HomeMy WebLinkAbout06-191 CITY COUNCIL OF THE CITY OF LAKEVILLE, MINNESOTA
RESOLUTION o6- l g i
RESOLUTION AUTHORIZING THE EXECUTION OF A SUBLEASE AGREEMENT,
A LEASE-PURCHASE AGREEMENT, AN INDENTURE AND A MORTGAGE AND
SECURITY AGREEMENT, PROVIDING FOR AN ICE ARENA FACILITY AND THE
LEASE THEREOF BY THE CITY AND APPROVING THE FORM OF A
RESOLUTION AND A PRELIMINARY OFFICIAL STATEMENT
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the "City"), as
follows:
WHEREAS, the City has determined that it is in the best interests of the City and its
residents to construct and equip an ice arena facility in the City (the "Project"); and
WHEREAS, as authorized by Minnesota Statutes, Section 469.033 and Chapter 475, as
amended, the Housing and Redevelopment Authority of the City of Lakeville, Minnesota (the
"Authority") will issue its Lease Revenue Bonds (Ice Arena Project),. Series 2006, in the
• principal amount of $9,230,000 to finance the cost of the Project pursuant to a resolution to be
adoptedby the Board of Commissioners of the Authority on November 20,.2006 (the "Bond
Resolution") and a Trust Indenture, to be dated as of December 1, 2006 (the "Indenture") and a
Mortgage and Security Agreement, to be dated as of December 1, 2006 (the "Mortgage"),
between the Authority and U.S. Bank National Association, in St. Paul, Minnesota, as trustee;
and
WHEREAS, puusuant to Minnesota Statutes, Chapters 465, 469, 471 and Chapter 475, as
amended, the City will lease the Project from the Authority pursuant to and in accordance with a
Lease-Purchase Agreement, dated as of December 1, 2006 (the "Lease") pursuant to which the
Authority will construct and equip. the Project; and
WHEREAS, the City will enter into a Sublease Agreement, dated as of December 1,
2006 (the "Sublease"), with Lakeville Areas, a Minnesota Joint Powers Entity; and
WHEREAS, the obligation created by the Lease, in an amount equal to $9,230,000 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; and
WHEREAS, farms of the Sublease, the Lease, the Indenture, the Mortgage, and the Bond
Resolution have been submitted to and reviewed by this City Council
•
• BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LAKEVILLE,
MINNESOTA as follows:
L 'The City Council hereby approves the. forms of the Sublease, the Lease, the
Indenture, the Mortgage, and the Bond Resolution. and the Mayor and City Clerk are authorized
and directed to execute, attest and deliver the Sublease and the Lease on behalf of the City. All
of the provisions of the Sublease and the Lease, when executed and delivered as authorized
herein, shall be deemed to he a part of this resolution as fully and to the same extent as if
incorporated verbatim herein and shall be in full force and effect from the date of execution and
delivery thereof. The Sublease and the Lease shall be substantially in the forms submitted to this
City Council with such necessary and appropriate variations, omissions and insertions as
permitted or required, or as the Mayor, in the Mayor's discretion, shall determine, and the
execution thereof by the Mayor shall be conclusive evidence of such determination.
2. The City Council hereby approves the form of the Preliminary Official Statement
relating to the Bonds (the "Preliminary Official Statement"), a draft of which has been submitted
to and receivedby this Council, and hereby ratifies and confirms its use and distribution to
potential purchasers of the Bonds..
3. The City Council hereby approves the terms of the Bond Resolution and the sale
of the Bonds pursuant thereto, and approves the terms of the Bonds as set forth in said Bond
Resolution and the Indenture.
BE IT FURTHER RESOLVED AS FOLLOWS:
Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of
certain .information relating to the Bonds and the security therefor and to permit thepurchaser of
the Bonds and other participating underwriters in the primary offering of the Bonds to comply
with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act
of 1934 (17 C.F.R. § 24Q.15c2-12), relating. to continuing disclosure (as in effect and interpreted
from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby
makes the. following covenants and agreements for the benefit of the Owners (as hereinafter
defined) from time to time of the Outstanding Bonds. The City is the only obligated person in
respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in
respect of which continuing disclosure must be made. The City has complied in all material
respects with any undertaking previously entered into by it under the Rule. If the City fails to
comply with any provisions of this section, any person aggrieved thereby, including the Owners
of any Outstanding Bonds, may take whatever action at law or inequity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any default hereunder
to the extent permitted bylaw. Notwithstanding anything to the contrary contained herein, in no
event shall a default under this section constitute a default under the Bonds or :under any other
• provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
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. Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a
Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons ar entities holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of the
Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2006, the fallowing financial information and
operating data in respect of the City (the Disclosure Information):
(Aj the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and .cash flows for the fiscal. year then ended, showing
in comparative form such. figures for the preceding fiscal year of the City,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
• Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
City, noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the official Statement under headings: City
Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information maybe incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been submitted
to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the
document incorporated by reference is a final official statement, it must be available from the
• Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
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Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued,. such Disclosure Information need no longer be provided if the
.City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from
and after such determination, the Disclosure Information shall include such additional specified
data regarding the replacement operations. If the Disclosure Information is changed or this
section is amended as permitted by this paragraph (b}(I} or subsection (d}, then the City shall
include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an
explanation of the reasons for the amendment and the effect of any change in the type of
financial information or operating data provided.
(2) In a timely manner, notice of the occurrence of any of the following events which is
a Material Fact (as hereinafter defined):
(A} Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled. draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G} Modifications to rights of security holders;.
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
and
(K} Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
investor from the Official. Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event
that would be deemed material for purposes of the purchase, holding or sale of a Bond within the
meaning of applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
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(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) .any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described in
subsection (b} to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph (1) of subsection (b), to each then nationally
recognized municipal securities information repository under the Rule and to any
state information depository then designated or operated by the State of Minnesota
as contemplated by the Rule (the State Depository), if any;
(2} the information described in paragraphs (2) and (3) of subsection (b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the. information described in subsection (b), to any rating. agency then maintaining a
rating of the Bonds at the request. of the City and, at the expense of such Bondowner,
to any Bondowner who requests in writing such information, at the time of
transmission under paragraphs (1} or (2) of this subsection (c), asthe case maybe,
ar, if such information is transmitted with a subsequent time of release, at the time
such information is to be released.
(d) Term; Amendments; Interpretation.
(1} The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate. and be without further effect as of any
:date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information} maybe
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer of the City
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accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion maybe subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better .complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was. in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the. Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(2) This section is entered into to comply with the continuing disclosure provisions of the
Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of
.the Rule.
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 Authority.
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Wulff and, after full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof: Bellows, Wulff, Rieb, Luick, Johnson
and the following voted against the same: (none)
Whereupon said resolution was declared duly passed and adopted.
APPROVED AND ADOPTED by the Lakeville City Council this 20th day of
November, 2006.
CITY OF LAKEVILL
C
Robert. D. Jo son, Mayor
ATTEST:
arlene Friedges, Ci lerk
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CITY OF LAKEVILLE, MINNESOTA
The undersigned, being the duly appointed, qualified and acting City Clerk 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 City Council of said City at .its meeting duly called
.and held an 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
City Clerk
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