HomeMy WebLinkAboutCity Council Resolution 1996-126F,
City of Plymouth, Minnesota
Resolution Number 96-126
A resolution of the City Council of the City of Plymouth, Minnesota, approving
an amended and restated housing program; authorizing the issuance, sale, and
delivery of Multifamily Housing Revenue Refunding Bonds (Fox Forest
Apartments Project), Series 1996, in the original aggregate principal amount of
up to $8,440,000, and Taxable Multifamily Housing Revenue Bonds (Fox Forest
Apartments Project), Series 1996, in the original aggregate principal amount of
up to $3,060,000, which bonds and the interest and any premium thereon shall
be payable solely from the revenues derived from the Guaranteed Mortgage
Pass-through Certificate issued by the Federal National Mortgage Association
and other revenues pledged pursuant to the Indenture of Trust; approving the
form of and authorizing the execution and delivery of the Indenture of Trust, the
Bond Purchase Agreement, the Financing Agreement, the Regulatory
Agreement, the Continuinp Maintenance Agreement, and the Preliminary
Official Statement and Official Statement; approving the form of and
authorizing the execution and delivery of the Bonds; and providing for the
securities, rights, and remedies of the holders of the 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 Mimxsota Statutes, Chapters 462A and 462C, as amended (collectively, the
"Acts"), the Issuer is authorized to issue its revenue bonds or obligations in such principal
amount as, in the opinion of the Issuer, is necessary to provide sufficient funds for
achieving the purposes of the program and a multifamily housing development, including
the payment of interest on the bonds and obligations of the Issuer, the establishment of
rr mes to secure such bonds and obligations, and the paymeni of all other expenditures
of the Issuer incident to and necessary or convenient to cavy out the purposes of a
program and the multifamily housing development, as well as to issue bonds or notes for
the purpose of refunding any bonds or notes of the Issuer then outstanding; and
WHEREAS, the issuer has heretofore issued its Multifamily Housing
Development Revenue Refitnding Bonds (Fox Forest Apartments Project), Series 1989
(the 1989 Bonds"), the proceeds of which were loaned to Cheyenne Land Company to
finance a 160 -unit multifamily rental housing facility located within the jurisdictionul
boundaries of the Issuer (thc "Project"); and
WHEREAS, on the date hereof the issuer held a public hearing relating to the
adoption of an amended and restated housing program with respect to the Project (die
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"Program") pursuant to and in conformity with the Acts after publication of notice in a
newspaper circulating generally within the jurisdictional boundaries of the Issuer, at least
fifteen (15) days before the date of the hearing, as required by the Acts; and
WHEREAS, on or prior to the date of publication of such notice, the Program was
submitted to the Metropolitan Council, and the Metropolitan Council presented its
favorable comments to the Issuer, by letter dated February 6, 1996; and no material
changes or changes inconsistent with the Metropolitan Council comments were made to
the Program; and
WHEREAS, the Issuer has developed the Program to provide a means of
f►nt.rtcing decent, safe, and sanitary housing for low and moderate income residents of the
City at rents they can afford. and further (1) to provide for and promote the public health,
safety, morals, and welfare; (2) to provide for efficient and well -panned urban growth
and development, including the elimination and prevention of potential urban blight, and
the proper coordination of industrial facilities with the public services, mass
transportation and multifamily housing developments and (3) to assist persons of low and
moderate income in obtaining safe and sanitary housing at rents which they can afford,
which constitute valid public purposes for the issuance of revenue bonds under the Acts
(as hereinafter defined); and
WHEREAS, on or prior to the date hereof, Cheyenne Land Company has
transferred all interest in the Project to Fox Forest Limited Partnership, a Minnesota
limited partnership (the "B.)rrower"); and
WHEREAS, the Issuer proposes to finance the Program, including the refinancing
of the Proje:;t pursuant to the Acts and this Resolution by the issuance of its Multifamily
Housing Revenue Refunding Bonds (Fox Forest Apartments Project), Series 1996 (the
"Tax Exempt Bonds"), in the original aggregate principal amount of up to $6,440,000,
and Taxable Multifitmily Housing Revenue Bonds (Fox Forest Apartments Prgiect),
Sed: s 1996 (the "Taxable Bonds"), in the original aggregate principal amount of up to
