Loading...
HomeMy WebLinkAboutMBA MEETING RESOLUTION 1-27-2016 RESOLUTION AUTHORIZING NOT TO EXCEED $7,800,000 MUNICIPAL AUTHORITY Y REFUNDON(TB NDSING AUTHY OF ,VONIA BUILDING SERIES 2016(LIMITED TAX GENERAL OBLIGATION) Minutes of a special meeting of the Commission of the Municipal Building Authority of Livonia, County of Wayne, State of Michigan held in the City of Livonia on January 27, 2016, at 9:00 a.m., prevailing Eastern Time. PRESENT: Commissioners: Fried Slater Nash ABSENT: Commissioners: None The following preamble and resolution were offered by Commissioner Slater and supported by Commissioner Nash U 3, WHEREAS, Act 34, Public Acts of Michigan, 2001 ("Act 34"), and Act 31, Public Acts of N Michigan, 1948 (First Extra Session), as amended (`Act 31"), permit the Municipal Building Authority of Livonia, County of Wayne, State of Michigan (the "Authority")to refund all or part of the municipal Y g securities of the Authority;and 0 a a WHEREAS, the Commission determines that it is in the best interest of the Authority and the City of Livonia, a municipal corporation of the State of Michigan (the "City") to refund all or a portion w of the Authority's 2008 Building Authority (District Court facility) Bonds (Limited Tax General Obligation),dated December 23,2008 (the"Prior Bonds");and WHEREAS, a Refunding Contract between the City and the Authority providing for the refunding of all or a portion of the Prior Bonds(the"Refunding Contract")has been prepared;and WHEREAS, the cost of refunding all or a portion of the Prior Bonds is presently estimated to be an amount not to exceed Seven Million Eight Hundred Thousand Dollars($7,800,000);and WHEREAS, to finance the cost of refunding all or a portion of the Prior Bonds, the Authority deems it necessary to borrow the sum of not to exceed Seven Million .Eight Hundred Thousand Dollars ($7,800,000)and issue bonds therefor as authorized by Act 31 and Act 34, NOW,THERF..fORE,BE IT RESOLVED THAT: 1. Authorization of Refunding Bonds,• Bond Terms. Bonds of the Authority designated Building Authority Refunding Bonds, Series 2016 (Limited Tax General Obligation) (the `Bonds") be issued in the aggregate principal amount of not to exceed Seven Million Eight Flundred Thousand Dollars ($7,800,000) as finally determined in the Sale Order executed by any officer of the Authority, respecting the sale of the Bonds (the "Sale Order"), for the purpose of refunding a portion of the Prior Bonds as shall be finally identified in the Sale Order; said issue to consist of bonds registered as to I principal and interest of the denomination of$5,000 or multiples of$5,000, be dated as of the date of delivery or such other date as may be finally identified in the Sale Order, numbered as determined by the Transfer Agent (as hereinafter defined), be subject to redemption prior to maturity, be serial bonds or terms bonds or both, and shall mature annually on May 1, or such other date as determined by any officer of the Authority, in each of the years as shall be finally identified in the Sale Order. The amount of the principal maturities of the Bonds shall be finally identified in the Sale Order. The Bonds shall bear interest at a rate or rates to be determined upon sale, first payable on the date as shall be finally identified in the Sale Order and semi-annually thereafter. Interest shall be paid by check drawn on the Transfer Agent mailed to the registered owner of the Bonds at the registered address, as shown on the registration books of the Authority maintained by the Transfer Agent. Interest shall be payable to the registered owner of record as of the fifteenth day of the month prior to the payment date for each interest payment_ The date of determination of registered owner for purposes of payment of interest as provided in this paragraph may be changed by the Authority to conform to market practice in the future. The principal of the Bonds shall be payable at a bank or trust company as shall be finally identified in the Sale Order as registrar, paying agent and transfer agent for the Bonds (the"Transfer Agent"). 2. Execution of Bonds; Book-Entry-Only Form. The Bonds of this issue shall be executed in the name of the Authority with the manual or facsimile signatures of the Chairman and Secretary of the Authority and shall have the seal of the Authority, or a facsimile thereof; printed or impressed on the Bonds. No Bond signed by facsimile signatures shall be valid until authenticated by an authorized Y officer or representative of the Transfer Agent. U O The Bonds may be issued in book-entry-only form through the Depository Trust Company in Pi New York, New York ("DTC") and any officer of the Authority is authorized to execute such custodial or other agreement with DTC as may be necessary to accomplish the issuance of the Bonds in book- entry-only form and to make such changes in the Bond form within the parameters of this resolution as may be required to accomplish the foregoing. 3. Transfer of Bonds. The Transfer Agent shall keep the books of registration for this issue on behalf of the Authority. Any Bond may be transferred upon such registration books by the registered owner of record, in person or by the registered owner's duly authorized attorney, upon surrender of the Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Transfer Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Transfer Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. The Transfer Agent shall require the payment by the bondholder requesting the transfer of any tax or other governmental charge required to be paid with respect to the transfer. 