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HomeMy WebLinkAboutCity Council Resolution 2001-324CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Plymouth, Minnesota (the "City"), hereby certify that the attached resolution is a true copy of Resolution No. 2001-324, entitled: "RESOLUTION RELATING TO A PROPOSED MULTIFAMILY HOUSING DEVELOPMENT UNDER MINNESOTA STATUTES, CHAPTER 462C; ADOPTING A HOUSING PROGRAM; AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY SENIOR HOUSING REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN — PLYMOUTH MARKETPLACE PROJECT), SERIES 2001A, TAXABLE MULTIFAMILY SENIOR HOUSING REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN — PLYMOUTH MARKETPLACE PROJECT), SERIES 2001B AND MULTIFAMILY SENIOR HOUSING REVENUE BONDS (PLYMOUTH MARKETPLACE PROJECT) SUBORDINATE SERIES 2001C AND 2001D; ESTABLISHING THE SECURITY THEREFORE AND AUTHORIZING THE EXECUTION OF DOCUMENTS" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a meeting on July 24, 2001, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I fi rther certify that upon vote being taken on the Resolution at said meeting, the following Councilmembers voted in favor thereof: Mayor Tierney, Councilmembers Harstad, Hewitt, Slavik, Stein, and Black and the following voted against the same: None and the following abstained from voting thereon or were absent: Councilmember Johnson WITNESS my hand officially this day of July, 2001. City Clerk RESOLUTION NO. 2001-324 RESOLUTION RELATING TO A PROPOSED MULTIFAMILY HOUSING DEVELOPMENT UNDER MINNESOTA STATUTES, CHAPTER 462C; ADOPTING A HOUSING PROGRAM; AUTHORIZING THE SALE AND ISSUANCE OF MULTIFAMILY SENIOR HOUSING REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN — PLYMOUTH MARKETPLACE PROJECT), SERIES 2001A, TAXABLE MULTIFAMILY SENIOR HOUSING REVENUE BONDS (GNMA COLLATERALIZED MORTGAGE LOAN — PLYMOUTH MARKETPLACE PROJECT), SERIES 2001B AND MULTIFAMILY SENIOR HOUSING REVENUE BONDS (PLYMOUTH MARKETPLACE PROJECT) SUBORDINATE SERIES 2001C AND 2001D; ESTABLISHING THE SECURITY THEREFOR AND AUTHORIZING THE EXECUTION OF DOCUMENTS BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows: Section 1. Recitals. 1.01. It has been proposed that the City finance a portion or all of the cost of a proposed multifamily senior housing development under Minnesota Statutes 462C, amended (the "Act'), on behalf of Plymouth Senior Housing, LLC, a Minnesota nonprofit corporation (the "Borrower"), consisting of the acquisition, constriction and equipping of a 120 -unit multifamily senior rental housing development to be owned by the Borrower and located at 16205 36th Avenue North in the City (the "Project'). 1.02. Pursuant to the Act, the City is authorized to develop and administer programs of multifamily housing developments under the circumstances and within the limitations set forth in the Act. Minnesota Statutes, Section 462C.07 provides that such programs for multifamily housing developments may be financed with revenue bonds issued by the City, following adoption of a housing program, after a public hearing, and other proceedings conducted in accordance with the requirements of the Act. 1.03. Section 462C.04, Subdivision 2 of the Act requires that prior to undertaking the financing of the Project, the City must prepare and adopt a housing program after notice and hearing and review given and held as provided therein. The City has prepared a multifamily housing program for the Project, designated as the "Program for A Multifamily Housing Development under Minnesota Statutes, Chapter 462C, Plymouth Senior Housing Project" (the "Housing Program"). The Housing Program authorizes the Project and the issuance of revenue bonds by the City in an approximate principal amount not to exceed $22,500,000 to finance the costs thereof. 1.04. On July 24, 2001, this Council held a public hearing on the adoption of the Housing Program and issuance of revenue bonds after publication of the notice of hearing not less than 15 days prior to the date thereof in a newspaper circulating generally in the City. A copy of the draft of the Housing Program has been forwarded to the Metropolitan Council (the "Metropolitan Council") for review. The public hearing was duly noticed and held in accordance with the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended. All parties who appeared at the hearing were given an opportunity to express their views with respect to the proposal to adopt the Housing Program and to undertake and finance the Project and interested persons were given the opportunity to submit written comments to the City Administrator before the time of the hearing. Representatives of the Metropolitan Council did submit comments of the Housing Program at or prior to the public hearing. 1.05. It has been proposed that the City issue its Multifamily Senior Housing Revenue Bonds (GNMA Collateralized Mortgage Loan — Plymouth Marketplace Project), Series 2001A, in the aggregate principal amount of $17,500,000 (the "Series 2001A Bonds"), and its Taxable Multifamily Senior Housing Revenue Bonds (GNMA Collateralized Mortgage Loan — Plymouth Marketplace Project), Series 2001B, in the aggregate principal amount of $600,000 (the "Series 2001B Bonds" and, together with the Series 2001A Bonds, the "Senior Bonds"), to provide funds to finance a Mortgage Loan to the Borrower. 