Loading...
HomeMy WebLinkAbout1990-038 CCR1 1 Member Jerry Pedlar resolution and moved its adoption: RESOLUTION NO. 90 -38 introduced the following RESOLUTION AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE REPLACEMENT BONDS UNDER THE MINNESOTA HOUSING ACT (EARLE BROWN COMMONS PROJECT) BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, as follows: 1. On September 17, 1986, the City issued its $8,800,000 Multifamily Housing Revenue Bonds, Series 1986 (Earle Brown Commons Project) (the "Original Bonds to provide financing for construction of a multifamily rental housing facility (the "Project by Earle Brown Commons Limited Partnership (the "Original Owner The Council has received a proposal from Earle Brown Commons Limited Partnership II, a Minnesota limited partnership (the "Company who purchased the Project from the Original Owner, that the City assist in amending and replacing the terms of the Original Bonds as herein described, pursuant to the Minnesota Statutes, Chapter 462C (the "Act through issuance by the City of its $8,800,000 Multifamily Housing Revenue Replacement Bonds, Series 1990 (Earle Brown Commons Project) (the "Bonds as further provided in a Placement Agreement (the "Placement Agreement between the City, the Company, and Miller, Johnson Kuehn Incorporated (the "Placement Agent The Bonds will be offered pursuant to an Official Statement (the "Official Statement 2. It is proposed that, pursuant to a First Amendment and Restatement of Loan Agreement dated March 1, 1990, between the City, as lender, and the Company, as borrower (the "Loan Agreement the City loans the proceeds of the Bonds to the Company to assist in the exchange and replacement of the Original Bonds thereby refinancing the cost of the Project. The basic payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. It is further proposed that the City assign its rights to the basic payments and certain other rights under the Loan Agreement to National City Bank of Minneapolis, in Minneapolis, Minnesota (the "Trustee as security for payment of the Bonds under a First Amendment and Restatement of Indenture of Trust dated March 1, 1990 (the "Indenture and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to a First Amendment and Restatement of Mortgage and Security Agreement and Fixture Financing Statement dated March 1, 1990 (the "Mortgage and enter into a First Amendment and Restatement of Assignment of Leases and Rents dated March 1, 1990 (the "Assignment of Leases and Rents To further secure payment of the Bonds and the interest thereon, John Parsinen, Jacquelyn Parsinen, L. A. Beisner, and Jean Beisner will deliver a Partial Guaranty Agreement dated March 1, 1990, in favor of the Trustee for the benefit of the Bondholders (the "Guaranty In 1 1 RESOLUTION NO. 90 -38 addition, the Company and the City will enter into a First Amendment and Restatement of Regulatory Agreement dated March 1, 1990 (the "Regulatory Agreement with respect to the Project and the City and the Housing and Redevelopment Authority in and for the City of Brooklyn Center, Minnesota, will reaffirm the Subordination Agreement entered into in connection with the Original Bonds (the "Subordination Agreement 3. Forms of the following documents have been submitted to the Council for approval: (a) The Loan Agreement. (b) The Indenture. (c) The Mortgage. (d) The Assignment of Leases and Rents. (e) The Guaranty. (f) The Placement Agreement. (g) The Subordination Agreement. (h) The Regulatory Agreement. 4. It is hereby found, determined, and declared that: (a) the issuance and sale of the Bonds, the execution and delivery by the City of the Loan Agreement, the Regulatory Agreement, Indenture, the Subordination Agreement, and the Placement Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement and Indenture and of all other acts and things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Indenture, Regulatory Agreement, Subordination Agreement, Placement Agreement, and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (b) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (c) the basic payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Bonds issued under the Indenture when due, and the Loan Agreement, Mortgage, and Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but 1 1 RESOLUTION NO. 90 -38 without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Premises and payable during the term of the Mortgage, Loan Agreement, and Indenture; (d) as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien, or encumbrance, legal or equitable upon any property of the City except the interests of the City in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without moral obligation on the part of the state or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and, the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 5. Subject to the final approval of the City Attorney, the forms of the Loan Agreement, the Placement Agreement, the Regulatory Agreement, Indenture, and Subordination Agreement and exhibits thereto are approved substantially in the form submitted. The Loan Agreement, Placement Agreement, Regulatory Agreement, Indenture, and Subordination Agreement, in substantially the form submitted, are directed to be executed in the name and on behalf of the City by the Mayor and the City Manager together with any other documents and certificates necessary to the transaction described above. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed, and recorded as provided herein and in the Loan Agreement and Indenture. 6. The City has not prepared nor made any independent investigation of the information contained in the Official Statement other than the section therein captioned "Issuer," and the City takes no responsibility for the Official Statement. The City Manager is hereby authorized to deem the Official Statement final at such time as the City has received a certification from the Company that it has deemed the Official Statement to be final. The use of the Official Statement by the Company and the Placement Agent is hereby authorized and confirmed. 7. The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. 1 RESOLUTION NO. 90 -38 The Bonds are to be issued in exchange for the Original Bonds, as further provided in the Indenture and Placement Agreement. As set forth in the Placement Agreement, any Bonds not so exchanged are to be purchased by the Placement Agent at a purchase price equal to par plus accrued interest. The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery. 8. The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the Placement Agent 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 of the Bonds as such facts appear 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. 9. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute said documents prior to their execution; and said City officials are hereby authorized to approve said changes on behalf of the City. 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 of the Mayor or City Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the City Manager, respectively. February 26, 1990 Date ATTEST: I e /CLQ 142 Clerk 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: Dean Nyquist, Celia Scott, Todd Paulson, Jerry Pedlar, and Philip Cohen; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.