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HomeMy WebLinkAboutCity Council Resolution 1985-599C_`T_*_-' CO-7NCli OF THE C:TY CF PLYMOI)TH, MINNESOTA RES N0. 85- 599 A RESOLUTION OF THE CITY OF PLYMOUTH, HENNEPIN COUNTY, MINNESOTA, AUTHORIZING THE ISSUANCE OF $9,500,000 AGGREGATE PRINCIPAL AMOUNT CITY OF PLYMOUTH, MINNESOTA, MULTIFAMILY HOUSING REVENUE BONDS (PARKSIDE APARTMENTS PROJECT), DATED AS OF AUGUST 1, 1985, AND APPROVING THE FORM AND AUTHO- RIZING THE EXECUTION OF NECESSARY DOCUMENTS. R E C I T A L S: WHEREAS, the City of Plymouth, Minnesota (the "Issuer") is authorized, pursuant to Minnesota Statutes, Chapter 462C (the "Housing Act") to develop and administer multifamily housing programs pursuant to •a housing plan, which may be financed by the issuance of the housing revenue bonds of the Issuer; and WHEREAS, the Issuer has adopted a Housing Plan (the "Housing Plan") after public hearing thereon and review and comment by the Metropolitan Council pursuant to and in con- formance with the provisions of the Housing Act; and WHEREAS, the Issuer has prepared and approved a "Program for Construction of a Multifamily Housing Development" (the "Program") as a program of the Housing Plan to finance the acquisition, construction and installation of an approxi- mately 211 unit multifamily housing development (the "Proj- ect"), to be located at the southwest quadrant of Rockford Road and 41st Avenue within the corporate boundaries of the Issuer, and to be constructed, owned and operated by Park- side at Medicine Lake Partnership, a Minnesota partnership to be formed (the "Company"), and whereas the City Council has approved the Program and the Minrxesota Housing Finance Agency has approved the Program, all in conformance with the provisions of the Housing Act; and WHEREAS, the Prorrarr provides for the Issuer to issue • its Multifarr.'_ly Housinc Revenue Bonds (the "Bonds") to pro- vide financing for the acquisition, construction and stallation of the Prcject; and WHEREAS, the Project will be reserved for rental in par. by persons of low and moderate income with at least 20 per- cent of the units held open for occupancy by families o: individuals with adjusted gross income not in excess of 8C percent of the median family income estimated by the United States Department of Housing and Urban Development for the Minneapolis/St. Paul Standard Metropolitan Statistical Area; and WHEREAS, the Issuer has conducted a public hearing on the issuance of the Bonds and the Project, after at leas= fifteen days public notice thereof published in a newspaper of general circulation within the corporate boundaries c` the Issuer, at which all parties were provided an opportun- ity to express their views with respect to the Program and the financing of the Project; and WHEREAS, on the basis of the information received by the Issuer to date, the Issuer has tentatively determined that the Project will increase the supply of decent, safe and sanitary residential dwellings available within the corpor- ate boundaries of the Issuer at rentals which persons and families of low and moderate income can afford, and has further determined that financing of the Project pursuant to the Program will be in furtherance of the housing policies of the Issuer; and WHEREAS, pursuant to a Regulatory Agreement (as herein- after defined), the Issuer and the Trustee will cause the Company to covenant that it will comply with all require- ments of Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended (the "Code"), and the regulations there- under, and with all applicable requirements of the Housing Act; and WHEREAS, the Issuer proposes to enter into an Indenture of Trust, dated as of August 1, 1985 (the "Indenture"), with First Trust Company of Saint Paul, Saint Paul, Minnesota (the "Trustee"), to provide, among other things, for the issuance of the City of Plymouth, Minnesota, Multifamily Housing Revenue Bonds (Parkside Apartments Project), dated as of August 1, 1985, in the aggregate principal amount of $9,500,000 (the "Bonds"), by the Issuer, and the Issuer and the Company have proposed to enter into a Loan Agreement, dated as of August 1, 1985 (the "Agreement"), so as to, among other things, loan the proceeds of the Bonds to the Company tc be used to acquire, construct and install the Project; and the Issue., the Company, the Trustee and the hereinafter defined Guarantor propose to enter into a Dis- bursing Agreement, dated as of August 1, 1985 (the "Dis- bursing Aareement"), to be accepted by Title Insurance Com- pany of Minnesota; and the Issuer, the Trustee and the Com- pany propose to enter into a Regulatory Agreement, dated as of August 1, 1985 (the "Regulatory Agreement"), which assures compliance with all requirements of Section 103(b)(4)(A) of the Code and applicable Minnesota law; and WHEREAS, Lincoln National Corporation, an Indiana corp- oration (the "Guarantor"), proposes to execute a Guaranty, dated as of August 1, 1985 (the "Guaranty"), in favor of the Issuer whereby the Guarantor unconditionally and irrevocably guarantees certain payment obligations of the Company under the Agreement; and WHEREAS, the Bcnds issued under the Indenture will be secured by a pledge and assignment of the loan repayments to be paid to the Issue: by the Company as required by the Agreement (the "Loan