HomeMy WebLinkAbout2020-04RESOLUTION NO. ,= -01
BY THE BOARD OF COMMISSIONERS OF THE CHUBBUCK URBAN RENEWAL
AGENCY OF THE CITY OF CHUBBUCK IDAHO:
A RESOLUTION AUTHORIZING THE ISSUANCE OF REVENUE
ALLOCATION BONDS (PINE RIDGE MALL PROJECT), SERIES 2020
AND AUTHORIZING AND APPROVING CERTAIN DOCUMENTS
AND ACTIONS RELATED THERETO.
WHEREAS, by Resolution No. 4-92, dated April 11, 1992, the City Council (the
"City Council") of the City of Chubbuck, Idaho (the "City") created an urban renewal
agency, the Chubbuck Urban Renewal Agency d/b/a Chubbuck Development Authority
(the "Authority"), authorizing it to transact business and exercise the powers granted by
the Idaho Urban Renewal Law of 1965, Chapter 20, Title 50, Idaho Code, as amended (the
"Urban Renewal Law"), and the Local Economic Development Act, Chapter 29, Title 50,
Idaho Code, as amended (the "Act"), upon making the findings of necessity required for
creating said Authority; and
WHEREAS, a Deterioration Study, dated April 24, 2015, examined an area in the
City known as the Pine Ridge Mall Project Area for purposes of determining whether such
area was a deteriorating or deteriorated area as defined by Idaho Code §§ 50-201$(9) and
50-2.903(8); and
WHEREAS, the Authority accepted the Deterioration Study and submitted it to the
City; and
WHEREAS, the City Council, by Resolution No. 02-2015, dated June 17, 2015,
declared the Pine Ridge Mall Project Area described in the Deterioration Study to be a
deteriorated or deteriorating area as defined by the Urban Renewal Law and the Act, that
such area is appropriate for an urban renewal project and directed the Authority to
commence preparation of an urban renewal plan for the area designated; and
WHEREAS, following a duly held public hearing, the City Council adopted its
Ordinance No. 749 on October 21, 2015, approving the first Pine Ridge Mall Urban
Renewal Plan (the "2015 Plan") to redevelop a portion of the City, pursuant to the Urban
Renewal Law and the Act and making certain findings, but, due to certain boundary
conflicts with an existing urban renewal area which have since been resolved, the 2015
never became effective; and
WHEREAS, by Resolution No. 16-01, dated June 29, 2016, the Pine Ridge Mall
Urban Renewal Area and Improvement Plan ("Pine Ridge Mall Plan"), for the area
previously designated as eligible for urban renewal planning in the 2015 Plan, was
approved by the Authority pursuant to the Urban Renewal Law and the Act; and
WHEREAS, at a meeting held July 12, 2016, the Chubbuck Land Use and
Development Commission considered the Pine Ridge Mall Plan and found that the Pine
Ridge Mall Plan is in all respects in conformity with the Comprehensive Plan of the City;
and
WHEREAS, the Legislature of the State of Idaho has enacted the Act, authorizing
urban renewal agencies, including the Authority, to adopt revenue allocation financing
provisions as part of their urban renewal plans; and
WHEREAS, after duly held public hearings, the City Council by Ordinance No.
759, dated August 3, 2016, adopted the Pine Ridge Mall Plan and created a revenue
allocation area for the Pine Ridge Mall Project Area (as more specifically defined in the
Pine Ridge Mall Plan, the "Pine Ridge Revenue Allocation Area"); and
WHEREAS, the Pine Ridge Revenue Allocation Area provides financing to carry
out the goals of the Pine Ridge Mall Plan by collecting the property taxes on the difference
between the then current equalized value of all taxable properties within the Pine Ridge
Revenue Allocation Area and the base assessment established in 2016 (the "Tax
Increment') for a period of up to twenty years from the date established by the Pine Ridge
Mall Plan; and
WHEREAS, the City, Pine Ridge Mall, JC, LLC, a Missouri limited liability
company (the "Developer"), and the Authority executed an Amended and Restated
Development Agreement in 2017 (the "2017 Development Agreement'), wherein such
parties agreed to use the Tax Increment to reimburse the Developer for certain Eligible
Costs (as defined in the Development Agreement), and the City, the Developer, and the
Authority have approved an amendment to the 2017 Development Agreement (the
"Amendment to the Development Agreement" and together with the 2017 Development
Agreement, the "Development Agreement'), which enables the Tax Increment to be
pledged to the payment of bonds ; and
WHEREAS, the Authority is authorized and empowered under the Urban Renewal
Law and the Act, to issue bonds to finance certain projects as set forth in the Act; and
WHEREAS, the City desires that the Authority issue bonds to provide moneys to
reimburse the Developer for Eligible Costs and thereby provide more capital for further
development in the Pine Ridge Mall Project Area; and
WHEREAS, the Authority finds and determines that it is within the authority and
public purposes of the Urban Renewal Law and the Act that the Authority issue its Revenue
Allocation Bonds (Pine Ridge Mall Project), Series 2020 (the "Series 2020 Bonds") to
finance or refinance a portion of the Eligible Costs, which Series 2020 Bonds will be
payable from and secured by the revenues generated from the Tax Increment; and
WHEREAS, pursuant to the Development Agreement the City, the Authority and
the Developer have agreed to pledge the Tax Increment to the repayment of the 2020
Bonds; and
4838-5104-7854, v. 4 2
WHEREAS, the Authority further finds and determines that it is necessary and
desirable in connection with the issuance of the Series 2020 Bonds that the Authority enter
into certain documents and take certain other actions as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE URBAN RENEWAL AGENCY OF THE CITY OF
CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY, AS
FOLLOWS:
Section 1. All capitalized terns not elsewhere defined herein shall have the
meanings set forth in the herein authorized Indenture.
