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HomeMy WebLinkAboutCity Council Resolution 1992-574Extract of Minutes of Meeting of the City Council of the City of Plymouth, Minnesota Pursuant to due call -and notice thereof, a regular meeting of the City Council of the City of Plymouth, Minnesota was duly held at the City Hall in said City on Monday, the 21st day of September, 1992, at 7 o'clock P.M. The following members were present: Mayor Bergman, Councilmembers Edson, Helliwell, and Tierney and the following were absent: Counc i lmember vas i 1 iou Member Helliwell introduced the following resolution and moved its adoption: RESQUITION NO. 92-574 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,750,000 MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (LANCASTER VILLAGE APARTMENTS PROJECT'), SERIES 1992 TO FINANCE A PROJECT The motion for the adoption of the foregoing resolution was duly seconded by member Edson and upon vote being taken thereon the following voted in favor thereof: Mayor Bergman, Councilmembers Edson, Helliwell, and Tierney and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 641114 RESOLUTION NO. 92-574 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3,7S0,000 MULTIFAMILY HOUS: 1G REVENUE REFUNDING BONDS (LANCASTER VILLAGE APARTMENTS PROJECT), SERIES 1992 TO FINANCE A PROJECT BE IT RESOLVED by the Council of the City of Plymouth, Minnesota, as follows: 1. The Council has received a proposal from Gary S. Holmes and Harold Roitenberg, Trustees of the Lanvilar Trust, created under Agreement and Declaration of the Lanvilar Property Trust effective as of the date of issuance of the Bonds described below (the "Borrower") that the City undertake to refinance an existing tax-exempt Note and finance a certain Project as herein described, pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), through issuance by the City of its $3,750,000 Multifamily Housing Revenue Refunding Bonds (Lancaster Village Apartments Project), Series 1992 (the "Bonds"). 2. It is proposed that, pursuant to a Loan Agreement dated as of October 1, 1992, between the City and the Borrower (the "Loan Agreement"), the City loan the proceeds of the Bonds to the Borrower to refund the outstanding principal balance of the $3,750,000 Housing Development Revenue Note (Lancaster Village Apartments Project) issued by the City on December 30, 1983 (the 'Prior Note") (the 'Project'). The basic payments to be made by the Borrower under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of; premium, if any, and interest on the Bonds when due. It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to First Trust National Association in Saint Paul, Minnesota (the 'Trustee") as security for payment of the Bonds under an Indenture of Trust dated as of October 1, 1992 (the "Indenture"). Payment of the Bonds is initially secured by an irrevocable Letter of Credit to be issued by First Bank National Association in favor of the Trustee in an amount equal to the principal amount of the Bonds plus certain additional interest thereon. The Bonds are intended to be placed with accredited investors by Miller & Schroeder Financial, Inc. (the'Placement Agent', pursuant to an Offering Memorandum (the "Memorandum"). 3. Forms of the following documents will be executed by the City in connection with issuance of the Bonds: (a) The Loan Agreement; (b) The Indenture; (c) The Custodial Agreement; and 641114 0 Resolution No. 92-574 (d) The Bond Purchase Agreement. The use of the Memorandum is hereby approved, but the City takes no responsibility for any of the information contained therein. 4. It is hereby found, determined and declared that: (a) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (b) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of; premium, if any, and interest on the Bonds issued under the Indenture when due, and the Loan Agreement and Indenture also provide that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof j and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Loan Agreement and Indenture; and (c) under the provisions of Minnesota Statutes, Section 469.155, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereoP, and, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 5. The forms of the Loan Agreement, Indenture, Custodial Agreement and Bond Purchase Agreement and exhibits thereto shall be subject to the final approval of the City Attorney. The Loan Agreement, Indenture, Custodial Agreement and Bond Purchase Agreement are directed to be executed in the name and on behalf of the City by the Mayor and the Acting City Manager. Any other documents and certificates necessary to the transaction described above shall be executed and delivered by the appropriate City officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Loan Agreement and Indenture. 641114 Resolution No. 92-574 6. The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The offer of the Placement Agent to place the Bonds for sale as of the date of issuance of the Bonds at par plus accrued interest to the date of delivery at the interest rate or rates determined by the Placement Agent as remarketing agent in accordance with the terms of the Indenture is hereby accepted The Mayor and Acting City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the bond purchaser indicated by the Placement Agent. 7. The Mayor and Acting City Manager and other officers of the City are authorized and directed to prepare and furnish to the Placement Agent on behalf of the bond purchaser certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 8. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute said documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or Acting City Manager, any of the documents authorized by this resolution to be executed may be executed by the acting Mayor or the designee of the Acting City Manager, respectively. Adopted: September 21, 1992 ATTEST City Clerk (SEAL) 641114 3 Mayor STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF PLYMOUTH I, the undersigned, being the duly qualified and acting Clerk of the City of Plymouth, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to the authorization of the issuance of the $3,750,000 Multifamily Housing Revenue Refunding Bonds (Lancaster Village Apartments Project), Series 1992. WITNESS my hand and the seal of said City this 7thday of October 1992 1992. (SEAL) 641114 4 City Clerk