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01-02 HRA Resolution . . . Resolution 01-02 March 13, 2001 Commissioner Anderson introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $3,690,000 LEASE REVENUE BONDS SERIES 2001 (INDEPENDENT SCHOOL DISTRICT 270 LEASE PROJECT); AWARDING THE SALE AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE WHEREAS, the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota (the "Authority") is a body corporate and politic duly created and existing under the laws of Minnesota; and WHEREAS, to facilitate redevelopment within the Golden Hills Redevelopment Project Area, and as authorized by Sections 469.034 and 469.035, and Chapter 475, Minnesota Statutes, the Authority has agreed to issue its revenue bonds to finance, along with certain other available funds of the Authority, the acquisition of certain real estate (the "Land") and the construction thereon of an approximately 24,000 square foot recreational facility (the "Building" and, collectively with the Land, the "Project") and to lease the Project to Independent School District No. 270 (the "District") pursuant to and in accordance with a Lease between the Authority and the District (the "Lease") heretofore approved by the Authority pursuant to Resolution 00-08, adopted by the Authority on November 14, 2000, which Lease requires the District to make rental payments in -amounts and at times sufficient to pay the principal of, premium, if any, on and interest on the revenue bonds when due; and WHEREAS, the Authority has authorized its financial advisor to solicit bids for the purchase of revenue bonds in the aggregate principal amount of $3,690,000 (subject to increase or decrease in accordance with the bidding terms furnished to prospective purchasers), said revenue bonds to be designated "Lease Revenue Bonds, Series 2001 (Independent School District 270 Lease Project)" (the "Bonds"); and WHEREAS, the Bonds are proposed to be issued pursuant to the terms and provisions of a Trust Indenture, to be dated as of April 1, 2001 (the "Indenture"), and entered into between the Authority and U.S. Bank Trust National Association, as trustee (the "Trustee"), a form of which has been furnished to this Board. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority, as follows: Section 1. Sale. By resolution duly adopted February 13, 2001, the Authority called for the sale of the Bonds and authorized Springsted . . . Resolution 01-02 (Con't.) March 13, 2001 Incorporated, financial consultants to the Authority, to solicit bids for the purchase of said Bonds, to be considered at this meeting, in accordance with the Terms of Proposal approved by said resolution. Pursuant to the Official Statement prepared by Springsted Incorporated and staff of the Authority, and the Terms of Proposal for the Bonds, _ sealed bids for the purchase of the Bonds were received at or prior to the time specified in the Terms of Proposal for opening bids. The bids have been publicly opened, read and considered, and the purchase price, interest rates and net interest cost under the terms of each bid have been determined. The most favorable bid received is that of of , , and associates (the "Purchaser"), to purchase the Bonds in the aggregate principal amount of $ at a price of $ plus accrued interest on all Bonds to the day of delivery and payment, on the terms and conditions set forth in the Terms of Proposal. The offer is hereby accepted, and the Chair and Director are hereby authorized and directed to execute a contract on the part of the Authority for the sale of the Bonds with the Purchaser. Section 2. Issuance of Bonds; Execution of Indenture. For the purpose of paying the costs of the acquisition, construction and furnishing of the Project, the Bonds in the principal amount of $ are hereby authorized to be issued. The Bonds shall be issued in fully reg istered form , shall be in such denominations, shall be payable on the dates and in the principal amounts, shall bear interest at the rates and shall be payable from the sources and in the manner provided in the Indenture. This Board hereby authorizes and directs the Chair and Director to execute and deliver Indenture to the Trustee, and further authorizes and directs the execution and delivery of the Bonds in accordance with the provisions of the Indenture. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein. The Indenture shall be substantially in the form heretofore placed on file with the Board with such necessary and appropriate variations, omissions and insertions as the Chair and Executive Director, in their discretion, shall determine upon consultation with counsel to the Authority, and the execution thereof by the Chair and Executive Director shall be conclusive evidence of such determination. Section 3. Limited Liability. The Bonds shall be special, limited obligations of the Authority payable solely from the Trust Estate (as defined in the Indenture). The Bonds shall not constitute an indebtedness of the Authority within the meaning of any state constitutional provision or statutory limitation, nor give rise to a charge against the general credit or properties or taxing powers of the Authority, and do not grant to the owners thereof any right to have the Authority . . . Resolution 01-02 (Con't.) March 13, 2001 levy any taxes or appropriate any general funds for the payment of the principal thereof or interest thereon. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Bonds or the Lease shall be deemed to be a covenant, stipulation, obligation or agreement of any member of this Board or any officer, agent or employee of the Authority in that person's individual capacity, and neither this Board nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 4. Further Acts. The officers of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Indenture and the Lease for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Indenture, the Lease and this resolution, including the execution and delivery of such closing certificates, arbitrage certifications and similar documents as may be required by bond counsel in connection with the issuance and delivery of the Bonds. Section 5. Official Statement. The Official Statement relating to the Bonds, dated February 27, 2001, prepared and delivered on behalf of the Authority by Springsted Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the Authority to prepare and distribute to the Purchaser a supplement to 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 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. Section 6. Tax Matters. 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 deposited in the Project Fund established pursuant to the Indenture will be expended solely for the payment of the costs of the Project. So long as any Bonds are outstanding, the Authority shall not enter into any into any sales . Resolution 01-02 (Con't.) March 13, 2001 contract, lease, management contract, use agreement or other agreement with any non-governmental person relating to the use of all or a portion of the Project or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. . 6.2. Arbitraoe Certification. The Chair and 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. 6.3. Arbitraoe 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 said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. 6.4. Qualified Tax-Exempt Oblioations. 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 2001, the Bonds are hereby designated by the Authority as "qualified tax-exempt obligations" for the purposes of Section 265(b) of the Code. . Section 7. Continuina 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. S 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 Authority hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. Independent School District No. 270, Minnesota (the District) 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 . Resolution 01-02 (Con't.) March 13, 2001 . made. If the Authority 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 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 inform 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 Authority will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the Authority (which may be the District), the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the District, commencing with the fiscal year ending June 30, 2001, the following financial information and operating data in respect of the District (the Disclosure Information): (A) the audited financial statements of the District 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 District, 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 District, 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 District; and . . Resolution 01-02 (Con't.) March 13, 2001 (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: District Property Values; District Indebtedness; and District Tax Rates, Levies and Collections. . Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the Authority 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 Authority shall provide the audited financial statements. Any or all of the Disclosure Information may be 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 Authority 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 District have materially changed or been discontinued, such Disclosure Information need no longer be provided if the Authority includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other District operations in respect of which data is not included in the Disclosure Information and the Authority 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 Authority 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; . . Resolution 01-02 (Con't.) March 13,2001 (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 Authority 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 Authority under subsection (d)(2); (C) the termination of the obligations of the Authority 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 District. (c) Manner of Disclosure. The Authority agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: . . Resolution 01-02 (Con't.) March 13, 2001 (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 Authority 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 may be, 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 Authority in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the Authority under this section shall terminate and be without further effect as of any date on which the Authority 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 Authority 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) may be amended or supplemented by the Authority 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 Board filed in the office of the recording officer of the Authority accompanied by an opinion of Bond Counsel, who may rely on certificates of the Authority and others and the opinion may be 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 Authority or the District or the type of operations conducted by the Authority or the District, or (b) . . . . Resolution 01-02 March 13, 2001 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 atthe 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 Authority 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. c ATTEST: Motion for t a option of the foregoing resolution was seconded by Gommissione akken; and upon a vote taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, LeSuer; the following was absent: Micks; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted, signed by the Chair and her signature attested by the Director.