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HomeMy WebLinkAboutCity Council Resolution 2004-227CERTIFICATION OF MINUTES Municipality: The City of Plymouth, Minnesota Governing Body: City Council Meeting: A meeting of the City Council of The City of Plymouth was held on the 8th day of June, 2004, at 7:00 p.m. at Plymouth City Center, 3400 Plymouth Boulevard, Plymouth, Minnesota. Members present: Members absent Documents: Certification: Mayor Johnson, Councilmembers Neset, Hewitt, Slavik, Bildsoe, Stein, and Black. None. Resolution No. 2004-227 - Adopting a Housing Program; Authorizing the issuance of the City of Plymouth, Minnesota Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (At the Lake Apartments Project) Series 2004, and the execution of a Trust Indenture, Financing Agreement, Amended and Restated Regulatory Agreement and related documents. I, Sandy Paulson, City Clerk of the City of Plymouth, Minnesota, do hereby certify the following: Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City of Plymouth, Minnesota, which resolution was adopted by the Plymouth City Council, at the meeting referred to above. Said meeting was a regular meeting of the Plymouth City Council, was open to the public, and was held at the time at which meetings of the City Council are regularly held. Member Bildsoe moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member Slavik. A vote being taken on the motion, the following voted in favor of the resolution: All Members voted in favor. Whereupon said resolution was declared duly passed and adopted. The attached resolution is in fill force and effect and no action has been taken by the City Council of the City of Plymouth, Minnesota which would in any way alter or amend the attached resolution. Witness my hand officially as the City Clerk of the City of Plymouth, Minnesota this day of June, 2004. LM Its City Clerk The Mayor stated that this was the time and place fixed for a public hearing to be held on the proposal that the City adopt a housing program (the "Program") and finance costs relating thereto by the issuance of revenue bonds, as described in the proposed Program (the "Bonds"), a copy of which is on file in the City Clerk's office. The City Clerk presented an affidavit showing publication of the notice of public hearing no fewer than fourteen (14) days prior to the date fixed for the public hearing in the Plymouth ,Sun -,Sailor, being the official newspaper of the City. The affidavit was examined, found to be satisfactory and ordered placed on file with the City Clerk. The Mayor then opened the meeting for the public hearing on the adoption of the Program and on the proposal to issue the Bonds. The purpose of the hearing was explained, the nature of the proposed Bonds were discussed and all persons present who desired to do so were afforded an opportunity to express their views with respect to the adoption of the Program and the proposal to issue the Bonds. After all persons who wished to do so had stated or filed their views on the proposal, the Mayor declared the public hearing to be closed. RESOLUTION NO. 2004-227 A RESOLUTION OF THE CITY OF PLYMOUTH, MINNESOTA ADOPTING A HOUSING PROGRAM; AUTHORIZING THE ISSUANCE OF ITS VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (AT THE LAKE APARTMENTS PROJECT) SERIES 2004, AND THE EXECUTION OF A TRUST INDENTURE, FINANCING AGREEMENT, AMENDED AND RESTATED REGULATORY AGREEMENT AND RELATED DOCUMENTS WI-1EREAS, the City of Plymouth, Minnesota (the "Issuer") is a home rile charter city duly organized and existing under the Constitution and laws of the State of Minnesota; and WIffiREAS, 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; and WIffiREAS, the Issuer has developed a Program for a Multifamily Housing Development Under Minnesota Statutes, Chapter 462C, At the Lake Apartments Project, dated May 20, 2004 (the "Program") pursuant to and in conformance with the Act and held a public hearing on the adoption thereof and on the proposed revenue bond issuance, as required by the Act and by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); and WIffiREAS, pursuant to the Act, the Issuer issued its $6,885,000 Multifamily Housing Revenue Refunding Bonds (At the Lake Apartments Project), Series 1997A (the "1997A Bonds") and its $800,000 Subordinate Multifamily Housing Revenue Refunding Bonds (At the Lake Apartments Project), Series 1997B (the "1997B Bonds"; together with the 1997A Bonds, the "Prior Bonds") to refinance 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 WIffiREAS, pursuant to the Act and the Trust Indenture (the "Indenture") dated as of July 1, 2004 between the Issuer and U.S. Bank National Association, as Trustee (the "Trustee"), the Issuer proposes to undertake the refiunding of certain outstanding maturities of the Prior Bonds (the "Refunded Bonds") by the Borrower, as owner of the Project and, for the financing thereof, to authorize, issue and sell its Variable Rate Demand Multifamily Housing Revenue Refiunding Bonds (At the Lake Apartments Project) Series 2004 (the "Bonds") in an aggregate principal amount of $7,615,000 payable solely from amounts pledged 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, NOW, THEREFORE, BE IT RESOLVED 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 affordable to persons and families of low or moderate income, and 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 20 