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,
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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
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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
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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