A RESOLUTION OF POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT, AUTHORIZING THE ISSUANCE OF SPECIAL ASSESSMENT BONDS, SERIES 2024
Notice Tags
Bonds
Notice Type(s)
Notice,
Bond
Event Start Date & Time
August 20, 2024 11:00 AM
Description/Agenda
RESOLUTION NO. 2024-07
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT (THE 'DISTRICT'), AUTHORIZING THE ISSUANCE AND SALE OF THE ISSUANCE OF THE DISTRICT'S SPECIAL ASSESSMENT BONDS, SERIES 2024 (POINTE WEST ASSESSMENT AREA NO. 1) (THE 'SERIES 2024 BONDS') IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,090,000; FIXING THE MAXIMUM PRINCIPAL AMOUNT OF THE SERIES 2024 BONDS, THE MAXIMUM NUMBER OF YEARS OVER WHICH THE SERIES 2024 BONDS MAY MATURE, THE MAXIMUM INTEREST RATE WHICH THE SERIES 2024 BONDS MAY BEAR, AND THE MAXIMUM DISCOUNT FROM PAR AT WHICH THE SERIES 2024 BONDS MAY BE SOLD; DELEGATING TO CERTAIN OFFICERS OF THE DISTRICT THE AUTHORITY TO APPROVE THE FINAL TERMS AND PROVISIONS OF THE SERIES 2024 BONDS WITHIN THE PARAMETERS SET FORTH HEREIN; AUTHORIZING THE EXECUTION BY THE DISTRICT OF AN INDENTURE OF TRUST AND PLEDGE, A PRELIMINARY LIMITED OFFERING MEMORANDUM, A LIMITED OFFERING MEMORANDUM, A BOND PURCHASE AGREEMENT, A CONTINUING DISCLOSURE AGREEMENT, A COMPLETION AGREEMENT, A COLLATERAL ASSIGNMENT AGREEMENT AND OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION; PROVIDING FOR A POSTING OF A NOTICE OF BONDS TO BE ISSUED; AND RELATED MATTERS.
WHEREAS, the Board of Trustees (the 'Board') of the Pointe West Public Infrastructure District (the 'District'), pursuant to the Designation Resolution (as defined below) has designated an assessment area to be known as the 'Pointe West Assessment Area No. 1' (the 'Assessment Area') for the purpose of financing the costs of publicly owned infrastructure, facilities or systems, along with other necessary miscellaneous improvements (collectively, the 'Improvements'), including administrative and overhead costs, capitalized interest and the costs of funding a bond funded reserve fund pursuant to the Assessment Area Act, Title 11, Chapter 42, Utah Code Annotated 1953, as amended (the 'Act'); and
WHEREAS, the Board previously adopted Resolution No. 2024-05 on June 26, 2024, pursuant to which the Board authorized the resolution designating the Assessment Area (the 'Designation Resolution') and an assessment ordinance relating to the Assessment Area (the 'Assessment Ordinance'); and
WHEREAS, the Designation Resolution dated June 26, 2024, has been executed and was recorded by the County Recorder of Iron County, Utah on July 3, 2024; and
WHEREAS, the Assessment Ordinance dated June 26, 2024 (the 'Assessment Ordinance'), has been executed and a Notice of Assessment Interest was recorded by the County Recorder of Iron County, Utah on July 3, 2024; and
WHEREAS, in order to finance the Improvements, the Board desires to issue its not to exceed $3,090,000 Special Assessment Bonds, Series 2024 (Pointe West Assessment Area No. 1) (the 'Series 2024 Bonds') (to be issued in one or more series and with such other series or title designation(s) as may be determined by the District) pursuant to an Indenture of Trust and Pledge in substantially the form presented to the meeting at which this Resolution was adopted and which is attached hereto as Exhibit B (the 'Indenture'); and
WHEREAS, there has been presented to the Board at this meeting a form of a bond purchase agreement (the 'BPA'), in substantially the form attached hereto as Exhibit C to be entered into between the District and D.A. Davidson & Co. (the 'Underwriter') for the purchase of the Series 2024 Bonds; and
WHEREAS, there has been presented to the Board at this meeting a form of a Preliminary Limited Offering Memorandum (the 'PLOM'), in substantially the form attached hereto as Exhibit D; and
WHEREAS, there has been presented to the Board at this meeting a form of a Continuing Disclosure Agreement (the 'CDA'), in substantially the form attached hereto as Exhibit E; and
WHEREAS, there has been presented to the Board at this meeting a form of a Completion Agreement (the 'Completion Agreement'), in substantially the form attached hereto as Exhibit F; and
WHEREAS, there has been presented to the Board at this meeting a form of a Collateral
Assignment Agreement (the 'Collateral Assignment Agreement'), in substantially the form attached hereto as Exhibit G; and
WHEREAS, the Public Infrastructure District Act, Title 17D, Chapter 4, Utah Code Annotated 1953, as amended (the 'PID Act'), provides for the running of a contest period with regard to bonds issued by public infrastructure districts, and the District desires to provide notice of such contest period; and
WHEREAS, in order to allow the District flexibility in confirming the terms of the Series 2024 Bonds and the Indenture, the Board desires to grant to any member of the Board (each a 'Designated Officer') the authority to approve the final Indenture and any additional documents, as needed, and any changes with respect thereto from the form which was before the Board at the time of adoption of this Resolution, and the authority to approve the final interest rates, principal amounts, terms, maturities, redemption features, and purchase price at which the Series 2024 Bonds shall be sold, and any changes with respect thereto from those terms which were before the Board at the time of adoption of this Resolution, provided such changes and terms do not exceed the parameters set forth for such terms in this Resolution (the 'Parameters');
NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of the Pointe West Public Infrastructure District, as follows:
Section 1. The terms defined or described in the recitals hereto shall have the same meanings when used in the body of this Resolution.
