City Council Agenda Packet 02-02-2000 Special
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AGENDA
SPECIAL MEETING - MONTICELLO CITY COUNCIL
Wednesday, February 2, 2000 - 6:45 p.m.
Mayor:
Roger Belsaas
Council Members:
Roger Carlson, Clint Herbst, Brian Stumpf, Bruce Thielen
1. Call to Order.
2. Consideration of resolution accepting bid and authorizing the sale of $2,0 15,000 in GO
Improvement Bonds, Series 2000A.
3. Consideration of resolution authorizing the execution and delivery of a ground lease and
a lease purchase agreement and approving and authorizing the issuance of public project
revenue bonds and execution of related documents.
4. Adjourn
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Council Agenda - 2/2/00
2.
Consideration of resolution acceptine bid and authorizing the sale of $2.015.000 GO
Improvement Bonds. Series 2000A
A.
REFERENCE AND BACKGROUND:
Bids will be received at II a.m. Wednesday, February 2, 2000 for the sale of $2,0 15,000 in
general obligation improvement bonds that will be used to finance various public improvement
projects we have completed in the past year.
Assuming that the interest rates are acceptable and based on a recommendation from Ehlers and
Associates, the Council will be asked to adopt a resolution awarding the sale of the GO bond to
the low bidder. The bids will be tabulated and will be presented to the Council Wednesday night
by Mark Ruff and/or Rusty Fifefield of Ehlers and Associates.
B. AL TERNA TIVE ACTIONS:
1. Adopt a resolution awarding the sale of GO Improvement Bond Series 2000A as
recommended by financial consultant, Ehlers and Associates.
2.
Do not award the sale.
C. STAFF RECOMMENDATION:
Unless for some reason the interest rates are completely out orline, the funding is needed to
reimburse the City for costs we have already expended and therefore this bond sale should
proceed with the lowest bidder.
D. SUPPORTING DATA:
Copy of resolution (ifnot available on Friday, resolution will be provided Wednesday evening)
BID TABULATION
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$2,015,000 General Obligation Improvement Bonds, Series 2000A
City of Monticello, MN
SALE: February 2,2000
AWARD: MILLER, JOHNSON & KUEHN, INC.
RATING: Moody's Investors Services "A3"
BBI: 6.08%
NAME OF BIDDER
RATE YEAR
4.40% 2002
4.60% 2003
4.70% 2004
4.80% 2005
4.90% 2006
5.00% 2007
5.10% 2008
5.15% 2009
5.25% 2010
5.35% 2011
5.45% 2012
5.50% 2013
5.55% 2014
5.60% 2015
5.65% 2016
4.50% 2002
4.60% 2003
4.75% 2004
4.85% 2005
4.95% 2006
5.00% 2007
5.10% 2008
5.20% 2009
5.25% 2010
5.35% 2011
5.40% 2012
5.50% 2013
5.55% 2014
5.60% 2015
5.70% 2016
PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
MILLER, JOHNSON & KUEHN, INC.
Minneapolis, MN
JOHN G. KINNARD & COMPANY
Minneapolis, MN
$1,997,610.55
$920,435.70
5.3826%
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U.S. BANCORP PIPER JAFFRAY
Minneapolis, MN
NORWEST INVESTMENT SERVICES, INC.
Minneapolis, MN
BERNARDI SECURITIES, INC.
Chicago, IL
$1,997,346.43
$923,077.74
5.3994%
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& ASSOCIATES INC
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LEADERS IN PUBLIC FINANCE
3060 Centre Pointe Drive, Roseville, MN 55113-1105
651.697.8500 fax 651.697.8555 www.ehlers.inC.com
Offices in Roseville, MN, Brookfield, WI and Naperville, IL
EHLERS
$2,015,000 General Obligation Improvement Bonds, Series 2000A
City of Monticello, MN Page 2
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NET
NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
COST RATE
DAIN RAUSCHER, INC. 4.50% 2002 $1,995,156.28 $925,945.59 5.4195%
Minneapolis, MN 4.60% 2003
4.75% 2004
4.85% 2005
4.95% 2006
5.00% 2007
5.10% 2008
5.20% 2009
5.25% 2010
5.30% 2011
5.40% 2012
5.50% 2013
5.60% 2014
5.65% 2015
5.70% 2016
CRONIN & COMPANY, INC. 4.60% 2002 $1,991,393.30 $942,085.66 5.5227%
Minneapolis, MN 4.75% 2003
SALOMON SMITH BARNEY 4.90% 2004 .
Chicago, IL 5.00% 2005-2006
5.10% 2007
5.15% 2008
5.20% 2009
5.30% 2010
5.40% 2011
5.50% 2012
5.55% 2013
5.70% 2014-2015 Term
5.75% 2016
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PROPOSAL FORM
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The City C4MlJl.ciI.
