Loading...
HomeMy WebLinkAbout1984-178 CCRMember Celia Scott introduced the following resolution and moved its adoption: RESOLUTION NO. 84 -178 RESOLUTION OF THE CITY OF BROOKLYN CENTER, HENNEPIN COUNTY, MINNESOTA, AUTHORIZING THE ISSUANCE OF $3,360,000 TOTAL AUTHORIZED PRINCIPAL AMOUNT CITY OF BROOKLYN CENTER, MINNESOTA FLOATING RATE DEMAND COMMERCIAL DEVELOPMENT REVENUE REFUNDING BONDS (BROOKDALE OFFICE PARK PROJECT), SERIES 1984 AND APPROVING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS RELATING THERETO BE IT RESOLVED BY THE CITY COUNCIL of the City of Brooklyn Center, Minnesota (the City) as follows: Section 1. Findings. It is hereby found and declared that: 1.1 The City is authorized by the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment, or extension of any properties, real or personal, used or useful in connection with a revenue producing enterprise, and to enter into a revenue agreement, as defined in the Act, with the party to whom the proceeds of the sale of the revenue bonds are loaned providing for payments to be made by such party in such amounts as shall from time to time be necessary to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on such revenue bonds when due. 1.2 Under the Act, the City issued its Commercial Development Revenue Bonds (Brookdale Office Park Partnership Project) Series 1982 in the aggregate principal amount of $8,200,000 (the Original Bonds) in order to finance a portion of the cost of a project under the Act on behalf of Brookdale Office Park Partnerhip, a Minnesota general partnership (the Company). 1.3 At the time of the Issuance of the Original Bonds, the contemplated project consisted of the acquisition, construction, improvement, and equipping of three commercial office buildings located in the area northwest of the Brookdale Shopping Center in the City (the Project) Only one office building, approximately 55,000 square feet in size, was actually constructed and the unused portion of the proceeds of the sale of the Original Bonds has previously been used to redeem a portion of the Original Bonds prior to maturity. 1 .4 By Resolution No. 81 -65 duly adopted on March 23, 1981 after public hearing duly called, noticed, and held on March 23, 1981, this Council gave approval to the Project and preliminarily approved the issuance and sale of revenue bonds under the Act to finance the Project. 1.5 By Resolution No. 82 -20, adopted January 11, 1982, this Council approved the issuance of the Original Bonds to provide financing for the Project. 1.6 The Original Bonds remaining outstanding will mature on January 1, 1985, and the Company has requested that the City issue revenue bonds under the Act in the aggregate principal amount of $3,360,000 (the Bonds), the proceeds of which, together with other funds, will be used to pay and refund the Original Bonds. Pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the RESOLUTION NO. 84 -178 Company, and the Company will agree to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds. 1.7 By Resolution No. 84 -103, adopted June 25, 1984, after a public hearing duly called, noticed, and held on June 25, 1984, pursuant to and in compliance with the requirements of Section 103(k) of the Internal Revenue Code (the Code) and the regulations adopted thereunder (the Regulations) this Council approved the issuance of the Bonds, subject to the approval of the interested parties of the definitive terms and conditions of the bond issuance transaction, and authorized the preparation of the documents to evidence the bond issuance transaction. 1 .8 It is proposed that: (1) the City enter into an Indenture of Trust, dated as of December 1, 1984 (the Indenture) with First Trust Company of Saint Paul (the Trustee) to provide, among other things, for the issuance of the Bonds by the City; (2) the City and the Company enter into a Loan Agreement, dated as of December 1 1984 the Loan Agreement) under which the proceeds of the Bonds would be loaned to the Company in order to pay and refund the Original Bonds. Under the Loan Agreement, the Company is to pay to the City sufficient moneys to pay the principal of, premium, if any, and interest on the Bonds when due, and the Company, at its own cost, is, among other duties, to keep the Project in good repair, keep the Project properly insured and pay real estate taxes assessed against the Project; (3) in order to secure the performance of the Company's obligations under the Loan Agreement, the Company will enter into a Combination Mortgage, Security Agreement, and Fixture Financing Statement, dated as of December 1, 1984 (the Mortgage) granting the Trustee a mortgage and security interest in the Project and a First Assignment of Leases and Rents, dated as of December 1 1984 (the First Assignment) granting to the Trustee a security interest in leases and rents from the Project; (4) as additional security for the Company's obligations under the Loan Agreement, the partners of the Company, Gary S. Holmes, Harold Roitenberg, and C. F. Sheehy, Jr. (collectively, the Guarantors) will execute and deliver a Guaranty, Dated as of December 1, 1984 (the Trustee Guaranty) in favor of the Trustee; (5) as additional security, the First National Bank of Minneapolis (the Bank) will issue an irrevocable letter of credit, to be dated the date of issuance of the Bonds (the Letter of Credit) in favor of the Trustee. Draws may be made by the Trustee under the Letter of Credit to pay