Loading...
HomeMy WebLinkAbout02-03HOUSING AND REDEVELOPMENT AUTHORITY OF LAKEVILLE, MINNESOTA RESOLUTION Date April 1, 2002 Resolution No. 02-3 Motion By Robert D. Johnson Seconded By David Luick RESOLUTION RELATING TO PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2002A; AUTHORIZING THE ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT THEREOF; AND AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT AND INDENTURE BE IT RESOLVED by the Board of Commissioners (the "Board") of the Housing and Redevelopment Authority of Lakeville, Minnesota (the "Authority"), as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. The City of Lakeville, Minnesota (the "City") desires to provide for the construction and equipping of a new fire station and has determined that the most efficient way to do so is to lease -purchase the facilities and equipment pursuant to the authority granted by Minnesota Statutes, Section 471.64. Acting pursuant to the provisions of Minnesota Statutes, Section 469.012, subdivision 1(7), the Authority would have the power to acquire real and personal property, by lease or otherwise, and construct the proposed facilities and acquire the proposed equipment for lease to the City. Pursuant to Minnesota Statutes, Section 469.033, and Chapter 475, the Authority would further have the power to issue revenue bonds to provide the funds necessary for the acquisition, construction and furnishing of the facilities and equipment. Pursuant to the foregoing authority, the Authority proposes to undertake the acquisition, construction and equipping of a new fire station as more fully described in the plans and specifications therefor (herein the 'Building and Equipment") and to finance the cost thereof by the issuance of its revenue bonds (the "Bonds") under this Resolution and a Trust Indenture, to be dated as of April 15, 2002 (the "Indenture"), between the Authority and U.S. Bank National Association, in St. Paul, Minnesota, as trustee (the "Trustee"). The Authority proposes to lease the Building and Equipment to the City pursuant to a Lease Agreement, to be dated as of April 15, 2002 (the "Lease"), between the Authority, as lessor, and the City, as lessee. All bonds issued under this Resolution and the Indenture will be secured solely by rental payments to be made by the City pursuant to the Lease, and funds held by the Trustee under the Indenture, and said bonds and the interest on said bonds shall be payable solely from the revenue pledged therefor under the Indenture and no such bonds shall constitute a debt of the Authority or the City within the meaning of any constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the Authority or City or a charge against their general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority or City, other than the revenues pledged to the payment of the bonds under the Indenture. Under the Lease, and subject to the right of termination by the City at the end of each fiscal year of the City as provided in 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 under this Resolution and the Indenture, and the City is to provide the cost of maintaining the Building and Equipment in good repair, the cost of keeping the Building and Equipment properly insured, and any payments required for taxes and any expenses incurred by the Authority in connection with the Building and Equipment. 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the Authority by Springsted Incorporated, four (4) sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined as shown in Exhibit I. The most favorable proposal received is that of U.S. Bancorp Piper Jaffray, Inc., in Minneapolis, Minnesota (the Purchaser), to purchase the Bonds at a price of $2,496,975.00 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Chair and Secretary are hereby authorized and directed on behalf of the Authority to execute a contract for the sale of the Bonds with the Purchaser in accordance with the Terms of Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the Authority until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. For the purpose of paying the costs of the acquisition, construction and furnishing of the Building and Equipment, this Board hereby authorizes the issuance of the Bonds in the aggregate principal amount of $2,535,000. 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. 2.02. Terms of the Bonds. The Bonds shall be designated "Public Facility Lease Revenue Bonds, Series 2002A. 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 2.03. 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. 2.04. Form of Bonds. The Bonds shall be printed in substantially the form set forth in Section 2.01 of the Indenture. SECTION 3. APPROVAL OF LEASE AGREEMENT, INDENTURE. The form of the Lease Agreement and the Indenture, are hereby approved. The Chair and Secretary 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 Secretary shall approve, which approval shall be conclusively presumed by the execution and delivery of said documents by the Chair and Secretary. SECTION 4. REGISTRATION OF BONDS. The Secretary is hereby authorized and directed to file a certified copy of this resolution with the Public Service and Revenue Division of Dakota County, together with such additional information as required, and to obtain from the Division Director a certificate that the Bonds have been duly entered upon the Division Director's bond register. SECTION 5. 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. SECTION 6. 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. 3 SECTION 7. TAX MATTERS. 7.01. 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 Building and Equipment as set forth in the Indenture. So long as any Bonds are outstanding, the Authority shall not enter into any contract for the sale of all or a portion of the Building and Equipment or enter into any lease, management contract, use agreement or other agreement with any non-governmental person relating to the use of all or a portion of the Building and Equipment or security for the payment of the Bonds, except to the extent permitted by Section 8.1 of the Indenture, which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 7.02. Certification. The Chair and Secretary, 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. 7.03. Arbitrage Covenants; Arbitrage Rebate. No portion of the gross proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued; (2) as part of a bona fide debt service fund as defined in Section 1.148-1(b) of the Income Tax Regulations (the "Regulations"); and (3) in addition to the above, in a "minor portion" amount not greater than five percent (5%) of the proceeds of the Bonds ($100,000). The City pursuant to a resolution adopted by its City Council on April 1, 2002 irrevocably allocated to the Authority $2,535,000 of its "small issuer" exemption under Section 148(f)(4)(D) of the Code in 2002 for the Bonds. Based on that allocation, the Authority hereby represents that the Bonds qualify for the exception for small governmental units to the arbitrage rebate provisions contained in Section 148(f) of the Code. Specifically, the Authority represents: (1) Substantially all (not less than 95%) of the net proceeds of the Bonds are to be used for local governmental activities of the Authority or the City. (2) The aggregate face amount of all "tax-exempt bonds" (including warrants, contracts, leases and other indebtedness, but excluding private activity bonds and current refunding bonds) issued by or on behalf of the City, the Authority and all 4 subordinate entities thereof during 2002 is not reasonably expected to exceed $5,000,000. If notwithstanding the provisions of the immediately preceding paragraph, the arbitrage rebate provisions of Section 148(f) of the Code apply to the Bonds, the Authority hereby covenants and agrees to make the determinations, retain records and rebate to the United States the amounts at the times and in the manner required by said Section 148(f) and applicable Regulations. 7.04 Qualified Tax -Exempt Obligations. 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 2002, the Bonds are hereby designated by the Authority as "qualified tax-exempt obligations" for the purposes of Section 265(b) of the Code. 7.05. 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 Building and Equipment 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 Building and Equipment meeting the requirements of Section 1.150-2(f)(1) of the Regulations, -or (ii) with respect to "preliminary expenditures" for the Building and Equipment 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. BE IT FINALLY RESOLVED that this resolution shall be in full force and effect from and after its passage and that a certified copy hereof be provided to the City. APPROVED AND ADOPTED this I" day of April, 2002. ATTEST: C , 2 �U- kLV_4,,4, Sec etary 5 HOUSING AND REDEVELOPMENT AUTHORITY OF LAKEVILLE, MINNESOTA By: 44,404tr A 2tz_./4& Lyne'ttl Mulvihill, Chair