City ofMonticeDo. MiDoesota
Febnauy 1, :JOOO
RE: 52,015,000 Genenl ObUgation Improveme-t Bonds, Series 2000A
DATED; Marth 1,1000
For au. or none of the above Bonds. in accon:Jance with the TCIIDS of Proposal and 'terms oftbc Global BookEntIy System as
stated inthis Official SNltt'filP.nt. we will pay you $ I, q9J , ~IO. S5 (not less than $1,9&1,400) plus accrued imerestto
date of delivery for fully registeted Bouds beari:dg inrcttst mtes and ni3tUIiJ:1,g in. the smted. years as fol1ovls;
4.40 %duc 2002 5.00 % due 2007 5.45 %d1ie 2012
~.(,O % due 2003 5./0 % due 2008 S'.ro % due 2013'
4.10 % due 2004 ).15 %dne 2009 S.Ss % due 2014
4.~O %c:h1e 2005 ,.15 % due 2010 5.(,0 % due 2015
q.'O % due 2.006 S"~5 % due 2011 S.~5 % due 2016
. We enclose our good faith deposit in the amaunt of $40,300, 10 be held by you peDdmg delivCl)' and payment. AltlmJatively,
we have provided a :finaDcial sme1;y bond. or have w:ired our good faith deposit to the EhletS &; Associa:res. Inc. Bond Is&Je
Escrow Account #850-788-1 at :ReSOllICC: Bank & Trust Co., :Minnf";tpnlis, Minnesota. If our Proposal is oot aoceptcd, said
deposit shall be ptOmPtly :retumed to us- If the good faith deposit is wired 10 such escrow accoum. we agree to tile CQJQidoDll
and duties of Ehlers &: .Associates. Inc., as escrow holder of the good faith depoSit, pmsuant to this Official Statement dated
Jan\J3IY 20,2000. 'lbisPtoposalis forpromptaocc:pc:aoo: andis coDd.ili.ooaI upon deposit of said Bonds to TbeDepositoIY 1iuSl
Company, New Yolk. New Vm:k inaccorda!ll:e with the Terms of Proposal.
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This proposal is subject to the Authority's covenant and a~Dt to CDIet iIrto a written undertaking to pIOVidc: contim1ing
disclosure UDder Rule IsC2-U ptomulgated by the Securities and Exchange Commission tmdertbe Securities ExcbaDge Actof
1934 as described in tbe Official Statement fOr this Issue.
We have received and reviewed the 0f6cial StalCmem:and.have submitted onrrequem foradditioDal infonnalion orconectioDS
to ~ Official Swemeot .As Syndicate Manager. we ~ to provide the .th the lCOff'eringprice of the Bonds within
24 bows oftbt: Proposal ~ L
AccoumMaoager: -DJU1l("Jo flMtYJ ,f~e^~: -
Account Membe1s:
Award,will be oa a me iateresi cost basis. Ao;:ording to ourcomputaliom (the com:et compo13tion being COIdIDUing in the
award), the total dollar interest oost (1DClucIiDg any discount or less any premium) computed. ftom March 1. 2000 oftbe above
Proposal is $ " 10'1 4 ~ S I 10 and the uue interest cost (11C) is 5.'!> ~ 2 (P 0/0.
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The foregoing offer is hereby acce~ by aad OD. behalf of th: City CounQ! of the City of Mooticello. Minnesota this
2- day of -:/....L-6 ,2000_
_awF~ By:~-~
. Tide: ~ jJrk., ". If rL~ p.'t.-- TllIe: M A Y t5 r.:.
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3.
Consideration of resolution authorizinl! the execution and deliverv of a l!round lease
and a lease purchase al!reement and approving and authorizing the issuance of
public project revenue bonds and execution of related documents.
A. REFERENCE AND BACKGROUND:
The second bond sale scheduled for Wednesday, February 2nd relates to the refinancing of the
temporary community center bonds. Bids will also be received for the sale of the $7,555,000
Public Project Revenue Bonds, Series 2000A at 11 :00 a.m. and a schedule of the bids received
will be presented to the Council for review.
Although the community center bond is technically issued by the HRA and is not covered by the
general obligation taxing authority of the City, the City Council needs to approve the bond sale
along with the HRA and adopt various resolutions and amendments to the lease agreements
between the City and liRA. Mr. Dan Greensweig of Kennedy & Graven, the HRA bond
consultant Jor this issue, has prepared a number of documents that will need to be executed by
the City and HRA. Briefly, the documents authorize the issuance of a new series of bonds to
refund the temporary bonds that were sold in 1998 to finance the community center. The
amendments to the lease purchase agreemcnt and ground lease for the most part make changes to
some of the dates in the original agreements to reflect the new series of bonds. The indenture,
while a new document and not an amendment of the existing one, is changed mostly to rc11ect
that a new series of bonds has been issued with change to maturity dates, a new principal
amount, and other differences that were noted in the official statement. Finally, the resolution
the Counci I will be asked to adopt approves the documents and the sale of the bonds.
The City Council will meeting just prior to the regular lIRA meeting and it is assumed that if the
City Council is willing to execute the documents and accept the low bid for the bond refinancing,
the lIRA will also approve execution of the necessary documents. Since the City would be
basically agreeing to provide the funds necessary to meet the principal and interest payments
through the lease agreement, the I-IRA would also approve the sale of new bonds if agreed to by
the Council.
B. AL TERNA TIVE ACTIONS:
1. The Council could adopt a resolution authorizing the execution and delivery of a ground
lease and a lease purchase agreement, and approving and authorizing the issuance of
public project revenue bonds and execution of related documents.
This alternative should be selected if the Council is comfortable with the interest rate bid
we received and based on the recommendation of our bond consultant.
2.
Do not adopt the resolution or execute the related documents.
This alternative could be selected if the Council did not feel we received an appropriate
bid on the sale of the refinancing bonds.
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Council Agenda - 2/2/00
c.
STAFF RECOMMENDATION:
Assuming the City receives an acceptable bid with a reasonable interest rate, the staiTwould
recommend adopting alternative #1. At this time it is hard to recommend any other option until
the actual bids are received and tabulated. Additional information will be provided by Ehlers and
Associates Wednesday evening for Counci I review.
