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HomeMy WebLinkAboutResolution - HRA 92-08 - Lease Revenue Bonds - City Hall Project - 12/15/1992 Commissioner Jessen introduced the following resolution and moved its adoption: RESOLUTION NO. 92-08 RESOLUTION RELATING TO $9, 760, 000 LEASE REVENUE BONDS (CITY HALL PROJECT) , SERIES 1992B AND $2,355, 000 TAXABLE LEASE REVENUE BONDS (CITY HALL PROJECT) ,SERIES 1992C; AUTHORIZING THE ISSUANCE, AWARDING THE SALE AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF AN INDENTURE OF TRUST AND A LEASE-PURCHASE AGREEMENT WHEREAS, the Authority is considering a project (the "Project") , to be undertaken pursuant to Minnesota Statutes, Section 469.012, Subdivision 1 (7) , consisting of the acquisition of certain real property (the "Land") in the City of Eden Prairie, Minnesota (the "City") and an existing building located thereon (the "Building") , a portion of which it will rehabilitate (the "Governmental Space") and lease and agree to sell to the City pursuant to and in accordance with a Series B Lease Agreement, dated as of December 1, 1992, between the Authority and the City (the "Series B Lease") for use as a city hall and City offices, with the City reserving the right to sublease a portion of the • Governmental Space to the Eden Prairie School District, and the remainder of which (the "Subleased Space") it will lease and agree to sell to the City pursuant to and in accordance with a Series C Lease Agreement, dated as of December 1, 1992, between the Authority and the City (the "Series C Lease"; the Series B Lease and the Series C Lease are referred to collectively herein as the "Leases") for sublease to certain private entities; WHEREAS, there is a need for providing the public facilities comprising the Project and it is desirable and in the best interest of the Authority to encourage and assist in the Project; and WHEREAS, it is proposed that the Authority issue its revenue bonds pursuant to Minnesota Statutes, Sections 469. 034 and 469.035, and Chapter 475, as amended, and pursuant to a Trust Indenture, dated as of December 1, 1992 (the "Indenture") , between the Authority and , as Trustee (the "Trustee") , to provide funds to finance the Project, and lease and agree to sell the Project so acquired and rehabilitated to the City pursuant to the Leases; WHEREAS, all bonds issued under the Indenture will be secured by a pledge and assignment of the Leases and of the revenues derived by the Authority from the Project, and the bonds and the interest thereon shall be payable solely from the revenues pledged thereto and no bonds shall constitute a debt of the Authority within the meaning of any constitutional or statutory . limitation nor shall the full faith, credit and taxing powers of the Authority.be pledged thereto; and WHEREAS, under the Leases, the City is to pay to the Authority sufficient money each year to pay the principal of, premium, if any, and interest on the bonds issued to finance the Project, and City is to provide the cost of maintaining the Project in good repair, the 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; and WHEREAS, on November 12, 1992, this Board authorized the issuance of such bonds and directed that an Official Statement be prepared to be used in the sale of the bonds; and WHEREAS, forms of the Leases and the Indenture and a form of the Official Statement, dated December 7, 1992, have been presented to this Board and are hereby ordered to be placed on file in the office of the Secretary. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "Authority") , as follows : Section 1 . This Board hereby finds that the Project is an undertaking of the Authority authorized under Section 469 . 012, Subdivision 1 (7)'. Section 2 . This Board acknowledges, finds, determines and declares that it is in the best interests of the Authority to finance the Project by the acquisition and rehabilitation thereof by the Authority and lease thereof to the City since the Project will provide needed public facilities . Section 3 . For the purpose of paying certain of the costs of the acquisition and rehabilitation of the Project, there is hereby authorized the issuance of Lease Revenue Bonds (City Hall Project) , Series 1992B of the Authority in the aggregate principal amount of $9, 760, 000 (the "Series 1992B Bonds") and Taxable Lease Revenue Bonds (City Hall Project) , Series 1992C of the Authority in the aggregate principal amount of $2, 355, 000 (the "Series 1992C Bonds, " together with the Series 1992B Bonds, the "Bonds") . The Bonds shall be issued in fully registered form, shall be in such denominations, shall be payable on the dates and in the principal amounts and shall be payable from the sources and in the manner provided in the Indenture. The Bonds shall bear interest at the rates set forth in Section 7 . This Board hereby authorizes and directs the Chairman to execute and the Secretary to attest under the corporate seal of the Authority the Indenture -2- in the name and on behalf of the Authority and to deliver to the . Trustee the Indenture, and does hereby authorize and direct the execution 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 on file in the office of the Secretary with such necessary and