installments of interest on the Bonds when due, to pay principal upon redemption or acceleration, and to fund the purchase of Bonds by the Trustee under certain circumstances described in the Indenture; (6) the Company will reimburse the Bank for draws made under the Letter of Credit, pursuant to a Letter of Credit Agreement dated as of December 1, 1984, among the Trustee, the Bank, and the Company (the Letter of Credit Agreement); (7) in order to secure the obligations of the Company under the Letter of Credit Agreement, the Company will make a Combination Mortgage, Security Agreement, and Fixture Financing Statement, dated as of December 1, 1984 (the Bank Mortgage), which is subordinate to the Mortgage, in favor of the Bank against the Project and will enter into the Second Assignment of Leases and Rents, dated as of December 1, 1984 (the Second Assignment) granting to the Bank a security interest in leases and rents of the Project subordinate to that of the Trustee under the First Assignment; (8) to further secure the obligations of the Company under the Letter of Credit Agreement, the Guarantors will execute a Guaranty, in favor of the Bank, dated as of December 1 1984 (the Bank Guaranty); and (9) in the event that a Holder of the Bonds makes proper demand under the Indenture for purchase of the Bonds by the Trustee or upon mandatory purchase of the Bonds by the Trustee, as provided in the Indenture, prior to the termination or expiration of the letter of Credit, a Remarketing Agent (the RESOLUTION NO. 84 -178 Remarketing Agent) is to use its best efforts to remarket the tendered Bonds, or the Bonds to be mandatorily purchased, as the case may be, under the provisions of a Remarketing Agreement dated as of December 1, 1984, between the Company and the Remarketing Agent (the Remarketing Agreement). 1.9 The findings of this Council made at (a) and (b) of Resolution No. 82- 20 are true and correct as of the date hereof, are incorporated herein by reference, and are hereby ratified and confirmed. 1 .10 The financing of the Project, the issuance and sale of the Bonds in the aggregate principal amount of $3,360,000, the execution and delivery of the Loan Agreement and the Indenture, and the performance of all of the covenants and agreements of the City contained in the Loan Agreement and the Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement and the Indenture and the Bonds valid and binding obligations enforceable in accordance with their terms, are authorized by the Act. 1 .11 It is desirable that the Bonds issued by the City under the terms set forth in this Resolution and the Indenture, under the provisions of which the City's interest in the Loan Agreement and the payments thereunder will be pledged to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds. 1.12 The execution and delivery of and the performance of the City's obligations under the Bonds, the Loan Agreement, and the Indenture have been fully authorized by all requisite action and do not and will not violate any law, any provision of the City Charter, any order of any court or other agency of government, or any indenture, agreement, or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement, or other instrument. 1.13 No litigation is pending or, to the best knowledge of the members of this Council, threatened against the City questioning the organization or boundaries of the City or the right of any officer of the City to hold his or her office, or in any manner questioning the right and power of the City to execute and deliver the Bonds, or otherwise questioning the validity of the proposed Loan Agreement or the Indenture or questioning the appropriation of revenues for the payment of the Bonds or the right of the City to lend the proceeds of the Bonds to the Company. 1.14 All acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement, the Indenture, and the Bonds the valid and binding obligations of the City in accordance with their terms will have been done upon adoption of this Resolution and the execution and delivery of the Loan Agreement, the Indenture, and the Bonds. 1 .15 Pursuant to the above, there have been prepared and presented to this Council copies of the following documents, all of which are now placed on file in the office of the City Clerk: (01) The Loan Agreement; RESOLUTION NO. 84 -178 (02) The Indenture; (03) The Mortgage; (04) The First Assignment; (05) The Trustee Guaranty; (06) The Bank Mortgage; (07) The Second Assignment; (08) The Bank Guaranty; (09) The Letter of Credit; (10) The Letter of Credit Agreement; and (11) The Remarketing Agreement. Section 2. Authorization for Issuance and Sale of Bonds and Execution of Documents. 2.1 Authorization and Execution of Documents The forms of the documents listed in paragraph 1.15 above are approved, with such variations, insertions, and additions as are deemed appropriate by the parties thereto and approved by the City Attorney. The Mayor and the City Manager are hereby authorized and directed to execute, attest, and deliver the Loan Agreement and the Indenture. All of the provisions of the Loan Agreement and the Indenture, 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 Loan Agreement and the Indenture shall be substantially in the forms on file in the office of the City Clerk but with such variations, omissions, and insertions as may be approved by the officers executing the same, which approval shall be conclusively evidenced by such execution. 