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City Council Resolution 2000-08RESOLUTION NO. 2000-8 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 1. Recitals. 1.01. The City of Monticello, Minnesota (the "City") is authorized by Minnesota Statutes, Section 465.7 1, 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 Lease dated as 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 1, 1998 (the "Lease"). 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 1, 2000 (the "Indenture"), between the Authority and City of Monticello , as trustee (the "Trustee"), the Authority will issue its Public Project Revenue Bonds, Series 20WA (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. 1 to the Ground Lease and an Amendment No. 1 to the Lease, dated as of March 1, 2000 (collectively, 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. 1 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 1, 2000, have been prepared and submitted to the City and are on file with the City. U1G-175371v1 M N 190-83 Section 2. Findings. On the basis of information given the City to date, it is hereby found, determined 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 Lease 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. uJc-175371v1 N1 N 190-8 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, as 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. Effective Date. This resolution shall be effective immediately upon its final adoption. nJc-175371v1 3 tit N 190-83 � The foregoing resolution was introduced by Member Thielen Carlson . The following voted in favor of the resolution: Carlson, Thielen and Belsaas The following voted against: None Whereupon the resolution was adopted. ADOPTED: February 2, 2000. City Administratoy r»c-175371 v I S —1 I v 190 - c z and seconded by Member VA I OR PAP -�M. A V' WR �104-