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HomeMy WebLinkAbout16-04HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF LAKEVILLE, MINNESOTA RESOLUTION NO. 16-04 RESOLUTION AUTHORIZING ISSUANCE AND AWARDING SALE, OF LEASE REVENUE REFUNDING BONDS (ICE ARENA PROJECT), SERIES 2016 BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Lakeville, Minnesota (the Authority), as follows: A. WHEREAS, pursuant to the authority granted by Minnesota Statutes, Sections 465.71, 469.012, 469.041, 469.034, 469.035, 471.59, and 475.79, the Authority is authorized to issue to lease revenue bonds in anticipation of the collection of revenues of a project to finance or refinance the cost of acquisition, construction, reconstruction, improvement, or extension thereof. B. WHEREAS, the Authority proposes to issue its Lease Revenue Refunding Bonds (Ice Arena Project), Series 2016A (the Bonds) in an aggregate principal amount not to exceed $8,500,000 for the purpose of refinancing all of the Authority's Lease Revenue Bonds (Ice Arena Project), Series 2006 (the Refunding), which were issued to finance the construction of a sheet ice arena facility (the Facility) located at 8525 215th Street in the City of Lakeville, Minnesota (the City). The Facility is used for the benefit of qualified 501(c)(3) organizations, including but not limited to the Lakeville Hockey Association, other hockey and figure skating associations, the general public, the City, and Independent School District No. 194. The Facility will be owned by the Authority, leased to the City pursuant to a lease -purchase agreement, and subleased to Lakeville Arenas, a Minnesota joint powers entity, for operation pursuant to a sublease agreement. C. WHEREAS, the Board reasonably expects that the rentals to be received by the Authority from the City pursuant to the lease -purchase agreement will be sufficient to pay the debt service on the Bonds; and D. WHEREAS, the Bonds and the interest accruing thereon are payable solely from the rental payments to be provided by the City pursuant to the lease -purchase agreement and do not give rise to a charge against the general credit or taxing powers of the Authority or the City and neither the full faith and credit nor the taxing powers of the Authority or the City are pledged for the payment of the Bonds or interest thereon. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Lakeville, Minnesota, as follows: ARTICLE I SALE; REGISTRATION; EXECUTION AND DELIVERY OF BONDS Section 1.1 Determination of Public Purpose. This Board hereby determines and finds that the provision of the Facility in the City is of substantial public benefit to the residents of the City and enhances the image of the City as a desirable location for homes and businesses, and, by providing an attractive amenity to the community available for use by residents of the community and students of the school district, assists the Authority in attracting developers to the City for the purpose of developing and redeveloping land within the City, including land within redevelopment project areas and municipal development districts heretofore created by the Authority and the City, thereby assisting in the development and redevelopment of blighted areas and assisting in the prevention of blight and blighting factors and the causes of blight. Hence, the Board has determined that it is in furtherance of the corporate purposes of the Authority to cooperate with the City in providing for the refinancing of the Facility pursuant to the provisions of Minnesota Statutes, Sections 469.012, 469.041 and 471.59, to issue the Bonds in accordance with the provisions of Sections 469.034, 469.035 and 475.79, and to enter into the lease -purchase agreement (the Lease) for the Facility with the City in accordance with the provisions of Sections 465.71. Section 1.2 Sale and Award. To provide refinancing for the Facility, this Board has determined to proceed with the issuance of the Bonds in accordance with the provisions of this resolution. The Bonds will be purchased by Piper Jaffray & Co., Inc. (the Underwriter) pursuant to a Bond Purchase Agreement by and between the Authority and the Underwriter (the Bond Purchase Agreement). The Chair and Executive Director are hereby authorized to approve the sale of the Bonds in an aggregate principal amount not to exceed $8,500,000 and to execute the Bond Purchase Agreement provided that the true interest cost of the Bonds to the Authority is less than or equal to 3.50% per annum. The Bonds shall be in such principal amount, shall bear interest at the rates, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture, the form of which is on file with the Authority. Section 1.3 Terms of the Bonds. The Bonds shall be designated "Lease Revenue Refunding Bonds (Ice Arena Project), Series 2016." The terms of the Bonds, including without limitation, the date of original issue, interest payment dates, maturity dates and principal amounts, interest rates, redemption provisions, and provisions for registration and exchange shall be as set forth in Articles II and III of the Indenture which are incorporated herein by reference. Section 1.4 Execution, Authentication and Delivery. The Bonds shall be executed by the Authority, and authenticated and delivered by the Trustee, in accordance with the applicable provisions of Article II of the Indenture which are incorporated herein by reference. Section 1.5 Form of Bonds. The Bonds shall be printed in substantially the form set forth in Exhibit B of the Indenture. 