1.06. It has also been proposed that the City issue its Multifamily Senior Housing Revenue Bonds (Plymouth Marketplace Project), Subordinate Series 2001C (the "Series 2001C Bonds") and its Multifamily Senior Housing Revenue Bonds (Plymouth Marketplace Project), Subordinate Series 2001D (the "Series 2001D Bonds" and together with the Series 2001C Bonds, the "Subordinate Bonds" and, together with the Senior Bonds, the "Bonds"), in an aggregate principal amount of $2,290,000 and loan the proceeds to the Borrower. 1.07. The proceeds of the Mortgage Loan, together with the proceeds of the Subordinate Bonds being issued concurrently with the Senior Bonds, will be used to finance the Project. The Project will be subject to the terms and restrictions contained in the Regulatory Agreement (as hereinafter defined). 1.08. The Senior Bonds will be secured by fully modified pass-through mortgage-backed securities issued by the lender referenced in the Financing Agreement (as hereinafter defined) and guaranteed as to timely payment of principal and interest by the Government National Mortgage Association. 1.09. The City will grant a security interest in certain revenues and payments to be received by the City under the Subordinate Loan Agreement (as hereinafter defined) to the Trustee (as hereinafter defined). The Subordinate Bonds will be secured by the provisions of a Subordinate Combination Mortgage, Security Agreement and Fixture Financing Statement made by the Borrower in favor of the Trustee (the "Subordinate Mortgage"). -2- 1. 10. Draft forms of the following documents relating to the Senior Bonds and the Subordinate Bonds have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) a Financing Agreement (the "Financing Agreement'), proposed to be entered into by the City, the Borrower, Reilly Mortgage Group, Inc., as lender (the "Mortgage Lender") and U.S. Bank Trust National Association, as trustee (the "Trustee"); (b) an Indenture of Trust (the "Senior Indenture"), proposed to be entered into by the City and the Trustee, relating to the Senior Bonds; (c) a Bond Purchase Agreement (the "Bond Purchase Agreement'), proposed to be entered into by the City, the Borrower and Miller & Schroeder Financial, Inc. (the "Underwriter"), relating to the Senior Bonds; (d) a Subordinate Loan Agreement (the "Subordinate Loan Agreement'), proposed to be entered into by the City and the Borrower; (e) a Subordinate Indenture of Trust (the "Subordinate Indenture"), proposed to be entered into by the City and the Trustee, relating to the Subordinate Bonds; (f) the Subordinate Mortgage (g) a Regulatory Agreement (the "Regulatory Agreement'), proposed to be entered into by the City and the Borrower in respect of the Project; and (h) an Official Statement (the "Official Statement'), in the form of a Preliminary Official Statement (the "Preliminary Official Statement'), to be used in connection with the offer and sale of the Senior Bonds by the Underwriter. Section 2. Findings. It is hereby found, determined and declared that: (a) The financing of the Project and the issuance and sale of the Bonds would fi rther the housing policies and goals set forth in the Comprehensive Plan of the City and the Housing Program herein adopted by the City in connection with the issuance of the Senior Bonds and the Subordinate Bonds. (b) The execution and delivery of the Financing Agreement, the Senior Indenture, the Regulatory Agreement and the Bond Purchase Agreement (the "Senior Bond Documents") and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Senior Bond Documents and the Senior Bonds valid and binding special, limited obligations in accordance with their terms, are authorized by the Act. -3- (c) It is desirable that the Senior Bonds be issued by the City upon the terms set forth in this resolution and the Senior Indenture, under the provisions of which the City grants to the Trustee under the Senior Indenture a security interest in certain revenues and payments to be received by the City under the Financing Agreement as security for the payment of the principal of, premium, if any, and interest on the Senior Bonds. (d) The payments required to be made to the Trustee pursuant to the Financing Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Senior Indenture when due; and the Financing Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Financing Agreement. (e) The execution and delivery of the Subordinate Loan Agreement, the Subordinate Indenture and the Subordinate Mortgage (the "Subordinate Bond Documents" and, together with the Senior Bond Documents, the "Bond Documents") and all other acts and things required under the Constitution and laws of the State of Minnesota to make the Subordinate Bond Documents and the Subordinate Bonds valid and binding special, limited obligations in accordance with their terms, are authorized by the Act. (f) It is also desirable that the Subordinate Bonds be issued by the City upon the terms set forth in this resolution and the Subordinate Indenture, under the provisions of which the City grants to the Trustee under the Subordinate Indenture a security interest in certain revenues and payments to be received by the City under the Subordinate Loan Agreement as security for the payment of the principal of, premium, if any, and interest on the Subordinate Bonds. (g) The payments required to