Repayments") and other revenues derived by the Issuer from the Project and the Issuer's rights (ex- cept certain rights as to indemnification and reimbursement of expenses) under the Agreement, and the principal, pur- chase price, premium, if any, and interest on the Bonds shall be payable solely from the revenues pledged therefor, and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor shall constitute or give rise to a pecuniary liability of the Issue: or a charge against the Issuer's general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer other than its interest in said Proj- ect; and WHEREAS, the Issuer under the Indenture will pledge all its right, title and interest in the Agreement (except cer- tain rights to indemnification and reimbursement for ex- penses) and the Guaranty to the Trustee as security for payment of the principal, premium, if any, and interest on the Bonds; and WHEREAS, the Issuer proposes to loan the proceeds of the Bonds to the Company to acquire, construct and instal? the Project, and the Company desires to borrow the proceeds from the Issuer to finance the Project upon the terms and condi- tions as required by the Housing Act and as set forth in the Agreement; and WHEREAS, under the Agreement, the Company is required to pay to the Issuer sufficient moneys each year to pay the - 3 - principal of and interest on the Bonds Project, and the Company is required t maintaining said Prcject in good repai the Project properly insured and any taxes; issued to finance the o provide the cost of r, the cost of keeping payments required for NOW, THEREFORE, BE :T RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA, THAT: Section 1. The loan to the Company under the Agreement to finance the acquisition, construction and installation of the Project be and the same is hereby authorized. Section 2. For the purpose of financing the cost of the acquisition, construction and installation of the Project, there is hereby authorized the issuance of the $9,500,000 aggregate principal amount City of Plymouth, Minnesota, Multifamily Housing Revenue Bonds (Parkside Apartments Proj- ect), dated as of August 1, 1985. The Bonds shall be issued in fully registered form, shall be in such denominations, shall bear interest, shall be numbered, shall be dated, shall mature, :hall be in such form and shall have such other details and provisions as are prescribed by the In- denture. The Bonds shall have a final maturity date of August 1, 2005. Section 3. The Bonds shall be special obligations of the Issuer, payable solely from the revenues received by the Issuer from the Agreement, in the manner provided in the Indenture. As security for the payment of the principal of and interest on the Bonds, pro rata and without preference of any one Bond over any other Bond, the City Council of the Issuer hereby authorizes and directs the Mayor and City Clerk to execute the Indenture and to deliver to the Trustee the Indenture and does hereby authorize and direct the exe- cution of the Bonds by the facsimile signatures of the Mayor and City Clerk and does hereby provide that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the holders of the Bonds, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, 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 Indenture shall be substantially in the form on file in the office of the City Clerk with such necessary and appropriate variations, omissions and insertions as permitted or required or as the Mayor, in his discretion, shall determine upon advice of the City Attorney, and the execution thereof by the Mayor shall be conclusive evidence of such determination. - 4 - Section. 4. The Mayo: and the City Clerk are hereby authorized and directed to execute, attest and deliver the Agreement, the Regulatory Agreement and the Disbursing Agreement. All of the provisions of the Agreement, the Regulatory Agreement and the Disbursing Agreement, when exe- cuted and delivered as authorized herein, shall be deemed tc 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 Agreement, the Regulatory Agreement and the Disbursing Agreement shall be substantially in the forms on file in the office cf the City Clerk with such necessary and appropriate variations, omissions and insertions as per- mitted or required or as the Mayor, in his discretion upon advice of the City Attorney, shall determine, and the execu- tion thereof by the Mayor shall be conclusive evidence of such determination.. Section. S. The Mayor and the City Clerk are hereby authorized and directed to accept the Guaranty. All of the provisions of the Guaranty, when executed and delivered, 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 affect from the date of execution and delivery thereof. The Guaranty shall be substantially in the form on file in the office of the City Clerk with such necessary and appropriate variations, omissions and insertions as permitted or required. Section 6. The Mayor and the City Manager are hereby authorized and directed to accept and confirm the Bond Pur- chase Agreement, dated August 12, 1985 (the "Bond Purchase Agreement"), from Dougherty, Dawkins, Strand and Yost Incor- porated and Miller s Schroeder Municipals, Inc. (collec- tively, the "Underwriter"), and accepted by the Issuer and the Company, and the award of the Bonds to the Underwriter