HomeMy WebLinkAbout1998.08.17 RESO 1998-0029EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HUGO, MINNESOTA
HELD: August 17, 1998
Pursuant to due call and notice thereof, a regular
meeting of the City Council of the City of Hugo, Minnesota was
duly held at the City Hall in said City on the 17th day of
August, 1998 at 7:00 o'clock P.M.
The following members were present: Mayor Fran Mixon
and Council Members Warren Arcand, Andrew Goiffon and James Leroux
and the following were absent: Debra Barnes
Member Leroux introduced the following
resolution and moved its adoption:
RESOL ION AUTHORIZING
THE EXECUTION AND DELIVERY OF A
GROUND LEASE AGREEMENT, LEASE WITH OPTION
TO PURCHASE AGREEMENT AND CONTINUING DISCLOSURE
UNDERTAKING; AND ALLOCATING SMALL ISSUER
REBATE EXCEPTION AUTHORITY
The motion for the adoption of the foregoing resolution
was duly seconded by member Goiffon , and upon vote being
taken thereon the following voted in favor thereof:
Miron, Arcand, Goiffon and Leroux
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
965985.1
RESOLUTION AUTHORIZING
THE EXECUTION AND DELIVERY OF A
GROUND LEASE AGREEMENT, LEASE WITH OPTION
TO PURCHASE AGREEMENT AND CONTINUING
DISCLOSURE UNDERTAKING; AND ALLOCATING
SMALL ISSUER REBATE EXCEPTION AUTHORITY
A. 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; and
B. WHEREAS, ordinarily bonds are subject to rebate if
issued by a governmental unit that lacks general taxing powers,
such as the Economic Development Authority of the City of Hugo,
Minnesota (the "Authority"); and
C. WHEREAS, if the Authority issues bonds on behalf
of a governmental unit with general taxing powers, such as the
City of Hugo, Minnesota (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
D. WHEREAS, the City is a governmental unit with
general taxing powers; and
E. WHEREAS, the City is also an obligated person
under the provisions of Rule 15c2-12 (the "Rule") promulgated by
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended, and
is therefore subject to continuing disclosure requirements under
the Rule (the "Disclosure Requirements"):
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Hugo, Minnesota, as follows:
1. Authority. The City is authorized pursuant to
Minnesota Statutes, Section 465.71, to enter into a Lease With
Option to Purchase Agreement with the Authority to construct a
municipal building in the City (the "Project").
2. Authorization of Bonds: Documents Presented. The
Authority proposes to issue its $1,165,000 Public Project Revenue
Bonds, Series 1998 (City of Hugo Lease With Option to Purchase
Project) (the "Bonds") payable from rental payments to be made
under the Lease. Forms of the following 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 Clerk -Treasurer:
965985.1
(a) a Ground Loase Agreement dated as of
September 1, 1998 (the "Ground Lease") executed by the
City pursuant to which the City leases the premises on
which the Project is to be constructed to the
Authority;
(b) a Lease With Option to Purchase Agreement
dated as of September 1, 1998 (the "Lease"), between
the Authority and the City which, among other things,
provides for the construction and installation of the
Project and pursuant to which the City is required to
pay rental payments sufficient to pay the principal and
interest on the Bonds when due; and
(c) a Revenue Bond Resolution to be adopted by
the Authority (the "Resolution"), setting forth the
form and details of the Bonds and their issuance, and
pledging the rental payments derived from the Lease to
the payment of the Bonds.
3. =royal and Execution of Ground Lease Agreement
and Lease With Option to Purchase Agreement. The Mayor and the
Clerk -Treasurer are hereby authorized and directed to execute,
and deliver the Ground Lease and Lease in substantially the forms
on file with the Clerk -Treasurer. All of the provisions of the
Ground Lease and Lease 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.
4. Approval of Revenue Bond Resolution. The City
hereby approves the form of the Resolution and the terms of the
Bonds described therein.
S. Authorized to Execute. The Mayor and Clerk -
Treasurer are hereby designated and authorized to act on behalf
of the City to execute.the Lease, the Ground Lease or other
documents relating thereto.
6. Furnishing of Certificates and Proceedings. The
Mayor and Clerk -Treasurer 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.
965985.1 2
7. 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 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 shall be
conclusive evidence of the approval of such documents in
accordance with the terms hereof. In the absence of the Mayor or
Clerk -Treasurer, any of the documents authorized by this
resolution to be executed may be executed by the Acting Mayor or
the Acting Clerk -Treasurer respectively.
8. 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 1998, is allocated to the
Authority in paragraph 9 of this resolution.
9. Allocation. The City hereby allocates to the
Authority a $1,165,000 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 1998.
Such allocation is made solely with respect to the Bonds, is
irrevocable and is made before the issuance of the Bonds. Said
$1,165,000 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 finance the Project to
be located in, leased to, 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.
10. =regation. 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 1998 more
than $5,000,000 aggregate face amount of all tax-exempt bonds
(other than private activity bonds).
11. Continuing Disclosure.
(a) The City is the sole obligated person with respect
to the Bonds. The City hereby agrees, in accordance with
the provisions of Rule 15c2-12 (the "Rule"), promulgated by
965985.1 3
the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended,
and a Continuing Disclosure Undertaking (the "Undertaking")
hereinafter described to:
(1) Provide or cause to be provided, (i) (a) upon
request to any person, or (b) upon establishment of a
state information depository ("SID"), to the SID, its
audited financial statements for the most recent fiscal
year, and (ii) to each nationally recognized municipal
securities information repository ("NRMSIR") or to the
Municipal Securities Rulemaking Board ("MSRB") and the
SID, if any, notice of the occurrence of certain
material events with respect to the Bonds in accordance
with the Undertaking.
(2) The City agrees that its covenants pursuant
to the Rule set forth in this paragraph and in the
Undertaking are intended to be for the benefit of the
holders and any other beneficial owners of the Bonds
and shall be enforceable on behalf of such holders and
beneficial owners; provided that the right to enforce
the provisions of these covenants shall be limited to a
right to obtain specific enforcement of the City's
obligations under the covenants.
(b) The Mayor and Clerk -Treasurer of the City, or any
other officer of the City authorized to act in their place,
(the "Officers") are hereby authorized and directed to
execute on behalf of the City the Undertaking in substan-
tially the form presented to the Council, subject to such
modifications thereof or additions thereto as are (i)
consistent with the requirements under the Rule, (ii)
required by the purchaser of the Bonds and (iii) acceptable
to the Officers.
12. Severability. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
13. Headings. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
965985.1 4
Passed: August 17, 1998.
i
May r
11-10
Attest • A—`
•Cler reasurer
965985.1
STATE OF MINNESOTA )
COUNTY OF WASHINGTON ) SS
CITY OF HUGO )
I, the undersigned, being the duly qualified and acting
Clerk -Treasurer 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 of said City held
August 17, 1998, 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, Lease With Qption to Purchase Agreement
and Continuing Disclosure Undertaking; and allocating small
issuer rebate exception authority for the financing of a
municipal building for said City.
965985.1
WITNESS my hand this 17th day of August, 1998.
Clerk easurer
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