HomeMy WebLinkAboutResolution 4047 ., _, ,, . '
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�� G'�' RESOLUTION OF THE CITY COUNCIL
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RESOLUTION RELATING TO PUBLIC FACILITIES REVENUE REFUNDING
BONDS, SERIES 1998; AUTHORIZING THE ISSUANCE,AWARDING THE SALE
AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING THE
EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE AND A
FIRST AMENDMENT TO LEASE-PURCHASE CONTRACT
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Orono,Minnesota(the "Authority") is authorized,pursuant to Minnesota Statutes, Chapter 469 (the
"Act"),to issue bonds to finance or refinance a redevelopment project and the principal and interest
on the bonds may be payable exclusively from its income and revenues of the project financed or
refinanced with the proceeds of the bonds; and
WHEREAS, the Act further authorized the Authority to make any of its land in a
redevelopment project available for use by public agencies by sale, lease or otherwise; and
• WHEREAS,the Authority has undertaken a redevelopment project consisting of the
construction of a new city hall and facilities to house the police and public works departments of the
city as an authorized project under the Act, and has financed the cost thereof by the issuance of its
revenue bonds denominated Public Facilities Revenue Bonds, Series 1991, dated as of December
1, 1991 (the "Series 1991 Bonds"); and
WHEREAS, it is proposed that the Authority issue an additional series of revenue
bonds pursuant to the Act, to be denominated Public Facilities Revenue Refunding Bonds, Series
1998 (the "Bonds") for the purpose of refunding in advance of maturity the 2002 through 2008
maturities of the Series 1991 Bonds, aggregating $2,335,000 in principal amount (the "Refunded
Bonds"), such refunding constituting a "crossover refunding" as defined in Minnesota Statutes,
Section 475.67, subd. 13; and
WHEREAS, the Bonds will be issued pursuant to a Trust Indenture, dated as of �
December 1, 1991 (the"Original Indenture"),as supplemented and amended by a First Supplemental
Indenture,dated as of April 1, 1998 (the "First Supplemental Indenture";the Original Indenture, as
so supplemented and amended,is hereinafter referred to as the "Indenture") all by and between the
Authority and Firstar Bank of Minnesota,N. A.,as successor to American National Bank and Trust
Company, as Trustee (the "Trustee"); and
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WHEREAS, all bonds issued under the Indenture will be secured by a pledge and
assignment of the Lease-Purchase Contract, dated as of December 1, 1991 (the "Original Lease"),
as supplemented and amended by a First Amendment to Lease-Purchase Contract, dated as of April
1, 1998 (the "First Amendment to Lease";the Original Lease, as so supplemented and amended, is
hereinafter referred to as the "Lease") all by and between the Authority and the City, and of the
revenues derived by the Authority from the Project, and the bonds and the interest thereon shall be
payable solely from the revenues pledged thereto and no bonds shall constitute a debt of the
Authority within the meaning of any constitutional or statutory limitation nor shall the full faith,
credit and taxing powers of the Authority be pledged thereto; and
WHEREAS, under the Lease,the City is to pay to the Authority sufficient money
each year to pay the principal of,premium,if any, and interest on the bonds issued to refinance the
' Project, and Ciiy is to provide the cost of maintaining the Project in good repair,the cost of keeping
the Project properly insured,and any payments required for taxes and any expenses incurred by the
Authority in connection with the Project; and .
� WHEREAS, forms of the First Supplemental Indenture and the First Amendment
to Lease and a form of the Official Statement, dated March 12, 1998 (together with the Addendum
thereto to be prepared and distributed prior to delivery of the Bonds,the "Official Statement"),have
been presented to this Board and are hereby ordered to be placed on file in the office of the
Secretary; and
WHEREAS,the Authority's financial consultant, Ehlers and Associates, Inc., as an
independent fmancial advisor pursuant to Minnesota Statutes, Section 475.60, subdivision 2,
paragraph (9), has solicited bids for the Bonds on behalf of the City, and,pursuant to the Official
Statement, a bid for the purchase of the Bonds has been received, opened,read and considered, and
the purchase price,interest rates and net interest cost under the terms of such bid are found to be as
set forth in Exhibit A attached hereto.
