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HomeMy WebLinkAbout1985-237 CCRCERTIFICATION OF MINUTES RELATING TO $9,000,000 Commercial Development Revenue Bonds (Brookdale Three Limited Partnership Project) Issuer: City of Brooklyn Center, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting, he-d on December 11, 1985, at 7:00 o'clock P.M. at the City Hall. Members present: Members absent: Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 85 -237 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BROOKLY14 CENTER, MINNESOTA, APPROVING THE ISSUANCE AND SALE OF t9,000,000 COIlIMERCIAL DEVELOPMENT REVENUE BONDS (BROOKDALE THREE LIMITED PARTNERSHIP PROJECT) AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such record' g officer this 11th day of December, 1985. Signa£u (SEAL) Gerald G. Splinter; City Manager -Clerk Member Rich Theis introduced the following resolution and moved its adoption: RESOLUTION NO. 85 -237 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER, MINNESOTA, APPROVING THE ISSUANCE AND SALE OF $9,000,000 COMMERCIAL DEVELOPMENT REVF14UE BONDS (BROOKDALE THREE LIMITED PARTNERSHIP PROJECT) AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO BE IT RESOLVED by the City Council (the Council) of the City of Brooklyn Center, Minnesota (the Municipality), as follows: Section 1. It is hereby found, determined and declared as follows: (A) Under Minnesota Statutes, Chapter 474, as amended (the Act), the Municipality is authorized and empowered to issue revenue bonds to finance all or any part of the costs of acquisition, construction and equipping of projects and to enter into "revenue agreements" with "contracting parties" (as defined in the Act) providing for the prompt payment by the contracting party of principal of and interest on the revenue bonds when due. (B) A preliminary resolution proposing the issuance of revenue bonds in an amount not to exceed $9,000,000 to finance the cost of the acquisition, construction and equipping of a 110,000 square foot office building (the Project) in the Municipality on behalf of Brookdale Three Limited Partnership, a Minnesota limited partnership (the Company), was adopted October 21, 1985. (C) The issuance and sale of up to $9,000,000 Commercial Development Revenue Bonds (Brookdale 'Three Limited Partnership Project) (the Bonds) by the Municipality and the financing of the Project pursuant to the Act will serve the public interest by expanding the commercial tax base and employment opportunities in the Municipality. (D) Pursuant to a Mortgage Loan Agreement to be dated December 1, 1985 (the Loan Agreement), to be entered into between the Municipality and the Company, the Municipality will lend the proceeds of the Bonds to the Company and the Company agrees to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the -2- RESOLUTION N0. 85 -237 principal of, premium, if any, and interest on the Bonds. In addition, the Loan Agreement contains provisions relating to the construction and completion of the Project, the payment by the Company of certain administrative and legal costs of the Municipality, the maintenance and operation of the Project, indemnification, insurance and other agreements and covenants which are required or permitted by the Act and which the Municipality and the Company deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the Council. (E) Pursuant to an Indenture of Trust to be dated December 1, 1985 (the Indenture), to be entered into between the Municipality and First Trust Company, Inc. (the Trustee), the Municipality pledges and grants a security interest in all of its right, title and interest in the Loan Agreement (except for certain rights for reimbursement of certain costs and expenses and for indemnification) to the Trustee. A draft of the Indenture has been submitted to the Council. (F) The Bonds will be special limited obligations of the Municipality. The Bonds shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the Municipality be subject to any liability thereon. No holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the Municipality to pay the Bonds or the interest thereon, nor to enforce payment thereof against any property of the Municipality. The Bonds shall not constitute a debt of the Municipality within the meaning of any constitutional or statutory limitation. Section 2. In order to provide for the financing of the Project, the Municipality hereby authorizes the issuance of the Bonds.in the principal amount not to exceed 19,000,000. The Bonds shall be in the general form set forth in the Indenture. The Mayor and City Manager are authorized to approve the final maturity schedule for the Bonds (provided the principal amount shall not exceed $9,000,000) and the final interest rates (provided the net effective rate shall not exceedlO% per annum). The Bonds shall be sold to Juran Moody, Inc. at a price not less than 95% of principal amount, upon the terms specified in a Bond Purchase Agreement which the Mayor and Manager are authorized to negotiate and execute upon approval thereof by the City Attorney. Section 3. The Loan Agreement and the Indenture are hereby made a part of this resolution as fully as though set -3- RESOLUTION NO. 85 -237 forth herein and are hereby approved in substantially the form presented to the Council. The Mayor and the Manager are hereby authorized and directed to execute, acknowledge and deliver said documents on behalf of the Municipality with such changes, insertions and omissions therein as the City Attorney may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof. Section 4. Juran Moody, Inc. is authorized to prepare and distribute a Preliminary Official Statement and an Official Statement for the issue provided that the Municipality assumes no responsibility for the accuracy or completeness thereof. Section 5. The Mayor and the Manager are hereby authorized and directed to execute and deliver such other documents and certificates as may be necessary or desirable to accomplish the issuance of the Bonds, subject to approval thereof by the City Attorney. December 11,19 8 5 Date Mayor//',4 ATTEST: X11 L, lerk The motion for the adoption of the foregoing resolution was duly seconded by member Bill Hawes and upon vote being taken thereon, the following members 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.