Loading...
HomeMy WebLinkAbout1993-205 CCR1 Member Dave Rosene resolution and moved its adoption: RESOLUTION NO. 93 -205 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF HEALTH CARE FACILITIES REVENUE BONDS (MARANATHA PROJECT) SERIES 1993, THE EXECUTION OF RELATED DOCUMENTS AND THE PERFORMANCE OF RELATED ACTIONS BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota (the "City as follows: Section 1. Authorization and Recitals. introduced the following 1.01 General Authority. Pursuant to Minnesota Statutes, Chapters 462C and 462A (the "Act the City is authorized to issue revenue bonds to (i) refund at a discount the City's First Mortgage Elderly Housing Revenue Bonds, Series 1987 (Maranatha Place Project) that were issued to finance the acquisition and construction of a 65 unit multifamily rental housing and 7 unit assisted living project for the elderly, and related facilities, located at 5415 69th Avenue North in the City which will be owned by Center Park Senior Apartments, Inc. (the "Apartment Project (ii) refinance certain taxable debt incurred in connection with the Apartment Project, (iii) refund certain taxable debt previously incurred for improvement to a 106 bed nursing home located at 5401 69th Avenue North in the City which is owned by Maranatha Conservative Baptist Home, Inc. (the "Nursing Home (iv) pay certain costs for improvement of the Nursing Home, and (v) establish reserves and pay costs of issuance (the "Project which constitutes a "development" within the meaning of the Act, in particular Section 462C.05, Subdivision 7 of the Act. 1.02 Proposed Financing. The Apartment Project will be owned by Center Park Senior Apartments, Inc. and the Nursing Home is owned by Maranatha Conservative Baptist Home, Inc., (collectively, the. "Borrowers each a Minnesota nonprofit corporation. The Borrowers have requested the City to issue and sell its Health Care Facilities Revenue Bonds (Maranatha Project) Series 1993 in an aggregate principal amount of not to exceed $4,100,000 (the "Bonds The Bonds are proposed to be issued pursuant to an Indenture of Trust (the "Indenture between the City and National City Bank of Minneapolis (the "Trustee Sale proceeds of the Bonds are proposed to be loaned to the Borrowers pursuant to a Loan Agreement (the "Loan Agreement in order to finance the Project as described above. The Loan Agreement will provide for payments from the Borrowers sufficient to timely pay when due all principal of and interest on the Bonds. The Bonds are proposed to be secured by an assignment to the Trustee of all rights of the City in the Loan Agreement (with certain exceptions) and by a mortgage lien on and security interest in the Project as well as an assignment of leases and rents of the Project granted 1 1 Resolution No. 93 -205 pursuant to a Mortgage Agreement from the Borrowers to the City (the "Mortgage The City is proposed to assign its rights under the Mortgage to the Trustee pursuant to an Assignment of Mortgage (the "Mortgage Assignment Disbursement of Bond proceeds deposited in the Construction Fund created by the Indenture shall be subject to a Disbursing Agreement between Maranatha Conservative Baptist Home, Inc., the Trustee and the Disbursing Agent named therein (the "Disbursing Agreement Dougherty, Dawkins, Strand Bigelow Incorporated (the "Underwriter proposes to act as the underwriter to purchase all Bonds at the prices and upon the terms set forth in a Bond Purchase Agreement between the City, the Borrowers and the Underwriter (the "Bond Purchase Agreement The Bonds will be offered pursuant to a Preliminary Official Statement (the "Preliminary Official Statement and are proposed to be sold pursuant to a final Official Statement (the "Final Official Statement 1.03 Documentation. Forms of the following have been prepared and submitted to this Council and are hereby directed to be filed: (a) the Indenture; (b) the Loan Agreement; (c) a form of Bond (attached as Exhibit A to the Indenture); (d) the Mortgage; (e) the Mortgage Assignment; (f) the Bond Purchase Agreement; and (g) the Disbursing Agreement. Section 2. Findings and Approval of Documents. Based on the foregoing, the City Council hereby determines that issuance of the Bonds furthers the purposes of the Act and approval of the Bonds and the transactions herein contemplated are in the public interest of the City. The forms of each document listed in Section 1.03 are hereby approved. Section 3. Official Statement. The Board has been presented with the form of the Preliminary Official Statement and a form of the Official Statement and hereby ratifies its consent to the use of the Preliminary Official Statement and consents to the MFFOC83 8 WP5 -2- 1 1 1 Resolution No. 93 -205 use of the Final Official Statement in substantially the form presented. The City has not reviewed or participated in the preparation of the Preliminary Official Statement or the Final Official Statement, has made no independent investigation with respect to the information contained therein and assumes no responsibility for the accuracy or completeness of such information. Section 4. The Bonds: Terms. Sale and Execution. 4.01 Authorization: Price. The Board hereby authorizes the issuance of the Bonds in the above described aggregate principal amount bearing the interest rate or rates as negotiated between the Borrowers and the Underwriter (provided such rate or rates shall not exceed 8.500 per annum) and the sale thereof to the Underwriter at the price and upon the terms contained in the Bond Purchase Agreement. 4.02 Terms. All terms of the Bonds, including their interest rates, series, dates, maturity, place and medium of payment, registration privileges, redemption terms, manner of execution, form and other terms, covenants and conditions shall be as provided in the Indenture, which is hereby incorporated in its entirety herein and shall constitute a part of this Resolution; provided that the Bonds shall be subject to maturity or mandatory sinking fund redemption commencing in 1994 through final maturity in amounts that shall cause annual scheduled payments of principal and interest to be approximately level. 4.03 Execution. The Mayor and City Clerk are hereby authorized and directed to execute the Bonds and the other documents referred to above, to the extent the City is a party thereto and the signatures of such persons are called for, and to deliver them to the Trustee, together with the other documents, certificates, consents or instruments required of the City in the Indenture or as may be appropriate to effect the transactions herein contemplated, but only upon satisfaction of the conditions precedent to issuance of the Bonds set forth in the Indenture and satisfaction (or waiver) of the conditions precedent to the Underwriter's obligation to purchase the Bonds set forth in the Bond Purchase Agreement. Copies of all foregoing documents, certificates, consents or instruments shall be delivered, filed and recorded as provided therein. 4.04 Modifications, Absence of Officers. The approval hereby given to the execution and delivery of various items referred to in Section 4.03, including the Bonds, includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Faegre Benson as Bond Counsel prior to the execution and MFFOC838.WPS -3- 1 1 1 Resolution No. 93 -205 delivery of the same. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence or disability of any officer or employee of the City, any of the documents authorized by this Resolution to be executed by such person may be executed by any other person who is otherwise permitted by law to execute such documents on behalf of the City. Section 5. Authentication of Proceedincxs. The Mayor, City Clerk and other officers of the City are authorized and directed to furnish 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 or control or as otherwise known to them; and all such certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 6. Limitations of the Citv's Obliaations. 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 charged upon any funds other than the revenues pledged to the payment thereof, 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 pledged therefor under the Indenture, Mortgage and Mortgage Assignment. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Bonds, the Loan Agreement, the Indenture, the Mortgage, Mortgage Assignment or the Bond Purchase Agreement shall be subject at all times to the availability of revenues furnished by or on behalf of the Borrowers 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. Section 7. Effective Date. That Resolution shall become effective as of the date and time of its adoption. MFFOC838 WP5 -4- 1 1 1 Resolution No. 93 -205 November 22, 1993 ATTEST: kL kru t M Deputy Clerk MFFOC838. WP5 -5- Date 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: Todd 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.