality in accordance with their terms will
have been done upon adoption of this Resolution and execution of the
Loan Agreement, the Pledge Agreement, the Regulatory Agreement and the
Note, provided that this finding is made solely for the purpose of
estopping the Municipality from denying the validity of the Loan
Agreement, the Pledge Agreement, the Regulatory Agreement or the Note
by reason of the existence of any facts contrary to this finding.
(i) The Municipality is duly organized and existing under the
Constitution and the laws of the State of Minnesota and is authorized
to issue the Note in accordance with the Act.
Section 3. Authorization and Sale.
3.1. Authorization. The Municipality is authorized by the Act to
issue revenue SoFa—s—&—O loan the proceeds thereof to the Developer to
finance a multi -family housing development as defined in the Act.
3.2. Preliminary Approval by Municipality. By preliminary
resolution duly adopted by the Council on July 11, 1983, this Council
gave preliminary approval to the issuance of housing development
revenue bonds pursuant to the Act and the loan of the proceeds to the
Developer for the acquisition, rehabilitation and equipping of the
Project and authorized the preparation of such documents as may be
appropriate thereto. Said preliminary approval is hereby confirmed
and reaffirmed. The Note constitutes a housing development revenue
bond within the contemplation of the Act and said preliminary
resolution.
3.3. Approval of Documents. Pursuant to the above, there have
been prepare and presented to this Council copies of the following
documents, all of which are now placed on file in the office of the
City Clerk:
(a) the Note (Exhibit A attached hereto);
(b) the Loan Agreement;
(c) a Pledge Agreement between the City and the Bank (the Pledge
Agreement);
(d) the Rrgulitory Agreement and Declaration of Covenants
Running with the Land between the Developer and the City (the
Regulatory Agreement);
(e) the Combination Mortgage, Security Agreement and Fixture
Financing Statement made by the Developer in favor of the Bank (the
Mortgage) (not to be executed by the Municipality); and
(f) the Guaranty made by Gary S. Holmes and Harold Roitenberg in
favor of the holder(s) of the Note (the Guaranty) (not to be executed
by the Municipality).
3.
l a+
The forms of the documents listed in (a) through (f) above are
approved, with such variations, insertions and additions as are deemed
appropriate by the parties and approved by the City Attorney.
Section 4. Accu tance of Offer to Purchase Note Authorizations.
The offer of the Bank to purr see t e Note upon t e terns an
conditions set forth in the documents listed in Section 3.3 hereof is
hereby found to be reasonable and is accepted. The Mayor and the City
Manager shall execute the Loan Agreement, the Pledge Agreement, and
the Regulatory Agreement approved in Section 3.3 hereof on behalf of
the Municipality, shall execute the Note in substantially the form as
set forth in Exhibit A attached hereto on behalf of the Municipality,
and shall execute such other certifications, documents or instruments
as bond counsel or counsel for the Bank shall require, subject to the
approval of the City Attorney, and all certifications, recitals and
representations therein shall constitute the certificates, recitals
and representations of the Municipality. There may be such changes in
the form of the Note, Loan Agreement, Pledge Agreement, and Regulatory
Agreement as the City Officers executing such documents shall, with
the advice of the City Attorney, deem advisable. Execution of any
instrument or document by one or more appropriate officers of the
Municipality shall constitute, and shall be deemed the conclusive
evidence of, the approval and authorization by the Municipality and
the City Council of the instrument or document so executed. In the
absence or disability of the Mayor, any of the documents authorized by
this resolution to be executed, shall be executed by the acting Mayor,
and in the absence of the City Manager, by such officer of the
Municipality who, in the opinion of the City Attorney, may execute
such documents.
Section 5. The Note.
5.1. Form and Authorized Amount of Note. The Note shall be
issued substantially in the form set ort n Exhibit A attached
hereto and made a part hereof, with such appropriate variations,
omissions and insertions as are permitted or required by this
resolution, in the total principal amount of $3,750,000. The terms of
the Note are set forth in Exhibit A attached hereto, and such terms,
including but not limited to interest rate, dates and amount of
payment of principal and interest and prepayment privileges, are
incorporated by reference herein.
5.2. Execution. The Note shall be executed on behalf of the
Municipality by the signatures of the Mayor and the City Manager (or
the Acting Mayor and an authorized officer in place of the City
Manager as provided in Section 4 of this Resolution), and shall be
sealed with its corporate seal and shall be dated as of the date of
its delivery. In case any officer whose signature shall appear on the
Note shall cease to be such officer before the delivery thereof, such
signatures shall nevertheless be valid and sufficient for all
purposes.
5.3. Mutilated, Lost and Destroyed Note. In case the Note shall
become mutilated or be destroyed or lost, the Municipality shall cause
4.
to be executed and delivered a new Note of like outstanding principal
-amount and tenor in exchange and substitution for and upon
cancellation of the mutilated Note, or in lieu of and in substitution
for such Note destroyed or lost, upon the Holder's paying the
reasonable expenses and charges of the Municipality in connection
therewith, and in case the Note is destroyed or lost, its filing with
the Municipality evidence satisfactory to it of such destruction or
loss.
5.4. Registration of Transfer. The City will cause to be kept at
the office of the City Clerk a Note Register in which, subject to such
reasonable regulations as it may prescribe, the City shall provide for
the registration of transfers of ownership of the Note. The Note
shall be transferable upon the Note Register by the holder thereof in
person or by its attorney duly authorized in writing, upon surrender
of the Note together with a written instrument of transfer
satisfactory to the City Clerk, duly executed by the holder or its
duly authorized attorney. Upon such transfer the City Clerk shall
note the date of registration and the name and address of the new
holder in the Note Register. The City may deem and treat the person
in whose name the Note is last registered in the Note Register as the
absolute owner thereof, whether or not the principal balance or any
part thereof is overdue, for the purpose of receiving payment of or on
account of the principal balance or interest and for all other
purposes.
5.5. Deliver and Use of Proceds. Prior to delivery of the
Note, the documents referred to neSection 3.3 hereof shall be
completed and executed in form and substance as approved by the City
Attorney. The Municipality shall execute and deliver the Note to the
Bank, together with a duly certified copy of this Resolution,
original, executed counterparts of the Wan Agreement, the Pledge
Agreement, the original executed Regulatory Agreement and such closing
certificates, opinions and related documents as are required by bond
counsel. Upon delivery of the Note and the above items to the Bank,
the Bank shall disburse the proceeds of the Note to or on the order of
the Developer in payment or reimbursement of Project Costs pursuant to
the provisions of the Wan Agreement, and the proceeds so disbursed
shall be deemed to have been disbursed for the account of the
Municipality.
5.6. Fixing of Interest Rate. The Developer may at any time
cause the interest rate pale under the Note to be fixed at a
definite rate (the Fixed Rate) by giving written notice of the
Developer's desire to adopt a Fixed Rate to the Municipality and the
Bolder of the Note. Such notice shall be given at least thirty (30)
days prior to the date on which the Fixed Rate is to become effective.
The Fixed Rate shall be determined in a manner provided in the Note.
Upon receipt of such notice, the City Council will adopt such
resolution or resolutions, if any, and authorize the execution of such
endorsements to the Note, if any, as, in the opinion of Bond Counsel
or the City Attorney, are necessary or advisable to adopt the Fixed
Rate.
S.
. i$3- 685
sed and adopted by the City Council of the City of
th this 19th day of p�:cember , 1ul.83
Mayor
Attest:
Cit—' y Clerk
(SEAL)