4. Security for the Bonds. The Bonds shall be issued in anticipation of and be payable from the payments to be received by the Authority from the City pursuant to the Refunding Contract, which payments are a limited tax general obligation of the City. To secure the payment of the principal of and interest on the Bonds, all payments to be received by the Authority from the City pursuant to the Refunding Contract are hereby pledged solely and only for the payment of the Bonds and a statutory first lien is hereby established upon and against such payments for such purpose. -2- 4 5. Bond and Interest Redemption Fund', Defeasance of Bonds. There shall be established and maintained a separate depository account designated as the 2016 BUILDING AUTHORITY REFUNDING BONDS BOND AND INTEREST REDEMPTION FUND (the "Bond and Interest Redemption Fund"). The moneys on deposit in the Bond and Interest Redemption Fund shall be used solely and only for the purpose of paying the principal of and interest on the Bonds when due. The Bond and Interest Redemption Fund shall be kept at a bank or trust company authorized by law to hold the moneys to be deposited therein. All payments received by the Authority from the City pursuant to the Refunding Contract for the payment of the principal of and interest on the Bonds shall be deposited, as received, into the Bond and Interest Redemption Fund;provided, however, that pursuant to the Refunding Contract, payments required to be made by the City pursuant to the Refunding Contract for the payment of principal of and interest on the Bonds may be made by funds transfer by the City directly to the Transfer Agent, and such payments shall be deemed to have been made to the Authority and the City shall be credited with such payment. In the event cash or direct obligations of the United States or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay the principal of and interest on the Bonds when due, shall be deposited in trust, this resolution shall be defeased and the owners of the Bonds shall have no further rights under this resolution except to receive payment of the principal of and interest on the Bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange Bonds as provided herein. 6. Bond Proceeds-, Bond Issuance Fund; Escrow Fund; Escrow Agreement. The proceeds of the Bonds shall be used to secure payment of the Prior Bonds and to pay the costs of issuance of the Bonds as provided in this paragraph. Upon receipt of the proceeds of sale of the Bonds the accrued interest if any, shall be deposited in the Bond and Interest Redemption Fund for the Bonds. From the proceeds of the Bonds there shall next be set aside a sum sufficient to pay the costs of issuance of the Bonds in a fund designated as the BOND ISSUANCE FUND (the "Bond Issuance Fund''}, which may be established by the Authority or by the Escrow Agent (hereinafter defined). Moneys in the Bond Issuance Fund shall be used solely to pay expenses of issuance of the Bonds. Any amounts remaining in the Bond Issuance Fund after payment of issuance expenses shall be transferred to the Bond and Interest Redemption Fund for the Bonds. The balance of the proceeds of the Bonds together with any moneys transferred by the Authority at the time of sale of the Bonds from the Bond and Interest Redemption Fund for the Prior Bonds and any other available funds of the Authority, shall be deposited in an escrow fund (the "Escrow Fund") consisting of direct obligations of or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America or other obligations the principal of and interest on which are fully secured by the foregoing or held as uninvested cash, and used to pay principal, interest and redemption premium, if any, on all or a portion of the Prior Bonds as shall be finally identified in the Sale Order. The Escrow Fund shall be held by an escrow agent as shall be identified in the Sale Order (the "Escrow Agent") pursuant to an escrow agreement (the "Escrow Agreement") which shall irrevocably direct the Escrow Agent to take all necessary steps to call any Prior Bonds specified by the Authority upon sale of the Bonds for redemption, including publication and mailing of redemption notices, on any date specified by the Authority that the Prior Bonds may be called for redemption. The investments held in the Escrow Fund shall be such that the sum will be sufficient, without reinvestment, to pay the principal, interest and redemption premium on the Prior Bonds when due or upon the call for redemption required by this paragraph. Following establishment of the Escrow -3- i Fund, any amounts retraining in the Bond and Interest Redemption Fund for the Prior Bonds shall be transferred to the Bond and Interest Redemption Fund for the Bonds or shall be transferred to the Escrow Fund. 7. Bond Form. The Bonds shall be in substantially the following form with such alterations as necessary to conform to the sale details of the Bonds: U J d W Z 4 N Z a X U D n ❑ Q a O w z a ❑ rc w _J -4- UNITED STATES OF AMERICA STATE OF MICHIGAN COUNTY OF WAYNE MUNICIPAL BUILDING AUTHORITY OF LIVONIA BUILDING AUTHORITY REFUNDING BOND SERIES 2016(LIMITED TAX GENERAL OBLIGATION) Interest Rate Maturity Date Date of Original Issue CUSIP May 1, , 2016 Registered Owner: Principal Amount: Dollars The MUNICIPAL BUILDING AUTHORITY OF I.IVONIA, a public corporation of the State of Michigan (the "Issuer"), acknowledges itself to owe and for value received hereby promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, in lawful money of the United States of America, on the Maturity Date specified above unless prepaid prior thereto as hereinafter