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HomeMy WebLinkAbout1999-058 CCRits adoption: Member Robert Peppe - introduced the following resolution and moved RESOLUTION NO. 99-58 RESOLUTION AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS (SHINGLE CREEK TOWER PROJECT), SERIES 1999 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000, WHICH BONDS AND THE INTEREST AND PREMIUM THEREON, IF ANY, SHALL BE PAYABLE SOLELY FROM THE REVENUES OF THE PROJECT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, REGULATORY AGREEMENT AND CERTAIN RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE BOND PURCHASE AGREEMENT IN CONNECTION WITH THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS WHEREAS, the City of Brooklyn Center (the "Issuer") is a municipal corporation organized and existing under the laws and the Constitution of the State of Minnesota; and WHEREAS, 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 WHEREAS, on July 27, 1998, the Issuer held a public hearing regarding a Program for Multifamily Housing Development (the "Program") pursuant to and in conformance with the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, after publication of notice of such hearing in a newspaper of general circulation in the City of Brooklyn Center at least 15 days before the hearing; and WHEREAS, pursuant to the Act, the Issuer proposes to undertake the Program providing for the acquisition and rehabilitation of an existing multifamily housing development located in the City known as the Shingle Creek Tower Project, a 122-unit apartment housing development located at 6221 Shingle Creek Parkway in the City (the "Project") by Boca Limited Partnership (the "Company), as purchaser of the Project and, for the financing thereof, to authorize, issue and sell its Multifamily Housing Revenue Bonds (Shingle Creek Tower Project) Series 1999 in an aggregate principal amount not to exceed $7,200,000 (the "Bonds") payable solely from the amounts pledged therefor under the Indenture of Trust, dated as of April 1, 1999 (the "Indenture") between the Issuer and a trustee to be appointed by the Company (the "Trustee"); and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) RESOLUTION NO. 99-58 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 Brooklyn Center: 1. The Issuer acknowledges, finds, determines, and declares that the preservation of the quality of life in the City of Brooklyn Center 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, that accomplishing this is a public purpose. The Issuer also hereby finds, determines and declares that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of the median family income as most recently estimated by the United States Department of Housing and Urban Development for the Minneapolis/St. Paul Metropolitan Statistical Area and that at least 40 percent of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of 60 percent of the median family income. 2. For the purpose of financing the Project there is hereby authorized the issuance of the Bonds. The Bonds shall bear interest at such rates, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the Indenture hereinafter referred to. 3. 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, covenants, rights, obligations, duties, and agreements of the bondholders, the Issuer, and the Trustee as set forth therein. The Manager is hereby authorized to approve changes to the maturity schedules and mandatory sinking fund payment schedules for the Bonds set forth in the Indenture and the Bond Purchase Agreement, provided that the maturity date for any Bond shall not be later than the date set forth in the form of the RESOLUTION NO. 99-58 Indenture. The Manager is hereby authorized to approve the final interest rate for the Bonds at an average annual rate not exceeding eight percent (8.00%) per annum unless otherwise set forth in the Indenture and the Bond Purchase Agreement. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the Manager and the City's special counsel; provided that the execution thereof by the Manger shall be conclusive evidence of such determination. 4. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement") from Piper Jaffray Inc. (the "Underwriter"). All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bond Purchase Agreement shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the Manager and the City's special counsel; provided that the execution thereof by the Manager shall be conclusive evidence of such determination. 5. The Mayor and the City Manager are hereby authorized and directed to execute the Loan Agreement, dated as of April 1, 1999 (the "Loan Agreement") with the Company, and when executed and delivered as authorized herein, the Loan Agreement 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 Loan Agreement shall be substantially in the form on file with the Issuer on the date hereof, which are hereby approved, with such changes as shall be approved by the Manager and the City's special counsel; provided that the execution thereof by the Manager shall be conclusive evidence of such determination. 6. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Regulatory Agreement, dated as of April 1, 1999 (the "Regulatory Agreement") with the Company and the Trustee and, when executed and delivered as authorized herein, the Regulatory Agreement shall be RESOLUTION NO. 99-58 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 City shall have no obligation to enforce or monitor the Company's obligations under the Regulatory Agreement, and all such enforcement and monitoring shall be delegated to the Trustee. The Regulatory Agreement shall be substantially in the form on file with the Issuer on the date hereof, which is hereby approved, with such changes as shall be approved by the Manager and the City's special counsel; provided that the execution thereof by the Manager shall be conclusive evidence of such determination. 7. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this resolution or of the Indenture or other documents referred to above shall be exercised or performed by the Issuer, or by such officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, 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 Council, members 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. 8. 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 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 Company to the extent expressly provided in the Indenture. 9. 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 RESOLUTION NO. 99-58 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. 10. 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. 11. The City Council, members 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. 12. The City Manager is hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Bonds by the Indenture, the Loan Agreement, the Regulatory Agreement and the Bond Purchase Agreement. 13. The Mayor and the City Manager of the Issuer are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement or any other agreements, certificates or documents which are deemed necessary by bond counsel to evidence the validity RESOLUTION NO. 99-58 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. 14. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this Resolution, the Mayor pro tem 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 the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager. 15. The following specific conditions shall be applicable to the Project and the Bonds: a. Tenant paid portion of the monthly rent will not be increased by the Company for one year from the date of acquisition. b. If a resident has to move while building is under construction, the Company will bear the expense. c. Annual rent for existing tenants will not be increased by more than 3% or the Consumer Price Index, whichever is lower. d. Current residents will be able to stay as tenants after purchase of the Project by the Company as long as they desire and meet their obligations as tenants. e. Cable hook-ups will be provided at no cost to the residents, provided actual monthly service will be at the tenant's expense. 16. This resolution shall be in full force and effect from and after its passage. April 12. 1999 Mayor J:W-Yvx, ATTEST: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Ed Nelson and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Debra Hilstrom, Kay I-asman, Ed Nelson, and Robert Peppe; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.