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HomeMy WebLinkAboutResolution 4048 - - '. � O� � O O ��b. - C ITY of ORONO � � �� �,'�' RESOLUTION OF THE CITY COUNCIL � ��kESH�g'� � . � NO. � � � � � . � . RESOLUTION RELATING TO PUBLIC FACILITIES REVENUE REFUNDING BONDS, SERIES 1998, OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF ORONO; AUTHORIZING THE EXECUTION AND DELIVERY OF � �� A FIRST AMENDMENT TO LEASE-PURCHASE CONTRACT WHEREAS, the Housing and Redevelopment Authority in and for the City of Orono,Minnesota,has undertaken a redevelopment proj ect under the Housing and Redevelopment Act, Minnesota Statutes, Sections 469.001 through 469.047 (the "Act"); consisting of the construction of a new city hall and facilities to house the police and public works departments (the "Project")and has financed the cost thereof by the issuance of its revenue bonds denominated Public Facilities Revenue Bonds, Series 1991, dated as of December 1, 1991 (the "Series 1991 Bonds"); • WHEREAS,the Authority proposes to issue an additional series of revenue bonds • pursuant to the Act,to be denominated Public Facilities Revenue Refunding Bonds, Series 1998 (the "Bonds")for purposes of refunding in advance of maturity the 2002 through 2008 maturities of the � Series 1991 Bonds(the "Refunded Bonds"), such refunding constituting a "crossover refunding" as defined in Minnesota Statutes, Section 475.67, subd. 13; and . WHEREAS, the Bonds will be issued pursuant to a Trust Indenture, dated as of December 1,1991, as amended and supplemented by a First Supplemental Indenture, dated as of April 1, 1998 (as so amended and supplemented,the"Indenture"),by and between the Authority and Firstar Bank of Minnesota,N. A., successor to American National Bank and Trust Company, as Trustee (the "Trustee"); and WHEREAS, all boncls issued under the Indenture will be secured by a pledge and assignment of the Lease-Purchase Contract, dated as of December 1, 1991 (the "Original Lease"), as supplemented and amended by a First Amendment to Lease-Purchase Contract, dated as of April 1, 1998 (the "First Amendment to Lease";the Original Lease, as so supplemented and amended, is hereinafter referred to as the "Lease"), by and between the Authority and the City of Orono, Minnesota, 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 � . Page 1 of 7 . � °� � � o 0 �b. - C ITY of �ORONO � � � �� �'�' RESOLUTION OF THE CITY COUNCIL . ��kESH�g'� . NO. � � � '� � � �� WHEREAS, the Authority has offered the Bonds for sale by means of an O�cial Statement,dated March 12, 1998 (together with an Addendum thereto to be prepared and distributed prior to delivery of the Bonds,the "Official Statement"); and WHEREAS,forms of the First Amendment to Lease and the OfFicial Statement have been presented to this Board and are hereby ordered to be placed on file in the office of the City Clerk. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ORONO (the "City"), as follows: NOW, THEREFORE, BE IT RESOLVED by this Council that the First Amendment to Lease and the Escrow Agreement, dated as of April 1, 1998 (the "Escrow Agreement ),beiween the City and Firstar Bank of Minnesota,N.A., as escrow agent, substantially in the forms presented to this Board, are hereby approved. The Mayor and the City Clerk(or, in the • event of their absence or disability, the acting Mayor or the acting City Clerk, respectively) are hereby authorized and directed to execute and deliver the First Amendment to Lease and the Escrow Agreement in the name of and on behalf of the City. All of the provisions of the First Amendment � to Lease and the Escrow Agreement, 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 First Amendment to Lease and the Escrow Agreement shall be substantially in the form now on file in the office of the City Clerk, with such necessary and appropriate variations, omissions and insertions as the Mayor shall determine to be necessary or appropriate, and the execution thereof by the Mayor shall be conclusive evidence of such determinations. BE IT FURTHER RESOLVED that the Board hereby approves the form of the Official Statement annexed hereto and it is hereby determined that the information contained therein regarding the City is accurate and complete. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement insofar as it contains information describing the City and the Lease. BE IT FURTHER RESOLVED that the Board hereby authorizes and directs officers of the City to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the First Amendment to Lease and the Official Statement. � Page 2 of 7 � o� � o 0 �b- - . CITY of ORONO � � � �� �'�' RESOLUTION OF THE CITY COUNCIL � ��kESH04� � NO. � A �t, � � �. BE IT FURTHER RESOLVED that the City hereby makes the following covenants with respect to continuing disclosure: (a) Limited Exemption from Rule. The Securities and Exchange Commission(the SEC)has promulgated amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (as in effect and interpreted from time to time, the Rule) which govern the obligations of certain underwriters to require that issuers of municipal bonds enter into contracts for the benefit of the bondholders to provide continuing disclosure with respect to the bonds. This ' Council hereby finds, determines and declares that the Bonds are exempt from the application of paragraph (b)(5) of the Rule by reason of the exemption granted in paragraph (d)(2) thereof. Specifically, this Council hereby finds that the only obligated person (within the meaning of the Rule)with respect to the Bonds is the City and that, giving effect to the