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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)