10-25-10 ITEM 4_1
EXTRACT OF MINUTES OF A MEETING
OF THE BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF OTSEGO, MINNESOTA
HELD OCTOBER 25, 2010
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 Otsego, Wright
County, Minnesota, was duly held at the City Hall on October 25, 2010, at
o'clock P.M., for the purpose, in part, of authorizing termination of documents relating to
a refunding.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its
adoption:
EDA RESOLUTION 2010 -01
RESOLUTION AUTHORIZING TERMINATION OF A LEASE WITH OPTION
TO PURCHASE AGREEMENT, GROUND LEASE AGREEMENT AND
AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT RELATING
TO THE ISSUANCE BY THE CITY OF OTSEGO, MINNESOTA, OF ITS
$3,660,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN
REFUNDING BONDS, SERIES 2010B
A. WHEREAS, the City of Otsego, Minnesota (the "City ") proposes to issue
its $3,660,000 General Obligation Capital Improvement Plan Refunding Bonds, Series
2010B (the "Bonds ") to finance the acquisition of the Public Works Facility (the "Public
Works Facility ") from the Economic Development Authority of the City of Otsego,
Minnesota (the "Authority "); and
B. WHEREAS, the proposed purchase price for the Public Works Facility is
an amount equal to the outstanding principal of and interest on the Authority's $3,595,000
original principal amount Public Facility Lease Revenue Bonds, Series 2007A (City of
Otsego, Minnesota Lease With Option to Purchase Project), dated March 1, 2007 (the
"Prior Bonds ") issued pursuant to Revenue Bond Resolution No. 2007 -1 adopted by the
Authority's Board of Commissioners on February 26, 2007 (the "Prior Resolution ").
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF OTSEGO, MINNESOTA, as follows:
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1. Callable Prior Bonds. $1,775,000 aggregate principal amount of the Prior
Bonds which matures on and after December 1, 2016 is callable on December 1, 2015
(the "Callable Prior Bonds "), the refunding of the Callable Prior Bonds is consistent with
covenants made with the holders of the Prior.
2. Noncallable Prior Bonds. $1,455,000 aggregate principal amount of the
Prior Bonds which matures on December 1, 2010, through and including December 1,
2015 (the "Noncallable Prior Bonds "), is not callable, but the payment of the Noncallable
Prior Bonds on December 1, 2010, through and including December 1, 2015, is also
consistent with covenants made with the holders of the Noncallable Prior Bonds.
3. Escrow Agreement. The Noncallable Prior Bonds shall be paid and the
Callable Prior Bonds shall be redeemed and prepaid in accordance with the terms and
conditions set forth in the Escrow Agreement, dated as of November 1, 2010 (the
"Escrow Agreement ") by and between the City, the Authority and Northland Trust
Services, Inc., in Minneapolis, Minnesota (the "Escrow Agent "), in substantially the form
submitted to the Board of Commissioners. The terms and conditions of the Escrow
Agreement are hereby approved and incorporated herein by reference. The Authority
hereby approves the execution of the Escrow Agreement by the President and Executive
Director on behalf of the Authority.
4. Prepayment of Purchase Option Price. As provided in Section 4.6 of the
Lease With Option to Purchase Agreement between the City and the EDA, dated as of
March 1, 2007 (the "Lease ") to prepay the Purchase Option Price (as defined in the
Lease), the Authority hereby determines and declares that upon the issuance of the Bonds
and the funding of the Escrow Deposit as provided in the Escrow Agreement, the Lease
and the Ground Lease Agreement shall be terminated and the Authority shall have no
further right, title or interest in and to the Public Works Facility.
5. 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.
6. 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.
The motion for the adoption of the foregoing resolution was duly seconded by
member and, after a full discussion thereof and upon a vote being taken
thereon, the following voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF WRIGHT
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF OTSEGO
I, the undersigned, being the duly qualified and acting Executive Director of the
Economic Development Authority of the City of Otsego, Minnesota, do hereby certify
that I have compared the attached and foregoing extract of minutes with the original
thereof on file in my office, and that the same is a full, true and complete transcript of the
minutes of a meeting of the Board of Commissioners, duly called and held on the date
therein indicated, insofar as the minutes relate to authorizing termination of a lease
agreement and ground lease agreement and calling prior bonds.
WITNESS my hand on October 25, 2010.
Executive Director
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