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HomeMy WebLinkAbout1994-233 CCR1 1 RESOLUTION NO. 94-233 Member Celia S c o t t introduced the following resolution and moved its adoption: RESOLUTION REFUNDING OF AN INITIAL BOND OFFERING: REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152 TO 469.1651, ON BEHALF OF BROOKDALE TWO LIMN ED PARTNERSHIP BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota (the "City as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the "Act authorized to issue and sell its revenue bonds and refunding revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Authorization of Proiect: Documents Presented. Brookdale Two Limited Partnership, a Minnesota limited partnership (the "Borrower has proposed to this Council that the City issue and sell its $8,100,000 City of Brooklyn Center Industrial Development Refunding Revenue Bonds (Brookdale Two Limited Partnership Project), Series 1994, in substantially the same form set forth in the hereinafter mentioned Trust Indenture (the "Bonds pursuant to the Act and loan the proceeds thereof to the Borrower in order to refinance costs incurred in the acquisition, construction and equipping of a commercial facility in the City (as further described in said Trust Indenture, the "Project owned by the Borrower. The Bonds are to be issued for the specific authorized purpose of causing to be refunded the City's outstanding Commercial Development Revenue Bonds (Brookdale Two Limited partnership Project), Series 1984, issued in the original aggregate principal amount of $8,100,000 (the "Refunded Bonds and currently outstanding in the aggregate principal amount of $8,100,000. Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the office of the City Clerk: (a) Loan Agreement (the "Loan Agreement dated as of November 1, 1994, between the City and the Borrower, whereby the City agrees to make a loan to the Borrower of the gross proceeds of sale of the Bonds and the Borrower agrees to cause the Refunded Bonds to be refunded in full, and to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of, premium, if any, and interest on the Bonds; and (b) Trust Indenture (the "Trust Indenture dated as of November 1, 1994, between the City and First Trust National Association, as Trustee, authorizing the issuance of the Bonds and pledging certain revenues, including those to be derived from the Loan Agreement, as security for 1 RESOLUTION NO. 9 4 2 3 3 (b) the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and (c) Guaranty Agreement (the "Guaranty dated as of November 1, 1994, from Northwestern National Life Insurance Company (the "Guarantor to the Trustee, by which the Guarantor, absolutely and unconditionally, guarantees payment of all principal of, Purchase Price for, premium, if any, on and interest on the Bonds when due (this document not to be executed by the City); and (d) Bond Purchase Agreement (the "Bond Purchase Agreement by and between Juran Moody, Inc. (the "Underwriter the Borrower, and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting the terms and conditions of purchase; and (e) Preliminary Official Statement and final Official Statement (the form of the Preliminary Official Statement, together with the insertion therein of the final underwriting details with respect to the Bonds, including the rate of interest to be borne thereby, to and until the Mandatory Purchase Date, as further provided therein and in the Indenture, intended to constitute the form of the final Official Statement, and the Preliminary Official Statement and the final Official Statement sometimes referred to herein together as the "Official Statement describing inter alia, the offering of the Bonds, and certain terms and provisions of the foregoing documents. 3. Findines. It is hereby found, determined and declared that: (a) The Project, based upon information furnished by the Borrower, constitutes a project authorized by and described in the Act. There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or to the Bonds, or challenging the legality or validity of the Loan Agreement, the Bond Purchase Agreement or the Trust Indenture, or questioning the organization or powers of the City or the authority of the City to issue the Bonds and enter into the Loan Agreement, the Indenture and the Bond Purchase Agreement. (c) The execution, delivery and performance of the City's obligations under the Bonds, the Trust Indenture, the Bond Purchase Agreement and the Loan Agreement do not and will not violate any charter provision, or any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its 1 1 1 RESOLUTION NO. 9 4 2 3 3 property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (d) It is desirable that the Bonds be issued by the City upon the terms set forth in the Trust Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds (except for the rights of the City thereunder to indemnity, payment of fees and expenses, and repayment of advances). (e) The Loan Agreement provides for payments by the Borrower to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, Purchase Price for, premium, if any, on, and interest on the Bonds when due. The Loan Agreement obligates the Borrower to pay for or cause to be paid all costs of operation and maintenance of the Project Facilities, including adequate insurance, taxes and special assessments. (f) Under the provisions of the Act, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than amounts payable by the Borrower pursuant to the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City (other than the City's interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City (other than the City's interests in the Loan Agreement assigned to the Trustee pursuant to the Indenture); and each Bond issued under the Trust Indenture shall recite that the Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 4. Annroval and Execution of Documents. The forms of Loan Agreement, Trust Indenture, Guaranty, and Bond Purchase Agreement referred to in paragraph 2 are approved. The Loan Agreement and Trust Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Clerk, or other officers of the city, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. The Bond 1 1 1 RESOLUTION NO. 94-233 Purchase Agreement shall be signed on behalf of the City as provided therein. Copies of all documents shall be delivered and filed as provided therein. 5. Approval. Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $8,100,000, in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the interest rates to be borne by the Bonds and the rights of optional and mandatory redemption with respect thereto shall all be as set forth in the final form of Indenture to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that in no event, shall such rates of interest produce a net interest cost (to and until the Mandatory Purchase Date, as further provided in the Indenture) in excess of 7.00% per annum. The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and said purchase price is hereby found to be favorable and is hereby accepted. The Mayor and City Clerk and other City officers are authorized and directed to prepare and execute the Bonds as prescribed in the Trust Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Trust Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Trust Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. Official Statement. The City hereby consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not participated in the preparation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to the accuracy or completeness of such information. 7. $10 Million Election. The City hereby elects that the $10 million election with respect to the Bonds and certain capital expenditures for the Project, as provided under Section 144(a)(4) of the Internal Revenue Code of 1986, as amended (or any applicable predecessor Section of the Internal Revenue Code of 1954, as amended prior to the enactment of the Tax Reform Act of 1986), shall apply to the Bonds and the Project. 8. Certificates. etc. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, 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 appearing 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 furnished, shall constitute representations of the City as to the truth of all statements contained therein. RESOLUTION NO. 9 4 2 3 3 ATTEST: November 14, 1994 Date Deputy Clerk and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. Todd Paulson, Mayor The motion for the adoption of the foregoing resolution was duly seconded by member Kristen Mann and upon vote being taken thereon, the following voted in favor thereof: Todd Paulson, Celia Scott, Dave Rosene, and Kristen Mann;