issuance of the Bonds and any other securities required to be integrated with the Bonds,there will be no more than$10 million in principal amount of municipal securities outstanding on the date of issuance of the Bonds as to which the City is an obligated person(excluding municipal securities exempt from the Rule under • paragraph(d)(1)thereof because,among other things,they were issued in minimum denominations of$100,000). In making such finding,the City hereby represents that it has not issued within the six months before the date of issuance of the Bonds and that it reasonably expects that it will not issue within six months after the date of issuance of the Bonds,other securities of the City of substantially the same security and providing financing for the same general purpose or purposes as the Bonds. The exemption from the Rule for the Bonds is conditioned upon the City agreeing to provide certain continuing disclosure as hereinafter provided. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. (b) Pur�ose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of the Rule, which will enhance the marketability of the Bonds, the City hereby makes the covenants and agreements contained in this section for the benefit of the Owners (as hereinafter defined) from tiine to time of the Outstanding Bonds. . 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 specific performance or a writ of • Page 3 of 7 � °� � o 0 ��b. � CITY of ORON� � ' ti � '�' RESOLUTION OF THE CITY COUNCIL ���kE H���� . NO. ���� � S �. mandamus. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder. 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(ii) is treated as the owner of the Bond for federal income tax purposes. (c)Information To Be Disclosed. The City will provide, either directly or indirectly • through an agent designated by the City, the following information at the following times in an appropriate manner: � (1)At least annually to the state information depository then designated or operated � by the State of Minnesota(the "State Depository"), if any, or, if no State Depository then exists,to any person or entity upon request, the information (the "Disclosure Information") of the type contained in the Official Statement under the following captions: "Current Property Valuations," "Larger Taxpayers," "Direct Debt," "Overlapping Debt," "Debt Ratios," "Tax Levies and Collections," "Tax Capacity Rates," "Larger Employers" and"Employment/Unemployment," which information may be unaudited and which,for fmancial statement information, shall be for the most recent fiscal year of the City(if in response to a request,the most recent fiscal year ending not less than 365 days before the date of the request), and,for other such information,the information most recently compiled by the City on a customary basis and publicly available under applicable data privacy or other laws. � � The City Clerk is hereby designated as the proper recipient of requests for Disclosure Information. 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 � Page 4 of 7 � °� � o � o ��b- - CITY of ORON4 � � � �� G'�' RESOLUTION OF THE CITY COUNCIL � �9kESHOg'� � � . NO. � � Q � � submitted to each then nationally recognized municipal securities information repository under the Rule 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 the Disclosure Information is changed because it is no longer compiled or publicly available or this paragraph (c)(1) is amended as permitted by subsection (d), theri 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 information provided.� (2) In a timely manner, to the Municipal Securities Rulemaking Board and to the State Depository,if any,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; . (� 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 � Page 5 of 7 � o� � � o o . b. - C ITY of ORONO � F '�' RESOLUTION OF THE CITY COUNCIL ,�L`9$E gpg'�G , � NO. � � � $ . . S . 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, to the Municipal Securities Rulemaking Board and to the State Depository, if any, notice of the occurrence of any of the following events or conditions: (A) 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); . (B) the termination of the obligations of the City under this section � pursuant to subsection(d); (C) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (D) any change in the fiscal year of the City. � (d)Term:Amendments;Inter�retation.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. � Page 6 of 7 � �� � ! . 0 � �b� - CITY of ORONO � ' ti '�' RESOLUTION OF THE CITY COUNCIL �L`9I�E Hp4�'�. " NO. � � �Ic S . This section may be amended or supplemented by the City from time to time,without notice to or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording o�cer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City 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 City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of�aragraph (d)(2) of the Rule; (ii) this section as so amended or � supplemented would have complied with the requirements of paragraph(d)(2)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. This section is entered into to comply with, and should be construed so as to satisfy the requirements of,paragraph (d)(2) • of the Rule. BE IT FINALLY RESOLVED that this resolution shall be in full force and effect from and after its passage and that copies be forwarded to the Housing and Redevelopment Authority in and for the City of Orono. Adopted by the City Council this 23rd day of Maxch, 1998. ATTEST: � � ,� �� . . . �� Linda S. Vee, City Clerk Gabriel bbour, Mayor • Page 7 of 7