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HomeMy WebLinkAbout2002-050 CCRMember Kay Lasman introduced the following resolution and moved its adoption: RESOLUTION NO. 2002-50 RESOLUTION OF THE CITY OF BROOKLYN CENTER, MINNESOTA APPROVING SUPPLEMENT NUMBER ONE TO INDENTURE OF TRUST AND AUTHORIZING ITS EXECUTION AND DELIVERY AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS WITH RESPECT TO ITS MULTIFAMILY HOUSING REVENUE BONDS (SHINGLE CREEK TOWER PROJECT) SERIES 1999, ISSUED IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $7,200,000 WHEREAS, the City of Brooklyn Center, Minnesota (the "Issuer") is a home rule charter city duly organized and existing under its charter and 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, Chapter 462C, as amended (the "Act"), the Issuer is authorized to carry out the public purposes described therein and contemplated thereby in the financing of housing within its boundaries, by issuing 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 by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHEREAS, pursuant to the Act, the Issuer has issued its Multifamily Housing Revenue Bonds (Shingle Creek Tower Project) Series 1999, in the original aggregate principal amount of $7,200,000 (the "Bonds"), for the purpose of financing the acquisition and rehabilitation of a one hundred twenty-two (122) unit qualified residential rental project known as the Shingle Creek Tower (the "Project") by Boca Limited Partnership, a Minnesota limited partnership (the "Company"), as purchaser of the Project, which Bonds are payable solely from the amounts pledged therefor under the Indenture of Trust, dated as of May 1, 1999 (the "Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National Association, as successor to Norwest Bank Minnesota, National Association (the "Trustee"); and WHEREAS, due to unforeseen events, the Company has not yet acquired the Project, and the proceeds of the Bonds continue to be invested pending their application to acquisition and rehabilitation of the Project, but are scheduled to be used to redeem and retire the Bonds on May 1, 2002; and WHEREAS, the Company has advised the Issuer that it will proceed with the acquisition and rehabilitation of the Project and requests the extension of the availability of the Bonds for such purpose as contemplated hereby; and RESOLUTION NO. 2002-50 WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture) are liable on the Bonds, and the Bonds shall not be a debt of the Issuer or the State of Minnesota or any political subdivision thereof (other than the Issuer and then only to the extent of the trust estate pledged in the Indenture), and in any event shall not give rise to a charge against the credit or taxing power of the Issuer, Hennepin County, the State of Minnesota, or any political subdivision thereof, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BROOKLYN CENTER, MINNESOTA THAT: Section 1. In order to facilitate the tax-exempt financing of the Project, the Company has requested that the Issuer approve Supplement Number One to Indenture of Trust, dated April 1, 2002, (the "Supplement"), between the Issuer and the Trustee, substantially in the form now on file with the Issuer. Section 2. The City Council of the Issuer finds, determines, and declares that the Supplement will further the purposes of the Project and is in the interests of the Issuer. The Issuer hereby authorizes and directs the Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") to execute the Supplement, and to deliver the Supplement to the Trustee, the Company, and the Owner for their respective signatures. All of the provisions of the Supplement, 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 Supplement shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor pursuant to this section, and with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 3. The Mayor and the City Manager are hereby authorized and directed to execute Amendment Number One to Loan Agreement, dated as of April 1, 2002 (the "Amendment"), between the Issuer and the Company, substantially in the form now on file with the Issuer. When executed and delivered as authorized herein, the Amendment 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 Amendment shall be substantially in the form on file with the Issuer on the date hereof, which is hereby approved, with such necessary variations, omissions, and insertions as are not materially inconsistent with such form and as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. RESOLUTION NO. 2002-50 Section 4. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the Supplement, the Amendment, and the Bonds and the transactions related thereto. As a condition to the execution and delivery of the Supplement and the Amendment by the Issuer, the Company shall pay to the Issuer any expenses paid or incurred by the Issuer with respect to the execution and delivery of the Supplement and the Amendment. Section 5. