HomeMy WebLinkAboutCity Council Resolution 1990-009CITY COUNCIL
• OF THE
CITY OF PLYMOUTH, MINNESOTA
Pursuant to due call and notice thereof, i regular meeting of the City Council of the Citv of
Plymouth, Minnesota was held on the 2nd day of January, 1990. The following members were present
Mayor Bergman, Councilmembers RESOLUTION NO. gn_ng
Helliwell, Ricker, Zitur and Vasiliou.
A RESOLUTION OF THE CITY OF PLYMOUTH,
HENNEPIN COUNTY, MINNESOTA, AUTHORIZING
THE ISSUANCE OF $9,500,000 AGGREGATE
PRINCIPAL AMOUNT OF THE CITY OF
PLYMOUTH, MINNESOTA, MULTIFAMILY HOUSING
DEVELOPMENT REVENUE REFUNDING BONDS
(PARKSIDE APARTMENTS PROJECT), DATED AS
OF JANUARY 1, 1990, AND APPROVING THE
FORM AND AUTHORIZING THE EXECUTION OF
NECESSARY DOCUMENTS.
Councilmember Ricker introduced the following Resolution and moved its adoption:
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 and to issue bonds and
refunding bonds to finance multifamily housing developments; and
• WHEREAS, the Issuer adopted a Housing plan (the "Housing
Plan") after public hearing thereon and review and comment by the
Metropolitan Council pursuant to and in conformance with the
provisions of the Housing Act; and
WHEREAS, the Issuer 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 a 211 -unit
multifamily housing development (the "Project"), located at the
southwest quadrant of Rockford Road and 41st Avenue within the
corporate boundaries of the Issuer, and constructed, owned and
operated by Parkside at Medicine Lake Partnership, a Minnesota
partnership (the "Company"), and the Minnesota Housing Finance
Agency approved the program, all in conformance with the
provisions of the Housing Act; and
WHEREAS, the Issuer issued its Multifamily Housing Revenue
Bonds (Parkside Apartments Project) in the aggregate principal
amount of $9,500,000 (the "1985 Bonds") on August 20, 1985 to
provide financing for the acquisition, construction and
installation of the Project; and
WHEREAS, the Project is reserved for rental in part by
persons of low and moderate income with at least 20 percent of
• the units held open for occupancy by families or individuals with
adjusted gross income not in excess of 80 percent of the median
family income estimated by the United States Department of
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RESOLUTION NO. 90-09
• Housing and Urban Development for the Minneapolis/St. Paul
Standard Metropolitan Statistical Area; and
WHEREAS, the Issuer conducted a public hearing on the
issuance of the Bonds and the Project, after at least fifteen
days public notice thereof published in a newspaper of general
circulation within the corporate boundaries of the Issuer, at
which all parties were provided an opportunity to express their
i,iews with respect to the Program and the financing of the
Project: and
WHEREAS, the Issuer determined that the Project would
increase the supply of decent, safe and sanitary residential
dwellings available within the corporate boundaries of the Issuer
at rentals which persons and families of low and moderate income
can afford, and further determined that financing of the Project
pursuant to the Program would be in furtherance of the housing
policies of the Issuer; and
WHEREAS, pursuant to a Regulatory Agreement, the Issuer and
the Trustee caused the Company to covenant that it would comply
with all requirements of Section 103(b)(4)(A) of the Internal
Revenue Code of 1954, as amended (the "Code"), and the
regulations thereunder, and with all applicable requirements of
the Housing Act; and
. WHEREAS, the Issuer proposes to enter into an Indenture of
Trust, dated as of January 1, 1990 (the "Indenture"), with First
Trust National Association (the "Trustee"), to provide among
other thin -s, for the issuance of the City of Plymouth,
Minnesota, Multifamily Housing Development Revenue Refunding
Bonds (Parkside Apartments Project), dated as of January 1, 1990,
in the aggregate principal amount of $9,500,000 (the "Bonds"), by
the Issuer, the proceeds of which are to be applied to the
redemption and prepayment of the 1985 Bonds, and the Issuer and
the Company have proposed to enter into a Loan Agreement, dated
as of January 1, 1990 (the "Agreement"), so as to, among other
things, loan the proceeds of the Bonds to the Company to be used
to refund the 1985 Bonds; and
WHEREAS, Lincoln National Corporation, an Indiana Corporation
(the "Guarantor"), proposes to execute a Guaranty, dated as of
January 1, 1990 (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 Bonds issued under the Indenture will be secured
by a pledge and assignment of the loan repayments to be paid to
the Issuer 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 (except certain rights as to
indemnification and reimbursement of expenses) under the
Agreement, and the principal, purchase price, premium, if any,
and interest on the Bonds shall be payable solely from the
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RESOLUTION NO. 90-09
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 Issuer or a charge against ~he
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 Project;
and
WHEREAS, the Issuer under the Indenture will pledge all its
right, title and interest in the Agreement (except certain rights
to indemnification and reimbursement for expenses) 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 redeem and prepay the 1985 Bonds, and the
Company desires to borrow the proceeds from the Issuer for such
purposes upon the terms and conditions 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 Issue: sufficient money each year to pay the principal of
and interest on the Bonds issued to finance the Project, and the
Company is required to provide the cost of maintaining the
Project in good repair, the cost of keeping the Project properly
insured, and any payments required for taxes;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, MINNESOTA, THAT;
Section 1. The loan to the Company under the Agreement
to refund the 1985 Bonds issued to finance the acquisition,
construction and installation of the Project be and the same is
hereby authorized.
