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HomeMy WebLinkAbout2001.08.20 RESO 2001-0041EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF HUGO, MINNESOTA HELD.: August 20, 2001 Pursuant to due call and notice thereof, a regular or special meeting of the Board of Commissioners of the Economic Development Authority of the City of Hugo, Minnesota wash duly called and held at the City Hall in the City of Hugo, Minnesota on, August 20, 2001 at P.M. The following members were present: Mike Granger, Becky Petryk, Frank Puleo, Fran Miron and the following were absent: Chuck Haas Member Becky Petryk introduced the following resolution and moved its adoption: RESOLUTION 2001-41 RESOLUTION AUTHORIZING THE ISSUANCE OF $1,870,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2001 (CITY OF HUGO, MINNESOTA LEASE OBLIGATION) AND THE EXECUTION AND DELIVERY OF A GROUND LEASE AGREEMENT, A LEASE AGREEMENT AND A MORTGAGE AND SECURITY AGREEMENT AND INDENTURE OF TRUST IN CONNECTION THEREWITH WHEREAS, Minnesota Statutes, Section 469.012, Subdivision 1, clause 15 (the "Act") authorizes the Economic Development Authority of the City of Hugo, Minnesota (the "Authority") to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment or extension of a project; WHEREAS, the Authority proposes to finance the construction of a city hall in the City (the "Project"), an authorized project under the Act to be used by the City of Hugo, Minnesota (the "City") and to provide funds for such purposes by the issuance of its revenue bonds pursuant to the Indenture, as hereinafter defined; WHEREAS, the bonds issued under the Indenture will be secured by a pledge and assignment of certain rights of the Authority under the Lease Agreement (as hereinafter defined); and of the revenues derived by the Authority from the Project and whereby the Authority grants to the Trustee (as hereinafter defined) a mortgage interest in the Project with certain reservations, and said bonds and the interest thereon shall be payable solely from the revenue pledged therefor and the bonds shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation nor shall they constitute nor give rise to a pecuniary liability of the Authority or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority, other than its interest in said Project; and ii99466v l WHEREAS, in order to carry out the transaction, (1) the City will ground lease the Project to the Authority pursuant to a Ground Lease Agreement executed by the City (the "Ground Lease Agreement"), and (2) the Authority will lease back the Project to the City pursuant to the Lease. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of the City of Hugo, Minnesota: 1. Findings. That the Board of Commissioners acknowledges, finds, determines and declares that the Project will promote the welfare of the City and satisfies the purposes stated in the Act. 2. Authorization of Financing. That pursuant to the Ground Lease Agreement and the Lease Agreement both entered into by the Authority, and both dated as of September 1, 2001 (herein referred to as the "Ground Lease" and "Lease", respectively), the financing by the Authority of the acquisition, construction and installation of the Project, be and the same is hereby authorized. 3. Acce2tance of Purchase. (the "Purchaser"), is purchasing $1,870,000 Public Facility Lease Revenue Bonds, Series 2001 (City of Hugo, Minnesota Lease Obligation) of the Authority (the 'Bonds", or individually a "Bond"), in accordance with the terns and at the rates of interest set forth in the Indenture, and to pay therefor the sum of $ *plus interest accrued to settlement, is hereby accepted. The Bonds shall bear interest at the rates, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Mortgage and Security Agreement and Indenture of Trust between the Authority and U.S. Bank Trust National Association in St. Paul, Minnesota, as Trustee (the "Trustee"), dated as of September 1, 2001 (more fully described in Section 4 hereof and hereinafter referred to as the "Indenture"). 4. Special Obligations,• Securi+y Authorization to Execute and Deliver Indenture and Bonds. That the Bonds shall be special obligations of the Authority payable solely from the revenues derived by the Authority from the Project, in the manner provided in the Indenture. As security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata and without preference of any one Bond over any other Bonds, the Board of Commissioners hereby authorizes and directs the President and Secretary to execute the Indenture between the Authority and the Trustee in substantially the form on file with the Secretary, and to deliver the Indenture to the Trustee, and does hereby authorize and direct the execution of the Bonds, and does hereby provide that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the Authority and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 1i99a"v1 2 5. Authorization to Execute and Deliver Ground Lease and Lease. That the President and the Secretary are hereby authorized and directed to execute, attest and deliver the Ground Lease and the Lease (together with the Indenture, collectively the "Bond Documents") in substantially the forms on file with the Secretary. All of the provisions of the Bond Documents, when executed and delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect according to the terms thereof from the date of execution and delivery thereof. 6. Termination upon Payment or Discharge. Upon the payment or discharge of the Bonds in accordance with the terms of the Bond Documents shall terminate and the Authority's interest in the Project and real estate on which the Project is located shall cease. 