City Council Resolution 2008-15CITY OF MONTICELLO, MINNESOTA
RESOLUTION NO. 2008 -15
RESOLUTION GIVING FINAL APPROVAL TO ISSUANCE
OF PUBLIC PROJECT REVENUE REFUNDING BONDS,
SERIES 2008A (CITY OF MONTICELLO, MINNESOTA
LEASE OBLIGATION) RELATED TO CERTAIN PUBLIC
FACILITIES AND AGREEMENTS RELATED THERETO
BE IT RESOLVED By the City Council of the City of Monticello, Minnesota as follows:
Section 1. Recitals.
1.01. The City of Monticello, Minnesota (the "City ") is authorized by Minnesota
Statutes, Section 465.71, as amended, to acquire real and personal property under lease- purchase
agreements.
1.02. Pursuant to a Ground Lease, dated as of December 1, 1998 and amended as of
March 1, 2000 (tile "Original Ground Lease'), between the City and the Housing and
Redevelopment Authority in and for the City of Monticello, Minnesota (the "BRA"), the HRA
acquired a leasehold interest from the City in certain property located within the City (the -site).
1.03. Pursuant to a Lease- Purchase Agreement, dated as of December 1, 1998, between
the BRA and the City, the HRA leased the Site to the City in connection with the acquisition,
construction and equipping of a community center, armory and city hall (the "Facilities") financed
by the issuance of the HRH's $7,385,000 Temporary Public Project Revenue Bonds, Series 1998
(the "Series 1998 Bonds').
1.04. The HRA refunded the Series 1998 Bonds by the issuance of its $7,555,000 Public
Project Revenue Bonds, Series 2000A (the "Series 2000A Bonds', which issuance required an
Amendment No. 1 to the Lease - Purchase Agreement, dated as of March 1, 2000 (such agreement,
as amended, is referred to as the "Original Lease').
1.05. By Resolution No. 2007 -85, adopted on October 22, 2007, the City Council
transferred the control, authority and operation of all projects of the HRA, including the
Series 2000A Bonds and all agreements related thereto, to the City of Monticello Economic
Development Authority (the "Authority'}, pursuant to Minnesota Statutes, Section 469.094,
Subdivision 2.
1.06. The Authority is authorized by Minnesota Statutes, Chapter 469, as amended, to
issue and sell revenue bonds to finance the constriction of the Facilities and related costs, and to
issue bonds to refund such bonds.
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1.07. In order to refund the Series 2000A Bonds in advance of maturity, the Authority
proposes to issue a series of revenue bonds in the aggregate principal amount of $6,180,000,
designated as "Public Project Revenue Refunding Bonds, Series 2008A (City of Monticello,
Minnesota Lease Obligation)" (the "Bonds').
1.08. Proceeds of the Bonds will be used to pay costs of issuance of the Bonds and to
fund the escrow account established to effectuate refunding of the Series 2000A Bonds, all pursuant
to the .Escrow Agreement (Series 2008A), between the Authority and U.S. Bank National
Association, as escrow agent, dated as of February 1, 2008 (the "Escrow Agreement').
1.09. Concurrent with the issuance of the Bonds, the Authority has deemed it necessary to
enter into an Amended and Restated Ground Lease, dated as of February 1, 2008, between the City
and the Authority (the "Ground Lease'), and an Amended and Restated Lease - Purchase Agreement,
dated as of February 1, 2008, between the Authority and the City (the "Lease "), which supersede in
all respects the Original Ground Lease and the Original Lease, respectively.
1.10. The Authority's terms of proposal for the sale of the Bonds assumed a public sale of
the Bonds and issuance thereof pursuant to a trust indenture, to be entered into by the Authority and
a bond trustee. However, on January 16, 2008, the Authority received a commitment letter from
Banc of America Public Capital Corp (the `Purchaser") requesting private placement of the Bonds
with the Purchaser. Therefore, the issuance of the Bonds will not include elements typically
required of a public sale of lease - revenue bonds, such as a trust indenture, trustee, paying agent or
official statement. Instead, the Bonds will be issued pursuant to a resolution of the Authority, to be
approved on January 30, 2008 (thee "Bond Resolution" ).
1.11. On January 14, 2008 the City Council adopted Resolution No. 2008 -6, entitled
"Resolution Giving Final Approval to Issuance of Public Project Revenue Refunding Bonds, Series
2008A (City of Monticello, Minnesota Lease Obligation) Related to Certain Public Facilities and
Agreements Thereto" (the "Prior Resolution'). The Prior Resolution approved all documents
required for the public sale of the Bonds, including a trust indenture and an official statement.
Because the commitment received from the Purchaser will result in a private placement and not a
public sale of the Bonds, the City Council has determined to adopt this Resolution, which
supersedes the Prior Resolution in all respects.
1.12. Forms of the Ground Lease, the Lease, the Escrow Agreement and the Bond
Resolution (collectively, the Financing Documents ") have been prepared and submitted to the City
and are on file with the City.
Section 2. Financing Documents. The City Council has reviewed the Financing
Documents and has determined that approval of the Financing Documents will be in the best
interests of the City and its residents and will further the public health, safety, and welfare.
Section 3. Approvals.
3.01. The Financing Documents are hereby approved, and the authorized officials are
directed to execute all Financing Documents to which the City is a party or signatory, subject to
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modifications that do not alter the substance of the transactions and are approved by such
officials. Such officials are hereby authorized in their discretion to execute and deliver, on
behalf of the City, such other affidavits, certificates, and other documents in connection with the
issuance, sale, and delivery of proceeds of the Bonds. Execution of the Financing Documents
and any other affidavits, certificates, and other documents is conclusive evidence of their
approval.
3.02. This Resolution hereby supersedes the Prior Resolution in its entirety.
3.03. The City hereby approves all actions taken or to be taken by the Authority with
regard to the issuance of the Bonds, including but not limited to the Authority's actions in
awarding the sale of the Bonds.
3.04. City staff and consultants are authorized to take all actions necessary to implement
the agreements hereby approved.
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Approved by the City Council of the City of Monticello, Minnesota this 28th day of
January, 2008.
CITY OF MONTICELLO, MINNESOTA
/ / * I �, �
Mayor
ATTEST:
3264990 AM MN190 -128