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HomeMy WebLinkAbout2000-188 CCRCouncilmember KaY Lasman introduced the following resolution and moved its adoption: RESOLUTION NO. 2000-188 A RESOLUTION PROVIDING FOR THE EXECUTION AND DELIVERY OF TWO SUPPLEMENTAL INDENTURES OF TRUST RELATING TO TWO SERIES OF REFUNDING REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTIONS 469.152 TO 469.1651, ON BEHALF OF BROOKDALE TWO LIMITED PARTNERSHIP WHEREAS, the City is empowered pursuant to the provisions of Minnesota Statutes, Section 469.152 to 469.1651, as amended (the "Act"), to issue its revenue bonds, including refunding revenue bonds, with respect to projects as described in the Act; and WHEREAS, in furtherance of the purposes of the Act, the City issued its City of Brooklyn Center, Minnesota, Commercial Development Refunding Revenue Bonds (Brookdale Associates Limited Partnership Project) Series 1991 in the aggregate principal amount of $5,100,000 (the "Series 1991 Bonds") pursuant to an Indenture of Trust dated as of March 1, 1991 (the "Series 1991 Indenture") between the City and American National Bank and Trust Company, a national banking association (n/k/a Firstar Bank, National Association and referred to herein as the "Series 1991 Trustee"), for the purpose of providing funds to refinance the costs of acquisition, construction and equipping of a commercial facility located in the City of Brooklyn Center and known as Brookdale Corporate Center Three ("Project Three"), and lent the proceeds from the sale thereof to Brookdale Associates Limited Partnership (the "Brookdale Associates Partnership") pursuant to a Mortgage Loan Agreement dated as of March 1, 1991 between the City and Brookdale Associates Partnership (the "Series 1991 Loan Agreement"); and WHEREAS, upon their issuance, the vries 9^ 1 Bond. were secured by a Guaranty Agreement dated March 1, 1991 (the "Series 1991 Guaranty") issued by ReliaStar Life Insurance Company, f/k/a Northwestern National Life Insurance Company (the "Guarantor"); and WHEREAS, pursuant to and in accordance with the terms of the Series 1991 Loan Agreement, the Brockdale Associates Partnership proposes to sell Project Three to BCC Associates, LLC, a Minnesota limited liability company (the "Company') and the Company proposes to assume the obligations of Brookdale Associates Partnership pursuant to the Series 1991 Loan Agreement; and WHEREAS, in connection with the purchase of Project Three by the Company, Brookdale Associates Partnership has required that the Series 1991 Guaranty be terminated; and WHEREAS, in connection with the termination of the Series 1991 Guaranty, the Trustee has required that the Company obtain an alternate credit enhancement facility (a "Substitute RESOLUTION NO. 2000-188 Credit") which would provide security for payments due to the holders of the Series 1991 Bonds at least equal to the security provided under the Series 1991 Guaranty; and WHEREAS, the Company proposes to provide an Irrevocable Direct Pay Letter of Credit issued by Firstar Bank, N.A., St. Paul, Minnesota, to serve as the Substitute Credit for the Series 1991 Bonds upon the transfer of Project Three; and WHEREAS, the City, the Company and the Series 1991 Trustee now desire to enter into a First Supplemental Indenture of Trust (the "Series 1991 Supplemental Indenture') to amend the Series 1991 Indenture to modify certain provisions and add other provisions relating to the issuance by Firstar Bank, N.A. (the "Letter of Credit Bank") of an irrevocable letter of credit to secure payment of the Series 1991 Bonds and to make certain other changes relating thereto as provided therein; and WHEREAS, in furtherance of the purposes of the Act, the City issued its City of Brooklyn Center, Minnesota, Industrial Development Refunding Revenue Bonds (Brookdale Two Limited Partnership Project) Series 1994 in the aggregate principal amount of $8,100,000 (the "Series 1994 Bonds") pursuant to a Trust Indenture dated as of November 1, 1994 (the "Series 1994 Indenture") between the Issuer and First Trust National Association, a national banking association (n/k/a U.S. Bank Trust National Association and referred to herein as the "Series 1994 Trustee"), for the purpose of providing funds to refinance the costs of acquisition, construction and equipping of a commercial facility located in the City of Brooklyn Center and known as Brookdale Corporate Center Two ("Project Two'), and lent the proceeds from the sale thereof to Brookdale Two Limited Partnership (the "Brookdale Two Partnership's pursuant to a Loan Agreement dated as of November 1, 1994 between the Issuer and the Prior Partnership (the "Series 1994 Loan Agreement"); and WHEREAS, upon their issuance, the Series 1994 Bonds were secured by a Guaranty Agreement dated November 1, 1994 (the "Series 1994 Guaranty') issued by the Guarantor; and WHEREAS, pursuant to and in accordance with the terms of the Series 1994 Loan Agreement, the Brookdale Two Partnership proposes to sell Project Two to the Company and the Company proposes to assume the