7. Binding Obligations: No Personal Liability. That all covenants, stipulations, obligations and agreements of the Authority contained in this resolution and contained in the Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Authority to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Authority. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Authority or the Board of Commissioners thereof by the provisions of this resolution or by the Bond Documents, shall be exercised or performed by the Authority by such members of the Board of Commissioners, or such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners, or any officer, agent or employee of the issuer in that person's individual capacity, and neither the Board of Commissioners of the Authority nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 8. Sole and Exclusive Benefit. That except as herein otherwise expressly provided, nothing in this resolution or in the Indenture expressed or implied, is intended or shall be construed to confer upon any person or fine or corporation other than the Authority or the Trustee, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provisions thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Authority and the Holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. 9. Provisions Held Separate and Apart; Binding Contracts. That in case any one or more of the provisions of this resolution, the Bond Documents or any of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, the Bond Documents, or the Bonds, but this resolution, the Bond Documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Bond Documents, the pledge of revenues derived from the Project referred to in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the handling of 1iv1 3 the proceeds derived from the sale of Bonds pursuant to and under the Indenture and the handling of said revenues and other monies are all commitments, obligations and agreements on the part of the Authority contained in the Indenture, and the invalidity of the Bond Documents, shall not affect the commitments, obligations and agreements on the part of the Authority to create such funds and to handle said revenues, other monies and proceeds of the Bonds for the purposes, in the .manner and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the Authority are as binding as if contained in this resolution separate and apart from the Indenture or the Lease. 10. Bond Recital. That the Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the Bond Documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the Bonds, the .execution of the Bond Documents have happened, exist and have been performed as so required by law. 11. Performance. That the officers, attorneys, engineers and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Bond Documents, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Bond Documents and this resolution. 12. Furnishing of Certificates and Proceedings. The President and the Secretary and other officers of the Authority are authorized and directed to prepare and furnish to the Purchaser certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 13. Negative Covenant as to Use of Proceeds and Project: The Authority hereby covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through .150 of the Code. 14. Rebate: Tax Exempt Status of the Bonds. The Authority shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section .103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States. 15. Designation of Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the Authority hereby makes the following factual statements and representations: 1299u"vl 4 (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the Authority hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the Authority (and all entities treated as one issuer with the Authority, and all subordinate entities whose obligations are treated as issued by the Authority) during this calendar year 2001 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the Authority during this calendar year 2001 have been designated for purposes of Section 265(b)(3) of the Code. The Authority shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. . 16. Modifications to Documents. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Authority Attorney and the Authority officials authorized herein to execute said documents prior to their execution; and said Authority officials are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the President or Secretary any of the documents authorized by this resolution to be executed by the Acting President or the Acting Secretary, respectively. The motion for the adoption of the foregoing resolution was duly seconded by member Frank Puleo , and upon vote being taken thereon the following voted in favor thereof: Mike Granger, Becky Petryk, Frank,Puleo, Fran Miron and the following voted against the same: NONE whereupon the resolution was declared duly passed and adopted. Passed: August 20, 2001. 1 e' Attest: 4 v 6±��O:rt Secre 1299466vi 5 STATE OF MINNESOTA ) COUNTY OF WASHINGTON ) SS. CITY OF HUGO ) I, the undersigned, being the duly qualified and acting Secretary of the Economic Development Authority of the City of Hugo, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a meeting of the Board of Commissioners held August 20, 2001, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to a Resolution Authorizing Issuance of Bonds. WITNESS my hand on August 20, 2001. Secretar6/ 1_99466.0 6