D. SUPPORTING DATA:
· Copy of resolution
· (iround Lease Amendments
· Assignment and Security Agreement Documents
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BID TABULATION
$7,555,000 Public Project Revenue Bonds, Series 2000A
City of Monticello Housing and Redevelopment Authority, Minnesota
SALE: February 2, 2000
AWARD: U.S. BANCORP PIPER JAFFRAY
RATING: Moody's Investors Service "Baa1"
BBI: 6.08%
NAME OF BIDDER
RATE
YEAR PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
U.S. BANCORP PIPER JAFFRAY
Minneapolis, Minnesota
NORWEST INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
DAIN RAUSCHER, INC.
Minneapolis, Minnesota
Bernardi Securities, Inc.
4.35%
4.90%
5.10%
5.20%
5.30%
5.75%
6.125%
6.25%
2001 $7,426,670.77
2002
2003
2004
2005
2006.2010
2011.2013 Term*
2014-2015 Term**
$5,058,002.98
6.2680%
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*$2,740,000.00 Term Bond due February 1, 2013 with mandatory redemption in 2011-2012.
**$1,965,000.00 Term Bond due February 1, 2015 with mandatory redemption in 2014.
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& ASSOCIATES INC
LEADERS IN PUBLIC FINANCE
3060 Centre Pointe Drive, Roseville, MN 55113-1105
651.697.8500 fax 651.697.8555 www.ehlers-inc.com
Offices in Rosevi/le, MN, Brookfield, WI and Napervi/le, IL
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EHLERS
PROPOSAL FORM
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The BOftl"d of Commissioners
City of Monticello Housing alld Redevelopment Authority, Minnesota
February 2, 2000
RE= $7,555,000 Public Project Revenue Bonds, Series 2000A
DA TED: MS1'ch 1,2000
For aU or nOllO ofd\c above Bonds, ill aocordance with tho Tcnns o[Proposal and terms of the Global Book Entry System
os slaled in this Omcial Slatcment, we \-\ill pay you $ 1, 42.{p~ l, 10 .11 (not less than $7,426,600) plus acomed
inlcrest to date of delivelY for fully registered Bonds bearing inlcresl rates and maturi.1g in the slated ycars as follows:
~.:;5 % due 2001 S.15 %duc 2006 1,.125 % due 2011
~"q{) %duc 2002 S.15 % duo 2007 (p. \lS %duc 2012
S.Il> %duc 2003 S.15 %duc 2008 ~.1?S % dLlc 2013 T
S :to % due 2004 5.15 %duc 2009 (,.2> %duc 2014
S. '30 % due 2005 S.15 %due 2010 ('.2S 010 cine '01" 1
We unclose OLlr good faith deposit in the amount of$15), 100, to be held by you pending delivcry and paymcnt. Alicrnati vcly,
we hOlve provided a financi.ll surely bond or havc wired OUT good faiih deposit to the Ehlers & Associates, Tnc. TlolHI lsslle
Escrow Account #850.788-1 at Resource BJ1\k & Tmst Co., Minncapolis, MilllleSota. 11' our Proposal is not accepted, said
deposit shall be promptly returned 10 us. Tf the good faith deposit is wired to such escrow tlecount, we agree to the conditions
and duties orEhlcrs & Associates, Inc., as escrow holdero[the good faiih deposit, pursuant to this Omeial Stalemcnt daled
J:lllunry 20, 2000. TI\is Proposal is for prompt acceptance aud is conditional upon deposit of said Bonds to TIlC Depository
Trust Compnny, New York, New York in accordance with the TcmH. of Proposal.
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This proposal is subjcct to tl\O Autl\ority' 51 covenaltt and agrccl'ltcni to cntcr uno a wriHc1l undertaking to provide CQuiinning
disclosure under Rule 1502-12 promu Igated by the Securities and Exch,mgc COlllm Ission under the Securities Exch;mgc Act
of 1934 as (.)cscribed in the Ofticial Statement for tllis Issuc.
We have received and reviewed the Official Siatemcnt zmd have submitted O\.lr requests ror additional il1rormalion or
correcl ion.S to tho Official Statement. As Syudicate Manager, we <lgrcc to providc the Issuer with the rcoffering price of (he
Bonds within 24 hours of the Proposalllcccptancc. - . .,. ..._
Account M;:mogcl': _ U.S. fuJlC'..orp Pi~r J.1..ffrav
By:
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AccoUlll Members:
AWill'd will be On a true intel"cst cost busis. According to our computations (the correct computation being controlling in
the awul'd), Lhe iota.l dollar interost cost (including :lny discounL or less any premiun1) computed fmm Mat'eh 1, 200n of the
above Proposal is $_2'~~L...002 ~F_and the true interest cost (TIC) is (p. 2.(, 8D %.
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Tho foregoing olTer is hereby accepted by rutd on behalf of the Board of Commissioners of the City of Monticello I lousing
.ud Redevelopment Aulhod'y, M;MC<OlO U,ig doy of ~ _' 2000.
t Atlc,,,OL, '\'Y\. Y..,",-",~~ By, ~
Title; Title:
.1
Kennedy
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470 Pillsbury Center
200 South Sixth Street
Minneapolis MN 55402
(612) 337-9300 telephone
(612) 337-9310 fax
http://www.kennedy-graven.com
C H ART ERE D
DANIEL J. GREENSWEIG
Attomey at Law
Direct Dial (612) 337-9231
cmaiJ: dgreensweig@kennedy-gravcll_com
January 27,2000
Ollie Koropchak
City Hall
P.O. Box 1147
Monticello, MN 55362
BY MESSENGER
Dear Ollie:
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Enclosed with regard to the Monticello Community Center refunding are copies of an indenture, an
assignment of the indenture, amendments to the existing ground lease and lease-purchase
agreement, and a continuing disclosure certificate. Also enclosed are one resolution to be adopted
by the city and another to be adopted by the HRA. Please provide copies of these documents to
Rick or Jeff for distribution to the council.