2.2 Authorization for Issuance and Sale of Bonds For the purpose of paying and refunding the Original Bonds, there is hereby authorized the issuance of the $3,360,000 total authorized principal amount City of Brooklyn Center, Minnesota Floating Rate Demand Commercial Development Revenue Refunding Bonds (Brookdale Office Park Project) Series 1984. The Bonds shall be issued in fully registered form, shall be in such denominations, shall bear interest, shall be numbered, shall be dated, shall mature, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture. The Bonds shall be sold and delivered to the Original Purchaser upon receipt of the purchase price therefor, all as provided in the Indenture. 2.3 Special Obligations The Bonds shall be special obligations of the City, payable solely from the revenues received by the City under the Loan Agreement. The Bonds do not constitute a debt of the City, nor does the City pledge its full faith and credit to the payment of the Bonds. The Bonds shall not constitute an indebtedness of the State of Minnesota, the County of Hennepin, or the City within the meaning of any constitutional or statutory provisions whatsoever, RESOLUTION NO. 84 -178 nor shall the Bonds constitute or give rise to a pecuniary liability or be a charge against the general credit or taxing power of the State of Minnesota, the County of Hennepin, or the City. 2.4 Execution of Bonds The Bonds shall be executed by the Manual or facsimile signatures of the Mayor and the City Manager and the official seal of the City, or a facsimile thereof, shall be imprinted thereon, all as provided in the Indenture. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subd. 1. All Bonds shall contain an authentication certificate, to be executed by the Trustee as authenticating agent. 2.5 Absence of Officers In the absence of the Mayor or the City Manager, any of the Bonds and any of the other documents authorized by this resolution to be executed and delivered may be executed and delivered by the acting Mayor or the acting City Manager or any other member of the City Council in place of the Mayor or City Manager, or such other officers of the City as, in the opinion of the City Attorney, have authority to execute and deliver such documents. Section 3. Miscellaneous. 3.1 Election The City hereby elects that provisions of Section 103(b) (6) (D) of the Code apply to the Bonds. The City Manager is hereby authorized and directed to execute and file with the Internal Revenue Service a statement of election on behalf of the City that the $10,000,000 limitation of Section 103(b)(6)(D) of the Code applies to the Bonds. 3.2 Invalidity In case any one or more of the provisions of this Resolution, the Loan Agreement, the Indenture, or any 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, the Loan Agreement, the Indenture, or the Bonds, but this Resolution, the Indenture, the Loan Agreement, and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. 3.3 Regularity of Issuance The Bonds shall contain a recital that the Bonds are being issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the Constitution and the laws of the State relating to the adoption of this Resolution, to the issuance of the Bonds and to the execution of the Loan Agreement and the Indenture to happen, to exist, and to 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 Loan Agreement and the Indenture, have happened, do exist and have been performed as so required by law. 3.4 Performance The officers of the City, 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, the Bonds, the Loan Agreement, and the Indenture, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Loan Agreement, and the Indenture. 3.5 Certifications The Mayor, City Manager, City Clerk, and other officers of the City are hereby authorized and directed to prepare and furnish to Larkin, Hoffman, Daly Lindgren, Ltd., bond counsel, to the Company, to the RESOLUTION NO. 84 -178 Trustee, to the Bank, and to counsel for such parties, certified copies of all proceedings and records of the City relating to the Project and the Bonds, and such other affidavits and certificates as may be required to show the facts appearing 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. 3.6 Definitions Terms not otherwise defined in this Resolution, but defined in the Indenture or the Loan Agreement, shall have the same meanings in this Resolution as provided in the Indenture or the Loan Agreement. 3.7 Effective Date of Resolution This Resolution shall be in full force and effect from and after its passage. December 3, 1984 Date 1 f ATTEST: MWr, The motion for the adoption of the foregoing resolution was duly seconded by member Rich Theis 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: none, whereupon said resolution was declared duly passed and adopted. STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER I, the undersigned, being the duly qualified and acting City Clerk of the City of Broklyn Center, Minnesota, or an appropriate official of said City authorized to execute documents on behalf of said City Clerk, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true, and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to authorization for the issuance of the $3,360,000 Floating Rate Demand Commercial Development Revenue Refunding Bonds (Brookdale Office Park Project), Series 1984 by the City. WITNESS my hand and seal this 3rd (SEAL) v I day of December, 1984.