HRA Resolution 1998-10RESOLUTION NO. 98-10
A RESOLUTION AWARDING THE SALE OF $77385,000
TEMPORARY PUBLIC PROJECT REVENUE BONDS, SERIES 1998
BE IT RESOLVED By the Housing and Redevelopment Authority in and for the City of
Monticello, Minnesota (the "Authority"), 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 Authority has agreed with the City that pursuant to a Ground Lease dated as of
December 17 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. Pursuant to a Trust Indenture dated as of December 1, 1998 (the "Indenture "),
between the Authority and Firstar Bank of Minnesota, N.A., Saint Paul, Minnesota, as trustee (the
"Trustee "), the Authority will issue its Temporary Public Project Revenue Bonds, Series 1998 (the
"Series 1998 Bonds ") in an aggregate principal amount of $7,385,000.
1.04. Under the Indenture, proceeds of the Series 1998 Bonds will be used to pay costs of
acquisition, construction and equipping of the Facilities described in the Lease.
1.05. Pursuant to an Assignment and Security Agreement dated as of December 1, 1998
(the "Assignment "), the Authority will assign to the Trustee all of the Authority's right, title and
interest in and to the Ground Lease, the Lease and the Lease Payments to be made by the City
thereunder (other than certain rights to indemnification and payment of expenses) as security for the
Series 1998 Bonds.
1.06. Forms of the Ground Lease, the Lease, the Indenture, the Assignment, the Official
Statement for the Series 1998 Bonds and a Continuing Disclosure Agreement of the City dated as
of December 1, 1998, have been prepared and submitted to the Authority and are on file with the
Authority.
Section 2. Sale of Series 1998 Bonds.
2.01. The proposal of R.J. Steichen & Co. (the "Purchaser") to purchase the Series 1998
Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal
being to purchase the Series 1998 Bonds at a price of $7,385,000 plus accrued interest to date of
delivery, for Series 1998 Bonds bearing interest at the rate of 4.50 percent per annum.
2.02. The Treasurer is directed to retain the good faith check, if any, of the Purchaser,
pending completion of the sale of the Series 1998 Bonds, and to deliver the good faith check to the
Trustee upon the issuance of the Series 1998 Bonds.
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2.03. The Authority will forthwith issue and sell the Series 1998 Bonds in the total
principal amount of $7,385,000, originally dated December 1, 1998, in the denomination of $5,000
each or any integral multiple thereof, numbered No. R -1, upward, bearing interest as above set
forth, and which mature on February 1, 2001 (subject to redemption and prior payment as set forth
in the Indenture).
2.04. Execution, Authentication and Delivery. The Series 1998 Bonds, substantially in
the form provided in the Indenture, will be prepared under the direction of the Authority staff and
executed on behalf of the Authority by the signatures of the Chair and one other officer of the
Authority, provided that all signatures may be printed, engraved or lithographed facsimiles of the
originals. Notwithstanding such execution, a Series 1998 Bond will not be valid or obligatory for
any purpose or entitled to any security or benefit under this Resolution or the Indenture unless and
until a certificate of authentication on the Series 1998 Bond has been duly executed by the manual
signature of an authorized representative of the Trustee. When the Series 1998 Bonds have been so
prepared, executed and authenticated, the Authority will deliver the same to The Depository Trust
Company, New York, New York, on behalf of the Purchaser, upon payment of the purchase price,
and the Purchaser is not obligated to see to the application of the purchase price.
Section 3. Approval and Execution of Documents. The Ground Lease, the Lease, the
Indenture, the Assignment and the Continuing Disclosure Agreement described in Section 1 are
hereby approved. The Chair and one other officer of the Authority are authorized and directed to
execute and deliver the Ground Lease, the Lease and the Indenture on behalf of the Authority,
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 Chair and other officers of the Authority are also authorized and directed to
execute such other instruments as may be required to give effect to the transactions herein
contemplated.
Section 4. Payment; Security; Pledges and Covenants. The Series 1998 Bonds are
payable solely from the Lease Payments to be made by the City under the Lease and from other
moneys realized by the Trustee after default or termination of the Lease by the City as provided
therein. No property or funds of the Authority, other than the property pledged pursuant to the
Indenture and assigned to the Trustee pursuant to the Assignment, is pledged to the payment of the
Series 1998 Bonds.
