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HomeMy WebLinkAboutResolution No. 054-20 D1 - Approving EDA Parameters Awarding Sale and Directions for Lease Revenue Bonds Series 2020A EDA RESOLUTION NO. ______ COUNCIL RESOLUTION NO. ______ ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY COUNTY OF OLMSTED STATE OF MINNESOTA RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF, LEASE REVENUE BONDS (CITY OF ROCHESTER, MINNESOTA LEASE OBLIGATION), SERIES 2020A BE IT RESOLVED by the Board of Commissioners (the “Board”) of the Rochester Economic Development Authority (the “EDA”), as follows: Section 1. Recitals. 1.01. The City of Rochester, Minnesota (the “City”) is authorized by Minnesota Statutes, Section 465.71, as amended, to acquire real and personal property under lease-purchase agreements. 1.02. The EDA is authorized by Minnesota Statutes, Sections 469.001 to 469.047 and 469.090 to 469.1082, and Chapter 475, as amended (collectively, the “Act”), and specifically Sections 469.034, 469.035, and 469.103 thereof, to issue revenue bonds for any of its corporate purposes and to pledge thereto income and revenues of the EDA, and pursuant to Minnesota Statutes, Sections 469.091, Subdivision 1, the EDA has the powers of a housing and redevelopment authority under Minnesota Statutes, Sections 469.001 to 469.047. 1.03. Pursuant to the Act, the EDA has formed Economic Development District No. 75 (the “Development District”) and has adopted an Economic Development Plan (the “Development Plan”) for the Development District which sets forth development objectives for the Development District. A major objective of the Development District is to foster the development of adequate public facilities necessary to serve the Development District and the City as a whole. 1.04. The City has acquired certain property legally described on Exhibit A attached hereto (the “Property”) located in the EDA’s Development District. 1.05. The City and the EDA propose that pursuant to a Ground Lease dated as of March 1, 2020 (the “Ground Lease”), the EDA will acquire a leasehold interest in the Property (the “Leased Premises”) from the City, and the EDA will lease such Leased Premises, together with the buildings, structures or improvements now or hereafter located thereon (consisting of the Site and the Facilities as defined therein), to the City pursuant to a Lease-Purchase Agreement dated as of March 1, 2020 (the “Lease”). 1.06. Pursuant to a Trust Indenture dated as of March 1, 2020 (the “Indenture”), between the EDA and U.S. Bank National Association, as trustee (the “Trustee”), the EDA will issue its Lease Revenue Bonds (City of Rochester, Minnesota Lease Obligation), Series 2020A (the “Series 2020A Bonds”) in an approximate aggregate principal amount not to exceed $22,500,000. 1.07. Under the Indenture, proceeds of the Series 2020A Bonds will be used to pay costs of acquisition, construction and equipping of the City’s police station and development services A-1 632561v3RC110-102 center facility to be referred to as the North Station and Development Services and Infrastructure Center (the “Facilities”) and the Series 2020A Bonds will be secured by and payable from the lease payments under the Lease (the “Lease Payments”). 1.08. Forms of the Ground Lease, the Lease, the Indenture and the Official Statement for the Series 2020A Bonds and a Continuing Disclosure Certificate of the EDA and the City dated on or after March 1, 2020 (the “Continuing Disclosure Certificate”) have been prepared and submitted to the EDA and are on file with the EDA. Section 2. Sale of Series 2020A Bonds; Terms. 2.01. Municipal Advisor. The EDA has retained Baker Tilly Municipal Advisors, LLC (“Baker Tilly MA”), an independent municipal advisor, to assist the EDA in connection with the sale of the Series 2020A Bonds on a negotiated basis. Under Section 469.103, Subdivision 3 of the Act, the EDA may sell the Series 2020A Bonds in the manner and for the price that the EDA determines to be in the best interests of the EDA. The actions of the EDA staff and Baker Tilly MA in negotiating the sale of the Series 2020A Bonds are ratified and confirmed in all aspects. 2.02. Pricing Committee. The EDA hereby establishes a pricing committee with respect to the Series 2020A Bonds comprised of the President and Secretary of the EDA and the City Director of Finance and Technology (the “Pricing Committee”). The Pricing Committee is authorized and directed, upon satisfaction of the conditions for the issuance of the Series 2020A Bonds and with the advice of the EDA’s municipal advisor, Baker Tilly MA, to (i) review proposals for the sale of the Series 2020A Bonds; (ii) award the sale of the Series 2020A Bonds to the prospective purchaser (the “Purchaser”) in an aggregate principal amount not to exceed $22,500,000, with a true interest cost not to exceed 3.50% and a final maturity not later than February 1, 2040; and (iii) approve the dates for optional redemption or any mandatory sinking fund redemption schedule. The EDA hereby approves the sale of the Series 2020A Bonds to the Purchaser, at the price, par amount of the Series 2020A Bonds, and rates to be determined by the Pricing Committee and set forth in the Indenture. 