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HomeMy WebLinkAbout1995-125 CCR1 1 1 Member Kathleen Carmody introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF RENTAL HOUSING REVENUE REFUNDING BONDS (FOUR COURTS APARTMENTS PROJECT), SERIES 1995A AND TAX CREDIT INVESTOR REVENUE BONDS (FOUR COURTS APARTMENTS PROJECT), SERIES 1995B UNDER MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF INDENTURES OF TRUST AND LOAN AGREEMENTS AND OTHER DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE OWNERS OF SAID BONDS WHEREAS, the City of Brooklyn Center, Minnesota (the "Issuer is a political subdivision and municipal corporation duly organized and existing under the Constitution and laws 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 by issuing its revenue bonds to make or purchase loans to finance the cost of the acquisition, construction, improving and equipping of multifamily housing developments to be located within its corporate boundaries; and WHEREAS, the Issuer has previously issued its $7,500,000 Multifamily Housing Revenue Bonds (Four Courts Apartments Project), Series 1994 (the "Series 1994 Bonds and its $2,300,000 Rental Housing Revenue Bonds, Series 1995 (Four Courts Apartments Project) (the "Series 1995 Bonds" and together with the Series 1994 Bonds, the "Prior Bonds the proceeds of which were held in escrow and will be used to acquire and rehabilitate an existing 252 -unit multifamily housing project (the "Project") located in the City of Brooklyn Center and to be owned by Brooklyn Center Leased Housing Associates, Limited Partnership, a Minnesota limited partnership (the "Company and WHEREAS, the Company has requested the Issuer to issue its Rental Housing Revenue Refunding Bonds (Four Courts Apartments Project), Series 1995A in an aggregate principal amount not to exceed $7,300,000 (the "Series A Bonds and its Tax Credit Investor Revenue Bonds (Four Courts Apartments Project), Series 1995B in an aggregate principal amount not to exceed $2,500,000 (the "Series B Bonds" and together with the Series A Bonds, the "Bonds") to provide for the funding of a loan (the "Loan to the Company for the purpose of refunding the Prior Bonds. The corresponding proceeds of the Prior Bonds will be used by the Company to pay costs of acquisition and rehabilitation of 1 1 1 RESOLUTION NO. 95 -125 the Project, certain costs of issuance and fund certain reserves; and WHEREAS, the Issuer proposes to finance the refunding of the Prior Bonds under the Act by the issuance of the Bonds of the Issuer under this resolution; and WHEREAS, the Loan will be made pursuant to the terms of two separate loan agreements both dated as of June 1, 1995, between the Issuer and the Company (the "Series A Loan Agreement" and the "Series B Loan Agreement," respectively, and collectively the "Loan Agreements and WHEREAS, the Bonds will be issued under two separate Indentures of Trust both dated as of June 1, 1995 (the "Series A Indenture" and the "Series B Indenture," respectively, and collectively the "Indentures to be entered into between the Issuer and First Trust National Association (the "Trustee and are secured by a pledge and assignment of certain revenues in accordance with the respective terms of the Indentures, and said Bonds and the interest on said Bonds shall be payable solely from the revenues pledged therefor, respectively, and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation or constitute or give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the respective Loan Agreements; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center as follows: 1. The Issuer acknowledges, finds, determines, and declares that the refunding of the Prior Bonds, and the issuance of the Bonds furthers the purposes of the Act. 2. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Series A Bonds in a principal amount not to exceed $7,300,000. The Series A Bonds shall bear interest as set forth in the Series A Indenture, and 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 in the Series A Indenture in the form now on file with the Issuer. 3. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Series B Bonds in a principal amount not to exceed $2,500,000. The Series B Bonds shall bear interest as set forth in the Series B Indenture, and 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 in the Series B Indenture in the form now on file with the Issuer. 4. Each series of Bonds shall be special obligations of the Issuer payable solely from the revenues provided pursuant to the respective Loan Agreement and 1 RESOLUTION NO. 95 -125 other funds and revenues pledged pursuant to the respective Indenture. The City Council of the Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer (together, the "Officials to execute and deliver the Indentures by and between the Issuer and the Trustee, and to deliver to said Trustee the Indentures, and hereby authorizes and directs the execution of the Bonds in accordance with the Indentures, and hereby provides that the Indentures shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bondowners, the Issuer and the Trustee as set forth therein. All of the provisions of the Indentures, when executed as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Indentures shall be substantially in the form on file with the Issuer, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, or as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 5. The Mayor and City Manager are hereby authorized and directed to execute and deliver the Loan Agreements and two separate Bond Purchase Agreements (collectively the "Bond Purchase Agreements to be executed by the Issuer, Piper Jaffray Inc., as the original purchaser of the Bonds, and the Company. All of the provisions of the Loan Agreements and the Bond Purchase Agreements, 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 Loan Agreements and the Bond Purchase Agreements shall be substantially in the forms on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, as the Mayor, in her discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 6. The Mayor and City Manager are hereby authorized and directed to execute and deliver the Amendment No. 1 to the Regulatory Agreement dated as of June 1, 1995, (the "Regulatory Agreement to be executed by the Issuer and Company. All of the provisions of the Regulatory 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 Regulatory Agreement shall be substantially in the form on file with the Issuer which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, as the Mayor, in her 1 1 RESOLUTION NO. 95-125 discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 7. The Bonds shall be revenue obligations of the Issuer the proceeds of which shall be disbursed pursuant to the Indentures and the Loan Agreements, and the principal, premium and interest on the Bonds shall be payable solely from the proceeds of the Bonds, amounts derived from the respective Loan Agreements and other amounts realized pursuant to related security documents. 8. The Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. 9. The Officials are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including and arbitrage certificate, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale and delivery of the Bonds. 10. All covenants, stipulations, obligations, and agreements of the Issuer contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations 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 the aforementioned documents shall be exercised or performed by such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the Issuer, or any officer, agent or employee of the Issuer in that person's individual capacity, and neither the City Council 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. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the Issuer has not 1 RESOLUTION NO. 95-125 obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the respective Loan Agreements and related security documents which are to be applied to the payment of the Bonds, as provided therein and in the respective Indentures. 11. The Issuer has not participated in the preparation of the Preliminary Official Statements relating to the Bonds (the "Preliminary Official Statements which Preliminary Official Statements are expected to be amended and completed to add certain pricing and other information (as amended and completed, the "Official Statements and has made and will make no independent investigation with respect to the information to be contained therein, including the Appendices thereto, and the Issuer assumes no responsibility for the sufficiency, accuracy or completeness of such information. Subject to the foregoing, the Issuer hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Preliminary Official Statements and the Official Statements in the form on file with Issuer. The Preliminary Official Statements and the Official Statements are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. 12. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents express or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer or any owner of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and any owners from time to time of the Bonds issued under the provisions of this resolution. 13. In case any one or more of the provisions of this resolution, or of the aforementioned documents, 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 aforementioned documents or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 14. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that 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 aforementioned documents to happen, exist and be performed 1 1 RESOLUTION NO. 95 125 May 22, 1995 Date A'1"1 EST: &WiM "14Y1 N., Deputy Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Debra Hilstrom and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Debra Hilstrom, and Kathleen Carmody; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds and precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 15. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the Issuer shall be authorized to act in his capacity and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. 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 by a member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager of the Issuer. I�reta May an /t.