NOW,TIiEREFORE,BE IT RESOLVED by the Board of Commissioners of the
Housing and Redevelopment Authority in and for the City of Orono,Minnesota, as follows:
� Section 1. This Board acknowledges, finds, determines and declares that it is in the
best interests of the Authority to refinance the Project in that the Authority will realize a substantial
interest rate reduction, a gross savings of approximately and a present value
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savings using the yield on the Bonds, computed in accordance with Section 148 of the Internal
Revenue Code of 1986, as amended, as the discount factor)of approximately$
Section 2. For the purpose of paying certain of the costs of the refunding, there is
hereby authorized the issuance of Public Facilities Revenue Refunding Bonds, Series 1998 of the
� Authority in the aggregate principal amount of$2,400,000. The Bonds shall be issued in fully
registered form, shall be in such denominations, shall be payable on the dates and in the principal
amounts and shall be payable from the sources and in the manner provided in the Indenture. The
Bonds shall bear interest at the rates set forth in Section 6. This Board hereby authorizes and directs
the Chairperson to execute and the Secretary to attest under the corporate seal of the Authority the
First Sup,plemental Indenture in the name and on behalf of the Authority and to deliver to the Trustee �
the First Supplemental Indenture, and does hereby authorize and direct the execution of the Bonds
in accordance with the provisions of the Indenture. �
� All of the provisions of the First Supplemental 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. The First Supplemental Indenture shall be substantially in the form on file
in the office of the Secretary with such necessary and appropriate variations, omissions and
insertions as the Chairperson, in his discretion, shall determine, and the execution thereof by the
Chairperson shall be conclusive evidence of such determination.
Section 3. The Chairperson and the Secretary are hereby authorized and directed to
execute and deliver the First Amendment to Lease. All of the provisions of the First Amendment to
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. The First Amendment to Lease
shall be substantially in the form on file in the o�ce of the Secretary, with such necessary and
appropriate variations,omissions and insertions as the Chairperson,in his discretion,shall determine,
and the execution thereof by the Chairperson shall be conclusive evidence of such determinations.
Section 4. No covenant, stipulation, obligatiori or agreement herein contained or
contained in the Indenture, the Bonds or the Lease shall be deemed to be a covenant, stipulation,
obligation or agreement of any member of this Board or any officer, agent or employee of the
Authority in that person's individual capacity, and neither this Board 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.
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Section 5.The officers of the Authority are hereby authorized to do all acts and things
required of them by or in connection with this resolution,the Indenture,the Lease and the Escrow
Agreement for the full, punctual and complete performance of all the terms, covenants and
agreements contained in the Bonds,the Indenture and the Lease and this resolution, including the
execution and delivery of such closing certificates, arbitrage certifications and similar documents
as may be required by bond counsel in connection with the issuance and delivery of the Bonds.
Section 6.It is hereby found and deterniined that the most favorable proposal received
for the purchase of the Bonds is that submitted by of .
, , and associates (the "Purchaser"),to purchase the Bonds
at a price of$ ,plus accrued interest to the date of closing,the Bonds maturing in
the following years to mature in the principal amounts and to bear interest at the designated rates set
forth below opposite such years,respectively:
Principal Interest Principal Interest
� Maturitv Amounts Rate Maturi Amounts Rate
2002 2006
2003 � 2007 .
2004 2008
2005 . 2009
Said offer is hereby accepted and the Chairperson and the Secretary are hereby authorized and
directed to execute a contract on the part of the Authority for the sale of the Bonds to the Purchaser.
