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HomeMy WebLinkAbout1983-160 CCRMember Rich Theis introduced the following resolution and moved its adoption: RESOLUTION NO. 83 -160 RESOLUTION AUTHORIZING THE ISSUANCE OF THE CITY OF BROOKLYN CENTER, MINNESOTA, COLLATERALIZED MULTIFAMILY HOUSING REVENUE BONDS (BROOKWOOD MANOR PROJECT), IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,225,000, WHICH BONDS AND THE INTEREST AND PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LENDER LOAN AGREEMENT; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST, A LENDER LOAN AGREEMENT, A COLLATERAL AGREEMENT, AND A REGULATORY AGREEMENT; 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 HOLDERS 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 Collateralized Multifamily Housing Revenue Bonds (Brookwood Manor Project) (the "Bonds in the aggregate principal amount not to exceed $2,225,000, and (ii) the use of the Bond proceeds by the City to make a loan (the "Lender Loan to Peoples Savings and Loan Association, F.A., of Owatonna (the "Lender pursuant to a loan agreement, subject to the require- ment that in consideration for such Lender Loan the Lender will make a mortgage loan (the "Developer Loan to Brookwood Manor Limited Partnership, a Minnesota limited partnership (the "Developer in accordance with the provisions of the loan agreement between the City and the Lender dated as of the date hereof (the "Lender Loan Agreement and RESOLUTION NO. 83 -160 WHEREAS, the City developed a Housing Plan pursuant to and in conformity with the Acts, and on September 20 19 82 held a public hearing thereon after one publication of notice in a newspaper circulating generally in the City; and 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 submitted on July 22 1980 to 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 City Council of the City held a public hearing regarding the Program on February 14, 1983, for which a hearing notice was duly published in the Minneapolis Star Tribune on January 12, 1983; and WHEREAS, the City Council of the City adopted the program for the issuance of the Bonds (the "Program by the passage of Resolution Number 83 -31, adopted on February 14, 1983; and WHEREAS, the Acts require approval of the Program by the Minnesota Housing Finance Agency (the "Agency which approval was given on June 23 1983; and WHEREAS, pursuant to the the Acts, and the Indenture of Trust by and between the City and First Trust Company of Saint Paul (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, neither the City nor the State of Minnesota or any political subdivision thereof shall be liable on the Bonds, and the Bonds shall not be a debt of the City, the State of Minnesota, or any political subdivision thereof, and in any event shall not give rise to a charge against the general credit or taxing power of the City, the State of Minnesota, or any political subdivision thereof (including without limitation the City), and shall not be payable out of any funds or properties other than those of the City provided as security by the Indenture; and WHEREAS, in order to comply with the requirements of the Tax Equity and Fiscal Responsiblity Act of 1982, the City Council held a second public hearing on October 17, 1983, after publication of notice thereof in a newspaper of general circulation in the City at least fourteen days before the hearing; 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 -2- RESOLUTION NO. 83 -160 market rates of interest or are unable to obtain mortgage credit because the mortgage credit market is severely restricted. 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 Lender pursuant to the Lender Loan Agreement, in consideration for which the Lender will make the Developer Loan to the Developer to finance the construction of a rental housing development consisting of approximately 65 rental units to be located at 6125 North Lilac Drive in the City of Brooklyn Center, as more fully described in the Lender 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 not to exceed $2,225,000. The Bonds shall be in such principal amount, shall mature, shall bear interest, 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. 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 of Trust (the "Indenture between the City and First Trust Company of Saint Paul. The Bonds do not constitute a debt to 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 -Clerk (the "City Manager to execute, under the corporate seal of the City, the Indenture, and to deliver to First Trust Company of Saint Paul (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 therein. 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 Manager 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 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 "Underwriting Agreement from Miller Schroeder Municipals, Inc. (the "Underwriters All of the provisions of the Underwriting 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 Underwriting Agreement shall be substantially in the form on file with the City*nlanager on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, -3- RESOLUTION NO. 83 -160 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 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 Lender Loan Agreement and, when executed and delivered as authorized herein, the Lender Loan Agreement 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 Lender Loan Agreement shall be substantially in the form on file with the City Manager 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 City Manager shall be conclusive evidence of such determination. Section 7. The Mayor and City Manager are hereby authorized and directed to accept and execute the Regulatory Agreement (the "Regulatory Agreement between the City, the Lender, the Trustee and the Developer and, when executed and delivered as authorized herein, the Regulatory Agreement 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 Regulatory Agreement shall be substantially in the form on file with the City Manager 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 shall be conclusive evidence of such determination. Section 8. The City hereby approves the Collateral Agreement (the "Collateral Agreement by and between the City, the Trustee and the Lender, and when executed and delivered by the parties thereto, the Collateral Agreement 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 Collateral Agreement shall be substantially in the form on file with the City Manager 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 parties thereto shall be conclusive evidence of such determination. Section 9. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture, Lender Loan Agreement, Collateral Agreement, Regulatory Agreement or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to the full extent authorized or permitted by law, and all such 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 Lender Loan -4- RESOLUTION NO. 83 -160 Agreement, the Collateral 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 requ' -ed 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 Lender Loan Agreement, the Collateral 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 10. 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 holders of the Bonds, the Trustee, and the Developer and the Lender 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 holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Developer and the Lender to the extent expressly provided in the Indenture. Section 11. 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 terms and conditions set forth in the Indenture, the pledge of revenues derived from the Program referred to in the Indenture, the pledge of collateral 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, collateral, 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 12. 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 bylaw. -5- RESOLUTION NO. 83 -160 Section 13. 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 the 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 14. The City hereby consents to the distribution of the Preliminary Official Statement, dated October 12, 1983, relating to the Bonds, substantially in the form on file with the City Manager on the date hereof, and ratifies the distribution thereof by the Underwriters. The City hereby consents to the use by the Underwriters in connection with the sale of the Bonds of the Final Official Statement, substantially in the form on file with the City Manager; 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 City Manager 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 Mayor is hereby authorized to execute the Final Official Statement. Section 15. The Mayor and the City Manager are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required by the Indenture, the Lender Loan Agreement, Collateral Agreement, the Underwriting 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, 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. Section 16. 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 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 Assistant City Clerk with the same force and effect if such documents were executed and delivered by the City Manager of the City. Section 17. 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 Lender Loan Agreement, the Collateral Agreement, the Regulatory Agreement, or the Underwriting Agreement or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, shall be paid by the Developer or reimbursed by the Developer to the City. Section 18. This resolution shall be in full force and effect from and after its passage. -6- RESOLUTION NO. 83 -160 7 --7 17, 1983 Date ATTEST: N, 07 Mayor The motion for tYfe adoption of the foregoing resolution was duly seconded by member Celia Scott and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Gene Lhotka, Celia Scott, Bill Hawes, and Rich Theis; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. EVC