Loading...
HomeMy WebLinkAbout1987-200 CCRMember Bill Hawes introduced the following resolution and moved its adoption: RESOLUTION NO. 87 -200 RESOLUTION AUTHORIZING A PROJECT UNDER MINNESOTA STATUTES 462C AND THE ISSUANCE OF FIRST MORTGAGE ELDERLY HOUSING REVENUE BONDS TO FINANCE THE PROJECT BE IT RESOLVED by the Council of the City of Brooklyn Center, Minnesota, as follows: 1. The Council has received a proposal from Maranatha Ministries Foundation (the "Foundation and Maranatha Residence Corporation (the "Sponsor that the City undertake to partially finance a certain Project as herein described, pursuant to the Minnesota Statutes, Chapter 462C (the "Act through issuance by the City of its $4,000,000 first Mortgage Elderly Housing Revenue Bonds, Series 1987 (the "Bonds and in accordance with a Bond Purchase Agreement (the "Purchase Agreement between the City, the Sponsor and Alliaon- Williams Company (the "Bond Purchaser 2. The Sponsor desires to acquire certain real estate and construct thereon a 65 unit elderly housing facility and related improvements and equipment (hereinafter referred to as the "Project The Project as described above will provide rental housing to elderly persons and will otherwise further the policies and purposes of the Act and the findings made in the preliminary resolution adopted by this Council on July 27, 1987 with respect to the Project are hereby ratified, affirmed and approved. 3. It is proposed that, pursuant to a Loan Agreement to be dated as of October 1, 1987, between the City as Lender and the Sponsor as Borrower (the "Loan Agreement the City loan the proceeds of the Bonds to the Sponsor to partially finance the cost of.the Project. The basic payments to be made by the Sponsor 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 First Trust Company, Inc., in Saint Paul, Minnesota (the "Trustee as security for payment of the Bonds under an Indenture of Trust dated as of October 1, 1987 (the "Indenture and that the Sponsor grant a mortgage and security interest in the Project to the Trustee pursuant to a 1 1 RESOLUTION NO. 87 -200 Mortgage and Security Agreement dated as of October 1, 1987 (the "Mortgage and to further secure the payment of the Bonds and the interest thereon, enter into an Assignment of Leases and Rents dated as of October 1, 1987 (the "Assignment of Leases and Rents 4. This Council by action taken on July 27, 1987 gave preliminary approval to the proposal and the Housing Finance Agency has given approval to the Project as tending to further the purposes and policies of the Act by issuing its non rejection Letter. 5. Pursuant to the preliminary approval of the Council, forms of the following documents have been submitted to the Council for approval: that: 1987. (a) The Loan Agreement. (b) The Indenture. (c) The Mortgage. (d) The Assignment of Leases and Rents. (e) The Bond Purchase Agreement. (f) The Official Statement dated October 20, 6. It is hereby found, determined and declared (a) the Project described in the Loan Agreement and Indenture referred to above constitutes a Project authorized by the Act; (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by the acquisition, construction and equipping of an elderly housing facility; (c) the Project is to be located within the City limits, at a site which is easily accessible to persons residing within the City and the surrounding communities; (d) the acquisition, construction and installation of the Project, the issuance and 1 RESOLUTION NO. 87 -200 sale of the Bonds, the execution and delivery by the City of the Loan Agreement, the Purchase Agreement and the Indenture, and the performance of all covenants and agreements of the City Contained in the Loan Agreement, the Purchase 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, the Purchase Agreement, Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (e) it is desirable that the Sponsor be authorized, in accordance with the provisions of the Act and subject to the terms and conditions set forth in the Loan Agreement, which terms and conditions the City determines to be necessary, desirable and proper, to complete the acquisition and installation of the Project by such means as shall be available to the Sponsor and in the manner determined by the Sponsor, and with or without advertisement for bids as required for the acquisition and installation of municipal facilities; (f) it is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture; (g) 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 Sponsor is required to pay all expenses of the operation and maintenance of the Project, including, but 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; 1 1 RESOLUTION NO. 8 -200 (h) under the provisions of Minnesota Statutes, Section 469.162, and 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. 7. Subject to the approval of the City Attorney and the provisions of paragraph 12 hereof, the forms of the Loan Agreement, the Purchase Agreement and Indenture and exhibits thereto and all other documents described in paragraph 5 hereof are approved substantially in the form submitted. The Loan Agreement and Indenture, 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. The Purchase Agreement and any other documents and certificates necessary to the transaction described above shall be executed by the appropriate City officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and "'recorded as provided herein and in said Loan Agreement and Indenture. 8. The City hereby finds that the information in the section of the Official Statement captioned "The Issuer" does not contain any untrue statement of a material fact or omit to state any fact which is necessary to make the statements made therein not misleading and hereby approves in substantially the form submitted to the City Council at this 1 RESOLUTION NO. 87 -200 meeting such information for inclusion in the Official Statement; and the City hereby ratifies, confirms and consents to the use of said section in the Official Statement in connection with the sale of the Bonds. 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 such information. 9. Designation of Qualified Tax Exempt Obligations. In order to qualify the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all subordinate entities of the City) during this calendar year 1987 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during this calendar year 1987 have been designated for purposes of Section 265(b)(3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 10. The City shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture. The offer of the Bond Purchaser to (a) purchase the Bonds for $3,920,000 (98% of their principal amount) plus accrued interest to the date of delivery at the interest rate specified in the Indenture, and (b) receive an additional fee of $100,000 for its services, is hereby accepted. 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 to the Bond Purchaser. 1 1 RESOLUTION NO. 87 -200 11. The Mayor and City Manager and other officers of the City are authorized and directed to prepare and furnish to the Bond Purchaser 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. 12. 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; 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. October 26, 1987 7/ Y 0 Date ATTEST: qt 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, Bill Hawes, and Rich Theis; and the following voted against the same: Gene Lhotka, whereupon said resolution was declared duly passed and adopted.