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HomeMy WebLinkAbout1994-225 CCR1 1 1 Member Kristen Mann introduced the following resolution and moved its adoption: RESOLUTION NO. 94 225 RESOLUTION ADOPTING A HOUSING PROGRAM FOR AND AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF RENTAL HOUSING REVENUE BONDS (FOUR COURTS APARTMENTS PROJECT) SERIES 1994, IN AN AMOUNT NOT TO EXCEED $7,500,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND INDENTURE OF TRUST AND OTHER DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY 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 in the Act and contemplated thereby in the financing of housing within its boundaries, by issuing revenue bonds to defray, in whole or in part, the cost of acquisition and rehabilitation 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, the Issuer, on the date hereof, held a public hearing regarding a Program for a Multifamily Housing Development, in the form on file with the City Clerk (the "Program pursuant to and in conformance with the Act for which notice was duly published as required by the Act; and WHEREAS, the Issuer, on the date hereof, held a public hearing with respect to the issuance of bonds to finance the Program pursuant to Section 147(0 of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to the Act, the Issuer proposes to undertake the Program to finance the acquisition and rehabilitation of a 252 -unit qualified residential rental project known as Four Courts Apartments (the "Project located at 3936 Northway Drive in the City to be owned by Brooklyn Center Leased Housing Associates Limited Partnership, a limited partnership formed under the laws of the State of Minnesota (the "Owner and WHEREAS, the Issuer is authorized to issue and sell the City of Brooklyn Center, Minnesota, Rental Housing Revenue Bonds (Four Courts Apartments Project) Series 1994 in the aggregate principal amount not to exceed $7,500,000; and said Bonds and the interest on said Bonds shall be payable solely from the revenue pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation nor 1 1 1 RESOLUTION NO. 94 -225 give rise to a pecuniary liability of the Issuer or a charge against its general credit or assets 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 said Project; and WHEREAS, the Issuer has received an allocation of authority to issue bonds subject to a federal volume limitation for the Project from the Minnesota Department of Finance, in accordance with Minnesota Statutes, Chapter 474A; and WHEREAS, forms of the following documents (including the exhibits referred to therein) have been submitted to the Issuer: a. An Indenture of Trust, dated as of October 1, 1994, to be made and entered into among the Issuer and First Trust National Association, as trustee (the "Trustee providing for the issuance of the Bonds, prescribing the form thereof, pledging the trust estate described therein for the security of the Bonds, and setting forth proposed recitals, covenants and agreements by the parties with respect thereto; b. A Regulatory Agreement, dated as of October 1, 1994, to be executed by the Issuer, Trustee and the Owner, setting forth certain covenants of the Owner relating to the compliance of the Project with federal tax law restrictions relating to the Bonds; c. A Bond Purchase Agreement (the "Bond Purchase Agreement by and among the Issuer, the Owner and Piper Jaffray, Inc. (the "Underwriter providing for the purchase of the Bonds by the Underwriter; d. A Limited Offering Memorandum (the "Limited Offering Memorandum The agreements described and referred to in paragraphs a through c above shall hereinafter sometimes be referred to collectively as the "Agreements". NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, that: Section 1. The Issuer acknowledges, finds, determines and declares that the preservation of the quality of life in the City 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, and that many would -be providers of housing units for low and moderate income persons in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit. 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 1 1 1 RESOLUTION NO. 94 -225 Housing and Urban Development for Hennepin County, and that, based solely on representations of the Owner, 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. Section 2. The Issuer further finds, determines and declares that the purpose of the Program is to issue the Bonds, the proceeds of which will be used to finance the acquisition and rehabilitation of the Project for occupancy primarily by persons of low and moderate income, and the Issuer hereby approves and adopts the Program. Section 3. For the purpose of financing the Program, 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. Section 4. The Bonds shall be special obligations of the Issuer, payable solely from the revenues of the Program, 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 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 "Manager to execute under the corporate seal of the Issuer, the Agreements, and to deliver the Agreements to said Trustee, 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. All of the provisions of the Agreements, 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 Agreements shall be substantially in the form before the Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor pursuant to this section, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in his discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 5. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this Resolution or contained in the Agreements or other documents referred to therein shall be deemed to be the covenants, stipulations, obligations, representations, 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 1 1 1 RESOLUTION NO. 94 -225 conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this Resolution or of the Agreements or other documents referred to therein 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 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. Section 6. Except as herein otherwise expressly provided, nothing in this Resolution or in the Agreements, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Issuer, the holders of the Bonds, and the Trustee any right, remedy, or claim, legal or equitable, under and by reason of this Resolution or any provision hereof or of the Agreements or any provision thereof; this Resolution, the Agreements and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and the holders from time to time of the Bonds issued under the provisions of this Resolution and the Agreements, and the Owner to the extent expressly provided in the Agreements. Section 7. In case any one or more of the provisions of this Resolution or of the Agreements 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 Agreements or of the Bonds, but this Resolution, the Agreements, 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 Agreements, the pledge of revenues derived from the Program referred to in the Agreements, the pledge of collateral derived from the Program referred to in the Agreements, 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 Agreements, and the invalidity of the Agreements 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. Section 8. 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 Agreements and the other documents referred to therein to happen, exist, and be performed precedent to and in the enactment of this Resolution, and precedent to the issuance 1 1 RESOLUTION NO. 94 -225 of the Bonds, and precedent to the execution of the Agreements and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 9. The City Council 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 of them by or in connection with this Resolution and the Agreements and the other documents referred to therein for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Agreements and the other documents referred to above, and this Resolution. Section 10. The Issuer is not participating in the preparation of the Limited Offering Memorandum 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 Piper Jaffray Incorporated in connection with the issuance of the Bonds of the Limited Offering Memorandum in substantially the form on file with Issuer. The Limited Offering Memorandum is the sole material consented to by the Issuer for use in connection with the issuance of the Bonds. Section 11. The Mayor and the Manager are hereby designated and authorized to execute the Officers' Certificate, as defined in the Indenture, and to take such other administrative action as is permitted or required by the Agreements. Section 12. The Mayor and the 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 Agreements, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Agreements 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. Section 13. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this Resolution, any other member of the Council 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 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 any other member of the Council with the same force and effect as if such documents were executed and delivered by the Manager. Section 14. This Resolution shall be in full force and effect from and after its passage. 1 1 RESOLUTION NO. 94 225 ATTEST: October 11, 1994 Date Deputy Clerk Todd Paulson, Mayor The motion for the adoption of the foregoing resolution was duly seconded by member Celia Scott and upon vote being taken thereon, the following voted in favor thereof: Celia Scott, Dave Rosene, Barb Kalligher and Kristen Mann; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.