HomeMy WebLinkAboutCity Council Resolution 1996-258RESOLUTION NO. 26M
A RESOLUTION OF THE CITY OF PLYMOUTH, MINNESOTA
ADOPTING A HOUSING PROGRAM FOR AND AUTHORIZING THE
ISSUANCE OF ITS MULTIFAMILY HOUSING REVENUE BONDS (AT
THE LAKE APARTMENTS PROJECT) SERIES 1996 IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $7,685,000, WHICH BONDS
AND THE INTEREST AND PREMIUM THEREON, IF ANY, SHALL BE
PAYABLE SOLELY FROM THE REVENUES OF THE PROJECT,
PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION
OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, A
REGULATORY 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; 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 4620, as amended (the "Act"), the Issuer is
authorized to carry out the public purposes descnibed 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 sues agreements
as security for the payment of the principal of and interest on any such revenue bonds;
and
WhEREAS, the Issuer, on the date hereof, held a public hearing regarding a
Program for Multifamily Housing Development, in the forth on file with the City Clerk
(the "Program") pursuant to and in conformance with the Act and Section 147(1) of the
Internal Revenue Code of 1986, as amended, after publication of notice of such hearing
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in a newspaper of general circuiation in the City of Plymouth at least 15 days before the
hearing; and
WHEREAS, pursuant to the Act, the Issuer proposes to undertake the Program
to finance the acquisition and rehabilitation of a 204 -unit qualified residential rental
project known as At the Lake Apartments (the "Project") by Melair Associates Limited
Partnership, a Minnesota limited partnership (the "Borrower), as purchaser of the Project
and, for the financing thereof, to authorize, issue and sell its Multifamily Housing
Revenue Bonds (At the Lake Apartments Project) Series 1996 in an aggregate principal
amount not to exceed $7,685,000 (the "Bonds") payable solely from the amounts pledged
therefor under the Indenture of Tnist, dated as of May 1, 1996 (the "Indenture")
between the Issuer and a trustee to be appointed by the Borrower (the "Trustee"); 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 rot 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;
NOW, THEREFORE, BE IT RESOLVE, BY THE CITY COUNCIL OF THE
CITY OF PLYMOUTH, MINNESOTA THAT:
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
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affordable to persons and families of low or moderate income, that accomplishing this is
a public purpose. 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 40 percent of the
dwelling units in the Project will be held for occupancy by families and individuals with
adjusted gross incomes not in excess of 60 percent of the median family income and at
least an additional 20 dwelling units in the Project will be held for occupancy by and will
be affordable to families and individuals with adjusted gross incomes not in excess of 50
percent of 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 rehabilitation of the Project for occupancy primarily
by persons of low and moderate income, and the Issuer hereby approves and adopts the
Program.
Section 3. For the purpose of financing the Project there is hereby authorized the
issuance of the Bonds. The Bonds shall bear interest at such rates, shall be in 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.
Section 4. The Bonds shall be special obligations of the Issuer payable solely
from the . avenues of the Project, in the manner provided in the Indenture. The Bonds
do not constitute an indebtedness, liability, general or moral obligation (except to the
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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 Truster. 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 and the Bond Purchase Agreement, 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 eight percent (8.00%) per annum unless
otherwise set forth in the Indenture 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 is hereby approved, with such changes as shall be
approved by the Mayor 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 her discretion, shall determine; provided that the execution thereof by
the Mayor shall be conclusive evidence of such determination.
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Section S. 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.k. The Mayor and the City Manager are hereby authorized and directed
to execute the Loan Agreement, dated as of May 1, 1996 (the "Loan Agreement") with
Melair Associates Limited Partnership (the "Borrower"), and when executed and
delivered as authorkred herein, the Loan Agreement shall be deemed to be a part of this
resolution as full, 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 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 her discretion, shall
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determine; provided that the execution thereof by the Mayor shall be conclusive evidence
of such determination.
Section7. The Mayor and the City Manager are hereby authorized and directed
to accept and execute the Regulatory Agreement, dated as of May 1, 1996 (the
"Regulatory Agreement") with the Borrower and the Trustee and, when executed and
delivered as authorized herein, the Regulatory Agr"ment 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
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. 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,
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or agreement herein contained or contained iu 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 Councilmembets 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 9. 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, f+rm, 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 or any provision hereof or of the Indenture or any
provision thereof, this 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 Borrower to the extent expressly provided in the Indenture.
Section 10. In case any one or more of the provisions of this resolution or of :he
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 Project referred to in the Indenture, the pledge of collateral derived from the Project
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
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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 Indentureshall 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.
SectionjU. All acts, conditions, and things required by the laws of the State of
Minnesota, relating to tie 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 U. 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, covenants, and agreements contained in the
Bonds, the Indenture and the other documents referred to above, and this resolution.
Section .tion 13. The Mayor and the City Manager are hereby designated and
authorized to take such administrative action as is permitted or required in connection
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with the issuance of the Bonds by the Indenture, the Loan Agreement, the Regulatory
Agreement and the Bond Purchase Agreement.
Section 14. 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 Regulatory Agreement or any other agreements, 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, es 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 15. 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 16. This resolution shall be in full force and effect from and after its
passage.
PASSED AND APPROVED this 1st day of May, 1996.
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THE CITY OF PLYMOUTH, MINNESOTA
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