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HomeMy WebLinkAbout1981-081 CCRMember Celia Scott introduced the following resolution and moved its adoption: RESOLUTION NO. 81 -81 RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF COMMERCIAL DEVELOPMENT 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 Brookdale Corporate Center, a Limited Partnership, organized under the laws of the State of Minnesota (the "Company that the City undertake to partially finance a certain project as herein described, pursuant to the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act through issuance by the City of its Commercial Development Revenue Bonds, Series 1981A, Series 1981B and 1981C Brookdale Corporate Center Project) in the aggregate principal amount of $7,550,000 (collec- tively, the "Bonds 2. The Company desires to acquire certain real estate and construct thereon a 116,000 square foot building and related improvements and equipment suitable for use as a general purpose office building (hereinafter referred to as the "Project The Project as described above will provide employment to 232 additional persons and will otherwise further the policies and purposes of the Act. It is proposed that, pursuant to three Loan Agreements dated April 1, 1981, between the City, as lender, and the Company, as borrower (the "Loan Agreements each pertaining to a separate Series of the Bonds, the City loan the proceeds of the Bonds to the Company to partially finance the cost of the Project. The basic payments to be made by the Company under the Loan Agreements 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 Agreements to the First National Bank of Minneapolis, in Minneapolis, Minnesota (the "Trustee as security for pay- ment of the Bonds under three Indentures of Trust dated April 1, 1981 (the "Indentures each pertaining to a separate Series of the Bonds, and that the Company grant a mortgage and security interest in the Project to the Trustee pursuant to three Mortgage and Security Agreements dated April 1, 1981 (the "Mortgage each pertaining to a separate Series of the Bonds, and to further secure the payment of the Bonds and the interest thereon, enter into three Assignments of Leases and Rents dated April 1, 1981 (the "Assignment of Leases and Rents each pertaining to a separate Series of the Bonds. Northwestern National Life Insurance Company will enter into three Guaranty Agreements to further secure payment of the Bonds and interest thereon (the "Guaranties 3. This Council by action taken on February 23, 1981 gave preliminary approval to the proposal and on or about April 15, 1981 the Commissioner of Securities of the State of Minnesota gave approval to the Project as tending to further the purposes and policies of the Act. RESOLUTION NO. 81 -81 4. Pursuant to the preliminary approval of the Council, forms of the following documents have been submitted to the Council for approval: (a) the Loan Agreements; (b) the Indentures; (c) the Mortgages (not (d) the Assignments of by the City); (e) the Guaranties; (f) the Bond Purchase and Juran Moody, to be executed by the City); Leases and Rents (not to be executed Agreement among the City, the Company Inc. (the "Bond Purchaser and (g) Official Statement dated April 1981 (not to be executed by the City). 5. It is hereby found, determined and declared that: (a) the Project described in the Loan Agreements and Indentures 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 development of land and construction and equipping of a general purpose office building; (c) the Project is to be located within the City limits, at a site which is easily accessible to employees residing within the City and the surrounding communities; (d) the acquisition, construction and installation of the Project, the issuance and sale of the Bonds, the execution and delivery by the City of the Loan Agreements, the Bond Purchase Agreement, the Guaranties and the Indentures, and the performance of all covenants and agreements of the City contained in the Loan Agreements, Bond Purchase Agree- ment, the Guaranties and Indentures and of all other acts and things required under the Constitution and laws of the State of Minnesota and the City Charter to make the Loan Agreements, the Bond Purchase Agreement, the Guaranties, the Indentures and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act; (e) it is desirable that the Company be authorized, in accordance with the provisions of Section 474.03 of the Act and subject to the terms and conditions set forth in the Loan Agreement for the Series A Bonds, which terms and conditions the City determines to be necessary, desirable and proper, to complete RESOLUTION NO. 81 -81 the acquisition and installation of the Project by such means as shall be available to the Company and in the manner determined by the Company, and with or without advertisement for bids as required for the acquistion and installation of municipal facilities; (f) it is desirable that the Commercial Development Revenue Bonds, Series 1981A (Brookdale Corporate Center Project) in the amount of $6,000,000, the Commercial Development Revenue Bonds, Series 1981B (Brookdale Corporate Center Project) in the amount of $775,000 and the Commercial Development Revenue Bonds, Series 1981C (Brookdale Corporate Center Project) in the amount of $775,000 be issued by the City upon the terms set forth in the Indentures pertaining to each Series; (g) the basic payments under the Loan Agreements are fixed to produce revenue sufficient to provide for the prompt pay- ment of principal of, premium, if any, and interest on the Bonds issued under the Indentures when due, and the Loan Agreements, Mortgages and Indentures also provide that the Company 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 and payable during the term of the Mortgages, Loan Agreements and Indentures; (h) under the provisions of Minnesota Statutes, Section 474.10, 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 Indentures; 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 Bond shall recite 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 charter, constitutional or statutory limitation. (i) the City has been informed by the Company that because of the term of the Bonds, which are being issued to provide temporary financing for the Project, it would be appropriate to secure additional financing in the form of long -term refunding bonds issued to refund the Bonds prior to their maturity, and accordingly, in order to more fully secure RESOLUTION NO. 81 -81 payment of the Bonds, the City hereby undertakes to the extent permitted by law, to exercise its best efforts to issue revenue bonds to refund the Bonds to provide permanent long term financing for the Project; subject to such conditions as the City customarily requires for such financing and subject to agreement as to details by the City, the Borrower and the permanent lender or underwriter. 6. Subject to the approval of the City Attorney, the forms of the Loan Agreements, the Bond Purchase Agreement, Indentures, the Guaranties and exhibits thereto and all other documents described in paragraph 4 hereof are approved substantially in the form submitted except as otherwise provided in paragraph 7 hereof. The Loan Agreements, Bond Purchase Agreement, Indentures, and the Guaranties 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 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 the Loan Agreements and Indentures. 7. The City hereby finds that the information in the section of the Official Statement, captioned "The City" does not contain any untrue state- ment of a material fact or omit to state any fact which is necessary to make the statements made therein not misleading under the circumstances in which they were made and is hereby approved in substantially the form submitted to the Council 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 "The City and the City takes no responsibility for such information. 8. The City shall proceed forthwith to issue its Commercial Develop- ment Revenue Bonds, Series 1981A, Series 1981B and Series 1981C (Brookdale Corporate Center Project), each dated as of April 1, 1981, in the respective amounts of $6,000,000, $775,000 and $775,000 each in the form and upon the terms set forth in the Indenture pertining to each Series. The offer of the Bond Purchaser to purchase the Series 1981A Bonds for $6,000,000, the Series 1981B Bonds for $775,000 and the Series 1981C Bonds for $775,000, each, plus accrued interest to the date of delivery at the interest rates specified in the Indentures is hereby accepted. The Mayor and City Manager are authorized and directed to prepare and execute the Bonds as prescribed in the Indentures and to deliver them to the Trustee, who is hereby appointed authenticating agent, for authentication and delivery to the Bond Purchaser. 9. The Mayor, Clerk 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 RESOLUTION NO. 81 -81 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. 10. The approval hereby given to the various documents referred to above includes an 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 prior to the execution of the documents. 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, Clerk or City Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Deputy City Clerk or Manager, respectively. April 20, 1981 C Date Mayor f ATTEST: Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Bill Fignar and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Tony Kuefler, Bill Fignar, and Celia Scott; and the following voted against the same: Gene Lhotka whereupon said resolution was declared duly passed and adopted. [1