Section 2. Stifel, Nicolaus & Company, Incorporated shall act as the placement
agent (the "Placement Agent") of the Series 2020 Bonds and assist the Authority in
selecting a purchaser of the Series 2020 Bonds pursuant to a placement agent agreement
(the "Placement Agent Agreement"). In addition, pursuant to Section 57-235, Idaho Code,
as amended, the Board of Commissioners (the "Board") hereby delegates to the Chair or
Vice Chair of the Board and the Executive Director of the Authority (the "Delegated
Officers'), the power to determine the final terms and provisions of the Series 2020 Bonds
on the date of sale of the Series 2020 Bonds without any requirement that the members of
the Board meet to approve such determinations, subject to the limitations in the following
sentence. The Series 2020 Bonds shall:
(a) have a total principal amount not greater than $2,500,000;
(b) have a final maturity no later than December 31, 2037;
(c) have no single interest rate greater than 6.50% per annum;
(d) be sold at a price which reflects a maximum discount of not to
exceed 5.00%;
(e) be subject to optional redemption, if any at all, no later than
December 31, 2032, but in no event shall any premium exceed 3% of the principal
amount of the Series 2020 Bonds to be redeemed;
(f) be secured solely by the Tax Increment and the funds pledged under
the Indenture; and
(g) otherwise bear such dates, mature at such times and in such amounts,
be in such denominations, bear interest at such rates, be in such forms, be subject
to redemption, have such other terms and provisions, and be issued, executed and
delivered in the manner set forth in the Indenture (so long as nothing in the herein -
authorized Indenture is contrary to (a) through (e) above).
Final determination of the terms of the Series 2020 Bonds shall be evidenced by the
execution of a purchase agreement with respect to the Series 2020 Bonds (the "Purchase
4838-5104-7854, v. 4
Agreement") between the Authority and the original purchaser(s) of the Series 2020 Bonds
(the "Purchaser"), by the Chair or Vice Chair and the Chief Financial Officer.
Section 3. The Authority is hereby authorized to enter into the following
documents (the "Financing Documents") in substantially the forms presented to and to be
presented to and approved or to be approved by the Board of Commissioners at this meeting
or at a subsequent meeting (copies of which documents are on file in the office and shall
be permanently filed in the records of the Authority), with such changes therein as shall be
approved by the officers of the Authority executing the documents, such officers'
signatures thereon being conclusive evidence of their approval thereof.
(a) Trust Indenture ("Indenture") by and between the Authority and a
financial institution selected by the Chair or Vice Chair, as trustee (the "Trustee")
(in substantially the form attached hereto as Exhibit A);
(b) Placement Agent Agreement by and between the Authority and the
Placement Agent; and
(c) Purchase Agreement by and between the Authority and the
Purchaser.
Section 4. The Chair or Vice Chair of the Authority is hereby authorized and
directed to execute the Series 2020 Bonds and to deliver the Series 2020 Bonds to the
Trustee for authentication for and on behalf of and as the act and deed of the Authority in
the manner provided in the Indenture. The Chair or Vice Chair of the Authority is hereby
authorized and directed to execute and deliver the Financing Documents for and on behalf
of and as the act and deed of the Authority. The Secretary or Assistant Secretary of the
Authority is hereby authorized and directed to attest to the Series 2020 Bonds and such
Financing Documents and other documents, certificates and instruments as may be
necessary or desirable to carry out and comply with the intent of this Resolution.
Section 5. The Authority shall, and the officials, agents and employees of the
Authority are hereby authorized and directed to, take such further action, and execute such
other documents, certificates and instruments as may be necessary or desirable to carry out
and comply with the intent of this Resolution, and to carry out, comply with and perform
the duties of the Authority with respect to the Financing Documents.
Section 6. The officers, agents and employees of the Authority are hereby
authorized and directed to take such further action and execute and deliver such other
documents, certificates and instruments as may be necessary or desirable to carry out and
comply with the intent of this Resolution, and to carry out, comply with and perform the
duties of the Authority with respect to the transaction contemplated by this Resolution.
