Loading...
HomeMy WebLinkAboutCity Council Resolution 1993-485RESOLUTION NO. 93_485 A RESOLUTION OF THE CITY OF PLYMOUTH. MINNESOTA AUTHORIZING THE ISSUANCE OF ITS MULTIFAMILY HOUSING REVENUE BONDS (HARBOR LANE APARTMENTS PROJECT). SERIES 1993 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $9.135.000. WHICH BONDS AND THE INTEREST AND PREMIUM THEREON, IF ANY, SHALL BE PAYABLE SOLELY FROM THE REVENUES OF THE PROGRAM; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE BONDS; APPROVING A FORM OF FINAL OFFICIAL STATEMENT AND PROVIDING FOR THE SECURITY. RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS. WHEREAS, the City of Plymouth. Minnesota (the "Issuer") is a home rule charter 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. Chapter 462C. as amended (the "Act"). the Issuer is authorized to carry out the public purposes described therein and contemplated thereby in the financing of housing within its boundaries. by issuing revenue bonds 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 by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds (the "Program"); and WHEREAS. the Issuer developed and adopted a housing plan pursuant to and in conformance with the Act after the public hearing required by the Act; and WHEREAS. on July 12. 1993. the Issuer held a public hearing with respect to and adopted a bond financing program (the "Program") for financing the acquisition and rehabilitation of an existing multifamily housing development (the "Project"), after publication of notice of such hearing in a newspaper of • Res. 93-485, Page 2 general circulation in the City of Plymouth at least 15 days before the hearing and provision of notice to the Metropolitan Council; and WHEREAS, the Issuer has received an allocation of bonding authority for the Project in the amount of $9,135,000 from the Minnesota Department of Finance; and WHEREAS, pursuant to the Act and the Indenture of Trust (the "Indenture") dated as of September 1, 1993 between the Issuer and BankAmerica National Trust Company, New York, New York (the "Trustee"), the Issuer proposes to undertake the Program to finance the acquisition and rehabilitation of the Project in the City of Plymouth, to be owned by OPR Limited Partnership and for the financing thereof, to authorize, issue and sell its Multifamily Housing Revenue Bonds (Harbor Lane Apartments Project), Series 1993 in an aggregate principal amount not to exceed $9,135,000 (the "Bonds") payable solely from the amounts pledged i therefor under the Indenture; and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) shall be liable on the Bonds, and the Bonds shall not be a debt of the Issuer or the State of Minnesota or any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture). and in any event shall not give rise to a charge against the credit or taxing power of the Issuer. Hennepin County (the "County"). the State of Minnesota. or any political subdivision thereof; and NOW. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH. MINNESOTA THAT: 5e4n 0 Res. 93-285, page 3 Section 1. The Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City of Plymouth is dependent upon the maintenance, provision, and preservation of an adequate housing stock, which is affordable to persons and families of low or moderate income, that accomplishing this is a public purpose, and that many would-be providers of housing units in the City of Plymouth are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit. The Issuer also hereby finds, determines and declares that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis/St. Paul Metropolitan Statistical Area and that at least 20 percent of the dwelling units to the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of 50 percent of the median family income. Section 2. The City Council of the Issuer further finds, determines. and declares that the purpose of the Program is to issue the Bonds, the proceeds of which will be used to finance the acquisition and renovation of the Project for occupancy in part by persons of low and moderate income. Section 3. For the purpose of financing the Program there is hereby authorized the issuance of the Bonds. The Bonds shall bear interest at such rates, shall be 1n such denomination, shall be numbered. shall be dated. shall mature. shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the Indenture hereinafter referred to. -3- e • Res. 93-485, page 4 Section 4. The Bonds shall be special obligations of the Issuer payable solely from the revenues of the Program, in the manner provided in the Indenture. The Bonds do not constitute an indebtedness. liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the Issuer, the County, the State of Minnesota, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager•) to execute under the corporate seal of the Issuer, the Indenture, and to deliver to said Trustee the Indenture. and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants. rights. obligations, duties, and agreements of the bondholders. the Issuer, and the Trustee as set forth therein. The Mayor is hereby authorized to approve changes to the maturity schedules and mandatory sinking fund payment schedules for the Bonds set forth in the Indenture. the Bond Purchase Agreement and the Official Statement, provided that the maturity date for any Bond shall not be later than the date set forth in the form of the Indenture. The Mayor is hereby authorized to approve the final interest rate for the Bonds at an average annual rate not exceeding six and one-half percent (6.50%) per annum unless otherwise set forth in the Indenture. the Official Statement and the Bond Purchase Agreement. All of the provisions of the Indenture. 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 Indenture shall be substantially in the form on file with the Issuer on the date hereof. and -4- • • Res. 93-485, page 5 is hereby approved, with such changes as shall be approved by the Mayor i pursuant to this section, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 5. