HomeMy WebLinkAboutHRA Resolution No. 2015-03 Selling Refunding Bonds Series 2015 N
• CERTIFICATION OF MINUTES RELATING TO
PUBLIC PROJECT REVENUE REFUNDING BONDS
(CITY OF EDINA ANNUAL APPROPRIATION LEASE OBLIGATIONS)
SERIES 2015A j
Issuer: Edina Housing and Redevelopment Authority
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Governing Body: Board of Commissioners
Kind, date,time and place of meeting: A regular meeting held on June 17,2015,at 7:00 o'clock
p.m.,at the City Hall,Edina,Minnesota.
Members present: James Hovland,Ann Swenson,Mary Brindle,Kevin Staunton,Bob Stewart
Members absent: None
Documents Attached:
Minutes of said meeting(including):
RESOLUTION NO.2015-03
RESOLUTION RELATING TO PUBLIC PROJECT REVENUE r
REFUNDING BONDS, SERIES 2015A(CITY OF EDINA
ANNUAL APPROPRIATION LEASE OBLIGATIONS);
• AUTHORIZING THE ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT THEREOF
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I,the undersigned,being the duly qualified and acting recording officer of the public
corporation issuing the Bonds referred to in the title of this certificate,certify that the documents
attached hereto,as described above,have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed;that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said Bonds; and that said meeting was duly held by the governing body at the time and place
and was,attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer on June 17,2015.
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Executive Direct r
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• Commissioner Swenson introduced the following resolution and moved its adoption,
which motion was seconded by Commissioner Staunton:
RESOLUTION RELATING TO PUBLIC PROJECT REVENUE
REFUNDING BONDS, SERIES 2015A(CITY OF EDINA
ANNUAL APPROPRIATION LEASE OBLIGATIONS);
AUTHORIZING THE ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT THEREOF
BE IT RESOLVED by the Board of Commissioners of the Edina Housing and
Redevelopment Authority(the Authority), as follows:
Section 1. AUTHORIZATION AND SALE.
1.01. Authorization.
The Authority has previously issued its Public Project Revenue Bonds, Series 2005A
(City of Edina Annual Appropriation Lease Obligations" (the Series 2005 Bonds)in the
aggregate principal amount of$5,425,000,the proceeds of which were used to finance the
construction and furnishing of two gymnasiums(together the Facilities).
The Authority has now agreed to provide refinancing for the Facilities through the
issuance of its Public Project Revenue Refunding Bonds, Series 2015A(City of Edina Annual
• Appropriation Lease Obligations" (the Series 2015A Bonds)in the aggregate principal amount of
$3,490,000,for the purpose of(i)refunding in full its outstanding Series 2005 Bonds (sometimes
referred to as the"Refunded Bonds"),and(ii)to defray costs of issuance of such refunding
revenue bonds under this Resolution and a Trust Indenture dated as of August 1,2005,between
the City and U.S. Bank National Association, in St. Paul, Minnesota, as trustee(the Trustee), as
amended by a First Supplemental Trust Indenture(the Supplemental Indenture)dated as of July
1,2015 (as so amended,the Indenture). The Facilities will be located on land ground leased by
Independent School District No. 273 (Edina)to the Authority pursuant to a Ground Lease dated
as of August 1,2005 (the Ground Lease). The Authority proposes to lease the Facilities to the
City pursuant to a Lease Agreement dated as of August 1,2005, as amended by a First
Amendment to Lease Agreement(the First Amendment)between the Authority, as lessor, and
the City, as lessee(as so amended,the Lease).
All bonds issued under this Resolution and the Indenture will be secured solely by rental
payments to be made by the City pursuant to the Lease, and funds held by the Trustee under the
Indenture, and said bonds and the interest on said bonds shall be payable solely from the revenue
pledged therefor under the Indenture and no such bonds shall constitute a debt of the Authority
or the City within the meaning of any constitutional or statutory limitation nor shall constitute
nor give rise to a pecuniary liability of the Authority or City or a charge against their general
credit or taxing powers and shall not constitute a charge,lien, or encumbrance, legal or equitable,
upon any property of the Authority or City, other than the revenues pledged to the payment of
the bonds under the Indenture.
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• Under the Lease, and subject to the right of termination by the City at the end of each
fiscal year of the City as provided in the Lease,the City is to pay to the Authority sufficient
money each year to pay the principal of,premium,if any, and interest on the Bonds issued under
this Resolution and the Indenture, and the City is to provide the cost of maintaining the Facilities
in good repair,the cost of keeping the Facilities properly insured, and any payments required for
taxes and any expenses incurred by the Authority in connection with the Facilities.
1.02. Sale of Bonds.Pursuant to the provisions of Minnesota Statutes, Section 475.60,
subdivision 2(9),the public sale requirements do not apply to the sale of the Bonds since the
Authority has retained Ehlers&Associates,Inc. as independent financial advisors. The Board
has received an offer from Piper Jaffray&Co., Minneapolis,Minnesota(the Purchaser),to
purchase the Bonds at a price of$3,613,172.61 plus accrued interest on all Bonds to the day of
delivery and payment,on the further terms and conditions hereinafter set forth and set forth in
the Indenture. The offer is hereby accepted,and the Chair and the Secretary are hereby
authorized and directed to execute a contract on the part of the Authority for the sale of the
Bonds with the Purchaser.