Section 2. For the purpose of refunding the 1985 Bonds
there is hereby authorized the issuance of the $9,500,000
aggregate principal amount of the City of Plymouth, Minnesota,
Multifamily Housing Development Revenue Refunding Bonds (Parkside
Apartments Project), dated as of January 1, 1990. 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, shall be in such form and shall have such
other details and provisions as are prescribed by the Indenture.
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
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RESOLUTION NO. 90-09
Clerk to execute the Indenture and to deliver to the Trustee the
Indenture and does hereby av•thorize and direct the execution
of the Bonds by the facsimile signatires of the Mayor and City
Clerk and does hereby provide that tr-a Indenture shall provide
the terms and conditions, covenants, Lights, obligations, duties
and agreements of the owners 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.
Section 4. The Mayor and the City Clerk are hereby
authorized and directed to execute, attest and deliver the
Agreement. All of the provisions of the Agreement, 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
Agreement 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 upon advice of the City Attorney,
shall determine, and the execution 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 Purchase
Agreement, dated January 2, 1990 (the "Bond Purchase Agreement"),
from Miller & Schroeder Financial , Inc. (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
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RESOLUTION NO. 90-09
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
Clark.
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, and the Guaranty shall be deemed to be the covenants,
stipulations, obligations and agreements of the Issuer to the
full extent authorized or permitted by law, and all such
covenants, stipulations, obligations and agreements shall be
binding upon the Issuer. Except as otherwise provided in 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, or the
Guaranty 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 o -,inion 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 Bond Purchase Agreement or the Guaranty shall be
deemed to be a covenant, stipulation, obligation 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
issuance thereof.
Section S. Except as herein otherwise expressly provided,
nothing in this Resolution or in the Indenture, expressed or
implied, is intended or shall be construed to confer upon any
person or firm or corporation other than the Issuer, the owners
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, or any of the Bonds issued hereunder
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
• Igreement, the Guaranty, or the Bonds, but the Resolution, the
Indenture, the Agreement the Bond Purchase Agreement, the
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RESOLUTION NO. 90-09
Guaranty, and the Bonds shall be construed and endorsed as if
such illegal or invalid provision had no been contained therein.
Section 10. The Bonds shall contain a recital that the Bonds
are issued pursuant to the Housing Act, and such recital shall be
conclusive evidence of the validity of the Bonds and the
regularity of the issuance thereof, and that all acts, conditions
and things required by the Constitution and the laws of the State
relating to the adoption of this Resolution, to the issuance of
the Bonds and to the execution of the Indenture, the Agreement,
the Bond Purchase Agreement, and the Guaranty to happen, to exist
and to be performed precedent to and in the enactmenf: 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, and the Guaranty have happened, do exist
and have been performed as so required by law.
Section: 11. The officers of the Issuer, attorneys and other
agents or employees of the Issuer are hereby authorized to do all
acts and things required of them by or in connection with this
Resolution, the Indenture, the Agreement, the Bond Purchase
Agreement, and the Guaranty for the full, punctual and complete
performance of all the terms, covenants and agreements contained
in the Bonds, the Indenture, the Agreement, the Bond Purchase
Agreement, and the Guaranty 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 Official 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 Indenture.
Section 14. The Mayor of the Issuer is hereby designated 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 designated and authorized
to act on behalf of the Issuer as alternate Issuer
Representatives.
Section 15. This Resolution shall be in full force and
effect from and after its passage.
Adopted by the City Council on January -.L, 1990.
e motion for the adoption for the foregoing Resolution was duly seconded by Councilmember
tur, and upon vote being taken thereon, the following voted in favor thereof Mayor
ergman, Councilmembers Helliwell, Ricker and Zitur. The following voted against or
abstained: Councilmember Vasiliou. Whereupon the Resolution was declared duly passed and
adopted.
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