Loading...
HomeMy WebLinkAbout1986-152 CCR1 1 1 Member resolution and moved its adoption: Rich Theis introduced the following RESOLUTION NO. 86 152 AUTHORIZING THE ISSUANCE OF THE CITY OF BROOKLYN CENTER, MINNESOTA, MULTIFAMILY HOUSING DEVELOPMENT REVENUE BONDS (EARLE BROWN COMMONS PROJECT), IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $8,800,000; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, A REGULATORY AGREEMENT AND RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AUTHORIZING ACCEPTANCE OF THE CONTRACT OF PURCHASE IN CONNECTION WITH THE BONDS; CONSENTING TO THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND A FORM OF FINAL OFFICIAL STATEMENT AND PROVIDING FOR THE SECURITIES, RIGHTS, AND REMEDIES OF THE OWNERS OF SAID REVENUE BONDS WHEREAS, the City of Brooklyn Center (the "City is a home rule charter city 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, Chapters 462A and 462C, as amended (the "Acts the City is authorized to carry out the public purposes described therein and contemplated thereby by issuing its revenue bonds to defray, in whole or in part, the development costs of a rental housing development, and by entering into any agreements made in connection therewith and pledging them as security for the payment of the principal of and interest on any such revenue bonds (the "Program and WHEREAS, to provide a means of financing the cost of a rental housing development that will provide decent, safe and sanitary housing for residents of the City at rents they can afford, and further (1) to provide for and promote the public health, safety, morals and welfare; (2) to provide for efficient and well planned urban growth and development, including the elimination and prevention of potential urban blight, and the proper coordination of industrial facilities with public services, mass transportation and multifamily housing developments; and (3) to assist persons of low- and moderate income in obtaining safe and sanitary housing at rents which they can afford, which constitute valid public purposes for the issuance of revenue bonds under the Acts, the City has developed a program with respect to (i) the issuance by the City of its Multifamily Housing Development Revenue Bonds (Earle Brown Commons Project) (the "Bonds in the maximum aggregate principal amount of $8,800,000 and (ii) the use of the Bond proceeds by the City to make a mortgage loan (the "Loan to Earle Brown Commons Limited Partnership, a Minnesota limited partnership (the "Owner in accordance with the provisions of the loan Agreement between the City and the Owner dated as of September 1, 1986 (the "Loan Agreement and WHEREAS, the City developed a Housing Plan pursuant to and in conformity with the Acts and on September 20, 1982, held a public hearing thereon after one publication of notice in a newspaper circulating generally in the City on August 16, 1982, preliminarily approved the Housing Plan and forwarded the same to the Metropolitan Council for review and comment pursuant to the Acts; and 1 1 1 RESOLUTION No. 86 -152 WHEREAS, the City by the passage of Resolution No. 82 -189 adopted the Housing Plan on September 20, 1982; and WHEREAS, the Housing Plan was reviewed by the Metropolitan Council, which reviewed the Housing Plan and forwarded its comments to the City, which comments were reviewed and discussed by the City; and WHEREAS, the Earle Brown Commons Project Program (the "Program is an individual component of the Housing Plan for which the Bonds were proposed; and WHEREAS, the City Council of the City adopted the Program as a part of the adoption of the Housing Plan, by the passage of a resolution on December 30, 1985 adopted after conducting a public hearing on the program after publication of notice thereof in a newspaper circulating generally in the City at least fifteen (15) days before the hearing; and WHEREAS, the Acts require approval of the Program by the Minnesota Housing Finance Agency (the "Agency which approval was given on March 27, 1986 by reason of the Agency's failure to notify the City of its decision within 30 days; and WHEREAS, pursuant to the Acts, and the Indenture of Trust dated September 1, 1986 by and between the City and National City Bank of Minneapolis (the "Trustee (the "Indenture the City proposes to undertake the Program, and for the financing thereof, to authorize, issue and sell the Bonds; and WHEREAS, the Bonds and the interest thereon will not constitute an indebtedness of the City or a loan of the credit thereof within the meaning of any constitutional provision or statutory limitation and shall never constitute or give rise to a pecuniary liability of the City. Neither the State of Minnesota nor any political subdivision thereof nor the City shall be obligated to pay the principal of, premium, if any, or interest on the Bonds or other costs incidental thereto except from the revenues and other amounts pledged therefor, and neither the general credit nor the taxing power of the State or any political subdivision thereof or the City is pledged to the payment of the principal of, premium, if any, or interest on the Bonds or other costs incidental thereto. No Bondholder shall have the right to demand payment of the principal of, premium, if any, and interest on the Bonds out of any funds to be raised by taxation; and WHEREAS, in order to comply with the requirements of Tax Equity and Fiscal Responsibility Act of 1982, the City Council held a public hearing on December 30,1985, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen days before the hearing, and the City Council gave preliminary approval to proceed with the financing for the Project and issue the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER, MINNESOTA: Section 1. The City Council of the City 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, that accomplishing this is a public purpose, and that many would -be providers of housing units in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit because the mortgage credit market is severely restricted. 