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement") from Piper Jaffray Inc. (the "Underwriter"). All of the provisions of the Bond Purchase 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 Bond Purchase Agreement shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor pursuant to Section 4 hereof, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 6. The Mayor and the City Manager are hereby authorized and directed to execute the Loan Agreement with OPR Limited Partnership (the "Developer"). 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 5711 Res. 93-485, page 6 effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the Issuer on the date hereof, which are hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 7. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Regulatory Agreement with the Developer and the Trustee and, when executed and delivered as authorized herein, the Regulatory 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 6elivery thereof. The Regulatory Agreement shall be substantially in the form on file with the Issuer on the date hereof, which is hereby approved, with such necessary variations, omissions. and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 8. The Mayor and the City Manager are hereby authorized and directed to accept and execute an intercreditor agreement (the "Intercreditor Agreement") providing for certain rights among the Issuer. the Trustee and the other creditors of the Project, a low income housing agreement (the "Low Income Housing Agreement") between the Issuer and the Developer, and an arbitrage compliance agreement (the "Compliance Agreement") providing for monitoring of compliance with the rebate and investment requirements set forth 1n the Indenture, the forms to be approved by the Mayor, provided that the —6— • Res. 93-485, page 7 execution of the Indenture by the Mayor shall be conclusive evidence of such determination. Section 9. All covenants, stipulations, obligations. representations, and agreements of the Issuer contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, 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 by the provisions of this resolution or of the Indenture or other documents referred to above shall be exercised or performed by the Issuer, or by such 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 Indenture 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 Issuer in that person's individual capacity, and neither the City Councilmembers of the Issuer 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 10. 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, firm, or corporation other than the Issuer, and the Trustee, as fiduciary for owners of the Bonds, any right. remedy, or claim, legal or equitable, under and by reason of this resolution —7— • Res. 93-485, page 8 or any provision hereof or of the Indenture or any provision thereof; this I 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 Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture. and the Developer to the extent expressly provided in the Indenture. Section 11. In case any one or more of the provisions of this resolution or of the Indenture 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 Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture. the pledge of revenues derived from the Program referred to in the Indenture, the pledge of collateral derived from the Program referred to in the Indenture. the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other monies are all commitments. obligations, and agreements on the part of the Issuer contained in the Indenture. and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer to create such funds and to apply said revenues, other monies. and proceeds of the Bonds for the purposes, in the manner. and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Indenture. 0 Res. 93-485, page 9 Section 12. All acts, conditions, and things required 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 Indenture and 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 Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 13. The City Councilmembers of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, convenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 14. The Issuer hereby approves the form and authorizes the use of the Underwriter in connection with the sale of the Bonds of the final Official Statement, in substantially the form of the Official Statement on file with the Issuer as of the date hereof; provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this Board on the date hereof and with such changes as shall be necessary, in the opinion of legal council, to comply with applicable securities laws. The Official Statement is the sole material authorized by the Issuer for use in connection with the offer and sale of the Bonds, except that copies of the documents referenced above may be provided upon request. -9- J Res. 93-485, page 10 Section 15. The Mayor and the City Manager are hereby designated and 1 authorized to execute the Officers' Certificate, as defined in the Indenture, and to take such other administrative action as is permitted or required by the Indenture, the Loan Agreement, the Intercreditor Agreement, the Low Income Housing Agreement, the Compliance Agreement, the Bond Purchase Agreement, and the Regulatory Agreement. Section 16. The Mayor and the City Manager of the Issuer are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Intercreditor Agreement, the Compliance Agreement, the Regulatory Agreement, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this Resolution, or to evidence compliance with Section 142(d) of the Internal Revenue Code of 1986, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section 17. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the Issuer 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 of the Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager. -10- Res. 93-485, page 11 ' Section 18. This resolution shall be in full force and effect from and after its passage. 7305P PASSED AND APPROVED this 30th day of August , 1993. THE CITY OF PLYMOUTH, MINNESOTA -11- •