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the Supplement, the Amendment, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this resolution or of the Supplement, the Amendment, or other documents referred to above shall be exercised or performed by the Issuer, or by such officers, board, body, or agency as may be required 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 Supplement, the Amendment, 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 Issuer in that person's individual capacity, and neither the members of the City Council of the Issuer 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 6. Except as herein otherwise expressly provided, nothing in this resolution or in the Supplement or the Amendment, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Issuer, and the Trustee, as fiduciary for owners of the Bonds, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Supplement or the Amendment; this resolution, the Supplement, the Amendment, and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer and the Trustee as fiduciary for owners of the Bonds and the Company to the extent expressly provided in the Indenture. Section 7. In case any one or more of the provisions of this resolution or of the Supplement, the Amendment, or the Bonds 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 Supplement, the Amendment, or the Bonds, but this resolution, the Supplement, the Amendment, 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 Supplement, the pledge of revenues derived from the Project referred to in the Indenture, the Supplement, and the Amendment, the pledge of collateral derived from the Project referred to in the Indenture, the Supplement, and the Amendment, and the creation of the funds provided for in the Indenture are all commitments, obligations, and agreements on the part of the Issuer contained in the Indenture, the Supplement, and the Amendment, and the invalidity of the Indenture, the Supplement, or the Amendment shall not affect the commitments, obligations, and agreements on the part of the Issuer, it being the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Indenture, the Supplement, and the Amendment. RESOLUTION NO. 2002-50 Section 8. All acts, conditions, and things required by the laws of the State of Minnesota, relating to the adoption of this resolution and to the execution of the Supplement, the Amendment, 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 execution of the Supplement, the Amendment, and the other documents referred to above have happened, exist, and have been performed as so required by law. Section 9. The members of the City Council of the Issuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Supplement, the Amendment, 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, the Supplement, the Amendment, and the other documents referred to above, and this resolution. Section 10. The Mayor and the City Manager of the Issuer are authorized and directed to execute and deliver any and all certificates, agreements or other documents which are required or deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture, the Supplement, the Amendment, or the other documents referred to in this resolution, or to evidence compliance with Section 142(d) of the Internal Revenue Code of 1986, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section 11. If for any reason the Mayor of the Issuer is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the Issuer 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 Issuer is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed and delivered by any member of the City Council or the Assistant City Manager with the same force and effect as if such documents were executed and delivered by the City Manager. Section 12. This resolution shall be in full force and effect from and after its passage. April 8, 2002 Date Mayor4 ATTEST: oam 4"~ City Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Ed Nelson and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Kay Lasman, Ed Nelson, Bob Peppe, and Tim Ricker; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 2002-50 AMENDMENT NUMBER ONE TO LOAN AGREEMENT BETWEEN CITY OF BROOKLYN CENTER, MINNESOTA AND 1 BOCA LIMITED PARTNERSHIP RELATING TO $7,200,000 CITY OF BROOKLYN CENTER, MINNESOTA MULTIFAMILY HOUSING REVENUE BONDS (SHINGLE CREEK TOWER PROJECT) SERIES 1999 Dated: April 1, 2002 This instrument was drafted by: Faegre & Benson LLP 2200 Wells Fargo Center 90 South 7th Street Minneapolis, Minnesota 55402 RESOLUTION NO. 2002-50 LOAN AGREEMENT This Amendment Number One to Loan Agreement is made and entered into as of April 1, 2002, by and between the City of Brooklyn Center, Minnesota, a home rule city and political subdivision of the State of Minnesota (the "Issuer"), and Boca Limited Partnership, a Minnesota limited partnership (the "Company") The Issuer and the Company, each in consideration of the representations, covenants and agreements of the other as set forth herein, mutually represent, covenant and agree as follows: Section 1. The term "Final Conversion Date," defined in EXHIBIT B of the Loan Agreement, is amended by substituting "May 1, 2002" with "May 1, 2003." Section 2. On May 1, 2002, the Company shall transfer $ to the Trustee for deposit in the Negative Arbitrage Account of the Project Fund. Section 3. The Conversion Date shall not occur between May 1, 2002 and June 30, 2002. Section 4. The Company agrees that it will