1 1 1 RESOLUTION NO. 86 152 Section 2. The City Council of the City further finds, determines, and declares that the purpose of the Program is to issue the Bonds, the proceeds of which will be loaned to the Owner pursuant to the Loan Agreement, to finance the construction of a rental housing development consisting of 140 rental units to be located on Summit Drive North and Earle Brown Drive in the City of Brooklyn Center, as more fully described in the Loan Agreement (the "Project for occupancy primarily by persons of low and moderate income. Section 3. For the purpose of financing the Program there is hereby authorized the issuance of the Bonds of the City in an amount equal to $8,800,000. The Bonds shall be in such principal amount, shall mature, shall be in such denomination, shall be numbered, shall be dated, 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 and the Official Statement hereinafter referred to. The Bonds shall bear interest as set forth in the Official Statement. Section 4. The Bonds shall be special obligations of the City payable solely from the revenues of the Program, in the manner provided in the Indenture. The Bonds do not constitute a debt of the City, nor does the City pledge its full faith and credit in regard to the issuance of the Bonds. The City Council of the City hereby authorizes and directs the Mayor of the City (the "Mayor and the City Manager (the "City Manager to execute, under the corporate seal of the City, the Indenture, and to deliver to the Trustee (the "Trustee the Indenture, 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 City, and the Trustee as set forth herein. All of the provisions of the Indenture, 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 Indenture shall be substantially in the form on file with the City Clerk of the City (the "Clerk on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as so not materially affect the substance of the transaction and as the Mayor and City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. Section 5. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement from Miller Securities, Incorporated (the "Underwriter All of the provisions of the Bond Purchase Agreement, when executed and delivered 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 Bond Purchase Agreement shall be substantially in the form on file with the Clerk on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager (and the release upon the approval of the City's attorney) shall be conclusive evidence of such determination. Section 6. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Loan Agreement and, when executed and delivered as authorized herein, the Loan Agreement shall be deemed to be a part of this resolution as fully and to 1 1 1 RESOLUTION NO. 86 152 the same extent as if incorporated verbatim herein and shall be in full force and effect form the date of execution and delivery thereof. The Loan Agreement shall be substantially in the form on file with the Clerk on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as do not materially affect the substance of the transaction and as they Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and City Manager (and the release upon the approval of the City's attorney) shall be conclusive evidence of such determination. Section 7. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Regulatory Agreement (the "Regulatory Agreement between the City, the Trustee and the Owner and, when executed and delivered as authorized herein, the Regulatory Agreement shall be substantially in the form on file with the Clerk on the date hereof, and is hereby approved, with such necessary variations, omissions, and insertions as do not materially affect the substance of the transaction and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager (and the release upon the approval of the City's attorney) shall be conclusive evidence of such determination. Section 8. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, Loan Agreement, Regulatory Agreement, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the City or the City Council members thereof by the provisions of this resolution or of the Indenture, the Loan Agreement, the Regulatory Agreement or other documents referred to above shall be exercised or performed by the City, or by such members, 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, the Loan Agreement, the Regulatory Agreement 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 city in that person's individual capacity, and neither the members of the City Council of the City 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 9. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the owners of the Bonds, the Trustee, and the Owner to the extent expressly provided in the Indenture, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, the owners from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Owner to the extent expressly provided in the Indenture. Section 10. In case any one or more of the provisions of this resolution or of the Indenture 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 Indenture or of the Bonds, but this resolution, the Indenture, and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The -4- 1 1 1 RESOLUTION NO. 86 -152 terms and conditions set forth in the Indenture, the pledge of revenues derived from the Program referred to in the Indenture, 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, and other monies are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City 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 City are as binding as if contained in this resolution separate and apart from the Indenture. Section 11. 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 Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 12. The City Council of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Indenture and other documents referred to above for the full, punctual„ and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. Section 13. The City hereby consents to the distribution of the Preliminary Official Statement relating to the Bonds, substantially in the form on file with the Clerk on the date hereof. The City hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Final Official Statement, substantially in the form of the Preliminary Official Statement on file with the Clerk; provided that the City Manager may consent to such variations, omissions, and insertions as are not materially inconsistent with the form on file with the Clerk on the date hereof. The Preliminary Official Statement and the Final Official Statement are the sole materials consented to by the City for use in connection with the offer and sale of the Bonds. The City has consented to the distribution of the Preliminary Official Statement and Official Statement, but has not participated in the preparation of the Official Statement, made any independent investigation or review of the same, or approved the Official Statement or information contained therein, and assumes no responsibility for the sufficiency, accuracy or completeness of such Official Statement of information. Section 14. The Mayor and the City Manager are authorized and directed to execute and delivery any and all certificates, agreements or other documents which are required by the Indenture, the Loan Agreement, the Bond Purchase Agreement or the Regulatory Agreement or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture or the other documents referred to in this Resolution, or to evidence compliance with Section 103(b)(4)(A) or Section 103(c) of the Internal Revenue Code of 1954, as amended; and the Mayor and the City Manager are hereby designated as Officers of the City for the purposes of executing the Officer's Certificate; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. 