$3,060,000 (hereinafter referred to collectively as the "Bonds"); and
WHEREAS, the Bonds will be issued under an Indenture of Trust, as hereinafter
defined; and will be secured by a Guaranteed Mortgage Pass-through Certificate issued
by the Federal National Mortgage Association (the "Pass-through Certificate") and a
pledge and assignment of certain other revenues, all in accordance with the terms of the
Indenture of Trust, and the Bonds and the interest on the Bonds shall be payable solely
from the 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 the Bonds
constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general
credit of taxing powers and shall not constitute a charge, lien, or encumbrance, legal or
equitable, upon any property of the issuer other than the Issuer's interestIn said Project;
and
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WHEREAS, in order to comply with the requirements of Section 147(f) of the
Internal Revenue Code of 1986, as amended, on December 1.9, 1995, the City Council
held a public hearing, after publication of notice thereof in a newspaper of general
circulation in the City at least fourteen (14) days before the hearing, and adopted its
Resolution No. 95-782, providing preliminary approval to the issuance of the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PLYMOUTH, MINNESOTA, AS FOLLOWS:
1. The Program, as amended and restated, for the Project is hereby in all
respects adopted.
2. For the purpose of refinancing the acquisition, construction and
installation of the Project and related costs of the Program, including the payment of
interest on the Bonds and the payma.'. 4 all other expenditures of the Issuer incident to
and necessary or convenient to carry out the purposes of the Program and the Project,
there is hereby authorized the issuance, sale and delivery of tax-exempt and taxable
Bonds in the original aggregate principal amount not to exceed S 11,500,000, the proceeds
of which shall be applied to the redemption of the 1989 Bonds and to the payment of
other costs related to the Program and Project. The Bonds shall be in such principal
amounts of tax-exempt and taxable bonds, shall be numbered, shall be dated, shall
mature, shall be subject to redemption prior to maturity, and shall be in such form and
have such other details and provisions as are prescribed in the Indenture of Trust, dated as
of March 1, 1996 (the "Indenture"), between the Issuer and First Trust National
Association, as trustee (the "Trustee"), substantially in the form now on file with the
Issuer. The Tax Exempt Bonds shall bear interest at the rates established by the
marketing of the Bonds; provided that no interest rate shall exceed six and one-half
percent per annum. The Taxable Bonds shall bear interest at the rates established by the
marketing of the Bonds; provided that no interest rate shall exceed nine percent per
annum. Notwithstanding the preceding, the Mayor may establish or change the maturity
dates for the Bonds, the principal amount of the Bonds maturing on any date of maturity,
the principal amounts of the Bonds subject to redemption, and the dates of redemption of
the Bonds. The forms of the Bonds included in the Indenture aro approved in sub4tandally
the fomut in the Indenture, subject to such changes not inconsistent with this resolution and
applicable law, and subject to such changes that are approved by the Mayor of the Issuer.
The issuance and delivery of the Bonds shall be conclusive evidence that the Mayok has
approved all provisions of the Bonds as issued and any changes to the forms of the Bonds
on file with the Issuer on the date hereof.
3. The Bonds shall be special oblig+►tions of the Issuer payrble solely fibm
the revenues provided by the Pass-through Certificate and other funds pladged pursuant
to the Indenture. The City Council of the Issuer hereby authorizes end carects the Mayor
and the City Manager of the Issuer (the "Mayor" and the "Manager," respectively) to
execute and deliver the Indenture, and hereby authorizes and directs the execution of the
Bonds in accordance with the Indenture, and hereby providrs that the Indenture shall
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provide the forms and conditions, covenants, rights, obligations, dudes, and agreements
of the bondholders, the Issuer, and the Trustee, as set forth therein.
All 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 of the Indenture. The Indenture shall be substantially in the form now on file
with the Issuer, with such necessary and appropriate variations, omissions, and insertions
as do not materially change the substance thereof, or as the Mayor, in the Mayor's
discretion, shall determine, and the execution thereof by the Mayor shall be conclusive
evidence of such determination.