Section 2. All actions heretofore taken (not inconsistent with the provisions of this Resolution) by the Board and by the officers of the District directed toward the execution and delivery of the Series 2024 Bonds and Indenture are hereby ratified, approved, and confirmed.
Section 3. The Indenture, the BPA, and the CDA in substantially the forms presented to this meeting and attached hereto as Exhibits B, C, and E, respectively, are hereby authorized, approved, and confirmed. The Chair or Vice Chair/Treasurer and the Secretary/Clerk are hereby authorized to execute and deliver the Indenture, the BPA, and the CDA in substantially the forms and with substantially the content as the forms presented at this meeting for and on behalf of the District, with final terms as may be established by the Designated Officer within the parameters set forth herein, and with such alterations, changes or additions as may be necessary or as may be authorized by Section 8 hereof.
Section 4. The Designated Officer is hereby authorized to specify and agree as to the method of sale, the final principal amounts, terms, discounts, maturities, interest rates, redemption features, and purchase price with respect to the Series 2024 Bonds for and on behalf of the District, provided that such terms are within the Parameters set by this Resolution. The determination of the final terms and redemption provisions for the Series 2024 Bonds by the Designated Officer shall be evidenced by the execution of the BPA.
Section 5. The use and distribution of the Limited Offering Memorandum and the PLOM, in substantially the form presented at this meeting and attached hereto as Exhibit D, is hereby authorized and approved, with such changes, omissions, insertions and revisions as the appropriate officers of the District shall deem advisable. The appropriate officers of the District are hereby authorized to do or perform all such acts and to execute all such certificates, documents and other instruments as may be necessary or advisable in connection therewith, subject to completion thereof with the information established at the time of the sale of the Series 2024 Bonds. The final Limited Offering Memorandum is hereby authorized in substantially the form of the PLOM, with such changes, omissions, insertions and revisions as the appropriate officers of the District shall deem advisable, including the completion thereof with the information established at the time of the sale of the Series 2024 Bonds.
Section 6. The District hereby authorizes the issuance of the Series 2024 Bonds in the aggregate principal amount of not to exceed Three Million Ninety Thousand Dollars ($3,090,000). The Series 2024 Bonds shall bear interest, shall be dated, shall be issued as fully registered bonds, and shall mature as provided in the Indenture, provided that the Series 2024 Bonds shall mature in not more than thirty (30) years from the date of the adoption of this Resolution, shall be sold at a price not less than ninety-five percent (95%) of the total principal amount thereof, shall bear interest at a rate or rates not to exceed twelve percent (12.00%) per annum, as shall be approved by the Designated Officer, all within the Parameters set forth herein.
Section 7. The form, terms, and provisions of the Series 2024 Bonds and the provisions for the signatures, authentication, payment, registration, transfer, exchange, redemption, and number shall be as set forth in the Indenture. The Designated Officers are hereby authorized and directed to execute and seal the Series 2024 Bonds and to deliver said Series 2024 Bonds to the trustee for authentication. The signatures of the Designated Officers may be by electronic, facsimile or manual execution.
Section 8. The Designated Officer or other appropriate officials of the District are authorized to make any alterations, changes or additions to the Indenture, the Series 2024 Bonds, the BPA, the PLOM, the LOM, the CDA, or any other document herein authorized and approved which may be necessary to conform the same to the final terms of the Series 2024 Bonds (within the Parameters set by this Resolution), to conform to any applicable bond insurance or reserve instrument or to remove the same, to correct errors or omissions therein, to complete the same, to remove ambiguities therefrom, or to conform the same to other provisions of said instruments, to the provisions of this Resolution or any resolution adopted by the Board or the provisions of the laws of the State of Utah or the United States.