I understand that Mark or someone else from Ehlers will be at the meeting to discuss the bond issue
80 I will not go into detail as to the contents of the documents in this letter. Briefly, however, the
documents authorize the issuance of a new series of bonds to refund the temporary bonds that were
sold in 1998 to finance the community center. The amendments to the lease-purchase agreement
and ground lease for the most part make changes to some of the dates in the original agreements to
reflect the new series of bonds. The indenture, while a new document and not an amendment ofthe
existing one, is changed mostly to reflect that a new series of bonds has been issued with changed
maturity dates, a new principal amount, and other differences that are explained quite clearly in the
official statement prepared by Ehlers. The resolutions approve the documents and sale of the
bonds, and otherwise reflect the typical representations set forth in a bond issuance authorization.
If you have any questions, or if you would like a more detailed explanation, please do not hesitate
to let me know.
Sincerely,
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DJG/par
Encl
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Cc: Nancy DeMarais - Ehlers & Associates
D1O-175372vl
MN 190-83
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AMENDMENT NO.1
TO GROUND LEASE
between
CITY OF MONTICELLO, MINNESOTA
and
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO, MINNESOTA
Dated as of March 1,2000
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AMENDMENT NO.1
TO GROUND LEASE
THIS AMENDMENT NO. I TO GROUND LEASE, dated as of March I, 2000, is made
and entered into between the CITY OF MONTICELLO, a statutory city and political subdivision
of the State of Minnesota (the "City") and the HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF MONTICELLO, MINNESOTA, a public body
corporate and politic (the" Authority").
RECIT ALS
WHEREAS, pursuant to a Ground Lease dated as of December I, 1998 between the City
and the Authority the City leased to the Authority certain property located within the City (the
"Site") in connection with a project (the "Project") undertaken and financed by the issuance of
the Authority's $7,385,000 Temporary Public Project Revenue Bonds, Series 1998 (the "Series
1998 Bonds"); and
WHEREAS, the City and the Authority have determined that it is in their mutual best
interests to refund the Series 1998 Bonds by the issuance of the Authority's $7,555,000 Public
Project Revenue Bonds, Series 2000A (the "Series 2000A Bonds"); and
WHEREAS, this Amendment No.1 to Ground Lease is necessary and is authorized to be
executed and delivered by the City and the Authority in order to effectuate the issuance of the
Series 2000A Bonds;
NOW, THEREFORE, the City and the Authority agree that the Ground Lease shall be
and hereby is supplemented and amended, and further covenant and agree as follows:
Section 1. Amendments to Section 1.02 of the Loan Agreement. Section 1.02(2) of the
Ground Lease is amended to read as follows:
That the Site is not subject to any dedication, easement, right-of-way,
reservation in patent, covenant, condition, restriction, lien or encumbrance which
would prohibit or materially interfere with the construction of certain facilities
(hereinafter called the "Facilities") on the Site, as contemplated by that certain
Lease-Purchase Agreement by and between the City and the Authority dated as of
December I, 1998 and amended as of March 1, 2000 (hereinafter called the
"Lease");
Section 2. Miscellaneous. Except as expressly amended hereby, the Ground Lease shall
remain in full force and effect. This Amendment No. I to Ground Lease may be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument. If any provision of this Amendment No. 1 to Ground Lease shall be
held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not
affect any other provision or provisions herein contained or render the same invalid, inoperative
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or unenforceable to any extent whatsoever. This Amendment No. 1 to Ground Lease shall be
governed by and construed in accordance with the laws of the State of Minnesota.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be
executed in their respective names, and on the behalf of each, all as of the date first above
written.
CITY OF MONTICELLO, MINNESOTA
By
Its Mayor
By
Its City Administrator
ST ATE OF MINNESOTA)
) S5.
COUNTY OF WRIGHT )
On this day of , 2000, before me, a Notary Public within and for
said County, personally appeared and , to me
personally known, who being by me duly sworn, did say that they are the Mayor and City
Administrator of the CITY OF MONTICELLO, a statutory city and political subdivision of the
State of Minnesota, the subdivision referred to in the foregoing instrument; that the seal affixed to
said instrument is the corporate seal of said political subdivision; that said instrument was signed
and sealed in behalf of said political subdivision by authority of its City Council; and said Mayor
and City Administrator acknowledged said instrument to be the free act and deed of said political
subdivision.
Notary Public
DJG.1751'1tiv I
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ST ATE OF MINNESOTA)
) ss.
COUNTY OF WRIGHT )
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO,
MINNESOTA
By
Its Chair
By
Its Executive Director
On this _ day of , 2000, before me, a Notary Public within and for said
County, personally appeared and , to me personally
known, who, being each by me duly sworn, did say that they are the Chair and Executive Director,
respectively, of the Housing and Redevelopment Authority in and for the City of Monticello,
Minnesota, the Authority referred to in the foregoing instrument; that said instrument was signed
and sealed in behalf of said authority by authority of its Board of Commissioners; and they
acknowledged said instrument to be the free act and deed of said Authority.