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 50 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. The City hereby approves of the Program following the public hearing thereon and finds that the Project constitutes a Project under the Act. Section 2. The City Council of the Issuer fi rther finds, determines, and declares that it is its purpose to issue the Bonds in an amount not to exceed $7,615,000, the proceeds of which will be used to refiund the Refiunded Bonds. Section 3. For the purpose of financing the refiunding of the Refiunded Bonds 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 revenues 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 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 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, 2 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, as hereinafter defined, provided that the maturity date for any Bond shall not be later than the date set forth in the form of the Indenture. The Bonds shall bear interest at a variable rate. 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. 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") between the Issuer, Piper Jaffray & Co. (the "Underwriter") and the Borrower. 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 her 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 Financing Agreement, dated as of July 1, 2004, relating to the Bonds (the "Financing Agreement") with Melair Associates Limited Partnership (the "Borrower") and the Trustee, and when executed and delivered as authorized herein, the Financing Agreement shall be deemed to be a part of this resolution as filly 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 Financing 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 her 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 Amended and Restated Regulatory Agreement, dated as of July 1, 2004 (the "Regulatory Agreement") with the Borrower 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 filly 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 her 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 the Intercreditor Agreement, dated as of July 1, 2004 (the "Intercreditor Agreement") between the Issuer, the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Trustee, dated as of July 1, 2004 and, when executed and delivered as authorized herein, the Intercreditor Agreement shall be deemed to be a part of this resolution as filly and to the same extent as if incorporated verbatim herein and shall be in fiill force and effect from the date of execution and delivery thereof. The Intercreditor 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 her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 9. The Mayor and the City Manager are hereby authorized and directed to accept and execute such other documents and certificates as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, the security therefor, and the funding of the loan to be made with the proceeds of the Bonds, including without limitation an arbitrage certificate relating to the Bonds, a request and authorization to the Trustee to authenticate and deliver the Bonds and a certificate stating such facts as may be required by the Bond Purchase Agreement or as may be reasonably requested by bond counsel. Section 10. 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 fill 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 11. 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 4 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 12. 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 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 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. Section 13. 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 14. 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 15. The Issuer hereby approves the form, and authorizes the use by the Underwriter in connection with the sale of the Bonds, of the final Official Statement, in substantially the form 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 Council on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, 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. Section 16. The Mayor and the City Manager are hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Bonds under the Indenture, the Financing Agreement, the Regulatory Agreement, the Intercreditor Agreement, the Remarketing Agreement dated as of July 1, 2004 between the Borrower and the Underwriter (the "Remarketing Agreement") and the Bond Purchase Agreement. Section 17. 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 in connection with the Indenture, the Financing Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Remarketing Agreement, the Intercreditor 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, 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 18. 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, as acting City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. Section 19. This resolution shall be in full force and effect from and after its passage. PASSED AND APPROVED this 8th day of June, 2004. THE CITY OF PLYMOUTH, MINNESOTA 6 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on June 8, 2004, with the original thereof on file in my office, and the same is a correct transcription thereof. WITNESS my hand officially as such City Clerk and the Corporate seal of the City this day of Sandra R. Paulson City Clerk