Section 9. Upon their issuance, the Series 2024 Bonds will constitute special limited obligations of the District payable solely from and to the extent of the sources set forth in the Series 2024 Bonds and the Indenture. No provision of this Resolution, the Indenture, the Series 2024 Bonds, or any other instrument, shall be construed as creating a general obligation of the District, or of creating a general obligation of the State of Utah or any political subdivision thereof, or as incurring or creating a charge upon the general credit of the District.
Section 10. After the Series 2024 Bonds are delivered to the Underwriter, and upon receipt of payment therefor, this Resolution shall be and remain irrepealable until the principal of, premium, if any, and interest on the Series 2024 Bonds are deemed to have been duly discharged in accordance with the terms and provisions of the Indenture and this Resolution.
Section 11. The Designated Officer or other appropriate officials of the District, and each of them, are hereby authorized and directed to execute and deliver for and on behalf of the District any or all additional certificates, documents and other papers (including, without limitation, any escrow agreement and tax compliance procedures, benefits studies, continuing disclosure agreement and other documents) and to perform all other acts they may deem necessary or appropriate in order to implement and carry out the matters authorized in this Resolution and the documents authorized and approved herein.
Section 12. In accordance with the provisions of the PID Act, the Secretary/Clerk will cause a 'Notice of Bonds to be Issued' (the 'Notice') to be posted as a Class A notice under Section 63G-30-102, Utah Code Annotated 1953, as amended (i) on the Utah Public Notice Website created under Section 63A-16-601, Utah Code Annotated 1953, as amended, and (ii) in a public location near the District that is reasonably likely to be seen by individuals who pass through or near the affected area. The Secretary/Clerk shall cause a copy of this resolution (together with all exhibits hereto) to be kept on file with its counsel, for public examination during the regular business hours of its counsel, until at least thirty (30) days from and after the date of the posting thereof. The posting of the Notice shall trigger a 30-day contest period under the PID Act, which 30-day contest period will not interfere with or constitute a novation of the 60-day contest period already running with regard to the Assessment Ordinance and Series 2024 Bonds under the Act. The District directs its officers and staff to post the Notice in substantially the following form:
NOTICE OF BONDS TO BE ISSUED
NOTICE IS HEREBY GIVEN pursuant to the provisions of the Public Infrastructure District Act, Title 17D, Chapter 4 (the 'PID Act') and Assessment Area Act, Title 11, Chapter 42 of the Utah Code Annotated 1953, as amended, that on August 19, 2024, the Board of Trustees (the 'Board') of the Pointe West Public Infrastructure District (the 'District'), adopted a resolution (the 'Resolution') in which it authorized the issuance of the District's Special Assessment Bonds, Series 2024 (Pointe West Assessment Area No. 1) (the 'Series 2024 Bonds') (to be issued in one or more series and with such other series or title designation(s) as may be determined by the District).
PURPOSE FOR ISSUING THE SERIES 2024 BONDS
The Series 2024 Bonds will be issued for the purpose of (a) financing all or a portion of the cost of public infrastructure as permitted under the Special District Act, Title 17B, Utah Code Annotated 1953, as amended, (b) funding capitalized interest, (c) funding a reserve fund or a surplus fund, and (d) paying costs of issuance of the Series 2024 Bonds.
PARAMETERS OF THE SERIES 2024 BONDS
The District intends to issue the Series 2024 Bonds in the aggregate principal amount of not more than Three Million Ninety Thousand Dollars ($3,090,000), to mature in not more than thirty (30) years from their date or dates, to be sold at a price not less than ninety-five percent (95%) of the total principal amount thereof and bearing interest at a rate or rates not to exceed twelve percent (12.00%) per annum. The Series 2024 Bonds are to be issued and sold by the District pursuant to the Resolution, including as part of said Resolution, an Indenture of Trust and Pledge (the 'Indenture') which was before the Board in substantially final form at the time of the adoption of the Resolution and said Indenture is to be executed by the District in such form and with such changes thereto as shall be approved by the District; provided that the principal amount, interest rate or rates, maturity, and discount of the Series 2024 Bonds will not exceed the maximums set forth above. The District reserves the right to not issue the Series 2024 Bonds for any reason and at any time up to the issuance of the Series 2024 Bonds.
REVENUES TO BE PLEDGED
The Series 2024 Bonds are special assessment obligations of the District payable from assessments to be levied on property within the boundaries of the District (the 'Pledged Revenues').
OUTSTANDING BONDS SECURED BY PLEDGED REVENUES
The District currently has $-0- principal amount of bonds outstanding secured by the Pledged Revenues.
TOTAL ESTIMATED COST OF SERIES 2024 BONDS
Based on the District's current plan of finance and a current estimate of interest rates, the total principal and interest cost of the Series 2024 Bonds is estimated at approximately $6,686,312.