1 RESOLUTION NO. 86 -152 Section 15. If for any reason the Mayor of the City is unable to execute and deliver those documents referred to in this Resolution, any other member of the City Council of the City 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 City Manager or the Clerk of the City 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 City Council or the City Clerk with the same force and effect if such documents were executed and delivered by the City Manager of the City. Section 16. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the Indenture, the Loan Agreement, the Regulatory Agreement, or the Bond Purchase Agreement or any other Agreement or instrument relative to the Bonds, whether or not (i) actually issued or delivered or (ii) the Project is actually completed, shall be paid by the Owner or reimbursed by the Owner to the City. Section 17. This resolution shall be in full force and effect from and after its passage. Section 18. The Council of the City hereby finds that the Project is designed to be affordable by persons and families with adjusted gross income not in excess of the limits set forth in Section 462C.03, Subdivision 2 of the Act. Section 19. The Council of the City hereby makes the following findings: (a) The City is a home rule charter city organized and existing under the Constitution and the laws of the State of Minnesota. (b) The City has full legal right, power and authority under the Indenture and the laws of the State of Minnesota (1) to enter into the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement and the Indenture; (ii) to issue, execute and delivery the Bonds; and (iii) to consummate all other transactions contemplated by the Bond Purchase Agreement and such other documents, including, without limitation, the deposit of the proceeds of the Bonds with the Trustee. (c) The City has taken all official actions necessary to authorize (I) the execution and delivery of the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement and the Indenture; (ii) the issuance, execution and delivery of the Bonds; and (iii) the consummation of all transactions contemplated by the Loan Agreement and such other documents. Provided this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds, Bond Purchase Agreement, Regulatory Agreement, Indenture, or Loan Agreement by reason of the existance of any facts contrary to this finding. (d) To the best knowledge of the City, the execution and delivery of the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement and the Indenture, the issuance, execution and delivery of the Bonds, and the consummation of the transactions contemplated hereby and thereby do not violate any law, rule, regulation or ordinance or any order, judgment or decree of any federal, state or local court, and do not conflict with or constitute a breach of or a default under a resolution or under the terms and conditions of any Agreement, instrument or commitment to which -6- 1 1 1 RESOLUTION NO. 86 -152 the City is a party or by which the City or any of its property is bound. Provided this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds, Bond Purchase Agreement, Regulatory Agreement, Indenture, or Loan Agreement by reason of the existance of any facts contrary to this finding. (e) To the best knowledge of the City, there is no formal action, suit, proceeding, inquiry or investigation pending or threatened against the City by or before any court, governmental agency or public board or body with jurisdiction over the City (nor is there any basis therefor) which (i) affects or questions the existence of or the territorial jurisdiction of the City or the title to office of any member of the City Council of the Issuer; (ii) affects or seeks to prohibit, restrain or enjoin the execution and delivery of the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement or the Indenture, or the issuance, execution or delivery of the Bonds; (iii) affects or questions the validity or enforceability of the Loan Agreement, the Bond Purchase Agreement, the Indenture or the Bonds; (iv) questions the tax exempt status of the Bonds; or (v) questions the powers of the City to carry out the transactions contemplated by the Loan Agreement, the Bond Purchase Agreement, the Indenture or the Bonds. Provided this finding is made solely for the purpose of estopping the City from denying the validity of the Bonds, Bond Purchase Agreement, Regulatory Agreement, Indenture, or Loan Agreement by reason of the existance of any facts contrary to this finding. (f) The information contained in the Official Statement is complete and accurate and at the Closing Date (as hereafter defined) will be true and accurate. To the best knowledge of the City, neither the Official Statement, nor any amendment or supplement thereto, includes any untrue statement of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, provided, however, that these representations and warranties of the City shall apply only to the information contained in the Official Statement under the caption "THE ISSUER." (g) The City will cause the proceeds from the sale of the Bonds to be paid to the Trustee as specified in the Resolutions and the Indenture. So long as any of the bonds are outstanding and except as may be authorized by the Resolution, the Agreement or the Indenture, the City will not issue or sell any bonds or other obligations, other than the Bonds sold thereby, the interest on the premium, if any, or principal of which will be payable from the payments to be made under the Agreement or the Indenture except as provided in the Indenture. (h) The issuance and sale of the Bonds will not be subject to any issuance, transfer or other documentary stamp taxes imposed by the City. (I) Any certificates signed by an authorized officer of the City delivered pursuant to the Loan Agreement, the Bond Purchase Agreement, the Regulatory Agreement, the Indenture or any document contemplated thereby shall be deemed a representation and warranty by the City as to the statements made therein. 1 1 1 RESOLUTION NO. 86 152 September 15, 1986 Date ATTEST_ 7c 9- :A-e: Clerk Mayo The motion for the adoption of the foregoing resolution was duly seconded by member Bill Hawes and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Bill Hawes, and Rich Theis; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted.