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hereof been amended or repealed.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").
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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.
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(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.
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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
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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
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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.
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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.
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