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Notary Public
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ASSIGNMENT AND SECURITY AGREEMENT
THIS ASSIGNMENT AND SECURITY AGREEMENT, made and entered into as of the
1st day of March, 2000, by and between the HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO, MINNESOTA, a public body corporate and politic
and political subdivision of the State of Minnesota (the "Authority"), and _, a _ (the
"Trustee"), as Trustee under a Trust Indenture of even date herewith (the "Indenture") between the
Authority and the Trustee,
WITNESSETH THAT, in consideration of the mutual Covenants herein contained, the
parties hereto recite and agree as follows:
Section I. Recitals.
1.0 I. Pursuant to a Ground Lease dated as of December I, 1998 and recorded in the office
of the County Recorder of Wright County, Minnesota, as Document No. as
amended by an Amendment No. I to Ground Lease dated as of March I, 2000 and recorded in the
office of the County Recorder of Wright County, Minnesota, as Document No.
(collectively, the Ground Lease and the Amendment No.1 to Ground Lease are referred to herein as
the "Ground Lease"), the Authority has acquired a leasehold interest in the land legally described in
Exhibit A attached hereto (the "Site") from the City of Monticello, a statutory city and political
subdivision of the State of Minnesota (the "City"). The Authority and the City have entered into a
Lease~Purchase Agreement dated as of December 1, 1998 and recorded in the office of the County
Recorder of Wright County, Minnesota, as Document No. as amended by an
Amendment No. 1 to Lease~Purchase Agreement dated as of March I, 2000 and recorded in the
office of the County Recorder of Wright County, Minnesota, as Document No.
(collectively, the Lease~Purchase Agreement and the Amendment No. I to Lea.;;e-Purchase
Agreement are referred to herein as the "Lease") relating to the Site and certain improvements to be
constructed thereon (the "Facilities").
1.02. Among other things, the Lease provides for the lease of the Site and the Facilities by
the Authority to the City and for the payment of periodic payments comprising principal and interest
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and certain other payments to the Authority by the City with respect to the Site and the Facilities
(the "Lease Payments").
1.03. Pursuant to the Indenture, the Authority will issue, and the Trustee will authenticate
and deliver $7,555,000 aggregate principal amount of Public Project Revenue Bonds, Series 2000A
(the "Series 2000A Bonds"), payable from the Lease Payments to be paid by the City under the
Lea'le.
1.04. The Authority intends hereby to sell and assign to the Trustee pursuant to the
Indenture all of its right, title and interest in and to the Ground Lea'le and the Lease, including its
right to receive Lease Payments due under the Lease, and the right to enforce all of the foregoing,
for the benefit of the registered owners of the Series 2000A Bonds and any Additional Bonds issued
pursuant to the Indenture (together, the "Bonds"), and the Trustee is willing to accept such
assignment, on the terms and conditions specified in this Assignment and for the purposes specified
in the Indenture.
1.05. Each of the parties has authority to enter into this Assignment, and has taken all
actions necessary to authorize its execution by the officers signing it.
1.06. All capitalized terms used in this Assignment but not defined herein shall have the
meanings given to them in the Ground Lease, the Lease and the Indenture. "Financing Documents"
means: (a) the Ground Lease, the Lease, and all documents, certificates and legal opinions in the
Authority's possession relating to the Ground Lease and the Lease; (b) a financing statement
relating to this Assignment, naming the Authority as debtor and the Trustee as secured party; and (c)
duly authorized and executed documents, in form satisfactory to the Trustee, transferring and
conveying to the Trustee all of the Authority's right, title and interest in and to the Ground Lease
and the Lease.
Section 2.
Assignment and Warranties.
2.01. Subject to the provisions of Section 1.05, for one dollar ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority
hereby sells, assigns and conveys to the Trustee on behalf of the registered owners of the Bonds, for
the purposes and subject to the terms of the Indenture, without recourse, all of its right, title and
interest in and to the Financing Documents, including the Ground Lease, the Lease, and its right to
receive the Lease Payments due thereunder, all other Financing Documents, and the right to enforce
any and all of the foregoing. Accordingly, upon execution of this Assignment, the Authority shall
deliver to the Trustee the Financing Documents.
2.02. From and after the date of this Assignment, the Authority shall have no further rights
or interest in the Financing Documents or in any Lease Payments or other moneys to become due
thereunder, other than the Authority's rights to indemnification and payment of expenses pursuant
to Sections 4.3, 7.5 and 7.6 of the Lease.
2.03. The Authority agrees to execute and deliver to the Trustee, upon request by the
Trustee, any documents reasonably deemed necessary by the Trustee to further evidence or perfect
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. the sale and assignment herein made.
2.04. Subject to the provisions of the Indenture, the Authority hereby irrevocably
constitutes and appoints the Trustee or any present or future officer or agent of the Trustee or its
successors or assigns as its lawful attorney, with full power of substitution and resubstitution, and in
the name of the Authority or otherwise to collect and to sue on behalf of the Authority in any court
for the enforcement of all contracts described in Section 1 and the payment of all amounts due
thereunder, or any part thereof, to withdraw or settle any claims, suits or proceedings pertaining to
or arising out of the Financing Documents, this Assignment or the Indenture, upon any terms, all
without the assent of the Authority; and, further, to take possession of and to endorse in the name of
the Authority any instrument for the payment of moneys received on account of the Lease Payments
or other amounts due under the Lease.
Section 3.
Administrative Provisions.
3.01. This Assignment shall be construed and governed in accordance with the laws of the
State of Minnesota.
3.02. Any provision of this Assignment found to be prohibited by law shall be ineffective
only to the extent of such prohibition, and shall not invalidate the remainder of this Assignment.
