HomeMy WebLinkAboutResolution No. 98-02 EDAAfter due consideration of the proposals, Member then introduced
and moved the adoption of the following written resolution, the reading of which had been
dispensed with by unanimous consent:
RESOLUTION NO. 98-02
A RESOLUTION AWARDING THE SALE OF $5,350,000
LEASE REVENUE BONDS, SERIES 1998A
(CITY OF LINO LAKES, MINNESOTA LEASE OBLIGATION);
BE IT RESOLVED By the Lino Lakes Economic Development Authority (the
"Authority"), as follows:
Section 1. Recitals.
1.01. The City of Lino Lakes, 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 Authority has agreed with the City that pursuant to a Ground Lease dated as
of August 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 August 1, 1998 (the "Lease").
1.03. Pursuant to a Trust Indenture dated as of August 1, 1998 (the "Indenture"),
between the Authority and U.S. Bank Trust National Association, as trustee (the "Trustee"), the
Authority will issue its Lease Revenue Bonds, Series 1998A (City of Lino Lakes, Minnesota
Lease Obligation) (the "Series 1998A Bonds") in an aggregate principal amount of $5,350,000.
1.04. Under the Indenture, proceeds of the Series 1998A Bonds will be used to establish
a Debt Service Reserve Fund to secure the Series 1998A Bonds and to pay costs of acquisition,
construction and equipping of the Facilities described in the Lease, pursuant to a Disbursing
Agreement dated as of August 1, 1998 (the "Disbursing Agreement"), among the Authority, the
City, the Trustee and Chicago Title Insurance Company.
1.05. Pursuant to an Assignment and Security Agreement dated as of August 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 1998A Bonds.
1.06. Forms of the Ground Lease, the Lease, the Indenture, the Disbursing Agreement,
the Assignment, the Official Statement for the Series 1998A Bonds and a Continuing Disclosure
Agreement of the City dated as of August 1, 1998, have been prepared and submitted to the
Authority and are on file with the Authority.
Section 2. Sale of Series 1998A Bonds.
2.01. The proposal of (the "Purchaser") to
purchase the Series 1998A Bonds is hereby found and determined to be a reasonable offer and
is hereby accepted, the proposal being to purchase the Series 1998A Bonds at a price of
$ plus accrued interest to date of delivery, for Series 1998A Bonds bearing interest
as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2001 2011
2002 , 2012
2003 2013
2004 2014
2005 2015
2006 2016
2007 2017
2008 2018
2009 2019
2010
True interest cost:
2.02. The Treasurer is directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Series 1998A Bonds, and to deliver the good faith check to the
Trustee upon the issuance of the Series 1998A Bonds. The Authority shall return the good faith
checks of the unsuccessful proposers forthwith.
2.03. The Authority will forthwith issue and sell the Series 1998A Bonds in the total
principal amount of $5,350,000, originally dated August 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 serially on February 1, in the years and amounts as follows (subject to
redemption and prior payment as set forth in the Indenture):
Year Amount Year Amount
2001 $165,000 2011 $290,000
2002 175,000 2012 305,000
2003 190,000 2013 325,000
2004 205,000 2014 340,000
2005 195,000 2015 360,000
2006 210,000 2016 380,000
2007 230,000 2017 405,000
2008 250,000 2018 430,000
2009 270,000 2019 455,000
2010 170,000
2.04. Execution, Authentication and Delivery. The Series 1998A 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 President 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 1998A 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 1998A Bond has been duly
executed by the manual signature of an authorized representative of the Trustee. When the Series
1998A 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 Disbursing Agreement, the Assignment and the Continuing Disclosure Agreement
described in Section 1 are hereby approved. The President and one other officer of the Authority
are authorized and directed to execute and deliver the Ground Lease, the Lease, the Indenture and
the Disbursing Agreement 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 President 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 1998A 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 1998A Bonds.
Section 5. Authentication of Transcript.
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 1998A Bonds, certified copies of
proceedings and records of the Authority relating to the Series 1998A 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 1998A Bonds and such instruments, including any
heretofore furnished, may be deemed representations of the Authority as to the facts stated
therein.
5.02. The preparation and distribution of the Official Statement prepared and circulated
in connection with the issuance and sale of the Series 1998A Bonds is hereby approved.
Section 6. Tax Covenant.
6.01. The Authority covenants and agrees with the holders from time to time of the
Series 1998A 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 1998A 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 1998A Bonds.
The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
STATE OF MINNESOTA )
COUNTY OF ANOKA ) SS.
CITY OF LINO LAKES
I, the undersigned, being the duly qualified and acting Secretary of the Lino Lakes
Economic Development Authority, do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a meeting of the Authority held on June 22,
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 $5,350,000 Lease Revenue Bonds,
Series 1998A (City of Lino Lakes, Minnesota Lease Obligation) of the Authority.
WITNESS My hand officially as such Secretary this day of August, 1998.
LINO LAKES ECONOMIC
DEVELOPMENT AUTHORITY
Secretary