be made to the Trustee pursuant to the Subordinate Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Subordinate Bonds issued under the Subordinate Indenture when due; and the Subordinate Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Project, including but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Subordinate Loan Agreement. (h) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Bond Documents and the Bonds valid and binding special, limited obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and execution of the Bond Documents. -4- Section 3. Adoption of Housing Program. Based on the public hearing, such written comments (if any) and such other facts and circumstances as this Council deems relevant, it is hereby found, determined and declared: (a) the Project would assist in providing needed senior housing units in the City; and (b) the Housing Program is hereby approved and adopted in the form presently on file with the City. Section 4. Authorization and Approval of Senior Bond Documents. The City is hereby authorized to issue the Senior Bonds to provide fiends, to be used, with other available funds, to finance certain costs of the Project and pay costs of issuance of the Bonds, and to pledge and assign the Financing Agreement and the loan repayments due thereunder, all as provided in the Financing Agreement and the Senior Indenture. It is acknowledged that the purchase price of the Senior Bonds, the principal amount of the Bonds, the initial reoffering prices of the Senior Bonds, the maturity schedule of the Senior Bonds, the provisions for redemption of the Senior Bonds and the interest rates on the Senior Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Senior Indenture, the Financing Agreement or the Bond Purchase Agreement. The Mayor and the City Manager are hereby authorized to approve: (1) the purchase price of the Senior Bonds; (2) the principal amount of the Senior Bonds (as hereinafter defined); provided that the aggregate principal amount of the Senior Bonds is not in excess of $19,000,000; and provided further that said principal amount shall be allocated between the Series 2001A Bonds and the Series 2001B Bonds in amounts approved by the Borrower; (3) the initial reoffering prices of the Senior Bonds; (4) the maturity schedule of the Senior Bonds; provided that the Senior Bonds mature at any time or times in such amount or amounts no later than December 20, 2043; (5) the provisions for redemption of the Senior Bonds; and (6) the interest rates on the Senior Bonds; provided that the weighted average interest rate on the Series 2001A Bonds shall not exceed 6.90% per annum and on the Series 2001B Bonds shall not exceed 8.00% per annum. The approval of such officers of the terms of the Senior Bonds shall be conclusively presumed by the execution of the Bond Purchase Agreement by said officers. The forms of the Senior Bond Documents and the Senior Bonds referred to in Section 1.10 are approved, subject to such modifications as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Senior Bond Documents by the Mayor and the City Manager. The Bond Purchase Agreement as so approved is directed to be executed forthwith in the name and on behalf of the City by the Mayor and the City Manager following the execution thereof by the Borrower and the Underwriter. The Financing Agreement and the Regulatory Agreement as so approved are directed to be executed in the name and on behalf of the City by the Mayor and City Manager upon execution thereof by the Borrower. The Senior Indenture as so approved is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and delivered to the Trustee. Copies of -5- all the documents shall be delivered, filed or recorded as provided therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 5. Authorization and Approval of Subordinate Bond Documents. The City is hereby authorized to issue the Subordinate Bonds to provide funds, to be used, with other available funds, to finance certain costs of the Project and pay costs of issuance of the Subordinate Bonds, and to pledge and assign the Subordinate Loan Agreement and the loan repayments due thereunder, all as provided in the Subordinate Loan Agreement and the Subordinate Indenture. It is acknowledged that the purchase price of the Subordinate Bonds, the principal amount of the Subordinate Bonds, the maturity schedule of the Subordinate Bonds, the provisions for redemption of the Subordinate Bonds and the interest rates on the Subordinate Bonds have not been determined as of the date of adoption of this resolution and are not reflected in the Subordinate Indenture or the Subordinate Loan Agreement. The Mayor and the City Manager are hereby authorized to approve: (1) the purchase price of the Subordinate Bonds; (2) the principal amount of the Subordinate Bonds (as hereinafter defined); provided that the aggregate principal amount of the Subordinate Bonds is not in excess of $3,500,000; and provided fi rther that the Subordinate Indenture, as finally executed, shall allocate such principal amount between the Series 2001C Bonds and the Series 2001D Bonds in amounts approved by the Borrower; (3) the maturity schedule of the Subordinate Bonds; provided that the Subordinate Bonds mature at any time or times in such amount or amounts no later than December 20, 2043; (4) the provisions for