HomeMy WebLinkAboutCity Council Resolution 1989-282ASIC LOAN #20118
May 22, 1989
CITY OF PLYMOUTH, MINNESOTA
RESOLUTION NO. 89- 282
Authorizing the issuance of the City of
Plymouth, Minnesota, Multifamily Housing
Development Revenue Refunding Bonds (Fox
Forest Apartments Project), Series 1989, in
the aggregate principal amount not to exceed
$8,600,000.
WHEREAS, the City of Plymouth (the "City"') is a statutory
city duly organized and existing under the Constitution and laws
of the State of Minnesota; and
WHEREAS, pursuant to the Constitution and laws of the State
of Minnesota, particularly Minnesota Statutes, Chapters 462A and
462C, as amended (the "Acts"'), the City is authorized to carry
out the public purposes described therein and contemplated
thereby by issuing its revenue bonds to refund bonds issued to
defray, in whole or in part, the development costs of a rental
housing development, and by entering into any agreements made in
connection therewith and pledging them as security for the
payment of the principal of and interest on any such revenue
bunds (the "Program"'); and
WHEREAS, the issuance of the Multifamily Housing Development
Revenue Refunding Bonds (Fox Forest Apartments Project), Series
1989 (the 'Bonds"), of the City in the aggregate principal amount
of $8,600,000, the loan of the proceeds derived from the sale of
the Bonds to Cheyenne Land Company, a Minnesota general
partnership (the "Owner'), pursuant to the terms of the Loan
Agreement, dated as of June 1, 1989, between the City and the
Owner (the "Loan Agreement"), and the application of such loan
proceeds, together with other funds of the Owner, to the
refunding of the $9,190,000 City of Plymouth, Minnesota,
Multifamily Housing Development Revenue Bonds (Fox Forest
Apartments Project), Series 1984 (the "Series 1984 Bonds"), will
further the purposes of the Acts and the provision of rental
housing in the City for persons of moderate income; and
WHEREAS, pursuant to the Acts, the City proposes to
undertake the Program, and for the financing thereof, to
authorize, issue and sell the Bonds; and
WHEREAS, neither the City nor the State of Minnesota or any
political subdivision thereof shall be liable on the Bonds, and
the Bonds shall not be a debt of the City, the State of
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Minnesota, or any political subdivision thereof, and in any event
shall not give rise to a charge against the general credit or
taxing power of the City, the State of Minnesota, or any
political subdivision thereof (including without limitation the
City), and shall not be payable out of any funds or properties
other than those of the City provided as security by the terms
hereof;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PLYMOUTH, MINNESOTA:
Section 1. For the purpose of refunding the Series 1984
Bonds, there Is hereby authorized the issuance of the Bonds of
the City in an amount equal to $8,600,000. The Bonds shall be
in such principal amount, shall mature, shall bear interest,
shall be in such denomination, shall be numbered, shall be dated,
shall be subject to redemption prior to maturity, shall be in
such form, and shall have such other details and provisions as
are prescribed in the Bond, substantially in the form on file
with the Clerk on the date hereof.
Section 2. The Bonds shall be special limited obligations
of the City payable solely from the revenues of the Program. The
Bonds do not constitute a debt of the City, nor does the City
pledge in full faith and credit in regard to the issuance of the
bonds. The City Council of the City hereby authorizes and
directs the Mayor of the City (the "Mayor") and the City Manager
(the OCity Manager"') to execute, under the corporate seal of the
City, the Bonds, and to deliver the Bonds to the purchaser or
purchasers.
All of the provisions of the Bonds, when executed 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 Bonds shall be
substantially in the form on file with the City Clerk of the City
(the "Clerk") on the date hereof, and are hereby approved, with
such necessary and appropriate variations, omissions, and
insertions as do not materially affect the substance of the
transaction and as the Mayor and City Manager, in their
discretion, with the advise of the City Attorney, shall
determine; provided that the execution thereof by the Mayor and
City Manager shall be conclusive evidence of such determination.
Section 3. The Mayor and the City Manager are hereby
authorized and directed to execute and deliver the Loan Agreement
and, when executed and delivered as authorized herein, the Loan
Agreement 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 Loan Agreement shall be substantially
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in the form on file with the Clerk on the date hereof, and is
hereby approved, with such necessary variations, omissions, and
insertions as do not materially affect the substance of the
transaction and as the Mayor and the City Manager, in their
discretion, with the advise of the City Attorne%, shall
determine; provided that the execution thereof by the Mayor and
City Manager shall be conclusive evidence of such determination.
Section 4. The Mayor and the City Manager are hereby
authorized and directed to accept and execute Amendment Number
One to the Land Use Restriction Agreement (the 'Amendment")
between the City, the Trustee and the Owner and, when executed
and delivered as authorized herein, the Amendment 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
Amendment shall be substantially in the form on file with the
Clerk on the date hereof, and is hereby approved, with such
necessary variations, omissions, and insertions as do not
materially affect the substance of the transaction and as the
Mayor and the City Manager, in their discretion, with the advise
of the City Attorney, shall determine; provided that the
execution thereof by the Mayor and the City Manager shall be
conclusive evidence of such determination.
