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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 RESOLUTION — P. 1 46364.0001.7362306.4 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 RESOLUTION — P. 2 46364.0001.7362306.4 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. RESOLUTION — P. 3 46364.0001.7362306.4 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 RESOLUTION - P. 4 46364.0001.7362306.4