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HomeMy WebLinkAbout17-03• HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF LAKEVILLE, MINNESOTA Date Sqptember 18 2017 Motion By LaBeau RESOLUTION Resolution No. 17-03 Seconded By Wheeler RESOLUTION AUTHORIZING ISSUANCE AND AWARDING SALE, OF LEASE REVENUE LIQUOR ENTERPRISE REFUNDING BONDS, SERIES 2017A WHEREAS, the Housing and Redevelopment Authority of the City of Lakeville, Minnesota (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. WHEREAS, the City of Lakeville, Minnesota (the City) has heretofore issued its Liquor Revenue Bonds, Series 2007, dated May 1, 2007, in the aggregate original principal amount of $3,955,000 (the Series 2007 Bonds), to acquire certain real property and construct, furnish and equip a new liquor store thereon (the Project). WHEREAS, the Authority proposes to issue its Lease Revenue Liquor Enterprise Refunding Bonds, Series 2017A (the Bonds), for the purpose of refinancing the costs of the Project and refunding the Series 2007 Bonds. WHEREAS, upon issuance of the Bonds and defeasance of the Series 2007 Bonds, good and marketable title to the Project will be in the City, conveyed to the Authority and leased to the City with an option to purchase pursuant to a Lease -Purchase Agreement dated as of November 19 2017, between the City, as lessee, and the Authority, as lessor (the Lease). WHEREAS, the Board of Commissioners of the Authority (the Board) reasonably expects that the rentals to be received by the Authority from the City pursuant to the Lease will be sufficient to pay the debt service on the Bonds. 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 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: 4810-8377-070312 • ARTICLE I • SALE; REGISTRATION; EXECUTION AND DELIVERY OF BONDS Section 1.1 Authorization. This 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 Project 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 in accordance with the provisions of Sections 465.71 and 471.64. Bonds issued under this resolution and the Trust Indenture dated as of November 1, 2017 (the Indenture), between the Authority and U.S. Bank National Association, as trustee for the Bonds (the Trustee), 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 nor give rise to a pecuniary liability of the City or the Authority 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 City or the Authority, other than the revenues pledged to the payment of the Bonds under the Indenture. The obligation of the City created by the Lease in excess of $1,000,000 shall, as provided in Minnesota Statutes, Section 465.71, be included in the calculation of net debt of the City for purposes of Minnesota Statutes, Section 475.53, and such obligation does not cause the net debt of the City to exceed its debt limit. Section 1.2 Sale and Award; Parameters. To provide refinancing for the Project, 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 Robert W. Baird & Co. Incorporated (the Underwriter) pursuant to a Bond Purchase Agreement by and between the Authority and the Underwriter (the Bond Purchase Agreement). Any of the Chair or Executive Director of the Authority or the City Administrator of the City, are hereby authorized to approve the sale of the Bonds, on behalf of the Authority, in an aggregate principal amount not to exceed $2,700,000, and to execute the Bond Purchase Agreement, on behalf of the Authority, provided that the true interest cost of the Bonds to the Authority is less than or equal to 2.50% per annum. The Bonds shall be sold to the Underwriter in accordance with and upon the terms and conditions set forth in the Bond Purchase Agreement and this resolution. 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. Section 1.3 Terms and Form of the Bonds. The Bonds shall be designated "Lease Revenue Liquor Enterprise Refunding Bonds, Series 2017A." 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, and the terms of which are incorporated herein by reference as if fully set forth herein. The Bonds shall be printed in substantially the form set forth in the Indenture. 2 4810-8377-0703\2 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 the Indenture. Section 1.5 Continuing Disclosure. The City is an 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. In connection with the disclosure requirements of the City, the officers of the Authority are hereby authorized and directed to supply to the City such updated financial and other information relating to the Authority as may be required from time to time by the City so as to permit the City to comply with the terms of its continuing disclosure obligation with respect to the Bonds. ARTICLE II REFUNDING COSTS; PAYMENT OF COSTS The costs of refunding the Series 2007 Bonds 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) for application and deposit by the Trustee as set forth in the Indenture. ARTICLE III APPROVAL AND EXECUTION OF DOCUMENTS The forms of the Lease, Indenture and Bond Purchase 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 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 0 legality and marketability of the Bonds, as the same appear from the books and records in their 3 4810-8377-0703\2 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 Springsted Incorporated is hereby authorized and directed to prepare and distribute, on behalf of the Authority, a Preliminary Official Statement relating to the Bonds and a supplement to the Preliminary Official Statement, or a final Official Statement (together with the Preliminary Official Statement, the "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 the Bonds are sold, the Authority shall deliver to the purchaser sufficient copies of the Official Statement. The officers of the Authority are hereby authorized and directed to review such Official Statement and to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof, the execution of which shall constitute full approval of such. 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 refinancing the Project and refunding the Series 2007 Bonds 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 Samounts at such times as are required under Section 148(f) and applicable Regulations to 4 4810-8377-070312 preserve the exclusion of interest on the Bonds from gross income for federal income tax 40 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. • • The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Wheeler and, after fully discussion thereof and upon a vote being taken thereon, the following voted in favor thereof. Davis, Anderson, Wheeler, Hellier, LaBeau and the following voted against the same: NIA Whereupon said resolution was declared duly passed and adopted. 5 4814-8377-070312 • 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 September 18, 2017, 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: September 18, 2017 Secretary 4810-8377-070312