3.03. This Assignment shall be binding upon and inure to the benefit of the parties and their
. respective successors and assigns and the registered owners of the Bonds.
3.04. This Assignment may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year
first above written.
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO,
MINNESOT A
By
Its Chair
By
Its Executive Director
ST ATE OF MINNESOTA)
) 55.
COUNTY OF WRIGHT )
On this _ day of , 2000, before me, a Notary Public within and for said
County, personally appeared and ' to me personally
known, who, being each by me duly sworn, did say that they are the Chair and Executive Director,
respectively, of the Housing and Redevelopment Authority In and For the City of Monticello,
Minnesota, the Authority referred to in the foregoing instrument; that said instrument was signed
and sealed in behalf of said authority by authority of its Board of Commissioners; and they
acknowledged said instrument to be the free act and deed of said Authority.
Notary Public
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This Assignment and Security Agreement, dated as of March 1, 2000, is accepted by the
Trustee.
5T A TE OF MINNESOTA )
)55.
COUNTY OF )
as Trustee
By
Its
The foregoing instrument wa.', acknowledged before me this _day of , 2000, by
, the of _, a _, on behalf of
the_
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This Assignment and Security Agreement, dated as of March 1, 2000, is approved by the
City.
CITY OF MONTICELLO, MINNESOTA
By
Its Mayor
By
Its City Administrator
STATE OF MINNESOTA )
) ss.
COUNTY OF WRIGHT )
On this day of , 2000, before me, a Notary Public within and for said
County, personally appeared and , to me
personally known, who being by me duly sworn, did say that they are the Mayor and City
Administrator of the CITY OF MONTICELLO, a statutory city and political subdivision of the
State of Minnesota, the subdivision referred to in the foregoing instrument; that the seal affixed to
said instrument is the corporate seal of said political subdivision; that said instrument was signed
and sealed in behalf of said political subdivision by authority of its City Council; and said Mayor
and City Administrator acknowledged said instrument to be the free act and deed of said political
subdivision.
Notary Public
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EXHillrr A
The Site herein referred to is situated in the County of Wright, State of Minnesota and is described
as follows:
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AMENDMENT NO.1
TO LEASE~PURCHASE AGREEMENT
between
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO, MINNESOTA
and
CITY OF MONTICELLO, MINNESOTA
Dated as of March 1, 2000
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AMENDMENT NO.1
TO LEASE-PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO LEASE-PURCHASE AGREEMENT, dated as of
March 1,2000, is made and entered into between the CITY OF MONTICELLO, a statutory city
and political subdivision of the State of Minnesota (the "City") and the HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MONTICELLO,
MINNESOT A, a public body corporate and politic (the "Authority").
RECIT ALS
WHEREAS, pursuant to a Lease-Purchase Agreement dated as of December I, 1998
between the City and the Authority the Authority leased to the City certain property and facilities
located within the City (the "Site") in connection with a project (the "Project") undertaken and
financed by the issuance of the Authority's $7,385,000 Temporary Public Project Revenue
Bonds, Series 1998 (the "Series 1998 Bonds"); and
WHEREAS, the City and the Authority have determined that it is in their mutual best
interests to refund the Series 1998 Bonds by the issuance of the Authority's $7,555,000 Public
Project Revenue Bonds, Series 2000A (the "Series 2000A Bonds"); and
WHEREAS, this Amendment No. I to Lease-purchase agreement is necessary and is
authorized to be executed and delivered by the City and the Authority in order to effectuate the
issuance of the Series 2000A Bonds;
NOW, THEREFORE, the City and the Authority agree that the Lease~purchase
agreement shall be and hereby is supplemented and amended, and further covenant and agree as
follows:
Section I. Amendments to Section 1.1 of the Lease~Purchase Agreement.
a. The definition of "Assignment" is amended to read as follows:
"Assignment" means the Assignment and Security Agreement dated as of
March I, 2000, from the Authority to the Trustee pursuant to which the Authority
assigns to the Trustee its entire right, title and interest to the Ground Lease and this
Lease and the right to receive Lease Payments hereunder, as amended or
supplemented from time to time.
b. The definition of "Bonds" is amended to read as follows:
"Bonds" means the Series 2000A Bonds and any Additional Bonds issued
pursuant to the Indenture.
c. The definition of "Ground Lease" is amended to rcad as follows:
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"Ground Lease" means the Ground Lease, dated as of December 1, 1998 and
amended as of March 1,2000, by which the City leases the Site to the Authority, as
amended or supplemented from time to time.
d. The definition of "Indenture" is amended to read as follows:
"Indenture" means the Trust Indenture dated as of December 1, 1998, by and
between the Authority and the Trustee, as superceded by the Trust Indenture dated
as of March 1, 2000, and any amendments or supplements thereto.
e. The definition of "Interest Payment Date" is amended to read as follows:
"Interest Payment Date" means August I, 2000 and each February I and
August I thereafter until the Bonds are paid in full.
f. The definition of "Interest Payment Date" is amended to read as follows:
"Interest Payment Date" means August I, 2000 and each February I and
August I thereafter until the Bonds are paid in full.
g. A definition is added to read as follows:
"Series 2000A Bonds" means the $7,555,000 Housing and Redevelopment
Authority in and for the City of Monticello, Minnesota Public Project Revenue
Bonds, Series 2000A, originally issued pursuant to the Indenture.
h. The definition of "Trustee" is amended to read as follows:
"Trustee" means ~ and its successors and assigns as Trustee under the
Indenture.