Section 5. Authentication of Transcript; Use of Proceeds; Issuance Costs.
5.01. The officers of the Authority are authorized and directed to prepare and furnish to
the Purchaser and to the attorneys approving the Series 1998 Bonds, certified copies of proceedings
and records of the Authority relating to the Series 1998 Bonds and such other certificates, affidavits
and transcripts as may be required to show the facts within their knowledge or as shown by the
books and records in their custody and under their control, relating to the validity and marketability
of the Series 1998 Bonds and such instruments, including any heretofore furnished, may be deemed
representations of the Authority as to the facts stated therein.
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5.02. The preparation and distribution of the Official Statement prepared and circulated in
connection with the issuance and sale of the Series 1998 Bonds is hereby approved.
5.03. The City shall pay the costs of issuance of the Series 1998 Bonds, including the
Purchaser's compensation in the amount of $73,850, from sources other than the proceeds of the
Series 1998 Bonds, and shall forward sufficient funds to the Trustee on or before the closing date
for distribution to those entitled thereto.
5.04. The proceeds of the Series 1998 Bonds shall be deposited, held, invested and
disbursed as provided in the Indenture. The proceeds of the Series 1998 Bonds (other than accrued
interest deposited in the Bond Fund under the Indenture) shall not be disbursed for any purpose
other than the payment or redemption of the Series 1998 Bonds at maturity or on such earlier date
as required by the Indenture, unless the City Council of the City adopts a resolution after January 1,
1999 that declares the Council's intent to:
(a) complete construction of the Community Center project;
(b) appropriate funds for fiscal year 2000 to pay the interest due on the Series
1998 Bonds (or any bonds issued to refund the Series 1998 Bonds) on August 1, 2000 and
February 1, 2001; and
(c) refund the Series 1998 Bonds with a long -term financing on or before
February 1, 2001.
Section 6. Tax Covenants.
6.01. The Authority covenants and agrees with the holders from time to time of the Series
1998 Bonds that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Series 1998 Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the "Code "), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Series 1998 Bonds.
6.02. In order to qualify the Series 1998 Bonds as "qualified tax- exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the Authority makes the following factual
statements and representations:
(a) the Series 1998 Bonds are not "private activity bonds" as defined in Section
141 of the Code;
(b) the Authority hereby designates the Series 1998 Bonds as "qualified tax -
exempt obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax- exempt obligations (other than any
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
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Authority (and all subordinate entities of the Authority) during calendar year 1998 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the Authority during
calendar year 1998 have been designated for purposes of Section 265(b)(3) of the Code.
6.03. The Authority will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this section.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
Fr. ie , and upon vote being taken thereon, the following voted in favor
thereof: Steve Andrews, Bob Murray, Dan Frie and Drrin Lahr
and the following voted against the same: Brad Barker
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
COUNTY OF WRIGHT ) SS.
CITY OF MONTICELLO )
I, the undersigned, being the duly qualified and acting Secretary of the Housing and
Redevelopment Authority in and for the City of Monticello, Minnesota, do hereby certify that I
have carefully compared the attached and foregoing extract of minutes of a s= Po, ai meeting
of the Authority held on November 23, 1998 with the original minutes on file in my office and the
extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of
$7,385,000 Temporary Public Project Revenue Bonds, Series 1998 of the Authority.
WITNESS My hand officially as such Secretary this � day of December, 1998.
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF MONTICELLO,
MINNESOTA
C'\
Secretary
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Extract of Minutes of Meeting
of the Housing and Redevelopment Authority in and for the
City of Monticello, Minnesota
Pursuant to due call and notice thereof, a special meeting of the Housing and
Redevelopment Authority in and for the City of Monticello, Minnesota was duly held in the City
Hall in said City on Monday, November 23, 1998, commencing at 6:00 o'clock P.M.
The following members were present: Chai rn e r. s on Steve And r. ews and
Commissioners Bob Murray, Brad Barger, Dan Frie and Darrin Lahr.
and the following were absent: None
The Chair announced that the next order of business was consideration of the proposal
which had been received for the purchase of the Authority's $7,385,000 Temporary Public Project
Revenue Bonds, Series 1998.
After due consideration of the proposals, Member Murray then introduced
and moved the adoption of the following written resolution, the reading of which had been
dispensed with by unanimous consent:
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