Z provided, with interest thereon (computed on the basis of a 360-day year consisting of twelve 30-day months) ° from the Date of Original Issue specified above or such later date to which interest has been paid, until paid, at the Interest Rate per annum specified above, first payable on , 2016 and semiannually thereafter. o Principal of this bond is payable at the designated corporate trust office of or such other transfer agent as the Issuer may hereafter designate by notice mailed to the registered owner not less than sixty (60) days prior to any interest payment date. Interest on this z bond is payable to the registered owner of record as of the fifteenth (15th)day of the month preceding the interest payment date as shown on the registration books of the Issuer maintained by the transfer agent, by check or draft mailed to the registered owner at the registered address. The bonds of this issue are issued in anticipation of and are payable from the proceeds of certain payments required to be paid to the Issuer by the City of Livonia, County of Wayne, Michigan (the "City") pursuant to a Refunding Contract dated January 27, 2016 (the "Refunding Contract"). The payments are limited tax full faith and credit first budget general obligations of the City payable from general funds of the City including collections of ad valorem taxes which must be levied by the City if necessary to make such payments, but subject to applicable constitutional, statutory and charter tax rate limitations. The Issuer has irrevocably pledged to the payment of the bonds the payments payable by the City as set forth in the contract, the total of the payments being sufficient in amount to pay promptly when due the principal of and interest on the bonds of this issue, and a statutory first lien on such payments has been created by the bond authorizing resolution for such payment. This bond is one of a total authorized issue of bonds of even original issue date, aggregating the principal sum of $ issued under and in full compliance with the Constitution and statutes of the State of Michigan, including specifically Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, and Act 34, Public Acts of Michigan, 2001, as amended, and pursuant to a certain resolution duly adopted by the Commission of the Issuer on January 27, 2016 for the purpose of refunding all or a portion of the Issuer's 2008 Building Authority(District Court Facility) Bonds(Limited Tax General Obligation). Bonds maturing in the years 20_ through 20 , inclusive, shall not be subject to redemption prior to maturity. Bonds or portions of bonds in multiples of $5,000 maturing in the year 20� and thereafter shall be -5- subject to redemption prior to maturity, at the option of the Issuer, in any order of maturity and by lot within any maturity, on any date on or after May 1, 20, at par and accrued interest to the date fixed for redemption. [Insert Term Bond redemption provisions, if necessary_] In case less than the full amount of an outstanding bond is called for redemption, the Transfer Agent, upon presentation of the bond called for redemption, shall register, authenticate and deliver to the registered owner of record a new bond in the principal amount of the portion of the original bond not called for redemption. Notice of redemption shall be given to the registered owner of any bond or portion thereof called for redemption by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered address of the registered owner of record. A bond or portion thereof so called for redemption shall not bear interest after the date fixed for redemption provided funds are on hand with the Transfer Agent to redeem said bond or portion thereof. This bond is transferable only upon the books of the Issuer kept for that purpose at the office of the transfer agent by the registered owner hereof in person, or by the registered owner's attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the transfer agent duly executed by the registered owner or the registered owner's attorney duly authorized in writing, and thereupon a new registered bond or bonds in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor as provided in the Resolution, and upon the payment of the charges, if any,therein prescribed. w Z For a complete statement of the funds from which and the conditions under which this bond is payable Q and the general covenants and provisions pursuant to which this bond is issued, reference is made to the Resolution and the Refunding Contract. 0 a This bond is not valid or obligatory for any purpose until the transfer agent's Certificate of Authentication Z on this bond has been executed by the transfer agent. a U W It is hereby certified and recited that all acts, conditions and things required by law to be done precedent to and in the issuance of this bond and the series of bonds of which this is one have been done and performed in regular and due time and form as required by law. IN WITNESS WHEREOF, the Municipal Building Authority of Livonia, by its Commission, has caused this bond to be signed in its name by the facsimile signature of the Chairman and by the facsimile signature of the Secretary of the Commission and its corporate seal to be hereunto imprinted,all as of the Date of Original Issue. MUNICIPAL BUILDING AUTHORITY OF LIVONIA By: Its: Chairman By: Its: Secretary (SEAL) -6- FORM OF CERTIFICATE OF AUTHENTICA`T'ION This bond is one of the bonds described herein. Transfer Agent By: W_r_ Authorized Signatory Authentication Date: 0. Ld Z O H z 4 Y U O 4 d 0 w z 4 U K J_ r7� 8. Ne otiated Sale. The Authority has considered the option of selling the Bonds through a competitive sale and a negotiated sale and, pursuant to the requirements of Act 34, and based on the advice of the Authority's financial advisor, hereby determines that a negotiated sale of the Bonds provides the Authority with greater flexibility in structuring bond maturities and the timing of the sale of the Bonds and will result in the lowest interest cost to the Authority. 