Section 2. Amendments to Section 2.1 of the Lease-Purchase Agreement.
a. Section 2.1 U) is amended to read as follows:
(j) The original principal amount of this Lease ($7,555,000), when
added to the outstanding net debt of the City, does not exceed the limit on net debt
applicable to the City under Minnesota Statutes, Section 475.53.
b. Section 2.1 (k) is deleted in its entirety.
Section 3. Amendments to Article III of the Lease-Purchase Agreement.
a.
Section 3.2(a) is amended to read as follows:
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(a) The Authority established the Project Fund with the Trustee in
accordance with the Indenture. A portion of the proceeds of the issuance and sale of
the Series 1998 Bonds shall be deposited into the Project Fund, in accordance with
the provisions of the Indenture. On or before the Closing Date, the City shall deposit
in the Project Fund, from sources other than the proceeds of the Series 1998 Bonds,
an amount sufficient to pay the Costs of Issuance of the Series 1998 Bonds listed in
Exhibit D.
b. Article III is amended by adding a new Section 3.4 to read as follows:
Section 3.4. Refunding Fund. The Authority shall establish the
Refunding Fund with the Trustee in accordance with the Indenture. The proceeds
of the Series 2000A Bonds shall be deposited in the Refunding Fund and shall be
used, in accordance with the Indenture, to refund the Series 1998 Bonds.
Section 4. Amendments to Section 5.1 of the Lease-Purchase Agreement. Section 5.1 is
amended to read as follows:
Section 5.1. Lease Term. Subject to the provisions of Section 5.6, this
Lease shall be in effect for a Term commencing upon the execution hereof and
ending on February 1, 2015.
Section 5. Amendments to Section 11.1 of the Lease-Purchase Agreement. Section 11.1
is amended to read as follows:
Section 11.1. Notices. All notices, certificates or other communications
hereunder shall be sufficiently given and shall be deemed given when delivered or
deposited in the United States mail in certified or registered form with postage fully
prepaid:
If to the City:
City of Monticello
505 Walnut Street
Monticello, Minnesota 55362
Attention: City Administrator
If to the Authority:
Housing and Redevelopment Authority
in and for the City of Monticello, Minnesota
505 Walnut Street
Monticello, Minnesota 55362
Attention: Executive Director
If to the Trustee:
Attention:
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The above-named persons, by notice given hereunder, may designate different
addresses to which subsequent notices, certificates or other communications will be
sent.
Section 6. Amendments to Exhibit B of the Lease-Purchase Agreement. Exhibit B is
deleted in its entirety and replaced with the following:
Section 7. Miscellaneous. Except as expressly amended hereby, the Lease-Purchase
Agreement shall remain in full force and effect. This Amendment No. I to Lease-Purchase
Agreement may be executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument. If any provision of this Amendment No.
I to Lease-Purchase Agreement shall be held or deemed to be or shall, in fact, be illegal,
inoperative or unenforceable, the same shall not affect any other provision or provisions herein
contained or render the same invalid, inoperative or unenforceable to any extent whatsoever.
This Amendment No. I to Lease-Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be
executed in their respective names, and on the behalf of each, all as of the date first above
written.
CITY OF MONTICELLO, MINNESOTA
By
Its Mayor
By
Its City Administrator
STATE OF MINNESOTA
ss.
COUNTY OF WRIGHT
On this day of , 2000, before me, a Notary Public within and for
said County, personally appeared and , to me
personally known, who being by me duly sworn, did say that they are the Mayor and City
Administrator of the CITY OF MONTICELLO, a statutory city and political subdivision of the
State of Minnesota, the subdivision referred to in the foregoing instrument; that the seal affixed to
said instrument is the corporate seal of said political subdivision; that said instrument was signed
and sealed in behalf of said political subdivision by authority of its City Council; and said Mayor
and City Administrator acknowledged said instrument to be the free act and deed of said political
subdivision.
Notary Public
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STATE OF MINNESOTA)
) ss.
COUNTY OF WRIGHT )
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO,
MINNESOTA
By
Its Chair
By
Its Executive Director
On this _ day of , 2000, before me, a Notary Public within and for said
County, personally appeared and , to me personally
known, who, being each by me duly sworn, did say that they are the Chair and Executive Director,
respectively, of the Housing and Redevelopment Authority in and for the City of Monticello,
Minnesota, the Authority referred to in the foregoing instrument; that said instrument was signed
and sealed in behalf of said authority by authority of its Board of Commissioners; and they
acknowledged said instrument to be the free act and deed of said Authority.
Notary Public
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RESOLUTION NO.
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND
LEASE AND A LEASE-PURCHASE AGREEMENT, AND APPROVING AND
AUTHORIZING ISSUANCE OF PUBLIC PROJECT REVENUE BONDS AND
EXECUTION OF RELATED DOCUMENTS
BE IT RESOLVED by the City Council of the City of Monticello, Minnesota, as follows:
Section I.
Recitals.
1.0 I. 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. The Housing and Redevelopment Authority in and for the City of Monticello,
Minnesota (the "Authority") has agreed with the City that pursuant to a Ground Lea<.;e dated a<; of
December 1, 1998 (the "Ground Lease"), the Authority will acquire certain property from the City,
and the Authority will lease such property, together with the buildings, structures or improvements
now or hereafter located thereon, to the City pursuant to a Lease-Purchase Agreement dated as of
December I, 1998 (the "Lea<;e").
1.03. The Authority issued its $7,385,000 Temporary Public Project Revenue Bonds,
Series 1998 (the "Temporary Bonds") in order to finance the cost of acquisition, construction and
equipping of the Facilities described in the Lease.