A copy of the Resolution and the Indenture are on file at Snow Jensen & Reece, 912 West 1600 South, Suite B-200, St. George, UT 84770, where they may be examined during regular business hours from 9:00 a.m. to 4:00 p.m. Monday through Friday, for a period of at least thirty (30) days from and after the date of posting of this notice.
NOTICE IS FURTHER GIVEN that a period of thirty (30) days from and after the date of the publication of this notice is provided by law during which any person in interest shall have the right to contest the legality of the Resolution, the Indenture (as it pertains to the Series 2024 Bonds), or the Series 2024 Bonds, or any provision made for the security and payment of the Series 2024 Bonds, and that after such time, no one shall have any cause of action to contest the regularity, formality, or legality thereof for any cause whatsoever.
DATED this August 19, 2024.
/s/ Seth Robertson
Secretary/Clerk
Section 13. The District hereby reserves the right to opt not to issue the Series 2024 Bonds for any reason.
Section 14. It is hereby declared that all parts of this Resolution are severable, and if any section, clause, or provision of this Resolution shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, clause, or provision shall not affect the remaining sections, clauses, or provisions of this Resolution.
Section 15. All resolutions, orders, and regulations or parts thereof heretofore adopted or passed which are in conflict herewith are, to the extent of such conflict, hereby repealed. This repealer shall not be construed so as to revive any resolution, order, regulation, or part thereof heretofore repealed.
Section 16. This Resolution shall be in full force and take effect immediately upon its approval and adoption.
PASSED AND APPROVED this August 19, 2024.
POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT
By:
Chair
ATTEST:
By:
Secretary/Clerk
(Here follows other business not pertinent to the above.)
Pursuant to motion duly made and seconded, the meeting of the Board of Trustees of the District adjourned.
POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT
By:
Chair
ATTEST:
By:
Secretary/Clerk
STATE OF UTAH )
: ss.
COUNTY OF IRON )
I, Seth Robertson, the duly appointed and qualified Secretary/Clerk of the Pointe West Public Infrastructure District (the 'District'), do hereby certify according to the records of the Board of Trustees of the District (the 'Board') in my official possession that the foregoing constitutes a true and correct excerpt of the minutes of the meeting of the Board held on August 19, 2024, including a resolution (the 'Resolution') adopted at said meeting as said minutes and Resolution are officially of record in my possession.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and impressed hereon the official seal of said District, this August 19, 2024.
(SEAL)
POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT
By:
Secretary/Clerk
EXHIBIT A
CERTIFICATE OF COMPLIANCE WITH OPEN MEETING LAW
I, Seth Robertson, the undersigned Secretary/Clerk of the Pointe West Public Infrastructure District (the 'District'), do hereby certify, according to the records of the District in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-202, Utah Code Annotated, 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time and place of the August 19, 2024, public meeting held by the Board of Trustees of the District (the 'Board') as follows:
(a) By causing a Notice, in the form attached hereto as Schedule 1, to be posted on the Utah Public Notice Website (http://pmn.utah.gov) at least twenty-four (24) hours prior to the convening of the meeting; and
(b) By causing a Notice, in the form attached hereto as Schedule 1, to be posted at the District's principal offices at least twenty-four (24) hours prior to the convening of the meeting, said Notice having continuously remained so posted and available for public inspection until the completion of the meeting.
The Board of the District does not schedule regular meetings and meets on an 'as needed' basis.
IN WITNESS WHEREOF, I have hereunto subscribed my official signature this August 19, 2024.
(SEAL)
POINTE WEST PUBLIC INFRASTRUCTURE DISTRICT
By:
Secretary/Clerk
SCHEDULE 1
NOTICE OF MEETING AND AGENDA
(To be attached)
EXHIBIT B
FORM OF INDENTURE OF TRUST AND PLEDGE
EXHIBIT C
BOND PURCHASE AGREEMENT
EXHIBIT D
PRELIMINARY LIMITED OFFERING MEMORANDUM
EXHIBIT E
CONTINUING DISCLOSURE AGREEMENT
EXHIBIT F
COMPLETION AGREEMENT
EXHIBIT G
COLLATERAL ASSIGNMENT AGREEMENT
Notice of Special Accommodations (ADA)
The District complies with the Americans with Disabilities Act by providing accommodations and auxiliary communicative aids and services for all those in need of assistance. Persons requesting these accommodations for public meetings should call Jennifer Gowans at 435-628-3688 at least 24 hours before the meeting.
Notice of Electronic or Telephone Participation
Unless otherwise noted on the posted Agenda, meetings of the Board of Trustees will be held in person. For meetings held via videoconferencing or telephonic communication Trustees and other meeting participants and attendees will be able to participate remotely. Persons requesting video conference or telephonic accommodation for public meetings should call Jennifer Gowans at 435-628-3688 to make arrangements.