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HomeMy WebLinkAbout2001.08.20 RESO 2001-0042I( EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HUGO, MINNESOTA HELD: August 20, 2001 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hugo, Minnesota was duly called and held at the City Hall on August 20, 2001 at 7:00 o'clock P.M. The following members were present: Mike Granger, Becky Petryk, Frank Puleo, Fran Miran and the following were absent: chuck Haas Member Becky Petryk introduced the following resolution and moved its adoption: RESOLUTION 2001-42 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE AGREEMENT, LEASE AGREEMENT AND CONTINUING DISCLOSURE AGREEMENT AND ALLOCATING SMALL ISSUER REBATE EXCEPTION AUTHORITY WHEREAS, the City of Hugo, Minnesota (the "City"), is authorized, pursuant to Minnesota Statutes, Section 465.71, to enter into lease purchase agreements; WHEREAS, the Economic Development Authority of the City of Hugo, Minnesota, a body corporate and politic (the "Authority") has agreed to enter into a lease purchase agreement (the "Lease') with the City pursuant to which the Authority will provide for construction of a city hall (the "Project") to be used by the City; 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"), and (2) the Authority will lease back the Project to the City, pursuant to the Lease; WHEREAS, the Authority will issue its revenue bonds (the "Bonds) to provide funds to finance the Project pursuant to a Mortgage and Security Agreement and Indenture of Trust dated as of September 1, 2001 (the "Indenture") between the Authority and U.S. Bank Trust National Association, as mortgagee and Trustee, setting forth the form and details of the Bonds and their issuance, pledging the rental payments derived from the Lease to the payment of the Bonds and whereby the Authority grants to the Trustee a mortgage interest in the Project with certain reservations as security for the Bonds; 12NN:j70 N WHEREAS, the City is an obligated person under the provisions of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, and is therefore subject to continuing disclosure requirements under the Rule and accordingly, the City will enter into a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Trustee; WHEREAS, unless an exception is available, bonds which are tax-exempt are subject to the federal arbitrage requirement of rebating earnings in excess of the bond yield on certain investments; WHEREAS, ordinarily bonds are subject to rebate if issued by a governmental unit that lacks general taxing powers, such as the Authority-, WHEREAS, if the Authority issues bonds on behalf of a governmental unit with general taxing powers, such as the City it will be treated as having general taxing powers if the bonds do not exceed the lesser of $5,000,000 or such amount of the . $5,000,000 small issuer limitation as a governmental unit with general taxing powers may allocate to the Authority; and WHEREAS, the City is a governmental unit with general taxing powers. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Hugo, Minnesota, as follows: 1. Authorization of Bonds: Documents Presented. The Authority proposes to issue its Public Facility Lease Revenue Bonds, Series 2001 (City of Hugo, Minnesota Lease Obligation) (the "Bonds") payable from rental payments to be made by the City under the Lease as hereinafter described. The Bonds shall be in an aggregate principal amount of $1,870,000 (plus any amount representing original issue discount) and shall bear interest at the rates as are prescribed by the Indenture. Forms of the following documents (collectively, the "Bond Documents") relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the Administrator: (a) the Ground Lease; (b) the Lease; and (c) the Continuing Disclosure Agreement. 2. _Auuroval and Execution of Bond Documents. The Mayor and the Administrator are hereby authorized and directed to execute, and deliver, on behalf of the City the Bond Documents in substantially the forms on file with the Administrator. All of the provisions of the Bond Documents when executed and delivered 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. 1299457vl 2 3. Avyroval of Indenture. The City hereby approves the Indenture and the Bonds described therein (collectively the "Related Documents") in substantially the forms submitted to the City. 4. Authorized City Representative. The Administrator and Administrator are each hereby designated and authorized to act on behalf of the City as the City Representative, as defined in the Indenture. 5. Furnishing of Certificates and Proceedings. The Mayor and Administrator and other officers of the City are authorized and directed to prepare and furnish to the Purchaser and Bond Counsel, certified copies of all proceedings and records of the City 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 City as to the truth of all statements contained therein. 6. Modifications to Documents. The approval hereby given to the various Bond Documents and Related 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 City Attorney and the City officials authorized herein to execute said documents. Said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shallbe conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or Administrator, any of the documents authorized by this resolution to be executed on behalf of the City may be. executed by the Acting Mayor or the Acting Administrator respectively. 7. Finding. The City hereby finds, determines and declares that (1) the Authority is issuing its Bonds on behalf of the City within the meaning of Section 148(f)(4)(C)(iv) of the federal Internal Revenue Code of 1986, as amended (the "Code"), (2) the Authority is therefore treated as a subordinate entity of the City for purposes of such Section, and (3) the aggregate face amount of the Bonds does not exceed the lesser of $5,000,000 or the amount which, when added to the aggregate amount of other issues issued by the Authority in 2001, is allocated to the Authority in paragraph 8 of this resolution. 8. Allocation. The City hereby allocates to the Authority a $1,870,000 portion of the City's $5,000,000 limitation under Section 148(f)(4)(C)(i)(Iv) of the Code on the aggregate face amount of tax-exempt bonds (other than private activity bonds) issued by the City during the calendar year 2001. Such allocation is made solely with respect to the Bonds, is irrevocable and is made before the issuance of the Bonds. Said $1,870,000 allocated to the Authority bears a reasonable relationship to the benefits received by the City from the Bonds issued by the Authority, because the Bonds 1299.157vt 3 finance the construction of a city hall located in and used by the City. The Authority shall accept this allocation by issuing its Bonds and making a statement in its Nonarbitrage Certificate relating to the Bonds. 9. Agare ag tion.. The City and Authority will be aggregated and treated as one issuer for purposes of said $5,000,000 limitation, and together will not issue in 2001 more than $5,000,000 aggregate face amount of all tax-exempt bonds (other than private activity bonds). The motion for the adoption of the foregoing resolution was duly seconded by member Mike Granger J. 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. Atte Administrator STATE OF MINNESOTA ) COUNTY OF WASHINGTON ) SS CITY OF HUGO ) I, the undersigned, being the duly qualified and acting Administrator 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 City Council 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 the execution of a Ground Lease Agreement, a Lease Agreement and a Continuing Disclosure Agreement; and allocating small issuer rebate exception authority. WITNESS my hand on August 20, 2001. Administrator iz99s7vi