Loading...
HomeMy WebLinkAbout1998-100 Council ResolutionRESOLUTION NO. 98-100 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE AND A LEASE -PURCHASE AGREEMENT, AND APPROVING AND AUTHORIZING ISSUANCE OF LEASE REVENUE BONDS AND EXECUTION OF RELATED DOCUMENTS BE IT RESOLVED by the City Council of the City of Lino Lakes, Minnesota, as follows: Section 1. Recitals. 1.01. 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 City has agreed with the Lino Lakes Economic Development Authority (the "Authority") 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 this Council and are on file with the City. Section 2. Findings. On the basis of information given the City to date, it is hereby found, determined and declared that: BMB145001 LN140-60 1 (a) it is desirable and in the best interest of the City to enter into the Ground Lease, the Lease, the Disbursing Agreement and the Continuing Disclosure Agreement. (b) the terms of the Ground Lease, the Lease, the Disbursing Agreement, 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 Clerk -Treasurer are authorized and directed to execute and deliver the Ground Lease, the Lease, the Disbursing Agreement 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 Clerk -Treasurer 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 1998A Bonds, are hereby approved. The City, as an "obligated person" with respect to the Series 1998A 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 1998A Bonds. The issuance and sale by the Authority of the Series 1998A Bonds as described in the Official Statement is hereby approved in all respects, provided that the true interest cost of the Series 1998A Bonds (computed in accordance with the Official Terms of Proposal reproduced in the Official Statement) shall not exceed 5.2685 % per annum. The City will pay, from proceeds of the Series 1998A Bonds or from other City funds, the costs of issuance of the Series 1998A Bonds. 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, 1999, 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. BMB145001 LN140-60 2 Section 6. Miscellaneous. 6.01. The City covenants and agrees with the Owners from time to time of the Series 1998A Bonds that the investment of proceeds of the Series 1998A 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 1998A 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 1998A Bonds will be used in such manner as to cause the Series 1998A Bonds to be "arbitrage bonds" under Section 148 and any regulations thereunder. The Site, the Facilities and the proceeds of the Series 1998A Bonds will likewise be used in such manner that the Series 1998A 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 1998A Bonds, and to the attorneys approving the Series 1998A 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. BMB145001 LN140-60 3 The foregoing resolution was introduced by Member Lyden and seconded by Member Dahl . The following voted in favor of the resolution: Dahl, Lyden and Mayor Sullivan The following voted against: None Whereupon the resolution was adopted. ADOPTED: June 22, 1998. yd, CitY Clerk Treasurer HMB145001 LN140-60 4