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HomeMy WebLinkAbout1989-207 CCR1 Member Philip Cohen resolution and moved its adoption: RESOLUTION NO. 89 -207 Section 1. Definitions. Lender: General Electric Capital Delaware corporation, its successors and assigns; Loan Agreement: the Loan Agreement to between the City and the Partnership; introduced the following RESOLUTION RELATING TO A $8,100,000 COMMERCIAL DEVELOPMENT REFUNDING REVENUE NOTE (BROOKDALE TWO LIMITED PARTNERSHIP PROJECT); AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152- 469.1651 BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, as follows: 1.01. In this Resolution the following terms have the following respective meanings unless the context hereof or use here in clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152- 469.1651, as amended; Assignment: the Assignment of Leases and Rents to be given by the Partnership to the Lender; City: the City of Brooklyn Center, Minnesota, its successors and assigns; Guaranty: the Guaranty Agreement to be given by Northwestern National Life Insurance Company to the Lender; Holder: the Lender or any person to whom the Note has been assigned pursuant to Section 4.04 of this Resolution; Improvements: the approximately 116,000 square foot office building and related facilities and improvements located on the Land; Land: the real estate located in the County of Hennepin, State of Minnesota, and legally described in Exhibit A to the Mortgage; Corporation, a be entered into 1 1 that: RESOLUTION NO. 89 -207 Mortgage: the Combination Mortgage, Security Agreement and Fixture Financing Statement to be entered into between the Partnership, as mortgagor, and the Lender, as mortgagee; Note: the $8,100,000 Commercial Development Refunding Revenue Note (Brookdale Two Limited Partnership Project) to be issued by the City pursuant to this Resolution; Partnership: Brookdale Two Limited Partnership, a Minnesota limited partnership and its permitted successors and assigns under the Loan Agreement; Pledge Agreement: the Pledge Agreement to be given by the City to the Lender; Project: the Improvements and the Land; Refunded Bonds: the City's Commercial Development Revenue Bonds (Brookdale Two Limited Partnership Project), Series 1984, dated December 1, 1984, outstanding in the principal amount of $8,100,000; Remarketing Agreement: the Remarketing Agreement to be entered into between the City, the Partnership, the Guarantor and Juran Moody, Inc., as Remarketing Agent; and Resolution: this resolution of the City. Section 2. Findings. It is hereby found and declared (a) the Project has contributed to the tax base of the City, has been of direct benefit to the taxpayers of the City as well as those of the County of Hennepin and the school district in which the Project is located and refinancing of the Project will enhance the economic viability of the Project; (b) the Project has heretofore been approved by the Minnesota Department of Energy and Economic Development as furthering the purposes of the Act after a public hearing as required by the Act and Section 103(k) of the Internal Revenue Code of 1954, as amended; (c) the refinancing of the Project, the issuance and sale of the Note, the execution and delivery of the Loan Agreement, the Remarketing Agreement and the Pledge Agreement, and the performance of all covenants and agreements of the City contained in the Note, the Loan 1 RESOLUTION NO. 89 -207 Agreement, the Remarketing Agreement and the Pledge Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Note, the Loan Agreement, the Remarketing Agreement and the Pledge Agreement valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (d) it is desirable that the Note in the amount of $8,100,000 be issued by the City upon the terms set forth herein, and that the City pledge its interest in the Loan Agreement and grant a security interest therein to the Lender pursuant to the Pledge Agreement as security for the payment of the principal of, premium, if any, and interest on the Note, and the City has not heretofore pledged, assigned or otherwise encumbered its interest in the Loan Agreement; and (e) the loan payments contained in the Loan Agreement are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and interest on the Note when due, and the Loan Agreement also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreement. Section 3. Approval of Agreements; Execution. 3.01. Approval of Documents. Pursuant to the foregoing, there have been prepared and presented to the Council copies of the following documents, all of which are now, or shall be, placed on file in the office of the City Clerk: (a) Assignment; (b) Loan Agreement; (c) Mortgage; (d) Guaranty; (e) Pledge Agreement; and (f) Remarketing Agreement. RESOLUTION NO. 89 -207 The forms of the documents listed in (a) through (f) above are hereby approved, with such variations, insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. 3.02. Execution. Upon the completion of the Loan Agreement, the Pledge Agreement and the Remarketing Agreement approved in Section 3.01 hereof, the Mayor and the City Manager shall execute the same on behalf of the City, shall execute the Note in substantially the form approved in Section 4.01 hereof on behalf of the City, and shall execute such other certifications, documents or instruments as bond counsel or counsel for the Lender shall require, subject to the approval of the City Attorney, and all certifications, recitals and representations therein shall constitute the certifications, recitals and representations of the City. Execution of any instrument or document by one or more appropriate officers of the City shall constitute, and shall be deemed the conclusive evidence of, the approval and authorization by the City and the Council of the instrument or document so executed. Section 4. The Note. 4.01. Form and Authorized Amount. The Note shall be issued substantially in the form presented to the Council and set forth as Exhibit A to this Resolution with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, in the total principal amount of $8,100,000. The terms of the Note are set forth therein, and such terms, including but not limited to provisions as to interest rate, dates and amount of payment of principal and interest and prepayment privileges, are incorporated by reference herein. It is acknowledged that the interest rate is not completed in the Note set forth as Exhibit A to this Resolution. The City Manager is hereby authorized to approve the initial rate, provided that such rate does not exceed 8.25% per annum. The approval of the City Manager shall be conclusively presumed by the execution of the Note by the officers of the City. 4.02. Execution. The Note shall be executed on behalf of the City by the signatures of the Mayor and the City Manager and shall be sealed with its corporate seal. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 1 1 RESOLUTION NO. 89 -207 4.03. Mutilated, Lost and Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new Note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon payment by the Holder of the expenses and charges of the City in connection therewith, and, in case the Note is destroyed or lost, filing by the Holder with the City evidence satisfactory to it of such loss or destruction. 4.04. Assignment. The Note may be assigned by the Holder, from time to time, by endorsement thereon or by separate written instrument; provided that notice of any such assignment shall be given in writing to the City and the Partnership. At the request of the Holder, the Note shall be registered on the books of the City, subject to the conditions set forth in the form of the Note attached hereto as Exhibit A. 4.05. Redemption of Refunded Bonds. The Refunded Bonds shall be redeemed on December 1, 1989 from the proceeds of the Note and the trustee for the Refunded Bonds is authorized to give notice of redemption of the Refunded Bonds in accordance with their terms. Section 5. Limitations of the City's Obligations. Notwithstanding anything contained in the Note, the Loan Agreement or the Pledge Agreement or any other documents referred to in Section 3.01 hereof, the Note 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 revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no Holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement, and the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement. The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Note, the Loan Agreement or the Pledge Agreement and the other documents listed in Section 3.01 hereof shall be subject at all times to the availability of revenues furnished by the Partnership 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 other than as stated above. RESOLUTION NO. 89 -207 ATTEST:e: October 23, 1989 Date 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, and Philip Cohen; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.