obtain a criminal background and credit check for all prospective tenants of the Project from and after its acquisition of the Project. Section 5. The Company agrees to maintain video monitoring of all Project entryways, ,ommencing within a reasonable period of time after its acquisition of the Project. Section 6. The Company agrees to comply with all state and local laws and regulations applicable to the Project. -Al-' Section 7. The Company agrees that it will pay to the Issuer an administrative fee equal to 1/8 of one percent of the aggregate principal amount of the Bonds, payable on the Conversion Date or date of issuance of refunding bonds for the purpose of refunding the Bonds. MI:857380.03 o• I RESOLUTION NO. 2002-50 Signature page of the Issuer to Amendment Number One to Loan Agreement. CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager S-1 RESOLUTION NO. 2002-50 Signature page of the Company to Amendment Number One to Loan Agreement. BOCA LEVHTED PARTNERSHIP By Amcon Housing Associates, LLC Its: General Partner By Its Chief Manager S-2 RESOLUTION NO. 2002-50 The Trustee hereby consents to this Amendment Number One to Loan Agreement, dated as of April 1, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By Its 1 S-3 RESOLUTION NO. 2002-50 The Owner hereby consents to this 'Amendment Number One to Loan Agreement, dated as of April 1, 2002. MONEY MARKET OBLIGATIONS TRUST, a Massachusetts business trust, on behalf of Minnesota Municipal Cash Trust and Municipal Obligations Fund By FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware business trust, as Attorney-in-Fact By Its Senior Vice President S-4 RESOLUTION NO. 2002-50 CITY OF BROOKLYN CENTER, MINNESOTA ISSUER WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION TRUSTEE SUPPLEMENT NUMBER ONE TO INDENTURE OF TRUST 1 Dated as of April 1, 2002 $7,200,000 CITY OF BROOKLYN CENTER, MINNESOTA MULTIFAMILY HOUSING REVENUE BONDS (SHINGLE CREEK TOWER PROJECT) SERIES 1999 This instrument was drafted by: Faegre & Benson LLP 2200 Wells Fargo Center 90 South 7th Street Minneapolis, Minnesota 55402 RESOLUTION NO. 2002-50 SUPPLEMENT NUMBER ONE TO INDENTURE OF TRUST This Supplement Number One to Indenture of Trust, dated as of April 1, 2002 (the "Supplement"), is made and entered into between the City of Brooklyn Center, Minnesota, a home rule city and political subdivision of the State of Minnesota (the "Issuer"), and Wells Fargo Bank Minnesota, National Association, a national banking association, authorized to accept and execute trusts of the character herein set out, with its principal office in Minneapolis, Minnesota (the "Trustee"). RECITALS 1. The Issuer is authorized by Minnesota Statutes, Chapter. 462C, as amended (the "Act"), to issue rental housing revenue bonds to finance or refinance in whole or in part the cost of a "Project" (as hereinafter defined) for the public purposes expressed in the Act. 2. The Issuer issued its Multifamily Housing Revenue Bonds (Shingle Creek Tower Project), Series 1999 (the "Bonds"), in the original aggregate principal amount of $7,200,000, pursuant to the terms of the Act, Resolution No. 99-58, adopted by the City Council of the Issuer on April 12, 1999 (the "Resolution"), and the Indenture of Trust, dated as of May 1, 1999 (the "Indenture"), between the Issuer and the Trustee. 3. The Issuer loaned the proceeds derived from the sale of the Bonds to Boca Limited Partnership, a Minnesota limited partnership (the "Company"), in accordance with the terms of a Loan Agreement, dated as of May 1, 1999 (the "Loan Agreement"), between the Issuer and the Company, in order to finance a portion of the costs of the acquisition and rehabilitation of an existing residential rental project (the "Project"), which will be of the character and accomplish the purposes provided by the Act. 4. The Company has requested that the Issuer approve certain amendments to the Indenture and the Loan Agreement, and the Issuer has determined that the proposed amendments to the Indenture and the Loan Agreement are in the interests of the Issuer and will further the purposes of the Project. 5. All things necessary to make this Supplement the valid, binding and legal limited obligation of the Issuer according to the import thereof, and to constitute this Supplement a valid contract for the security of the Bonds, have been done and performed; and the creation, execution and delivery of this Supplement have in all respects been duly authorized; NOW THEREFORE, THE ISSUER AND THE TRUSTEE AGREE TO THE FOLLOWING: Section 1. The term "Final Conversion Date," defined in Section 1.01 of the Indenture, is amended by substituting "May 1, 2003" for "May 1, 2002". Section 2. The term "Investment Agreement," defined in Section 1.01 of the Indenture, is amended by adding the following languange at the end of the definition thereof: and from and after May 1, 2002, the , dated May 1, 2002, between the Trustee and Section 3. Section 2.13 (i) and Section 3.01(a)(vi)(A) of the Indenture are amended by substituting "May 1, 2003" for "May 1, 2002" where it appears therein. RESOLUTION NO. 2002-50 Section 4. Section 2.03 of the Indenture is amended to read as follows: Section 2.03. Variable Rate. Commencing