HomeMy WebLinkAbout2015-02CHUBBUCK DEVELOPMENT AUTHORITY
RESOLUTION NO. 2015-02
AUTHORIZING THE ISSUANCE OF LEASE REVENUE
BONDS, AUTHORIZING THE FORM OF CERTAIN
TRANSACTION DOCUMENTS IN CONNECTION WITH THE
FINANCING OF THE EVENT CENTER PROJECT,
DELEGATING AUTHORITY TO APPROVE THE TERMS
AND PROVISIONS OF THE BONDS AND TRANSACTION
DOCUMENTS, AND PROVIDING FOR RELATED MATTERS.
WHEREAS, the Chubbuck Development Authority (the "Agency"), is an independent
public body politic and corporate of the State of Idaho organized and operating as an urban
renewal agency of the City of Chubbuck, Idaho, pursuant to Chapters 20 and 29, Idaho Code, as
amended; and
WHEREAS, the Board of Commissioners of the Agency (the "Board") has determined, at the
request of The Pocatello-Chubbuck Auditorium District (the "District"), a public body organized
and operating under the laws of the State of Idaho as an auditorium district pursuant to Title 67,
Chapter 49 of the Idaho Code, to authorize the issuance of lease revenue bonds to provide funds
to finance the costs of a project (as described below) undertaken by the District, which Bonds
shall be designated the "Chubbuck Development Authority Lease Revenue Bonds, Series 2015
(Pocatello-Chubbuck Auditorium District Event Center Project)," (the "Series 2015 Bonds" or
the "Bonds"), under and pursuant to a Trust Indenture (Annual Appropriation) (the "Trust
Indenture") to be executed by and between the Agency and Zions First National Bank, a national
banking association existing under the laws of the United States of America, having a corporate
trust office in Boise, Idaho, as Trustee, Paying Agent and Registrar (the "Trustee"); and
WHEREAS, the proceeds of the Series 2015 Bonds shall be used to (i) construct and
develop an approximately 40,000 square foot community events center, which will consist
primarily of a large multi -use facility that will accommodate spectator events as well as meetings
and other community events, and will include concessions and food service as well as related
exterior landscaping, streetscape and parking (the "Improvements") to be located on certain
property within the boundaries of the District (the "Site"); (ii) finance the costs of funding the
Debt Service Reserve Fund; and (iii) pay costs of issuance incurred in connection with the
issuance of the Bonds (collectively, the "Event Center Project"); and
WHEREAS, the Agency and the District have agreed to enter into a Ground Lease
Agreement, dated as of the date hereof (the "Ground Lease"), by and between the District and
the Agency, under the terms of which the District will lease the Site to the Agency; and
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WHEREAS, the District and the Agency have agreed to enter into a Lease Agreement
(Annual Appropriation) (the "Event Center Lease") under the terms of which (i) the Agency will
sublease the Site to the District; (ii) the Agency will lease the Improvements to the District; and
(iii) the District will pay, subject to annual appropriation, lease payments to the Agency in an
amount sufficient to pay principal and interest on the Series 2015 Bonds as the same become due
and payable; and
WHEREAS, the Agency has agreed to assign to the Trustee all of the Agency's right,
title and interest to possess and occupy the land described in the Ground Lease for the term
thereof, subject to the rights of the District under the Event Center Lease (the "Assignment of
Ground Lease"); and
WHEREAS, the Series 2015 Bonds shall be secured by, among other things, the Trust
Estate, as that term is defined in the Trust Indenture; and
WHEREAS, to provide for the purchase of the Series 2015 Bonds, the Agency proposes
to enter into a Bond Purchase Agreement (the "Bond Purchase Agreement") with KeyBanc
Capital Markets, Inc. (the "Placement Agent"); and
WHEREAS, there have been presented to the Board: (1) the proposed form of Ground
Lease, (2) the proposed form of Event Center Lease, (3) the proposed form of Trust Indenture,
(4) the proposed form of Assignment of Ground Lease, and (5) the proposed form of Bond
Purchase Agreement (collectively the "Transaction Documents"); and
WHEREAS, the Board, pursuant to Section 57-235, Idaho Code, desires to delegate
authority to the Executive Director of the Agency (the "Delegated Officer") in accordance with
the specific instructions and procedures set forth herein, for determination and approval of
certain final terms and provisions of the Series 2015 Bonds, Transaction Documents and other
matters.