Section 2. BOND TERMS,• REGISTRATION• EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. For the purpose of refinancing the Facilities through the
refunding in full of the Refunded Bonds,this Board hereby authorizes the issuance of the Bonds
in the aggregate principal amount of$3,490,000. All acts,conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done,to exist,to happen
• and to be performed precedent to and in the valid issuance of the Bonds having been done,
existing,having happened and having been performed,it is now necessary for this Board to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Terms of the Bonds. The Bonds shall be designated"Public Project Revenue
Refunding Bonds, Series 2015 (City of Edina Annual Appropriation Lease Obligations)." The
terms of the Bonds,including without limitation,the date of original issue,interest payment
dates,maturity dates and principal amounts,interest rates,redemption provisions, and provisions
for registration and exchange shall be as set forth in Articles II and III of the Indenture which are
incorporated herein by reference.
2.03. Execution,Authentication and Delivery. The Bonds shall be executed by the
Authority, and authenticated and delivered by the Trustee,in accordance with the applicable
provisions of Article II of the Indenture which are incorporated herein by reference.
2.04. Form of Bonds. The Bonds shall be printed in substantially the form set forth in
Exhibit A to the Supplemental Indenture.
SECTION 3. APPROVAL OF GROUND LEASE; LEASE AGREEMENT;
INDENTURE. The form of the Supplemental Indenture and First Amendment are hereby
approved. The Chair and Secretary are hereby authorized and directed to execute and deliver said
documents in the name and on behalf of the Authority with such variations,omissions and
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• insertions as the Chair and Secretary shall approve,which approval shall be conclusively
presumed by the execution and delivery of said documents by the Chair and Secretary.
SECTION 4. REGISTRATION OF BONDS. The Secretary is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Hennepin County,
together with such additional information as required, and to obtain from the County Auditor a
certificate that the Bonds have been duly entered upon the County Auditor's bond register.
SECTION 5. AUTHENTICATION OF TRANSCRIPT. The officers of the Authority
are hereby authorized and directed to prepare and furnish to the Purchaser, and to Dorsey&
Whitney LLP,the attorneys rendering an opinion as to the legality thereof, certified copies of all
proceedings and records relating to the Bonds and such other affidavits,certificates and
information as may be required to show the facts relating to the legality and marketability of the
Bonds,as the same appear from the books and records in their custody and control or as
otherwise known to them,and all such certified copies,affidavits and certificates,including any
heretofore furnished, shall be deemed representations of the Authority as to the correctness of all
statements contained therein.
SECTION 6. OFFICIAL STATEMENT. An Official Statement relating to the Bonds,
prepared and delivered on behalf of the Authority by Ehlers&Associates,Inc.,has been
received and is hereby approved. Ehlers &Associates,Inc. is hereby authorized on behalf of the
Authority to prepare and distribute to the Purchaser a supplement to the Official Statement listing
the offering price,the interest rates, selling compensation, delivery date,the underwriters and
. such other information relating to the Bonds required to be included in the Official Statement by
Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Act of
1934. Within seven business days from the date hereof,the Authority shall deliver to the
Purchaser sufficient copies of the Official Statement and such sp ement. The officers of the
Authority are hereby authorized and directed to execute such ce . ates as may be appropriate
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concerning the accuracy, completeness and sufficiency thereof.
Adopted this 17th day of June,2015.
Chair
Attest:
Secretary
Upon vote being taken thereon,the following voted in favor thereof. Commissioners
Hovland, Swenson,Brindle, Staunton, Stewart
and the following voted against the same:
None
whereupon the Resolution was declared duly passed and adopted.
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COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION
The undersigned,being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on June 17, 2015, by the Board of Commissioners of the Edina Housing
and Redevelopment Authority, setting forth the form and details of an issue of$3,490,000 Public
Project Revenue Refunding Bonds, Series 2015A (City of Edina Annual Appropriation Lease
Obligations), dated as of July 15, 2015.
I further certify that said Bonds have been entered on my bond register, as required by
Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of , 2015.
County Auditor
(SEAL)
•
EHLERS
BID TABULATION LEADERS IN PUBLIC FINANCE
• $3,655,000* Public Project Revenue Refunding Bonds, Series 2015A
Edina Housing and Redevelopment Authority, Minnesota
SALE: June 17, 2015
AWARD: PIPER JAFFRAY& CO.
Ratings: Moody's Investor's Service "Aa2" BBI: 3.87%
Standard&Poor's Credit Markets "AA+"
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (May 1) RATE YIELD PRICE COST RATE
PIPER JAFFRAY&CO. $3,783,964.85 $491,742.65 2.1912%
Minneapolis,Minnesota 2016 3.000% 0.650%
2017 3.000% 1.000%
2018 3.000% 1.300%
2019 3.000% 1.450%
2020 3.000% 1.750%
2021 3.000% 1.900%
2022 3.000% 2.000%
2023 3.000% 2.100%
2024 3.000% 2.200%
2025 2.500% 2.350%
0 2026 2.500% 2.500%
BAIRD $3,770,478.85 $514,361.15 2.2857%
Milwaukee,Wisconsin 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
Subsequent to bid opening the issue size was decreased to $3,490,000.
Adjusted Price - $3,613,172.61 Adjusted Net Interest Cost- $478,585.45 Adjusted TIC-2.1979%
•
1-800-552 I 1 il www ohfors iinc.com
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER Ma 1 RATE YIELD PRICE COST RATE
HUTCHINSON,SHOCKEY,ERLEY $3,782,725.85 $530,912.48 2.3611%
&CO.
Chicago,Illinois 2016 3.000%
2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
NORTHLAND SECURITIES,INC. $3,663,369.15 $524,309.96 2.3733%
Minneapolis,Minnesota 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.200%
2024 2.400%
2025 3.000%
2026 3.000%
Bid Tabulation June 17, 2015
Edina Housing and Redevelopment Authority, Minnesota
$3,655,000* Public Project Revenue Refunding Bonds, Series 2015A Page 2