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HomeMy WebLinkAbout2002-084 CCRMember Fd Nelson introduced the following resolution and moved its adoption: RESOLUTION NO. 2002-84 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (GNMA COLLATERALIZED MORTGAGE LOAN - SHINGLE CREEK TOWER PROJECT), SERIES 2002; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS; AUTHORIZING THE USE OF AN OFFICIAL STATEMENT; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES OF THE HOLDERS OF SAID REVENUE BONDS. WHEREAS, the City of Brooklyn Center, Minnesota (the "Issuer" or the "City") is a municipal corporation and political subdivision 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, 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 jurisdiction, by issuing revenue bonds and refunding revenue bonds to defray, in whole or in part, the development costs of a low and moderate income 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 "1999 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 "Borrower"), as purchaser of the Project; and WHEREAS, the Borrower has requested the Issuer to issue its Multifamily Housing Revenue Refunding Bonds (GNMA Collateralized Mortgage Loan - Shingle Creek Tower Project) Series 2002 (the "Bonds") for the purpose of refunding the 1999 Bonds; and WHEREAS, the Issuer has on this date conducted a public hearing on the issuance of the Bonds, after due publication of notice thereof in a newspaper of general circulation in the City; and WHEREAS, the Bonds shall be payable solely from amounts pledged therefor under the Indenture hereinafter referred to, and neither the Issuer (except to the extent of the trust estate pledged in the Indenture), Hennepin County (the "County") nor the State of Minnesota nor any political subdivision thereof shall.be liable on the Bonds, and the Bonds shall not be a debt of the Issuer (except to the extent. of the trust estate pledged in the Indenture), the County or the State of Minnesota or any political subdivision thereof, and in any event shall not give rise to a charge RESOLUTION NO. 2002-84 against the credit or taxing power of the Issuer, the County, the State of Minnesota, or any political subdivision thereof, NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF BROOKLYN CENTER, MINNESOTA THAT: Section 1. The Issuer 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, which is affordable to persons and families of low or moderate income, and that accomplishing this is a public purpose. Section 2. For the purpose of refunding a portion of the 1999 Bonds, thereby financing a portion of the costs of acquisition, rehabilitation and equipping of the Project, there is hereby authorized the issuance of the Bonds, in an aggregate principal amount not to exceed $6,000,000. The Bonds shall bear interest at such rates, not to exceed 6.5% per annum, shall be in such- denominations, shall be numbered, shall be dated, shall mature, 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 described herein. The final principal amount and interest rate shall be determined by the Mayor, in her discretion; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 3. The Bonds shall be special obligations of the Issuer payable solely from the revenues of the Project, in the manner provided in the Indenture. The Bonds do not constitute an indebtedness, liability, general or moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the faith and credit or any taxing power of the Issuer, the County, the State of Minnesota, or any political subdivision thereof. 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 Indenture of Trust (the "Indenture") between the Issuer and Wells Fargo Bank Minnesota, National Association (the "Trustee"), 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 Issuer, and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, 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 Issuer on the date hereof, and is hereby approved, 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. RESOLUTION NO. 2002-84 Section 4. The Mayor and the City Manager are hereby designated as the representatives of the Issuer with respect to the issuance of the Bonds and the transactions related thereto and are hereby authorized and directed to accept and execute the Bond Purchase Agreement (the "Bond Purchase Agreement") from U.S. Bancorp Piper Jaffray Inc. (the "Underwriter"). All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be in full force and effect from the date of execution and delivery thereof. The Bond Purchase Agreement shall be substantially in the form on file with the Issuer on the date hereof, and is hereby approved, with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such form as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 5. The Mayor and the City Manager are hereby authorized and directed to execute the Financing Agreement, among the Issuer, the Trustee, Glaser Financial Group, Inc. (the "Lender") and the Borrower (the "Financing Agreement"), and when executed and delivered as authorized herein, the Financing Agreement shall be in full force and effect from the date of execution and delivery thereof. The Financing Agreement 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. Section 6. The Mayor and the City Manager are hereby authorized and directed to accept and execute the Tax Regulatory Agreement (the "Tax Regulatory Agreement") and the Amended and Restated Regulatory Agreement (the "Housing Regulatory Agreement"), each with the Borrower and the Trustee and, when executed and delivered as authorized herein, the Tax Regulatory Agreement and the Housing Regulatory Agreement shall be in full force and effect from the date of execution and delivery thereof. The Tax Regulatory Agreement and the Housing Regulatory Agreement shall be substantially in the forms on file with the Issuer on the date hereof, which are 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. Section 7. 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 Indenture or other documents authorized hereby 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 Indenture or other documents authorized hereby shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of the Issuer in that RESOLUTION NO. 2002-84 person's individual capacity, and neither the members of this City Council 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 8. 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 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 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 Issuer and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Borrower to the extent expressly provided in the Indenture. Section 9. 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 Project referred to in the Indenture, the pledge of collateral derived from the Project 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 Issuer contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer 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 Issuer are as binding as if contained in this resolution separate and apart from the Indenture. Section 10. The Mayor and City Manager 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 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 11. The Issuer hereby authorizes the use by the Underwriter in connection with the sale of the Bonds, of a preliminary and final Official Statement, in substantially the form of the Preliminary Official Statement on file with the Issuer as of the date hereof. The Official Statement is the sole material authorized by the Issuer for use in connection with the offer and sale of the Bonds. The Issuer has not RESOLUTION NO. 2002-84 made any independent investigation of the information contained in the Official Statement, makes no representations or warranties as to the information contained therein and shall have no liability in connection with the contents of or use of such offering materials. Section 12. The Mayor and the City Manager are hereby designated and authorized to take such administrative action as is permitted or required in connection with the issuance of the Bonds by the terms of the Indenture, the Financing Agreement, the Tax Regulatory Agreement, the Housing Regulatory Agreement and the Bond Purchase Agreement. Section 13. 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 by the Indenture, the Financing Agreement, the Bond Purchase Agreement, the Tax Regulatory Agreement, the Housing Regulatory Agreement, or any other agreements, certificates or documents which are deemed necessary or appropriate 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 42(m) or 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 14. If for any reason the Mayor or City Manager of the Issuer is unable to execute and deliver those documents referred to in this Resolution, any 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 or the City Manager. Section 15. This resolution shall be in full force and effect from and after its passage. June 24, 2002 Date ATTEST:%J' ~ City Clerk AM4'-~ At. Q Mayor The motion for the adoption of the foregoing resolution was duly seconded by member Kay Lasman 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.