Section 7. The sections, paragraphs, sentences, clauses and phrases of this
Resolution shall be severable. In the event that any such section, paragraph, sentence,
clause or phrase of this Resolution is found by a court of competent jurisdiction to be
invalid, the remaining portions of this Resolution are valid, unless the court finds the valid
portions of the Resolution are so essential to and inseparably connected with and dependent
4838-5104-7854, v. 4
upon the void portion that it cannot be presumed that the Authority has enacted the valid
portions without the void ones, or unless the court finds that the valid portions, standing
alone, are incomplete and are incapable of being executed in accordance with the
legislative intent.
Section 8. In accordance with Idaho Code Section 57-215(2), the Notice of
Private Negotiated Bond Sale (the "Notice of Sale") in the form attached as Exhibit B
hereto is hereby ratified and approved and the Authority's Bond Counsel is authorized to
make any necessary changes to the Notice of Sale and effect timely publication thereof
prior to the sale of the Series 2020 Bonds and approval and execution of the Purchase
Agreement.
Section 9. This Resolution shall be in full force and effect from and after its
passage by the Board of Commissioners of the Authority.
4838-5104-7854, v. 4
PASSED this March 24, 2020.
,,+�""`"11j►► THE URBAN RENEWAL AGENCY OF
RR
.�...... j''�THE CITY OF CHUBBUCK, IDAHO,
D/B/A THE CHUBBUCK
' \AoTP`R Y r DEVELOPMENT AUTHORITY
p�g+�1G J� DocuSiped by:
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'','f//�''►14QV,V,' \`` By: — _ 1RFSF6pf:.9A7d.5f".
/r►►►nnn++" Chair
(SEAL)
ATTEST:
By: llft6 ov'(C7m
Secretary
4838-5104-7854, v. 4 6
EXHIBITS TO BE ATTACHED HERETO [or on file in the office of the Authority]:
EXHIBIT A— TRUST INDENTURE
EXHIBIT B — FORM OF NOTICE OF PRIVATE NEGOTIATED BOND SALE
EXHIBITS
EXHIBIT B
NOTICE OF PRIVATE NEGOTIATED BOND SALE
Pursuant to Section 57-215(2), Idaho Code, public notice is hereby given by the
urban renewal agency of the City of Chubbuck, Idaho doing business as the Chubbuck
Development Authority (the "Authority"), of negotiation for and private sale to
(the "Purchaser") of its Revenue Allocation Bonds (Pine Ridge Mall Project),
Series 2020, in the principal amount not to exceed $2,500,000 (the `Bonds") pursuant to a
purchase agreement between the Authority and the Purchaser ("Purchase Agreement") to
be executed on the date of sale of the Bonds and setting forth the final terms and provisions
of the Bonds. The Bonds have been authorized to be issued by the Authority's Board of
Commissioners pursuant to a resolution (the "Resolution") adopted on March 24, 2019.
The sale of the Bonds is expected to occur on or around [ ], 2020. Additional
information concerning the terms and provisions of the Bonds, the Resolution, the Bond
Purchase Agreement, the security for payment of the Bonds, and other pertinent
information relating to the Bonds is available at the offices of the Authority at 5160
Yellowstone Avenue, Chubbuck, Idaho; (208) 237-2400.
Dated: lt'(/� 'y , 2020.
THE URBAN RENEWAL AGENCY
OF THE CITY OF CHUBBUCK,
IDAHO, D/B/A THE CHUBBUCK
DEVELOPMENT AUTHORITY
EXHIBITS
CERTIFICATE OF THE AUTHORITY SECRETARY
I DO HEREBY CERTIFY that I am the duly chosen, qualified and acting Secretary of the
urban renewal agency of the City of Chubbuck, Idaho, d/b/a the Chubbuck Development Authority
(the "Authority"), and keeper of the records of the Board of Commissioners of the Authority (the
`Board"); and HEREBY CERTIFY:
1. That the attached is a true and correct copy of Resolution No. 2020- O� of the
Authority (the "Resolution"), as adopted at a meeting of the Board held on March 24, 2020, and
duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum was present throughout the meeting and a legally sufficient number of members of the
Board voted in the proper manner for the passage of the Resolution; that all other requirements
and proceedings incident to the proper passage of the Resolution have been duly fulfilled, carried
out and otherwise observed, and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand March 24, 2020.
,`,1�Hilaaaalrl�th
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THE URBAN RENEWAL AGENCY OF THE
• ••' ••.,�L'�. CITY OF CHUBBUCK, IDAHO, D/B/A THE
CHUBBUCK DEVELOPMENT AUTHORITY
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A7 -E 0� �0�Secretary
(SEAL)
CERTIFICATE OF SECRETARY RE: RESOLUTION AND MEETING