appropriate variations, omissions and insertions as the Chairman shall determine to be necessary or appropriate, and the execution thereof by the Chairman shall be conclusive evidence of such determination. Section 4 . The Chairman and the Secretary are hereby authorized and directed to execute and deliver the Leases in the name and on behalf of the Authority. All of the provisions of the Leases, when executed and delivered 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 Leases shall be substantially in the form on file in the office of the Secretary, with such necessary and appropriate variations, omissions and insertions as the Chairman shall determine to be necessary or appropriate, and the execution thereof by the Chairman shall be conclusive evidence of such determination. . Section 5 . No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Bonds or the Leases 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 6 . 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 Leases for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Indenture, the Leases 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 7 . Pursuant to the action of this Board on November 12, 1992, Springsted Incorporated, as financial advisors to the Authority, have prepared a forms of Terms of Proposal for the purpose of soliciting bids on the Bonds. Such forms of Terms of Proposal are hereby ratified and confirmed. The Authority has -3 received and opened bids for the Bonds and has publicly considered the bids received. The bids received are summarized in the bidding summary attached hereto. It is hereby found and determined that the most favorable of said bids for the Series 1992B Bonds is that submitted by , of , , and associates (the "Series 1992B Purchaser") , to purchase the Series 1992B Bonds at a price of $ , plus accrued interest to the date of closing, the Series 1992B Bonds maturing in the following years to mature in the principal amounts and to bear interest at the designated rates set forth below opposite such years, respectively: Principal Interest Principal Interest Maturity Amounts Rate Maturity Amounts Rate 1994 $125, 000 2004 $530,000 1995 165, 000 2005 545, 000 1996 170, 000 2006 585, 000 1997 205, 000 2007 625, 000 1998 240, 000 2008 660,000 1999 280, 000 2009 705, 000 2000 320, 000 2010 755, 000 2001 370, 000 2011 810, 000 2002 415, 000 2012 865,000 • 2003 470, 000 2013 920, 000 Said offer is hereby accepted and the Chairman and the Secretary are hereby authorized and directed to execute a contract on the part of the Authority for the sale of the Series 1992B Bonds to the Series 1992B Purchaser. It is hereby found and determined that the most favorable of said bids for the Series 1992C Bonds is that submitted by , of , , and associates (the "Series 1992C Purchaser") , to purchase the Series 1992C Bonds at a price of $ , plus accrued interest to the date of closing, the Series 1992C Bonds maturing in the following years to mature in the principal amounts and to bear interest at the designated rates set forth below opposite such years, respectively: Principal Interest Principal Interest Maturity Amounts Rate Maturity moon _ Rate 1994 $170, 000 1998 $340, 000 1995 245, 000 1999 380, 000 1996 265,000 2000 645,000 1997 310, 000 -4- Said offer is hereby accepted and the Chairman and the Secretary are hereby authorized and directed to execute a contract on the part of the Authority for the sale of the Series 1992C Bonds to the Series 1992C Purchaser. Section 8 . The Official Statement relating to the Series 1992B Bonds prepared and distributed on behalf of the Authority by Springsted Incorporated is hereby approved and the determination of the Secretary that the Official Statement has been deemed final for purposes of SEC Rule 15c2-12 (b) (1) is hereby ratified and confirmed. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement and to deliver to the Purchaser within seven business days after the date of adoption of this resolution copies of the Official Statement in accordance with the Terms of Proposal, supplemented so as to contain the terms of the Bonds as set forth in this resolution and the reoffering and other information provided by the Purchaser for inclusion in the Official Statement . The Private Placement Memorandum relating to the Series 1992C Bonds prepared and distributed on behalf of the Authority by Springsted Incorporated is hereby approved. Section 9 . Arbitrage Rebate. The Authority acknowledges that the Series 1992B 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) (3) of the Code, unless it is determined that the expenditure of the original proceeds of the Bonds meets one or more of the "spending exceptions" set forth in Section 148 (f) (4) of the Code and no "gross proceeds" of the Series 1992B Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. In furtherance of the foregoing, the Chairman and the Secretary are hereby authorized and directed to execute an Arbitrage and Rebate Certificate, in the form prepared by Bond Counsel . Section 10. This resolution shall be in full force and effect from and after its passage. -5- Adopted by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, this 15th day of December, 1992 . J Vice Chairman Attest: Secretary i _6_