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HomeMy WebLinkAbout1999-063 Council ResolutionEconomic Development Authority resolution E99-01 CITY OF LINO LAKES RESOLUTION NO. 99-63 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF FIRST AMENDMENT TO INSTALLMENT PURCHASE CONTRACT, AND APPROVING AND AUTHORIZING ISSUANCE OF PUBLIC PROJECT REVENUE REFUNDING BONDS, SERIES 1999C (CITY OF LINO LAKES INSTALLMENT CONTRACT OBLIGATIONS) 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 property under installment purchase agreements. 1.02. Pursuant to an Installment Purchase Contract dated as of June 28, 1990 (as amended and supplemented by the First Amendment to Installment Purchase Contract described herein, the "Installment Purchase Contract"), between the City and the Lino Lakes Economic Development Authority (the "Authority"), the City is acquiring the Authority's interest in certain real property described in the Installment Purchase Contract, together with certain buildings, structures and improvements located thereon, and certain equipment contained therein (the "Project"). 1.03. To finance the acquisition and construction of the Project, the Authority issued its Lino Lakes Economic Development Authority Public Project Revenue Bonds, Series 1990A (City of Lino Lakes Installment Purchase Obligations) (the "1990 Bonds"), in the original aggregate principal amount of $1,115,000, pursuant to an Indenture of Trust dated as of September 1, 1990 (the "Original Indenture"), between the Authority and First Trust National Association (now U.S. Bank Trust National Association), as Trustee (the "Trustee"). 1.04. Pursuant to a Bond Resolution adopted August 24, 1999 (the "Bond Resolution"), and a First Supplemental Indenture of Trust, the Authority will issue its Public Project Revenue Refunding Bonds, Series 1999C (City of Lino Lakes Installment Contract Obligations) (the "Bonds") in an aggregate principal amount of $ 980,000 , to refund the 1990 Bonds. 1.06. In connection with the issuance of the Bonds, forms of a First Amendment to Installment Purchase Contract and a First Supplemental Indenture of Trust, each dated as of September 1, 1999, and the Official Statement for the Bonds 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 the terms of the Bonds, the First Amendment to Installment Purchase Contract and the First Supplemental Indenture of Trust are found to be advantageous to the City and the form and terms thereof are hereby approved. BMB-167653 LN140-68 Section 3. Authorization of Documents. The Mayor and the City Clerk -Treasurer are authorized and directed to execute and deliver the First Amendment to Installment Purchase Contract on behalf of the City, substantially in the form 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 Bonds, are hereby approved. Section 4. Approval of Issuance and Sale of Bonds. The issuance and sale by the Authority of the Bonds as described in the Official Statement and the Bond Resolution is hereby approved in all respects, provided that the true interest cost of the Bonds shall not exceed 5.08 % per annum. Section 5. Payments under Installment Purchase Contract. The City will pay to the Trustee, promptly when due, all of the payments and other amounts required by the Installment Purchase Contract. Section 6. Miscellaneous. 6.01. The City covenants and agrees with the Owners from time to time of the Bonds that the investment of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds 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 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 Bonds will be used in such manner as to cause the Bonds to be "arbitrage bonds" under Section 148 and any regulations thereunder. The Project and the proceeds of the Bonds will likewise be used in such manner that the 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 Bonds, and to the attorneys approving the Bonds, certified copies of all proceedings and records of the City relating to the power and authority of the City to enter into the First Amendment to Installment Purchase Contract 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. BMB-167653 LN140-68 6.04. Capitalized terms used herein and defined in the Installment Purchase Contract, the Indenture or the Bond Resolution have the meanings given therein. 7.01. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds, the Trustee must) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 7.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk -Treasurer and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Section 8. adoption. BMB-167653 LN140-68 Effective Date. This resolution shall be effective immediately upon its final The foregoing resolution was introduced by Member Dahl and seconded by Member Bergeson . The following voted in favor of the resolution: Kimberly Sullivan, John Bergeson and Caroline Dahl The following voted against: None Whereupon the resolution was adopted. ADOPTED: August 24, 1999. z. City Clerk -Treasurer SMB -167653 LN140-68