2.03. Contract with the Purchaser. The President and Secretary are directed to execute a contract with the Purchaser on behalf of the EDA, if requested by the Purchaser. 2.04. Issuance of Bonds. The EDA will forthwith issue and sell the Series 2020A Bonds, as approved by the Pricing Committee, in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the initial aggregate principal amounts of and the maturities of the Series 2020A Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture to be approved, executed and delivered by the officers of the EDA authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery. The President and Secretary of the EDA are authorized and directed to prepare and execute the Series 2020A Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.08 of the Indenture, for authentication, registration and delivery to the Purchaser. As provided in the Indenture, each Series 2020A Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 2.05. Official Statement. A Preliminary Official Statement relating to the Series 2020A Bonds, prepared and delivered on behalf of the EDA by Baker Tilly MA, has been received and is hereby approved. Baker Tilly MA is hereby authorized on behalf of the EDA to prepare and distribute to the Purchaser a final Official Statement listing the offering price, the interest rates, selling compensation, delivery date, and such other information relating to the Series 2020A 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. The EDA shall deliver to the Purchaser sufficient copies of the Official Statement in accordance with applicable regulatory requirements. The officers of the EDA are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 3. Approval and Execution of Documents. The Ground Lease, the Lease, the Indenture, and the Continuing Disclosure Certificate, together with any other documents or certifications necessary in connection with the issuance of the Series 2020A Bonds, are hereby approved (collectively, the “Financing Documents”). The President and Secretary are authorized and directed to execute and deliver the Financing Documents on behalf of the EDA, substantially in the forms on file, but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the Financing Documents shall be delivered, filed and recorded as provided therein. The President and Secretary of the EDA are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Revenue Pledge; Payment. The Series 2020A Bonds are payable solely from the Lease Payments to be made by the City under the Lease, and from other moneys realized by the Trustee after default or termination of the Lease by the City as provided therein. No property or funds of the EDA, other than the property pledged pursuant to the Indenture, is pledged to the payment of the Series 2020A Bonds. Section 5. Continuing Disclosure. The EDA hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the EDA to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Series 2020A Bonds; however, any bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the EDA to comply with its obligations under this section. Section 6. Authentication of Transcript. 6.01. Bond Transcript. The officers of the EDA are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Series 2020A Bonds, certified copies of proceedings and records of the EDA relating to the Series 2020A Bonds and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Series 2020A Bonds and such instruments, including any heretofore furnished, may be deemed representations of the EDA as to the facts stated therein. 6.02. Certification as to Official Statement. The Official Statement, as completed and supplemented, and its distribution to potential purchasers of the Series 2020A Bonds, is hereby approved. The President and the Secretary are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Series 2020A Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 6.03. Other Certificates. The President and the Secretary are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale, including without limitation, a suitable certificate as to absence of material litigation unless litigation shall have been commenced and be pending questioning the Series 2020A Bonds or the organization of the City or incumbency of its officers. Section 7. Miscellaneous. 7.01. Tax-Exempt Obligations. The EDA covenants and agrees with the holders from time to time of the Series 2020A Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Series 2020A Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Series 2020A Bonds. 7.02. No Designation of Qualified Tax-Exempt Obligations. The Series 2020A Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. 7.03. Procedural Requirements. The EDA will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. PASSED AND ADOPTED BY THE BOARD OF COMMISSIONERS OF THE ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY, THIS 3RD DAY OF FEBRUARY, 2020. PRESIDENT OF SAID AUTHORITY SECRETARY OF SAID AUTHORITY PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2020. ___________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: __________________________ CITY CLERK APPROVED THIS _____ DAY OF ______________________, 2020. ___________________________________ MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) EXHIBIT A LEGAL DESCRIPTION