1.04. Pursuant to a Trust Indenture dated as of March I, 2000 (the "Indenture"), between
the Authority and , as trustee (the "Trustee"), the
Authority will issue its Public Project Revenue Bonds, Series 2000A (the "Series 2000A Bonds") in
an aggregate principal amount of $7,555,000.
1.05. In connection with issuance of the Series 2000A Bonds, the Authority desires that the
City enter into an Amendment No. I to the Ground Lease and an Amendment No. I to the Lease,
dated as of March I, 2000 (collecti vely, the "Amendments ").
1.06. Under the Indenture, proceeds of the Series 2000A Bonds will be used to refund the
outstanding principal amount of the Temporary Bonds.
1.08. Forms of Amendment No. I to the Ground Lease, Amendment No. I to the Lease,
the Indenture, the Assignment, the Official Statement for the Series 2000A Bonds, and a Continuing
Disclosure Certificate of the City dated as of March I, 2000, have been prepared and submitted to
the City and are on file with the City.
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Section 2. Findings. On the basis of information given the City to date, it is hereby
found, detennined and declared that:
(a) it is desirable and in the best interest of the City to enter into the
Amendments and the Continuing Disclosure Agreement.
(b) the terms of the Amendments, the Indenture, the Assignment, and the
Continuing Disclosure Agreement are found to be advantageous to the City and the form
and terms thereof are hereby approved.
(c) The Site and the Facilities described in the Lease constitute essential
government property, and the City presently intends to appropriate all Lease Payments
under the Lease for the term of the Lease; however, the obligations of the City under the
Lease are not to be payable from nor charged upon any funds of the City other than the
funds appropriated annually to the payment thereof, and the Lease shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any property of the City except its
interest in the Lease and in the Site and the Facilities under the Lease.
Section 3. Authorization of Documents. The Mayor and the City Administrator are
authorized and directed to execute and deliver the Amendments and the Continuing Disclosure
Agreement on behalf of the City, substantially in the forms on file, but with all such changes therein
as shall be approved by the officers executing the same, which approval shall be conclusively
evidenced by the execution thereof. Copies of all of the transaction documents shall be delivered,
filed and recorded as provided therein. The Mayor, the City Administrator and other City officers
are also authorized and directed to execute such other instruments as may be required to give effect
to the transactions herein contemplated.
The Official Statement, as completed and supplemented, and its distribution to potential
purchasers of the Series 2000A Bonds, are hereby approved. The City, as an "obligated person"
with respect to the Series 2000A Bonds, will comply with the requirements of Rule 15c2-12(b)(5)
of the Securities and Exchange Commission, as set forth in the Continuing Disclosure Agreement.
Section 4. Approval of Issuance and Sale of Series 2000A Bonds. The issuance and
sale by the Authority of the Series 2000A Bonds as described in the Official Statement is hereby
approved in all respects.
Section 5. Payment of Lease Payments. The City will pay to the Trustee, promptly
when due, all of the Lease Payments and other amounts required by the Lease. To provide moneys
to make such payments, the City will include in its annual budget, for each Fiscal Year during the
term of the Lease, commencing with the Fiscal Year ending on December 31, 2000, moneys
sufficient to pay and for the purpose of paying all Lea<;e Payments, a reasonable estimate of
Additional Lease Payments, and other amounts payable under the Lease. The agreement of the City
in this Section is subject to the City's right to terminate the Lease at the end of any Fiscal Year, as
set forth in Section 5.6 of the Lease.
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Section 6.
Miscellaneous.
6.01. The City covenants and agrees with the Owners from time to time of the Series
2000A Bonds that the investment of proceeds of the Series 2000A Bonds, including the investment
of any revenues pledged to the Lease Payments which are considered proceeds under applicable
regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such
manner that the Series 2000A Bonds shall not be "arbitrage bonds" within the meaning of Section
148 of the Internal Revenue Code of 1986, a'i amended, and applicable regulations thereunder, and
that the City shall comply with all other applicable requirements of Section 148. On the basis of the
existing facts, estimates and circumstances, including the foregoing findings and covenants, the City
hereby certifies that it is not expected that the proceeds of the Series 2000A Bonds will be used in
such manner as to cause the Series 2000A Bonds to be "arbitrage bonds" under Section 148 and any
regulations thereunder. The Site, the Facilities and the proceeds of the Series 2000A Bonds will
likewise be used in such manner that the Series 2000A Bonds will not be "private activity bonds"
under Section 141 of the Internal Revenue Code of 1986, as amended, and applicable regulations.
6.02. The officers of the City are authorized and directed to prepare and furnish to the
original purchaser of the Series 2000A Bonds, and to the attorneys approving the Series 2000A
Bonds, certified copies of all proceedings and records of the City relating to the power and authority
of the City to enter into the Ground Lease and the Lease within their knowledge or as shown by the
books and records in their custody and control, and such certified copies and certificates shall be
deemed representations of the City as to the facts stated therein.
6.03. The City covenants that it will file (or cause the Authority to file) with the Internal
Revenue Service the information required under Section 149(e) of the Internal Revenue Code of
1986.
6.04. Capitalized terms used herein and defined in the Lease or the Indenture have the
meanings given in the Lease or the Indenture.
Section 7.
adoption.
Effective Date. This resolution shall be effective immediately upon its final
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The foregoing resolution wac; introduced by Member
. The following voted in favor of the resolution:
The following voted against:
Whereupon the resolution wac; adopted.
ADOPTED: February 2, 2000.
and seconded by Member
Mayor
City Administrator
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