Section 5. The Mayor and the City Manager are hereby
authorized and directed to execute and deliver the Assignment of
Loan Agreement, dated as of June 1, 1989, among the City, the
purchaser of the Bonds (the 'lender"'), and the Owner (the
"'Assignment'), and the Escrow Agreement, dated as of June 1,
1989, among the City, First Trust National Association, and the
Owner (the "Escrow Agreement"), and when executed and delivered
as authorized herein, the Assignment and Escrow Agreement shall
be deemed to be a part of this resolution as fully and to the
same extent as if incorporated herein and shall be in full force
and effect from the date of execution and delivery thereof. The
Assignment and Escrow Agreement shall be substantially in the
forms on file with the Clerk on the date hereof, and are hereby
approved, with such necessary variations, omissions, and
insertions as do not materially affect the substance of the
transaction and as the Mayor and the City Manager, in their
discretion, with the advise of the City Attorney, shall
determine; provided that the execution thereof by the Mayor and
City Manager shall be conclusive evidence of such determination.
Section 6. The Combination Mortgage, Security Agreement,
and Fixture Financing Statement, dated as of June 1, 1989,
executed by the Owner, and the Assignment of Rents and Leases,
dated as of June 1, 1989, executed by the Owner, shall be
substantially in the forms on file with the Clerk on the date
hereof, and are hereby approved, with such necessary variations,
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omissions, and insertions as do not materially affect the
substance of the transaction and as the Owner and the Leader
shall determine.
Section 7. The Guaranty Agreement, dated as of June 1,
1989, executed by Richard Neslund and Mabeth Neslund, is hereby
approved in the form now on file with the Clerk.
Section 8. All covenants, stipulations, obligations,
representations, and agreements of the City contained in this
resolution or contained in the Loan Agreement, Amendment, or
other documents referred to above shall be deemed to be the
covenants, stipulations, obligations, representations, and
agreements of the City to the full extent authorized or permitted
by law, and all such covenants, stipulations, obligations,
representations, and agreements shall be binding upc; she City.
Except as otherwise provided in this resolution, ti3 rights-
powers and privileges conferred, and duties and !.;abilities
imposed upon the City or the City Council members ther:_af by the
provisions of this resolution or of the Loan Agreement, the
Amendment, or other documents referred to above shall be
exercised or performed by the City, or by such members, officers,
board, body or agency as may be required or authorized by law to
exercise such powers and to perform such duties. No covenant,
stipulation, obligation, representation, or agreement herein
contained or contained in the Loan Agreement, the Amendment, or
other documents referred to above shall be deemed to be a
covenant, stipulation, obligation, representation, or agreement
of any officer, agent or employee of the City in that person's
individual capacity, and neither the members of the City Council
of the City nor any officer or employee 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 9. Except as herein otherwise expressly provided,
nothing in th s resolution, expressed or implied, is intended or
shall be construed to confer upon any person, firm or corporation
other than the City, the holders of the Bonds, and the Owner, any
right, remedy, or claim, legal or equitable, under and by reason
of this resolution or any provision hereof, all of such
provisions being intended to be and being for the sale and
exclusive benefit of the City, the holders from time to time of
the Bonds issued under the provisions of this resolution, and the
Owner.
Section 10. In case any one or more of the provisions of
this resolution or 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 or of the Bonds, but this resolution and the Bonds
shall be construed as if such illegal or invalid provision had
not been contained therein.
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Section_ 11. All acts, conditions, and things req'Vired by
the laws of the State of Minnesota, relating to the adoption of
this resolution, to the issuance of the Bonds, and to the
execution of the other documents referred to above to happen,
exist, and 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 other documents referred to
above have happened, exist, and have been performed as so
required by law.
Section 12. The City Council of the City, officers of the
City, and attorneys and other agents or employees of the City are
hereby authorized to do all acts and things required of them by
or in connection with this resolution and the Indenture and the
other documents referred to above for the :ull, punctual, and
complete performance of all the terms, covenants, and agreements
contained in the Bonds and the other documents referred to above,
and this resolution.
Section 13. The Mayor and the City Manager are authorized
and d rected to execute and deliver any and all certificates,
agreements or other documents which are required by the Loan
Agreement, or any other certificates or documents which are
deemed necessary by bond counsel to evidence the validity or
enforceability of the Bonds, or the other document referred to in
this Resolution, or to evidence compliance with Section
. 103 (b) (4) (A) of the Internal Revenue Code of 1954, as amended or
Section 148 of the Internal Revenue Code of 1986, as amended; and
the Mayor and the City Manager are hereby designated as officers
and the City for the purposes of executing any Certificate of the
City; and all such agreements or representations when made shall
be deemed to be agreements or representations, as the case may
be, of the City.
Section 14. If for any reason the Majorof the City is
unable to execute and deliver those documents referred to in this
Resolution any other member of the City Council of the City may
execute and deliver such documents with the same force and effect
as if such documents were executed by the Mayor. If for any
reason the City Manager or the Clerk of the City are unable to
execute and deliver the documents referred to in this Resolution,
such documents may be executed and delivered by any other member
of the City Council or the City Clerk with the same force and
effect if such documents were executed and delivered by the City
Manager or City Clerk of the City.
Section 15. All costs incurred by the City in connection
with the issuance, sale and delivery of the bonds or any other
agreement or instrument relative to the Bonds, whether or not
actually issued or delivered, shall be paid by the Owner or
reimbursed by the owner of the City.
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Section 16. This resolution shall be in full force and
effect from and after its passage.
Passed and adopted by the Council of the City of Plymouth,
Minnesota, at a regular meeting of the Council held the 5th day
of June, 1989.
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