HomeMy WebLinkAbout02-062 R t
• CITY OF LAKEVILLE
RESOLUTION
Date A rill 2002 Resolution No. 02-62
Motion By Luick Seconded By Rieb
RESOLUTION AUTHORIZING THE EXECUTION OF A LEASE
AGREEMENT PROVIDING FOR THE CONSTRUCTION AND EQUIPPING
OF A NEW FIRE STATION AND THE LEASE THEREOF BY THE CITY,
AND APPROVING THE FORM OF A RESOLUTION AND AN OFFICIAL
STATEMENT
WHEREAS, the City of Lakeville (the "City") has determined that it is in the best
interests of the City and its residents to construct and equip a new fire station; and
WHEREAS, pursuant to Minnesota Statutes, Sections 465.71 and 471.64, the City is
authorized to enter into. leases of real and personal property, with an option to purchase, provided
that the City retains the right to cancel said lease-purchase contract at the end of any fiscal year
during its term; and,
WHEREAS, pursuant to said statutory authority, the City proposes to enter into a Lease
Agreement, dated as of April 15, 2002 (the "Lease"), with the Housing and Redevelopment
Authority of Lakeville, Minnesota (the "Authority"), as lessor, and the City, as lessee, pursuant
to which the Authority will. acquire, construct and equip a new fire station (herein, the "Building
and Equipment"), and the City will lease the Building and Equipment from the Authority; and,
WHEREAS, the Authority (a) authorized the sale of its approximately $2,930,000 Public
Facility Lease Revenue Bonds, Series 2002A (the "Bonds"), to finance the cost of acquiring,•
constructing and equipping the Building and Equipment pursuant to action of the Board of
Commissioners of the Authority on February 19, 2002 and (b) adopted a final resolution
awarding the sale of the Bonds in the principal amount of $2,535,000 on April 1, 2002 (the
"Bond Resolution);
WHEREAS, the Bond Resolution and a form of the Lease, to be dated April 15, 2002,
have been submitted to and reviewed by this Council.
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota as follows:.
1. The City hereby approves the form of the Lease and the Mayor and City Clerk are
authorized and directed to execute, attest and deliver the Lease on behalf of the City. All of the
provisions of the Lease, when executed and delivered as authorized herein, shall be deemed to be
• apart 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 Lease shall
be substantially in the form submitted to this Council with such necessary and appropriate
variations, omissions and insertions as permitted or required, or as the Mayor, in his discretion,
shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such
determination.
2. Under Section 148(f)(4)(D) of the Internal Revenue Code of 1986, as amended (the
Code), a political subdivision with general taxing powers may allocate a portion of its "small
issuer" exemption from the arbitrage rebate requirements of the Code to a "subordinate entity" if
certain conditions are met. The Authority is a "subordinate entity" to the City within the
meaning of Section 148(f)(4)(D) of the Code. In order to aid implementation of the project, the
City hereby irrevocably allocates to the Authority $2,535,000 of its $5,000,000 "small issuer"
exemption under Section 148(f) of the Code for 2002 in respect of the Bonds. This allocation is
reasonable since the City will receive all or substantially all of the benefits of the financing
provided by the Bonds. As a consequence of this allocation, the Bonds should be exempt from
the rebate requirements of Section 148(fJ of the Code.
3. The City Council hereby approves the form of the Official Statement, relating to the
Bonds (the "Official Statement"), a draft of which has been submitted to and received by this
Council, and hereby ratifies and confirms its use and distribution to potential purchasers of the
Bonds.
• 4. The City 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 (as defined in the Bond Resolution).
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 the Purchaser 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. §
240.15c2-12), 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 in equity 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
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to the extent permitted by law. 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
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 or 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, 2001, the following financial information and
operating data in respect of the City (the Disclosure Information):
(A) 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
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• 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
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)(1) 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
i conditions:
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(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(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), as the case maybe, or,
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
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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
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..
• (3) 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.
APPROVED AND ADOPTED this lst day of April, 2002.
CITY OF LAKEVILLE
w
By.
Robert D. John ,Mayor
TEST: ?
harlene Friedges, City erk
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