Loading...
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 -1- 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 -2- 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 -3- 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 -4- 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 -5- 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. -6-