4. The Mayor and Manager are hereby authorized and directed to execute and
deliver the Regulatory Agreement, dated as of March 1, 1996, by and among the Issuer,
the Trustee and the Rorrower (the "Regulatory Agreement"), and the Continuing
Maintenance Agreement, dated as of March 1, 1996, by the Borrower to the Issuer and
the Trustee (the "Maintenance Agreement"). All of the provisions of the Regulatory
Agreement and the Maintenance 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 hill force and effect from the date of
execution and delivery of the Regulatory Agreement and the Maintenance Agreement.
The Regulatory Agreement and the Maintenance Agreement shall be substantially in the
forms now on file with the Issuer, with such variations, omissions, and insertions as do
not materially change the substance thereof, or as the Mayor, in the Mayor's discretion,
shall determine, and the execution thereof by the Mayor shall be conclusive evidence of
such determination.
S. The Mayor and Manager are hereby authorized and directed to execute and
deliver the Financing Agreement, dated as of March 1, 1996 (the "Financing
Agreement"), among the Issuer, the Trustee, the Borrower, and Berkshire Mortgage
Finance Limited Partnership (the "Lender"), providing for the loan of the proceeds of the
Bonds to the Borrower. All of the provisions of the Financing Agreement, when
executed and delivered as authorized herein, shall be deemed to be a part of this
Resolution as hilly and to the same extent as if incorporated verbatim herein and shall be
in hill force and effect from the date of execution and delivery of the Financing
Agreement. The Financing Agreement shall be substantially in the form now on file with
the Issuer with such variations, omissions, and insertions as do not materially change the
substance thereof, or as the Mayor, in the Mayor's discretion, shall determine, and the
execution thereof by the Mayor shall be conclusive evidence of such determination.
6. The Mayor and Manager are hereby authorized and directed to execute the
Bond Purchase Agreement, among the Issuer, Miller & Schroeder Financial, Inc. (the
"Underwriter"), and the Borrower (the "Bond Purchase Agreement"), 'relating to the
Bonds, 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
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to the same extent as if incorporated verbatim herein and shall be in full foie:e and effect
from the date of execution and delivery of the Bend Purchase Agreement. The Bond
Purchase Agreement shall be substantially in the form now on file with the Issuer, with
such necessary and appropriate variations. omissions, and insertions as do not materially
change the substance thereof, or as the Mayor, in the Mayor's discretion, shall determine,
and the execution thereof by the Mayor shall be conclusive evidence of s4ch
determination.
7. The Trustee is hereby appointed the custodian of the funds and accounts
created under the Indenture and the paying agent and bond registrar with respect to the
Bonds.
8. The Mayor, Manager, and Clerk of Issuer (the "Clerk") are hereby
authorized to execute and deliver, on behalf of the Issuer, such other certificates,
instruments, and other documents as are necessary, customary, or appropriate in
connection with the issuance, sale, and delivery of the Bonds, or are necessary to
establish the validity or enforceability of the Bonds, or are required by Bond Counsel to
establish the validity or enforceability of the Bonds or the exclusion from gross income of
interest on the Bonds for purposes of Federal and State of Minnesota income taxation
(including a certificate as to the status of the Bonds as "arbitrage bonds," an Information
Return for Tax -Exempt Private Activity Bonds Issues, Form 8038 (Rev. March 1995),
UCC -1 financing statements, and, if necessary, a Blanket Issuer Letter of Representations
to The Depository Trust Company).
9. The Mayor, Manager, and Clerk are hereby authorized to execute and
deliver, on behalf of the Issuer, such instruments as may be necessary and appropriate to
effect the transfer of the Multifamily Note (the "Note") and the Multifamily Mortgage,
Assignment of Rents and Security Agreement (the "Mortgage") to the Lender in
connection with the Trustee's receipt of the Pass-through Certificate. The Trustee is
hereby authorized to accept the Pass -Through Certificate from the Federal National
Mortgage Association.
