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16-05 - 09-06 - Lease Revenue Bond Resolution 16-05 September 6, 2016 Commissioner Harris introduced the following resolution and moved its adoption: RESOLUTION RELATING TO LEASE REVENUE BONDS; AUTHORIZING THE ISSUANCE, ESTABLISHING SALE PARAMETERS, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT THEREOF WHEREAS, the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota (the "Authority") is authorized by Minnesota Statutes, Section 469.012, subdivision 1(h), to undertake redevelopment projects; and WHEREAS, the Authority is authorized by said section and Section 471.64 to make any of its land in a redevelopment project available for use by public agencies by sale, lease or otherwise; and WHEREAS, the City of Golden Valley, Minnesota (the "City") and the Authority have determined that it is in the best interests of the City and its residents to provide for the redevelopment of certain land in the City and the construction of a new community center facility (the "Project"); and WHEREAS, the City has agreed is to convey its interest in the real property comprising the Project to the Authority and the Authority has agreed to issue its lease revenue bonds (the "Bonds") pursuant to Minnesota Statutes, Section 469.033, for the purpose of financing all or a portion of the costs of the Project; and WHEREAS, the City will lease-purchase the Project back from the Authority, as improved, pursuant to Minnesota Statutes, Section 465.71, in exchange for rental payments; and WHEREAS, the Bonds will be payable from such rental payments received by the Authority from the City. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners (the "Board") of the, as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. Pursuant to the foregoing authority, the Authority has the power to lease the land comprising the Project pursuant to a Ground Lease between the City, as lessor, and the Authority, as lessee (the "Ground Lease"), issue the Bonds in one or more taxable or tax-exempt series to provide the funds necessary for the construction of the Project, construct the improvements comprising the Project, and lease the Project to the City pursuant to a Lease-Purchase Agreement between the Authority, as lessor, and the City, as lessee (the "Lease"). The Bonds will be issued under this resolution and a Trust Indenture between the Authority and U.S. Bank National Association (the "Indenture") and principal and interest on the Bonds will be payable and secured solely by rental payments to be made by the City pursuant to the Lease and pledged therefor under the Indenture and funds held by the Trustee under the Indenture. The Bonds shall not constitute or give rise to a pecuniary liability of the Authority or the City or a charge against their general credit or Resolution 16-05 — continued September 6, 2019 taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority or the City, other than the revenues pledged to the payment of the Bonds under the Indenture. 1.02. Sale of Bonds. The Authority has retained Springsted Incorporated ("Springsted"), an independent municipal advisor, to assist the Authority in connection with a negotiated sale of the Bonds. Pursuant to the resolution of the Authority dated April 12, 2016, the Authority has selected Robert W. Baird & Co. Incorporated as underwriter for the Bonds (the "Underwriter"). In consultation with Springsted, the Chair and Authority Director of the Authority, or their authorized designees, are hereby authorized to approve the sale of the Bonds to the Underwriter and execute a contract on the part of the Authority for the sale of the Bonds prior to December 31, 2016, in an amount not to exceed $18,500,000.00, provided the true interest costs for the Bonds so sold does not exceed 3.50% per annum. SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. For the purpose of(i) paying costs of the Project, and (ii) paying costs of issuance of the Bonds, the Board hereby authorizes the issuance of the Bonds. The sale and issuance of the Bonds shall be conclusive evidence of and shall constitute full approval of such Bonds. 2.02. Terms of the Bonds. The Bonds shall be designated "Lease Revenue Bonds (Community Center Project), Series 2016." 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 set forth in Articles II and III of the Indenture. 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 the Indenture. 2.04. Form of Bonds. The Bonds shall be printed in substantially the form set forth in the Indenture.SECTION 3. APPROVAL OF GROUND LEASE, LEASE AND INDENTURE. The forms of the Ground Lease, Lease and Indenture (the "Documents") attached as exhibits hereto are hereby approved. The Chair and Authority Director, or their authorized designees, are hereby authorized and directed to execute and deliver the Documents and such other documents which are required to accomplish the issuance of the Bonds in the name of and on behalf of the Authority with such variations, omissions, deletions and insertions as the Chair and Authority Director, or their authorized designees, shall approve, which approval shall be conclusively presumed by the execution and delivery of the Documents. SECTION 4. RENTAL PAYMENTS. 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 make rental payments to the Authority sufficient 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 Project in good repair, the Resolution 16-05 — continued September 6, 2019 cost of keeping the Project properly insured, and any payments required for taxes and any expenses incurred by the Authority in connection with the Project. SECTION 5. AUTHENTICATION OF TRANSCRIPT. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Underwriter, 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. Springsted and/or the Underwriter are 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. SECTION 7. TAX MATTERS. 7.01 General Tax Covenant. The Authority agrees with the owners 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 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 Project financed by such Bonds 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 Project financed by such Bonds or security for the payment of such Bonds which might cause such Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 7.02 Certification. The Chair and Authority 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 Resolution 16-05 — continued September 6, 2019 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 Rebate. The Authority acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Authority 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 such Bonds from gross income for federal income tax purposes. 7.04 Reimbursement. T he 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 Project which the Authority paid or will have paid more than 60 days prior to the issuance of the Bonds, except to the extent the Authority has complied with the provisions of Section 1.150-2 of the Regulations by declaring its official intent to do so. SECTION 8 AUTHORIZATION OF PAYMENT OF CERTAIN COSTS OF ISSUANCE. The Authority authorizes the Trustee to pay costs of issuance of the Bonds as set forth in the Indenture. Steven T. Schmidgall, Chair ATTES : Timothy J. Cruikshank, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner Clausen, upon a vote being taken thereon, the following voted in favor thereof: Clausen, Fonnest, Harris, Schmidgall and Snope, and the following voted against the same: none whereupon said resolution was declared duly passed and adopted, signed by the Chair and the signature attested by the Executive Director.