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HomeMy WebLinkAbout26-063 - Resolution - EDA Ground LeaseCITY OF LINO LAKES, MINNESOTA RESOLUTION NO.26-63 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE, LEASE -PURCHASE AGREEMENT, AND RELATED DOCUMENTS WITH THE LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY BE IT RESOLVED By the City Council of the City of Lino Lakes, Minnesota (the "City") as follows: 1. Background. (a) The Lino Lakes Economic Development Authority (the "Authority") is an economic development authority formed by resolution of the City Council of the City of Lino Lakes, Minnesota (the "City") under the provisions of Minnesota Statutes, Sections 469.090 through 469.1082, as amended (the "EDA Act"). The Authority is authorized to issue revenue bonds pursuant to Section 469.103 of the EDA Act and Minnesota Statutes, Chapter 475, as amended (collectively, the "Act"). The City is authorized by Minnesota Statutes, Section 465.71, as amended, to acquire real and personal property under lease - purchase agreements. (b) Pursuant to the Act, the EDA has formed Economic Development District No. 2 (the "Development District") and has adopted an Economic Development Program (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. (c) The City and the Authority have determined that it is in the best interests of the City and its residents that the City undertake the acquisition, construction, and equipping of a new public works building (the "Facilities") to be located in the City (the "Site"). (d) The Authority has proposed to finance the Facilities through the issuance and sale by the Authority of its Lease Revenue Bonds (City of Lino Lakes, Minnesota Public Works Facility Lease), Series 2026A (the "Bonds"), in the original aggregate principal amount of $26,185,000, pursuant to the Act. On March 23, 2026, the City Council approved the issuance of the Bonds by the Authority in accordance with the terms to be approved by the Board of Commissioners of the Authority in a resolution to be considered on the date hereof. (e) Forms of the following documents have been presented before the City Council: (i) a Ground Lease(the "Ground Lease") between the City, as lessor, and the Authority, as lessee, pursuant to which the Authority will lease the Site from the City; and (ii) a Lease -Purchase Agreement (the "Lease") between the Authority, as lessor, and the City, 4910-3727-1958.3 as lessee, pursuant to which the City will lease the Site and the Facilities to be constructed thereon from the Authority. 2. Findings. The Facilities described in the Lease constitute government property necessary or desirable as a public facility, and the City presently intends to appropriate all Lease Payments under the Lease for the term of the Lease; however, the obligations of the City under the Lease are not to be payable from nor charged upon any funds of the City other than the funds appropriated annually to the payment thereof, and the Lease shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Lease and in the Site and the Facilities under the Lease. 3. moment of Lease Payments. The City will pay to the registrar for the Bonds, promptly when due, all of the lease payments due under the Lease (the "Lease Payments") and other amounts required by the Lease. To provide moneys to make such payments, the City will include in its annual budget, for each fiscal year (the "Fiscal Year") during the term of the Lease, commencing with the Fiscal Year ending on December 31, 2026, moneys sufficient to pay and for the purpose of paying all Lease Payments, a reasonable estimate of additional Lease Payments, and other amounts payable under the Lease. The agreement of the City in this section is subject to the City's right to terminate the Lease at the end of any Fiscal Year, as set forth in Section 5.6 of the Lease. 4. Continuing Disclosure. (a) "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate to be executed by the Mayor and City Administrator of the City and dated as of the date of issuance of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. (b) The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate substantially in the form on file with the City. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the 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 City to comply with its obligations under this section. 5. Official Statement. The Official Statement, as completed and supplemented, and its distribution to potential purchasers of the Bonds, is hereby approved. The Mayor and City Administrator 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 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. Authorization of Documents. (a) It is desirable and in the best interest of the City to enter into the Ground Lease, the Lease and the Continuing Disclosure Certificate. The Mayor and the City Administrator are authorized and directed to execute and deliver the Ground Lease, the Lease, and the Continuing Disclosure Certificate on behalf of the City, substantially in the forms on 2 4910-3727-1958.3 file with the City, 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 transaction documents shall be delivered, filed and recorded as provided therein. The Mayor, the City Administrator, and other City officers are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. (b) The officers of the City are authorized and directed to prepare and furnish to the original purchaser of the Bonds, and to the attorneys approving the Bonds, certified copies of all proceedings and records of the City relating to the power and authority of the City to enter into the Ground Lease, the Lease, and the Continuing Disclosure Certificate within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certificates shall be deemed representations of the City as to the facts stated therein. 7. Issuance of Bonds. The issuance and sale by the Authority of the Bonds at the price, par amount, and interest rates to be determined Authority are hereby approved in all respects. In accordance with the Lease, the City will pay, from proceeds of the Bonds or from other City funds, the costs of construction of the Facilities and the costs of issuance of the Bonds. The City hereby authorizes and requests that the Authority issue the Bonds in accordance with the terms of a resolution of the Board of Commissioners of the Authority. 8. Not Arbitrage Bonds. The City covenants and agrees with the holders from time to time of the Bonds that the investment of proceeds of the Bonds, including the investment of any revenues pledged to the Lease Payments which are considered proceeds under applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations thereunder (the "Regulations"), and that the City shall comply with all other applicable requirements of Section 148. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the City hereby certifies that it is not expected that the proceeds of the Bonds will be used in such manner as to cause the Bonds to be "arbitrage bonds" under Section 148 and any regulations thereunder. 9. Not Private Activity Bonds. No action shall be taken or authorized to be taken in connection with the application or investment of the proceeds of the Bonds which would cause the Bonds to be or become "private activity bonds" within the meaning of Section 141 of the Code and the applicable Regulations. The City shall take all such actions as may be required under the Code and applicable Regulations to ensure that interest on the Bonds is not includable in gross income for federal income tax purposes. The Site, the Facilities, and the proceeds of the Bonds will likewise be used in such manner that the Bonds will not be "private activity bonds" under Section 141 of the Code and the Regulations. Adopted by the City Council of the City of Lino Lakes, Minnesota this 271h day of April, 2026. 3 4910-3727-1958.3 Rob Rafferty, Mayor ATTEST: Roberta Colotti, CMC, City Clerk 4910-3727-1958.3