obligations of Brookdale Two Partnership pursuant to the Loan Agreement; and WHEREAS, in connection with the 'purchase of Project Two by the Company, Brookdale Two Partnership has required that the Series 1994 Guaranty be terminated and that a "Substitute Credit" (as defined in the Series 1994 Indenture) be provided to secure the Bonds from and after such acquisition in accordance with the provisions of the Series 1994 Indenture and the Series 1994 Loan Agreement; and WHEREAS, the Company proposes to provide an Irrevocable Direct Pay Letter of Credit issued by Firstar Bank, N.A., St. Paul, Minnesota, to serve as the Substitute Credit for the Series 1994 Bonds upon the transfer of Project Two; and RESOLUTION NO. 2000-188 WHEREAS, the City, the Company and the Series 1994 Trustee now desire to enter into a First Supplemental Indenture of Trust (the "Series 1994 Supplemental Indenture") to amend the Series 1994 Indenture to modify certain provisions and add other provisions relating to the issuance by Firstar Bank, N.A. of an Irrevocable Letter of Credit to secure payment of the Series 1994 Bonds and to make certain other changes relating thereto as provided therein; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota, as follows: Authoritv. The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 to 469.165 1, as amended (the "Act'), authorized to enter into agreements and amendments thereto necessary or convenient in the exercise of the powers granted by the Act. Documents Presented. The Company has proposed to this Council that the City authorize the execution and delivery of (a) the Series 1991 Supplemental Indenture to amend the terms of the Series 1991 Indenture and (b) the Series 1994 Supplemental Indenture to amend the terms of the Series 1994 Indenture to permit the substitution of two Irrevocable Direct Pay Letters of Credit to be issued by Firstar Bank, National Association to replace the Series 1991 Guaranty with respect to the Series 1991 Bonds and to replace the Series 1994 Guaranty with respect to the Series 1994 Bonds, respectively. Forms of the Series 1991 Supplemental Indenture relating to the Series 1991 Bonds and the Series 1994 Supplemental Indenture relating to the Series 1994 Bonds have been submitted to the City and are now on file in the office of the City Clerk. The City further approves the assignment and assumption by the Company of the obligations of Brookdale Associates Partnership with respect co the Series 1991 Bonds and of Brookdale Two Partnership with respect to the Series 1994 Bonds and the acquisition by the Company of Project Three and Project Two. Approval and Fxxecution of Documegt . The forms of the Series 1991 Supplemental Indenture and the Series 1994 Supplemental Indenture, referred to in paragraph 2, are approved. The Series 1991 Supplemental Indenture and the Series 1994 Supplemental Indenture shall be executed in the name and on behalf of the City by the Mayor and the City Clerk, or other officers of the City, in substantially the forms on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. Copies of all documents shall be delivered and filed as provided therein. Certificates. etc. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Bond Counsel, the Series 1991 Trustee, the Series 1994 Trustee and the Company certified copies of all proceedings and records of the City relating to the Series 1991 Supplemental Indenture and the Series 1994 Supplemental Indenture, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, 1 RESOLUTION NO. 2000-188 certificates and affidavits, including any heretofore fiunished, shall constitute representations of the City as to the truth of all statements contained therein. The City staff is further authorized and directed to do all things necessary to assist the Company in the acquisition of Project Three and Project Two and assumption of the Series 1991 Bonds and the Series 1994 Bonds and the transactions contemplated thereby, and the City authorizes the Series 1991 Trustee and the Series 1994 Trustee to take such actions under the Series 1991 Indenture and the Series 1994 Indenture as may be necessary to complete such transactions. Additional Reauirements. The authorizations and approvals set forth herein shall be conditioned upon the settlement to the satisfaction of the City Manager and other officers of the City executing the documents described herein of all obligations and agreements arising from the Contract for Private Development, dated December 19, 1985 with respect to Project Three, including without limitation the Assessment Agreement and the Deficiency Agreement entered into in the forms attached thereto; which condition shall be conclusively evidenced by the execution by the Mayor, City Clerk and other officers of the City and delivery to the Trustee of the documents referred to above. November 13, 2000 Date ATTEST: ,~QI i1 City Clerk and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. 11--h 4-11 AL4A 4L, d Mayor 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, Debra Hilstrom, Kay Lasman, and Ed Nelson;`