at the price set out in the Bond Purchase Agreement is hereby approved. All of the provisions of the Bond Purchase Agreement, when accepted and confirmed 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 Bond Purchase Agreement shall be in the form on file in the office of the City Clerk. Section 7. All covenants, stipulations, obligations and agreements of the Issuer contained in this Resolution and contained in the Indenture, the Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Guaranty and the Disbursing Agreement shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to - 5 - the full extent a::th;,rized or permitted by law, and all such :ovenants, stipulations, obligations and agreements shall be binding upon the Issuer. Except as otherwise provided in 1b this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the City Council thereof by the provisions of this Resolution or the Indenture, the Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Guaranty or the Disbursing Agreement shall be exercised or performed by the Issuer or by such members of the City Council or by such officers, board, body or agency thereof as may be in the opinion of the City Attorney authorized or required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Agreement, the Regulatory Agreement, the Bond Purchase Agreement, the Guaranty or the Disbursing Agreement shall be deemed to be a covenant, stipulation, obliga_ion or agreement of any member of the City Council or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issu- ance thereof. Section 8. Except as herein otherwise expressly pro- vided, nothing in this Resolution or in the Indenture, ex- pressed o: implied, is intended or shall be construed tc confer upon any person or firm or corporation other than the Issuer, the holders of the Bonds issued under the provisions of this Resolution and the Indenture and the Trustee any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or of the Indenture or any provision thereof; this Resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. Section 9. In case any one or more of the provisions of this Resolution, the Indenture, the Agreement, the Bond Purchase Agreement, the Guaranty, the Regulatory Agreeiaent, the Disbursing Agreement or any of the Bonds issued here- under shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the Indenture, the Agreement, the Bond Purchase Agreement, the Guaranty, the Disbursing Agreement, the Regulatory Agreement or the Bonds, but this Resolution, the Indenture, the Agreement, the Bond Purchase Agreement, the Guaranty, the Disbursing Agreement, the Regulatory Agreement and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. - 6 - Section i0. The Bonds shad contain a recital that the . Bonds are issued pursuant to the Housing Act, and such re- cital shall be ccnclusive evidenue of the validity of the Bonds and the regularity of the issuance thereof, and th.a_ all acts, conditions and things re,-uired by the Constituticn and the laws of the State relating to the adoption of this Resolution, to the issuance of the Bonds and to the execu- tion of the Indenture, the Agreement, the Disbursing Agree- ment, the Bond Purchase Agreement, the Guaranty and the Regulatory Agreement to happen, to exist and to be performed precedent to and in the enactment of this Resolution and precedent to the issuance of the Bonds and precedent to the execution of the Indenture, the Agreement, the Bond Purchase Agreement, the Guaranty- and the Regulatory Agreement have happened, do exist and have been performed as so required by law. Section 11. The officers of the Issuer, attorneys an- other agents or employees of the Issuer are hereby autho- rized to do all acts and things required of them by or in connection with this Resolution, the Indenture, the Agree- ment, the Bond Purchase Agreement, the Disbursing Agreement, the Guaranty and the Regulatory Agreement for_ the full, punctual and complete performance of all the terms, cove- nants and agreements contained in the Bonds, the Indenture, the Agreement, the Disbursing Agreement, the Bond Purchase Agreement, the Guaranty and the Regulatory Agreement and this Resolution. Section 12. The Issuer hereby approves the form of the preliminary Official Statement, on file in the office of the City Clerk, and hereby ratifies and confirms its use and distribution by the Underwriter, in connection with the sale of the Bonds and hereby approves the form of the final Offi- cial Statement, and consents to the distribution of the final Official Statement to prospective purchasers of the Bonds; however, the Issuer makes no representations with respect to and assumes no responsibility for the contents of said Official Statement. Section 13. The Trustee is hereby appointed as Paying Agent for the Bonds pursuant to Section 702 of the Inden- ture. Section 14. The Mayor of the Issuer is hereby desig- nate and authorized to act on behalf of the Issuer as the Issuer Representative (as defined in the Agreement). The City Manager and City Clerk of the Issuer are hereby desig- nated and authorized to act on behalf of the Issuer as alternate Issuer Representatives. - 7 - Section: 15. This Resolution sha l be -'r. fu: fc-rce and effect from and after its passage. rAdapted by the City Cc,-ncil or. Auaus: 12, 1985. [SEAL) ATTEST: City Clerk - 8 - Mayor