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HomeMy WebLinkAbout1984-187 CCRMember Bill Hawes introduced the following resolution and moved its adoption: RESOLUTION NO. 84 -187 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER, MINNESOTA, APPROVING THE ISSUANCE AND SALE OF $8,100,000 COMMERCIAL DEVELOPMENT REVENUE BONDS(BROOKDALE TWO 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 47 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 refund revenue bonds previously issued for such purpose, 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 $9,885,000 to finance the cost of the acquisition, construction and equipping of a116,000 square foot office building (the Project) in the Municipality on behalf of Brookdale Two Limited Partnership, a Minnesota limited partnership (the Company), was adopted January 9, 1984. The Project has been approved by the Minnesota Department of Energy and Economic Development as required by the Act. (C) The issuance and sale of $8,100,000 Commercial Development Revenue Bonds (Brookdale Two 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 and the Municipality hereby determines to issue the Bonds and to sell the Bonds to Juran Moddy, Inc., St. Paul, Minnesota (the Underwriter), as provided herein. Said sale will be pursuant to the terms of a Bond Purchase Agreement, a draft of which has been submitted to the Council, a Preliminary Official Statement, dated November 26, 1984, and a final Official Statement, a copy of each having also been submitted to the Council. The proceeds of the Bonds will be lent (the Loan) by the Municipality to the Company in order to finance the acquisition, construction and equipping of the Project, including the retirement of certain Commercial Development Revenue Bonds (Brookdale Corporate Center Project) of the Municipality, dated April 1, 1981, issued to finance acquisition of the land upon which the Project will be located and outstanding in the principal amount of $775,000. (D) Pursuant to a Mortgage Loan Agreement to be dated December 1, 1984 (the Loan Agreement), to be entered into between the Municipality and the Company, the Company agrees to repay the Loan in specified amounts and at specified times sufficient to pay in full when due the 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 RESOLUTION NO. 84 -187 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, 1984 (the Indenture), to be entered into between the Municipality and the First National Bank of Minneapolis (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 limted 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 liablility 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. (G) As additional security for Bonds, the Company, pursuant to an Assignment of Rents and Leases to be dated December 1, 1984 (the Assignment of Rents), to be executed by the Company in favor of the Trustee, will assign to the Trustee all leases of, and rents from, the Project. A draft of the Assignment of Rents has been submitted to the Council. (H) As additional security for the Bonds, Northwestern National Life Insurance Company, a Minnesota corporation and a general partner of the Company (NWNL) will execute and deliver to the Trustee a Guaranty Agreement, dated December 1, 1984 (the Guaranty Agreement) whereby NWNL will guarantee payment of principal and interest on the Bonds when due and performance by the Company of its obligations under the Loan Agreement. A draft of the Guaranty Agreement has been submitted to the Council. 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 of $8,100,000. The Bonds shall be in the form set forth in the Indenture, and shall mature in the years and amounts, bear interest at the rates and be subject to redemption and other terms as therein specified. The Bonds shall be sold to the Underwriter at a price of $7,905,600, plus accrued interest, upon the terms specified in the Bond Purchase Agreement. Section 3. The Loan Agreement, the Indenture and the Bond Purchase Agreement are hereby made a part of this resolution as fully as though set forth herein and are hereby approved in substantially the form presented to the Council. The Mayor and the Manager -Clerk 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. RESOLUTION NO. 84 -187 Section 4. Distribution of the Preliminary Official Statement and Official Statement by the Underwriter is authorized but the Municipality has not participated in the preparation of the Preliminary Official Statement and Official Statement and assumes no responsibility for the accuracy or completeness thereof. Section 5. The Mayor and the Manager -Clerk 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 17, 1984 Date ATTEST: �Ye�tk Mays 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, Bill Hawes, and Rich Theis; and the following voted against the same: Gene Lhotka, whereupon said resolution was declared duly passed and adopted.