11/08/2016 Ordinances 9611��
,
ORDINANCE NO. 9611
AN ORDINANCE PROVIDING FOR THE PURCHASE AND LEASING OF AN
AGRICULTURAL EXPOSITION AND EVENTS CENTER FOR THE CITY OF GRAND
ISLAND; AUTHORIZING EXECUTION AND DELIVERY OF A FOURTH ADDENDUM
TO LEASE PURCHASE AGREEMENT WITH FONNER PARK EXPOSITION AND
EVENTS CENTER, 1NC., AMENDING AND CONFIRMING THE TERMS OF A LEASE
PURCHASE AGREEMENT PREVIOUSLY ENTERED INTO, RELATING TO THE
CONSTRUCTION AND ACQUISITION OF SAID EVENTS CENTER FOR USE BY THE
CITY OF GRAND ISLAND, NEBRASKA; APPROVING THE EXECUTION OF
DOCUMENTS WITH RESPECT TO SAID FOURTH ADDENDUM; PROVIDING FOR
CONFIRMATION OF THE ACCEPTANCE OF TITLE; APPROVING THE TERMS OF A
TRUST INDENTURE AND SECURITY AGREEMENT; MAKING CERTAIN
DETERMINATIONS WITH RESPECT TO REFUNDING BONDS TO BE ISSUED UNDER
SUCH INDENTURE; AUTHORIZING THE APPROVAL OF A PURCHASE AGREEMENT
AND OTHER TERMS; PROVIDING FOR THE CALLING AND REDEMPTION OF
REFUNDED BONDS PREVIOUSLY ISSUED; PROVIDING FOR CERTAIN MATTERS
WITH RESPECT TO THE EXEMPTION OF INTEREST ON THE REFUNDING BONDS
AND PROVIDING FOR THE PUBLISHING OF THIS ORDINANCE.
BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND
ISLAND, NEBRASKA (the "City") as follows:
Section 1. The Mayar and Council hereby find and determine: that the City has
previously approved the execution and delivery of that Lease Purchase Agreement dated as of
October 9, 2041 (the "Original Lease Purchase Agreement") by and between the City and Fonner
Park Exposition and Events Center, Inc., (the "Corporation"), a Nebraska nonprofit corporation,
which agreement has been supplemented and amended by that Addendum to Lease Purchase
Agreement dated August 26, 2003 (the "First Addendum") and further supplemented and
amended by that Second Addendum to Lease Purchase Agreement dated December 1, 2004 (the
"Second Addendum") and further supplemented and amended by that Third Addendum to Lease
Purchase Agreement dated September 1, 2011 (the "Third Addendum" and together with the
Original Lease Purchase Agreement, First Addendum and Second Addendum, the "Existing
Agreement"); that pursuant to the Third Addendum, the Corporation issued Refunding Building
Bonds (Heartland Events Center Project), Series 2011, (the "Refunded Bonds"), which the
Refunded Bonds were issued for the purpose of refunding the Corporation's Building Bonds
(Heartland Events Center Project), Series 2004, date of original issue — December 28, 2004 (the
"2004 Bonds"), which the 2004 Bonds were issued to pay the costs of the construction and
acquisition of an agricultural exposition and events center to serve the City and its inhabitants
(the "Project") and which the Refunded Bonds remain outstanding and unpaid in the principal
amount of $4,100,000; that since the Refunded Bonds were issued, the rates of interest available
in the market have so declined that by the Corporation issuing its refunding bonds to provide for
the payment and redemption of the Refunded Bonds, a substantial savings in the amount of
yearly running interest will be made, thereby reducing the amount of payments required of the
City under the Existing Agreement; that the Corporation has been formed under the Nebraska
nonprofit corporation laws exclusively for purposes permitted by Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"); that it is necessary and advisable to
Approved as to Form �
November 7, 2016 Ci ttorney
ORDINANCE NO. 9611 (Cont.)
further supplement and amend the terms of the Existing Agreement in order to provide for the
refunding of the Refunded Bonds and a reduction in the payments required of the City under the
Existing Agreement, as allowed by the terms of the Existing Agreement; that the documents
necessary for such purposes have been prepared and said documents should be approved and
their execution authorized.
Section 2. The City of Grand Island shall enter into the Fourth Addendum to Lease
Purchase Agreement, with the Corporation, modifying the terms of the Existing Agreement (the
"Fourth Addendum" and together with the Existing Agreement, the "Agreement") and whereby
the Corporation has constructed and acquired the Project in accordance with specifications
approved by the City and with a set schedule of payments relating to the acquisition of the
Project and that the Fourth Addendum in substantially the form as the Third Addendum, but with
such changes as an Authorized Officer (as herein defined) may approve, providing for the
resetting of the amount of installment purchased payments, is hereby approved.
Section 3. The Mayor, Finance Director or City Administrator (each, an "Authorized
Officer") be and they are hereby authorized and directed to execute and deliver on behalf of the
City the Fourth Addendum, including any necessary counterparts, in substantially the form as the
Third Addendum entered into in connection with the Refunded Bonds, but with such changes or
modifications therein (specifically including the determination of the final amounts of the
installment purchase payments) as to an Authorized Officer seem necessary, desirable or
appropriate on behalf of the City; and said Authorized Officers are further authorized and
directed to execute and deliver any other documents or certificates and to do all other things
necessary or appropriate in connection with the Agreement, including causing the Refunded
Bonds to be called for redemption.
