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
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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
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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:
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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.
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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
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Res. 93-485, page 5
is hereby approved, with such changes as shall be approved by the Mayor
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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
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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
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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
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or any provision hereof or of the Indenture or any provision thereof; this
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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.
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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.
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Section 15. The Mayor and the City Manager are hereby designated and
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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.
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' Section 18. This resolution shall be in full force and effect from and
after its passage.
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PASSED AND APPROVED this 30th day of August , 1993.
THE CITY OF PLYMOUTH, MINNESOTA
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