as of May 1, 2002, and prior to the Conversion Date, the Bonds shall bear interest at the Variable Rate, which shall be a rate equal to percent ( of the Prime Rate. The interest rate on the Bonds shall change effective as of the effective date of any change in the Prime Rate. Section 5. The form of the Bond is deemed amended to accurately reflect the revised terms set forth herein, and the Owner, by its consent hereto, acknowledges that the revised terms shall control, without necessity of exchanging the Bond. Section 6. Section 6.02 of the Indenture is amended to read as follows: (a) There is hereby created a Project Fund, consisting of a Bond Proceeds Account and a Negative Arbitrage Account. Until the Conversion Date, all proceeds of the Bonds shall be deposited in the Bond Proceeds Account of the Project Fund held by the Trustee and any amounts deposited by the Company pursuant to Section 2 of Amendment Number One to Loan Agreement shall be deposited in the Negative Arbitrage Account of the Project Fund held by the Trustee, and all such amounts shall be invested in the Investment Agreement. Prior to the Conversion Date, the Trustee shall transfer to the Bond Fund the interest earnings on amounts held in the Project Fund, and such other amounts on deposit in the Negative Arbitrage Account of the Project Fund as shall be necessary for the payment of interest on the Bonds on each Variable Rate Interest Payment Date and on the Conversion Date. Not less than seven (7) days prior to the Conversion Date, the Trustee shall request a repayment of all principal invested pursuant to the Investment Agreement in accordance with its terms. (b) If (i) the Company has not delivered to the Trustee the written notice that it has exercised its option to convert the interest on the Bonds from the Variable Rate to the Fixed Rate at least 15 days prior to the Conversion Date, as it may be extended from time to time, or (ii) if the Trustee has not received sufficient Resale Proceeds together with other funds from the Company to effect purchase of all of the Bonds on the Mandatory Tender Date, which have been properly tendered (or deemed tendered) as to a Mandatory Tender Date, the funds held under the Investment Agreement shall be transferred to the Bond Fund and applied exclusively to redeem the Bonds in accordance with Section 3.01(vi) hereof. (c) On the Conversion Date, amounts on deposit in the Bond Proceeds Account of the Project Fund in the amount of $450,000 shall be transferred to the Reserve Fund, and any amounts remaining on deposit in the Negative Arbitrage Account shall be transferred to the Company. From and after the Conversion Date, or the Discharge Date, the remaining proceeds of the Bonds shall be disbursed by the Trustee to or for the account of the Company from the Project Fund in accordance with the applicable provisions of Article III of the Loan Agreement. 2 RESOLUTION NO. 2002-50 (d) Any sums in the Project Fund in excess of any amount required to pay all Costs of the-Project shall be transferred to the Bond Fund at the time or times and in the manner provided in Article III of the Loan Agreement. (e) Any funds deposited in the Bond Proceeds Account of the Project Fund by the Company shall be disbursed before any Bond proceeds, including any earnings thereon, shall be disbursed. (f) Any interest earned on sums held in the Project Fund after the Conversion Date but prior to the Completion Date shall remain a part of the Project Fund. (g) In the event the Bonds are to be redeemed on the Conversion Date pursuant to Section 3.01(vi) hereof, the Trustee shall apply the proceeds of the Investment Agreement to the redemption of the Bonds. Section 7. The Conversion Date shall not occur between May 1, 2002 and June 30, 2002. Section 8. Section 3.01 (a) (i) of the Indenture is amended to read as follows: (i) Optional Redemption on or Prior to the Conversion Date. The Bonds are subject to redemption in whole on any date on or after August 1, 1999 through May 1, 2002, and on or after July 1, 2002, by the Issuer at the direction of the Company at a Redemption Price equal to the principal amount of the Bonds to be redeemed plus accrued interest thereon to the Redemption Date. M1:857326.02 3 RESOLUTION NO. 2002-50 Signature page of the Issuer to this Supplement Number One to Indenture of Trust. CITY OF BROOKLYN CENTER, MINNESOTA By Its Mayor By Its City Manager 1 S-1 RESOLUTION NO. 2002-50 Signature page of the Trustee to this Supplement Number One to Indenture of Trust. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By Its S-2 RESOLUTION NO. 2002-50 The Company hereby consents to this Supplement Number One to Indenture of Trust, dated as of April 1, 2002. BOCA LIMITED PARTNERSHIP By Amcon Housing Associates, LLC Its: General Partner By Its Chief Manager 1 S-3 RESOLUTION NO. 2002-50 The Owner hereby consents to this Supplement Number One to Indenture of Trust, dated as of April 1, 2002. MONEY MARKET OBLIGATIONS TRUST, a Massachusetts business trust, on behalf of Minnesota Municipal Cash Trust and Municipal Obligations Fund By FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware business trust, as Attorney-in-Fact By Its Senior Vice President 1 S-4