2 Section 1.6 Continuing Disclosure. The City shall be the only obligated person in respect of the Bonds within the meaning of Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time) for purposes of identifying the entities in respect of which continuing disclosure must be made. The Authority shall use its best efforts to cause the City to comply with its continuing disclosure obligations with respect to the Bonds. ARTICLE II REFUNDING COSTS; PAYMENT OF COSTS The Refunding costs are not expected to exceed the amount available from the proceeds of the Bonds to be issued by the Authority. In order to ensure that moneys sufficient to pay such Refunding costs, and necessary financing expenses, will be available for this purpose when required, the Authority shall, on the date of issuance of the Bonds, deposit or cause to be deposited with Trustee all of the net proceeds of the sale of the Bonds (including accrued interest thereon from the date from which interest is to be paid thereon to the date of delivery to the purchaser or purchasers thereof but except for costs of issuance) and the Trustee out of such proceeds shall: (a) deposit to the credit of the Bond Fund the amount of accrued interest received from the purchaser, if any; (b) deposit to the credit of the Reserve Fund the Debt Service Reserve Requirement; and (c) deliver to U.S. Bank National Association (the Escrow Agent) an amount equal to the proceeds of the Bonds to be applied to the Refunding. ARTICLE III APPROVAL AND EXECUTION OF DOCUMENTS The forms of the Lease, a Trust Indenture, Mortgage and Security Agreement, Bond Purchase Agreement and Escrow Agreement relating to the Bonds are hereby approved. The Chair and Executive Director are hereby authorized and directed to execute and deliver said documents in the name and on behalf of the Authority with such variations, omissions and insertions as the Chair and Executive Director shall approve, which approval shall be conclusively presumed by the execution and delivery of said documents by the Chair and Executive Director. The Bonds shall be sold to the Underwriter in accordance with and upon the terms and conditions set forth in the Bond Purchase Agreement. The proposal of the Underwriter to purchase the Bonds, as further provided in the Bond Purchase Agreement, at the purchase price set forth therein, is hereby accepted. ARTICLE IV AUTHENTICATION OF TRANSCRIPT The officers of the Authority are hereby authorized and directed to prepare and furnish to the Purchaser, and to Dorsey & Whitney LLP, the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Authority as to the correctness of all statements contained therein. ARTICLE V OFFICIAL STATEMENT The Authority hereby consents to the preparation and distribution of a Preliminary Official Statement and a final Official Statement for the Bonds; provided that it is understood that the Authority has not made, and will not make, any representations or warranties with respect to the information contained therein, except under the heading "THE AUTHORITY." ARTICLE VI TAX MATTERS Section 6.1 General Tax Covenant. The Authority agrees with the Holders from time to time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any action that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury Regulations (the "Regulations"), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. All proceeds of the Bonds will be expended solely for the payment of the costs of the Refunding as set forth in the Indenture. Section 6.2 Certification. The Chair and Executive Director, being the officers of the Authority charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and Regulations. Section 6.3 Arbitrage Rebate. The Authority acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Authority covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 4 Section 6.4 Bank Qualification. The Authority hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and finds that the reasonably anticipated amount of qualified tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose of this representation), which will be issued by the Authority and all subordinate entities during calendar year 2016 does not exceed $10,000,000. In no event will the Authority designate in the calendar year 2016 more than $10,000,000 of its obligations as "qualified tax- exempt obligations." HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF LAKEVILLE, MINNESOTA The undersigned, being the duly appointed, qualified and acting Secretary of the Housing and Redevelopment Authority of the City of Lakeville, Minnesota, hereby certifies that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Board of Commissioners of said Authority at its meeting duly called and held on August 15, 2016 and that said resolution has not subsequently been amended and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand as of the date set forth below. Dated: August 15, 2016 Bart Davis, Secretary 4834-6830-2900\4 5