Section 7.The Official Statement prepared and distributed on behalf of the Authority
by Ehlers and Associates,Inc. is hereby approved and the Official Statement is hereby deemed final
. for purposes of SEC Rule 15c2-12(b)(1). The officers of the Authority are hereby authorized and
directed to execute.such certificates as may be appropriate concerning the accuracy,completeness
and sufficiency of the Official Statement and to deliver to the Purchaser within seven business days
after the date of adoption of this resolution copies of the Official Statement in accordance with the
Terms and Conditions of Sale, supplemented so as to contain the terms of the Bonds as set forth in
this resolution and the reoffering and other information provided by the Purchaser for inclusion in
the Official Statement.
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Section 8.Authorization of Pavments. The City Treasurer is hereby authorized and
directed on the date of issuance and delivery of the Bonds to pay from the proceeds of the sale of the
Bonds the fees and expenses of the following persons incurred in connection with the issuance of
the Bonds up to the maximum amount set forth opposite the name of such person upon receipt by
the Authority of a satisfactory statement therefor:
Service M���
payee Performed Amount
Ehlers &Associates, Inc.
� Minneapolis, Minnesota Financial Consultant
� Firstar Bank of Minnesota,N. A. Trustee and Escrow Agent
Dorsey &Whitney LLP Bond Counsel
• Moody's Investors Service, Inc. Rating of Bonds
The claims of the above persons up to the maximum amount set forth opposite the name of such
person is hereby approved and no further action of this Board shall be necessary in connection with
the payment of such fees and expenses of issuance of the Bonds.
Section 9. Qualified Tax-Exempt Obli at� ions.In order to enhance the marketability
of the Bonds, and since the Authority and all subordinate entities do not reasonably expect to issue
in excess of$10,000,000 of governmental and qualified 501(c)(3)bonds during calendar year 1998,
the Bonds are hereby designated by the Authority as "qualified tax-exempt obligations" pursuant to
Section 265(b) of the Code.
� Section 10. Redemption of Refunded Bonds and Certification of Proceedin�s.
(a) The Secretary is directed to call the Refunded Bonds for redemption arid
prepayment at their earliest permissible redemption date (February 1, 2001) and to give notice of
� redemption in accordance with the resolution authorizing the issuance of the Refunded Bonds.
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(b) The Secretary is hereby authorized and directed to file a certified copy of this
resolution in his office, together with such additional information as required, and to issue a
certificate that the Bonds have been duly entered upon the Secretary's bond register and the tax
required by law has been levied. �
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(c) The officers of the Authority are authorized and directed to prepare and furnish �
to the Purchaser,and to Dorsey&Whitney LLP,the attorneys rendering an opinion as to the legality I
thereof,certified copies of all proceedings and records of the Authority relating to the authorization !
and issuance of the Bonds and such other affidavits and certificates as may�reasonably be required
to show the facts relating to the legality and marketability of the Bonds as such facts appear from
the officer's books and records or are otherwise known to them.All such certified copies,certificates
and a�davits, including any heretofore furnished, shall be deemed representations of the Authority
as to the correctness of all statements contained therein.
Section 11.Arbitra�e Rebate Exemption. It is hereby determined that the Authority
• will qualify for the exception from arbitrage rebate for the Bonds provided by Section 148(fl(4)(D)
of the Code since:
(a)the aggregate face amount of the Bonds does not exceed$5,000,000; �
(b) each Refunded Bond was issued as part of an issue which was treated as meeting
the requirements of Section 148(fl(2)and(3)ofthe Code by reason of Section 148(fl(4)(D)
of the Code; '
(c) the average maturity of the Bonds ( years) does not exceed the
remaining average maturity of the Refunded Bonds (_years); and
(d) no Bond has a maturity date which is later than 30 years after the date the (
Refunded Bonds were issued.
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Section 12.This resolution shall be in full force and effect from and after its passage.
Adopted by the Board of Commissioners of the Housing and Redevelopment .
Authority in ancl for the City of Orono, Minnesota this 23rd day of March, 1998.
ATTEST: '
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e tary Chairp son
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