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HomeMy WebLinkAbout06-04HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF LAKEVILLE, MINNESOTA RESOLUTION NO. 06-4 RESOLUTION AUTHORIZING ISSUANCE AND AWARDING SALE, OF $9,230,000 LEASE REVENUE BONDS (ICE ARENA PROJECT), SERIES 2006 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, the City of Lakeville, Minnesota (the "City") and Independent School District No. 194 (the "District") have entered into a Joint Powers Agreement, dated July 17, 2006 (the "Agreement") setting forth the general understandings of, and the actions to be taken by, each of the parties in connection with the development of an ice arena facility (the "Project") in the City; and B. WHEREAS, the Agreement provides that the Project (i) will be constructed on land owned by the Authority, (ii) will be owned by the Authority, (iii) will be leased by the Authority to the City pursuant to the terms of a lease -purchase agreement pursuant to which the City will be responsible for the construction of the Project and will lease the Project from the Authority for rentals sufficient to retire lease revenue bonds to be issued by the Authority to provide the financing for the Project, and (iv) will be subleased by the City to the Lakeville Arenas, a joint powers entity created by the Agreement, for operation for sublease rentals sufficient to provide the City with the necessary funds to pay the rentals due to the Authority under the lease -purchase agreement; and C. WHEREAS, it is contemplated by the Agreement, in paragraph 9(C) thereof, that funds for the construction of the Project will be provided by the sale of lease revenue bonds by the Authority; and D. WHEREAS, the amount estimated to be necessary to finance the Project will require the issuance of the Authority's Lease Revenue Bonds (Ice Arena Project), Series 2006 (the "Series 2006 Bonds," or individually a "Series 2006 Bond") in the aggregate principal amount of $9,230,000, as hereinafter provided; and E. 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 Series 2006 Bonds; and F. WHEREAS, the Bonds (as hereinafter defined) 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 SERIES 2006 BONDS Section 1.1 Determination of Public Purpose. This Board hereby determines and finds that the provision of the Project in the City would be of substantial public benefit to the residents of the City and would enhance 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, would assist 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 and other parties to the Agreement in providing the Project pursuant to the provisions of Minnesota Statutes, Sections 469.012, 469.041 and 471.59, to issue the Series 2006 Bonds in accordance with the provisions of Sections 469.034, 469.035 and 475.79, and to enter into the Lease -Purchase Agreement for the Project with the City in accordance with the provisions of Sections 465.71. Section 1.2 Sale and Award. To provide financing for the construction of the Project, this Board has determined to proceed with the issuance of the Series 2006 Bonds in accordance with the provisions of this resolution. This Board has received an offer to purchase the Series 2006 Bonds from Piper Jaffray Companies, in Minneapolis, Minnesota (the "Purchaser"), said offer being to purchase the Series 2006 Bonds at a price of $9,168,201.10 plus accrued interest to the day of delivery and payment, on the further terms and conditions hereinafter set forth. Said offer is hereby determined to be advantageous to the Authority and the residents of the City and the sale of the Series 2006 Bonds is hereby awarded to the Purchaser, and the Chair and Executive Director are hereby authorized and directed on behalf of the Authority to execute a contract for the sale of the Bonds in accordance with the terms of the bid. Section 1.3 Issuance of Bonds. For the purpose of paying the costs of the Project, this Board hereby authorizes the issuance of the Bonds in the aggregate principal amount of $9,230,000. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Board to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. Section 1.4 Terms of the Bonds. The Bonds shall be designated "Lease Revenue Bonds (Ice Arena Project), Series 2006." 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. 2 Section 1.5 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 1.6 Form of Bonds. The Bonds shall be printed in substantially the form set forth in Section 2.01 of the Indenture. Section 1.7 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 PROJECT COSTS; PAYMENT OF COSTS The Project 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 Project costs, and necessary financing expenses, will be available for this purpose when required, the Authority shall, on or before December 14, 2006, deposit or cause to be deposited with the City the sum of $8,472,844.84 from the proceeds of the Series 2006 Bonds. $8,399,004.84 of such moneys shall be deposited in the Construction Fund and $73,840 shall be applied by the City to pay costs of issuance of the Series 2006 Bonds. In addition, the Authority shall, on or before December 14, 2006, deposit or cause to be deposited with the Trustee the sum of $710,366.75 from the proceeds of the Series 2006 Bonds. $695,356.26 of such moneys shall be deposited in the Reserve Fund and $15,010.49 of such moneys shall be deposited in the Bond Fund. ARTICLE III APPROVAL OF SUBLEASE; LEASE -PURCHASE AGREEMENT; INDENTURE; AND MORTGAGE AND SECURITY AGREEMENT The forms of the Sublease Agreement, Lease -Purchase Agreement, Indenture, and Mortgage and Security Agreement 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. ARTICLE IV REGISTRATION OF BONDS The Secretary is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Dakota County, together with such additional information as required, and to obtain from the County Auditor a certificate that the Bonds have been duly entered upon the respective County Auditor's bond register. ARTICLE V 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 2 certificates, including any heretofore furnished, shall be deemed representations of the Authority as to the correctness of all statements contained therein. ARTICLE VI OFFICIAL STATEMENT A Preliminary Official Statement relating to the Bonds, prepared and delivered on behalf of the Authority by Springsted Incorporated, has been received and is hereby approved. Springsted Incorporated is hereby authorized on behalf of the Authority to prepare and distribute to the Purchaser a supplement to the Preliminary Official Statement, or a Final Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Act of 1934. Within seven business days from the date hereof, the Authority shall deliver to the Purchaser sufficient copies of the Official Statement and such supplement. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. ARTICLE VII TAX MATTERS Section 7.1 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 deposited in the Construction Fund established pursuant to the Indenture will be expended solely for the payment of the costs of the Project as set forth in the Indenture. Section 7.2 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 7.3 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 5 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. Section 7.4 Qualified Tax -Exempt Obligations. The Board 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 hereby finds that the reasonably anticipated amount of 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 during calendar year 2006 does not exceed $10,000,000. Section 7.5 Reimbursement. The Authority certifies that the proceeds of the Bonds will not be used by the Authority to reimburse itself for any expenditure with respect to the Project which the Authority paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to such prior expenditures, the Authority shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations; provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Project meeting the requirements of Section 1.150- 2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the Project as defined in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by Commissioner and, after fully discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 2 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 November 20, 2006 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: November 20, 2006 7 znv - Ru 0 -A Secretary