NOW, THEREFORE, be it resolved by the Board as follows:
SECTION 1. All action (not inconsistent with the provisions of this Resolution)
heretofore taken by the Board and the officers and agents of the Agency directed toward the
financing of the Event Center Project and in connection with the preparation of the Transaction
Documents be, and the same is hereby ratified, approved and confirmed.
SECTION 2. The form and provisions of the Ground Lease, Event Center Lease,
Assignment of Ground Lease and Trust Indenture are hereby approved and authorized, together
with any authorized changes thereto as provided for in Section 5 hereof, and the Chairman of the
Board is hereby authorized to execute the same following the sale of the Series 2015 Bonds.
SECTION 3. The form and provisions of the Bond Purchase Agreement, together with
any authorized changes thereto as provided for in Section 5 hereof, are hereby approved and
authorized. Upon the sale of the Series 2015 Bonds, the Delegated Officer is hereby authorized
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to execute and deliver the Bond Purchase Agreement to the Placement Agent. The officials of
the Agency are authorized to do or perform all such acts as may be necessary or advisable to
comply with the Bond Purchase Agreement and to carry the same into effect.
SECTION 4. The Board ratifies the use by the District of a preliminary limited offering
memorandum related to the offering of the Series 2015 Bonds (the "PLOW). Upon the sale of
the Series 2015 Bonds, the PLOM together with such changes, omissions, insertions and
revisions to reflect the final terms and provisions of the Bonds shall be approved and signed by
the Chairman of the Board to authorize delivery thereof to the Placement Agent for distribution
to prospective purchasers of the Bonds and other interested persons.
SECTION 5. The Delegated Officer is authorized to approve such changes to the form
of the Transaction Documents as shall be necessary in the judgment of the Delegated Officer to
result in an advantageous sale of the Series 2015 Bonds provided such changes are consistent
with this Resolution.
SECTION 6. Pursuant to Section 57-235, Idaho Code, as amended, the Board hereby
delegates to the Delegated Officer the power to make the following determinations on the date of
sale of the Series 2015 Bonds, without any requirement that the members of the Board meet to
approve such determinations, but subject to receiving the affirmative recommendation of the
District:
(a) The rates of interest to be borne by the Bonds.
(b) The aggregate principal amount of the Bonds.
(c) The amount of principal of the Bonds maturing, or subject to mandatory sinking
fund redemption, in any particular year, and the rate of interest accruing thereon.
(d) The final maturity of the Bonds.
(e) The price at which the Bonds will be sold (including any underwriter's discount
and original issue premium).
(f) The dates, if any, on which, and the prices at which, the Bonds will be subject to
optional redemption.
SECTION 7. The Agency hereby designates the Series 2015 Bonds as "qualified tax-
exempt obligations" for the purpose and within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
SECTION 8. In accordance with Idaho Code Section 50-212(d), the Notice of Private
Negotiated Sale in the form attached as Exhibit A hereto (the "Notice of Sale") is hereby
ratified and approved and the Delegated Officer is authorized to complete the Notice of Sale and
effect timely publication thereof prior to the sale of the Bonds.
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SECTION 9. In accordance with the provisions of Section 50-2027 of the Idaho Code,
no direct or collateral action attacking or otherwise questioning the validity of the Series 2015
Bonds shall be brought prior to the effective date of this Resolution authorizing the Bonds or
after the expiration of thirty (30) days from and after the effective date of the Bond Resolution.
SECTION 10. If any section, paragraph, clause or provision of this Resolution shall for
any reason be held to be invalid or unenforceable, the validity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
SECTION 11. This Resolution contemplates the issuance and sale of the Series 2015
Bonds through a delegation of authority as provided in Section 4 hereof. Unless the context
clearly indicates otherwise, this Resolution shall not take effect and no provision thereof shall be
binding upon the Agency unless and until the Series 2015 Bonds are sold and issued.
PASSED, ADOPTED AND APPROVED this day of April, 2015.
ChaAL
irman
[SEAL]
Attest:
Clerk
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