redemption of the Subordinate Bonds; and (5) the interest rates on the Subordinate Bonds; provided that the weighted average interest rate on the Subordinate Bonds shall not exceed 10% per annum. The approval of such officers of the terms of the Subordinate Bonds shall be conclusively presumed by their execution of the Subordinate Indenture. The forms of the Subordinate Bond Documents and the Subordinate Bonds referred to in Section 1.10 are approved, subject to such modifications as are deemed appropriate and approved by the Mayor and City Manager, within the limitations provided in the immediately preceding paragraph, which approval shall be conclusively evidenced by execution of the Subordinate Bond Documents by the Mayor and the City Manager. The Subordinate Loan Agreement as so approved is directed to be executed in the name and on behalf of the City by the Mayor and City Manager upon execution thereof by the Borrower. The Subordinate Indenture as so approved is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and delivered to the Trustee. Copies of all the documents shall be delivered, filed or recorded as provided therein. The Mayor, the City Manager and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 6. Official Statement. The City hereby consents to the use of the Preliminary Official Statement by the Underwriter in connection with the offer and sale of the Senior Bonds to potential investors, and consents to the preparation and use of a final Official Statement, in substantially the form of the Preliminary Official. The City has consented to the distribution of the Official Statement, but did not prepare the Official Statement, and has not reviewed the -6- financial disclosures of the Borrower or approved any information or statements contained in the Official Statement or the Appendices thereto and assumes no responsibility for the sufficiency, completeness or accuracy of the same. The City Manager is authorized to deem the Preliminary Official Statement "final" as of its date for purposes of SEC Rule 15c2-12. Section 7. The Bonds. 7.01. In anticipation of the receipt of the loan repayments from the Borrower, the City shall proceed forthwith to issue its Bonds in four series to be designated "Multifamily Senior Housing Revenue Bonds (GNMA Collateralized Mortgage Loan — Plymouth Marketplace Project), Series 200IA", "Taxable Multifamily Senior Housing Revenue Bonds (GNMA Collateralized Mortgage Loan — Plymouth Marketplace Project), Series 200113", "Multifamily Senior Housing Revenue Bonds (Plymouth Marketplace Project), Series 2001C" and "Multifamily Senior Housing Revenue Bonds (Plymouth Marketplace Project), Series 20011)", respectively, in the form and upon the terms set forth in the Senior Indenture, in the case of the Series A Bonds and the Series B Bonds, and in the form and upon the terms set forth in the Subordinate Indenture, in the case of the Series C Bonds and the Series D Bonds, or established pursuant to this resolution. 7.02. The Mayor and the City Manager are authorized and directed to prepare and execute the Bonds as prescribed herein and in the Senior Indenture and the Subordinate Indenture, as applicable, and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in each of the Senior Indenture and the Subordinate Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transactions herein contemplated. The Trustee is hereby appointed authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 8. Absence of Officers. In the absence or disability of the Mayor, any of the documents authorized by this resolution to be approved and executed by the Mayor may be so approved and executed by the acting Mayor. In the absence or disability of the City Manager, any of the documents authorized by this resolution to be approved and executed by the City Manager may be so approved and executed by the person designated as acting City Manager or by such other officer of the City who, in the opinion of the City Attorney, may execute such documents. Section 9. Authentication of Proceedings. The Mayor, the City Manager, the City Clerk and other officers of the City are authorized and directed to fi rnish to the Underwriter and bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore fi rnished, shall constitute representations of the City as to the truth of all statements of fact contained therein. -7- Section 10. Limitations of the City's Obligations. Notwithstanding anything contained in the Bonds or the Bond Documents, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation, and shall not be payable from nor shall constitute a charge, lien or encumbrance, legal or equitable, upon any funds or any property of the City other than the revenues specifically pledged to the payment thereof pursuant to the Bond Documents, and no holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the premium, if any, or interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City which have been pledged to the payment thereof pursuant to the Bond Documents. The agreement of the City to perform the covenants and other provisions contained in this resolution or the Bonds or the Bond Documents shall be subject at all times to the availability of the revenues fiirnished by the Borrower sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. Adopted by the Plymouth City Council on July 24, 2001. in