9. Bond Purchase Agreement; Award. The Chairman, Secretary and Treasurer arc each authorized to negotiate the sale of the Bonds with Fifth Third Securities, Inc., or such bank or financial institution as determined in the Sale Order (the "Underwriter"), negotiate and execute a bond purchase agreement with the Underwriter, if necessary, execute a Sale Order specifying the final terms of the Bonds and take all other necessary actions required to effectuate the sale, issuance and delivery of the Bonds within the parameters authorized in this resolution,provided that the net present value savings to be realized by the Authority shall not be less than 3.00% of the principal amount of the Prior Bonds to be refunded, provided further that the true interest cost of the Bonds shall not exceed 4.00%,provided ,further that the underwriter's discount shall not exceed 0.45% of the par amount of the Bonds. 10. Adjustment of Bond Terms. The Chairman, Secretary and Treasurer are each authorized to execute and deliver a sale order approving the final terns of the Bonds, adjust the final bond details set forth herein to the extent necessary or convenient to complete the transaction authorized herein, and in pursuance of the foregoing is authorized to exercise the authority and make the determinations authorized pursuant to Section 315(1)(d) of Act 34, including but not limited to determinations regarding interest rates, prices, discounts, maturities, principal amounts, denominations, dates of Y issuance, interest payment dates, redemption rights, the place of delivery and payment, designation of series,the portion or portions of the Prior Bonds to be refunded, and other matters, within the parameters established by this Resolution. 11, Tax Covenant; Qualified Tax Exempt Obligations. The Authority shall, to the extent permitted by law, take all actions within its control necessary to maintain the exemption of the interest on the Bonds from general federal income taxation (as opposed to any alternative minimum or other indirect taxation) under the Internal Revenue Code of 1986, as amended (the "Code"), including, but not limited to, actions relating to any required rebate of arbitrage earnings and the expenditure and investment of Bond proceeds and moneys deemed to be Bond proceeds. The Bonds are hereby designated as "qualified tax-exempt obligations" for purposes of deduction of interest expense by financial institutions. 12. Continuing Disclosure Undertaking. The Authority and the City agree to enter into a continuing disclosure undertaking for the benefit of the holders and beneficial owners of the Bonds in accordance with the requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission, and each officer of the Authority is each hereby authorized to execute such undertaking on behalf of the Authority prior to delivery of the Bonds. 13. Authorization of other Actions. The Chairman, Secretary and Treasurer are each hereby authorized and directed to: (a) approve the circulation of a preliminary official statement describing the Bonds and to deem the preliminary official statement "final" for purposes of Rule 15c2-12 of the SEC; (b) approve the circulation of a final official statement describing the Bonds and to execute the same on behalf of the City; (c) solicit bids for and approve the purchase of a municipal bond insurance policy for the Bonds; and (d) do all other acts and take all other necessary procedures, and to make such other _g- filings with any parties, including the Michigan Department of Treasury, necessary or desirable to effectuate the sale, issuance and delivery of the Bonds. 14. Approval of Refunding Contract. The Refunding Contract attached hereto and made a part hereof, which terms are consistent with the terms of this Resolution, is hereby approved, and the Chairman and Secretary of the Authority are hereby authorized and directed to execute the Refunding Contract. 15, Bond Counsel. Miller, Canfield, Paddock and Stone, P.L.C. is hereby appointed to serve as bond counsel for the Bonds, notwithstanding the periodic representation in unrelated matters of parties or potential parties to the transaction contemplated by this Resolution, including the Underwriter. 16. Financial Advisor. Public Financial Management, Inc., is retained as the registered municipal financial advisor in connection with the issuance of the Bonds. 17. Rescission. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are hereby are rescinded. AYES: Commissioners: Fried, Slater, Nash J L Ld z a r Yz NAYS: Commissioners: None U d O 0 RESOLUTION DECLARED ADOPTED. J W d U d' W J Secretary I hereby certify that the foregoing constitutes a true and complete copy of a resolution adopted by the Commission of the Municipal Building Authority of Livonia, at a special meeting held on January 27, 2016, and that said meeting was conducted and public notice of said meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act 267, Public Acts of 1976, as amended, and that the minutes of said meeting were kept and will be or have been made available as required by said Act. Secretary -9- EXHIBIT A [ATTACH REFUNDING CONTRACT HERE] U J a w z a r a 25670695.41053426-00010 Y U 0 a a 0 dj z Q U w _J -10-