10. The Issuer hereby consents to the distribution of the Preliminary Official
Statement relating to the Bonds (the "Preliminary Official Statement"), substantially in
the form now on file with the Issuer. The Issuer hereby consents to the use by the
Underwriter of the final Official Statement (the "Official Statement") in connection with
the offer and sale of the Bonds. The final Official Statement shall be prepared
substantially in the form of the Preliminary Official Statement described above; provided
that the Mayor may consent to such variations, omissions, and insertions as are necessary
to comply with the securities laws of the United States and of the State of Minnesota.
The Preliminary Official Statement and the Official Statement are the sole materials
consented to by the Issuer for use in connection with the offer and sale of the Bonds.
11. All covenants, stipulations, obligations, and agreements of the Issuer
contained in this resolution and the aforementioned certificates, instruments, and
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documents 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. No covenant,
stipulation, obligation, or agreement herein contained or contained in the aforementioned
Pertificates, instruments, or documents shall be deemed to be a covenant, stipulation,
obligation, or agreement of any member of the City Council of the Issuer, 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 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.
No provision, covenant, or agreement contained in the aforementioned
certificates, instruments, or documents, or in the Bonds, or in any other document related
to the Bonds, and no obligation thereit, or herein imposed upon the Issuer or the breach
thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge
upon its general credit or taxing power.. In making the agreements, provisions,
covenants, and representations set forth in such documents, the Issuer has not obligated
itself to pay or remit any funds or revenues, other than funds and revenues derived from
the Financing Agreement which are to be applied to the payment of the Bonds, as
provided therein and in the Indenture.
12. Except as herein otherwise expressly provided, nothing in this resolution
or in the aforementioned documents expressed or implied, is intended or shall be
construed to confer upon any person or firm or corporation, other than the Issuer or any
holder of the Bonds issued under the provisions of this resolution any right, remedy, or
claim, legal or equitable, under and by reason of this resolution or any provision hereof;
this resolution, the aforementioned documents and all of their provisions being intended
to be and being for the sole and exclusive benefit of the Issuer and any holder from time
to time of the Bonds issued under the provisions of this resolution.
13. In case any one or more of the provisions of this resolution, or of the
aforementioned documents, 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 aforementioned documents, or of the Bonds, but this resolution,
the aforementioned documents, and the Bonds shall be construed and endorsed as if such
illegal or invalid provision had not been contained therein.
14. The Bonds, when executed and delivered, shall contain a recital that they
are issued pursuant to its home rule charter and the Acts, and such recital shall be
conclusive evidence of the validity of the Bonds and the regularity vOthe issuance thereof
and that all acts, conditions, and things required by the laws of the State of Minnesota
relating to the adoption of this resolution, to the issuancr, of the Bonds, and to the
execution of the aforementioned documents to happen, exist, and be performed precedent
to and in the enactment of this resolution, and precedent to issuance of the Bonds, and
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precedent to the execution of the aforementioned documents have happened, exist, and
have been per brined as so required by law.
15. 'Ii:e officers of the Issuer and its attorneys, agents and employees are
hereby authorized to do all acts and things required of them by or in connection with this
resolution, the aforementioned certificates, instruments, or documents, and the Bonds for
the full, punctual, and complete performance of all the terms, covenants, and agreements
contained in the Bonds, the aforementioned certificates, instruments, and documents, and
this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry
out the execution of any of the documents or other acts provided herein, any other
member of the City Council of the Issuer shall be authorized to act in the capacity of the
Mayor and undertake such execution or acts on behalf of the Issuer with full force and
effect, which executions or acts shall be valid and binding on the Issuer. If for any reason
the Manager or Clerk of the Issuer are unable to execute and deliver the documents
referred to in this resolution, such documents may be executed by any member of the City
Council, the Assistant City Manager or the Deputy Clerk with the same force and effect
as if such documents were executed and delivered by the Manager or Clerk of the Issuer.
If the person whose signature appears on any of the foregoing certificates, instruments, or
documents as the Mayor, Manager, or Clerk shall cease to be the Mayor, Manager, or
Clerk, respectively, before the date of issuance of the Bonds such signature shall,
nevertheless, be valid and sufficient for all purposes.
16. This resolution shall be in full force and effect from and after its passage.
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