Section 4. The Mayor and Council hereby confirm the approval by the City of the
formation of the Corporation, including the Articles of Incorporation and Bylaws thereof and the
five currently serving directors thereof; and further approve the Trust Indenture and Security
Agreement (the "Indenture") from the Corporation in favor of a bank or trust company as
designated by an Authorized Officer, as trustee, under which Refunding Building Bonds
(Heartland Events Center Project), Series 2016, in the aggregate principal amount of not to
exceed $3,850,000 (the "Refunding Bonds") are to be issued, and the City hereby approves the
issuance of the Refunding Bonds, in such principal amount (or any lesser principal amount) and
bearing interest at rates as shall be set forth in the Indenture resulting in present value savings to
the City of not less than $130,000 over the debt service on the Refunded Bonds, and the sale of
said bonds through (a) a private placement with a bank or (b) a negotiated sale to an underwriter
as designated by an Authorized Officer, as initial purchaser, (the "Underwriter") in accordance
with the terms of a Bond Purchase Agreement in the form approved by an Authorized Officer
(the "Bond Purchase Agreement"), at a discount from the stated principal amounts not to exceed
1.00%, plus or minus any original issue discount or premium, is hereby approved. An
Authorized Officer is hereby further authorized to sign the approval form on the Bond Purchase
Agreement, term sheet or other such purchase agreement as may be necessary or appropriate in
the case of a private placement, on behalf of the City and to approve at the time of closing of the
purchase of the Refunding Bonds the final form of the Indenture, which Indenture shall be in
substantially the form of the Trust Indenture and Security Agreement entered into in connection
2
ORDINANCE NO. 9611 (Cont.)
with the Refunded Bonds, but with such changes as to an Authorized Officer seem necessary,
desirable or appropriate on behalf of the City.
Section 5. In connection with the execution and delivery of the Fourth Addendum and
the issuance by the Corporation of the Refunding Bonds, the following determinations and
approvals are hereby made by the Mayor and Council:
(a) The City herby declares, as provided in the Agreement, that it will
take title to the Project (including additions) when the Refunding Bonds are
discharged.
(b) The City hereby approves the Direction to Give Notice of
Redemption of the Refunded Bonds in the form approved by an Authorized
Officer and authorizes an Authorized Officer to direct the Corporation to execute
and deliver such Direction for Call, with any changes deemed necessary and
appropriate by the Corporation, to the Trustee. The City further authorizes the
Authorized Officers to take any and all actions necessary and appropriate to effect
the redemption of the Refunded Bonds.
(c) The Authorized Officers, or each individually, are hereby further
authorized to do any and all things and execute and approve any and all
documents deemed by them to be necessary and appropriate in connection with
the issuance of the Refunding Bonds and the redemption of the Refunded Bonds.
Section 6. The Mayor and Council hereby state that it is the intention of the City that
interest on the Refunding Bonds issued by the Corporation shall be excludable from gross
income under the federal income tax by virtue of Section 103 of the Code and Revenue Ruling
63-20 and Revenue Procedure 82-26 of the Internal Revenue Service and the Mayor and Council
hereby authorize the Authorized Officers (or any one or more of them) to take all actions
necessary or appropriate to carry out said intention and for obtaining such interest exclusion.
The City hereby covenants with the Corporation for the benefit of the purchasers and holders of
the Refunding Bonds that it will make no use of the proceeds of said issue, including monies
held in any sinking fund for the payments set forth in the Agreement or principal and interest on
the Refunding Bonds, which would cause the Refunding Bonds to be arbitrage bonds within the
meaning of Section 103 and 148 and other related sections of the Code and further covenants to
comply with said Sections 103 and 148 and related sections and all applicable regulations
thereunder throughout the term of said issue, including all requirements with respect to reporting
and payment of rebates, if applicable. The City hereby designates the Refiznding Bonds (as
issued on behalf of the City) as the City's "qualified tax-exempt obligations" pursuant to Section
265(b)(3)(B)(i)(III) of the Code and covenants and warrants that is does not reasonably expect to
issue or have issued on its behalf tax-exempt bonds or other tax-exempt interest bearing
obligations aggregating in principal amount more than $10,000,000 during calendar year 2016
(taking into consideration the exception for current refunding issues), provided that the amount
of the Refunding Bonds hereby designated shall be reduced as and to the extent that all or a
portion of the Refunding Bonds may be determined to be "deemed designated" in accordance
with the provision of Section 265(b)(3)(D) of the Code. The officers of the City (or any one of
them) are hereby authorized to make allocations of the Refunding Bonds (as to principal
maturities) and of the proceeds of the Refunding Bonds and debt service funds (related to
3
ORDINANCE NO. 9611 (Cont.)
payments due under the Agreement) of the City as may be deemed appropriate under the federal
tax laws and regulations, specifically including any allocations relating to the determination of
all or a portion of the Refunding Bonds as "deemed designated". Any such allocations made and
determinations set forth in a certificate by an officer of the City (which may be in cooperation
with any certification provided by the Corporation) shall be and constitute authorized
determinations made on behalf of the City with the same force and effect as if set forth in this
Ordinance.
Section 7. In the case of a negotiated sale with the Underwriter, the Mayor and Council
hereby authorize an Authorized Officer to approve, deem final and deliver on behalf of the City
the Preliminary Official Statement and the final Official Statement for the Refunding Bonds, all
in accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission. In
the case of a private placement with a bank, the Authorized Officers are hereby directed and
authorized to approve, deem final and deliver any form of private placement memoranduxn that
may be required or requested by the bank purchasing the Refunding Bonds.
Section 8. This Ordinance shall be in force and take effect from and after its publication
as provided by law.
Passed and approved this 8th day of November, 2016.
Attest:
��1�. �.��-�b.
City Clerk
�I
,
4
�� .... .�.. .`�
. � ` , �
� GRANO�
�0��,..«....�a s�'9
ci s� �GORP�R4?r� �p
.* ...�� *
GFC t0,'�1.
�FBRAS'�P