HomeMy WebLinkAboutResolution No. 2005-071 Bond Sale -- Lease -- Gymnasiums RESOLUTION NO. 2005-71
CERTIFICATION OF MINUTES RELATING TO
PUBLIC PROJECT REVENUE BONDS, SERIES 2005
(CITY OF EDINA ANNUAL APPROPRIATION LEASE OBLIGATIONS)
HOUSING AND REDEVELOPMENT AUTHORITY
Municipality: City of Edina
Governing Body: City Council
Kind, date,time and place of meeting: A regular meeting,held on August 16, 2005, at 7:00
o'clpck p.m., at the City Hall,Edina,Minnesota.
Members present: James Hovland, Scot Housh, Linda Masica and Ann Swenson
Members absent:
Alice Hulbert
Documents Attached:
Minutes of said meeting, including:
RESOLUTION AUTHORIZING THE EXECUTION OF A
LEASE AGREEMENT PROVIDING FOR THE
CONSTRUCTION OF GYMNASIUMS AND THE LEASE
• THEREOF BY THE CITY,AND APPROVING THE FORM OF
A RESOLUTION AND AN OFFICIAL STATEMENT
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
the corporation in my legal custody, from which they have been transcribed; that the documents
are a correct and complete transcript of the minutes of a meeting of the governing body of the
corporation, and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at the meeting, insofar as they relate to the bonds;
and that the 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 on August 1(0, 2005.
6 J'Lt�' a /M
City Clerk
•
RESOLUTION NO. 2005-71
40 Councilmember Masica introduced the following resolution and moved its adoption,
which motion was seconded by Councilmember Housh:
RESOLUTION AUTHORIZING THE EXECUTION OF A
LEASE AGREEMENT PROVIDING FOR THE
CONSTRUCTION OF GYMNASIUMS AND THE LEASE
THEREOF BY THE CITY,AND APPROVING THE FORM OF
A RESOLUTION AND AN OFFICIAL STATEMENT
WHEREAS,the City of Edina(the"City")desires to provide adequate facilities for
maintenance and public safety; and,
WHEREAS,pursuant to Minnesota Statutes, Sections 465.71 and 471.64, the City is
authorized to enter into leases of real property,with an option to purchase,provided that the City
retains the right to cancel said lease-purchase contract at the end of any fiscal year during its
term; and,
WHEREAS,pursuant to said statutory authority,the City proposes to enter into a Lease
Agreement, dated as of September 1, 2005 (the"Lease"),with the Edina Housing and
Redevelopment Authority(the"Authority"), as lessor, and the City, as lessee,pursuant to which
the Authority will acquire, construct and furnish two gymnasiums (the "Facilities"), and the City
will lease the Facilities from the Authority; and,
• WHEREAS, the Authority(a) authorized the sale of its $5,425,000 Public Project
Revenue Bonds, Series 2005 (City of Edina Annual Appropriation Lease Obligations) (the
"Bonds"),to finance the cost of acquiring,remodeling, renovating and furnishing the Facilities
pursuant to action of the Board of Commissioners of the Authority on August 2, 2005 and(b)
proposes to adopt a final resolution awarding the sale of the Bonds on August 16, 2005 (the
"Bond Resolution);
WHEREAS, a form of the Lease and the Bond Resolution have been submitted to and
reviewed by this Council
NOW, THEREFORE,BE IT RESOLVED by the City Council of the City of Edina that
the City hereby approves the form of the Lease and the Mayor and City Manager are authorized
and directed to execute, attest and deliver the Lease on behalf of the City. All of the provisions
of the Lease,when executed and delivered as authorized herein, shall be deemed to be a part of
this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in
full force and effect from the date of execution and delivery thereof. The Lease shall be
substantially in the form submitted to this Council with such necessary and appropriate
variations, omissions and insertions as permitted or required, or as the Mayor, in his discretion,
shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such
determination.
BE IT FURTHER RESOLVED that the City Council hereby approves the form of the
• Official Statement,relating to the Bonds (the"Official Statement"), a draft of which has been
submitted to and received by this Council, and hereby ratifies and confirms its use and
distribution to potential purchasers of the Bonds.
BE IT FURTHER RESOLVED that the City hereby approves the terms of the Bond
Resolution and the sale of the Bonds pursuant thereto, and approves the terms of the Bonds as set
forth in said Bond Resolution and the Indenture (as defined in the Bond Resolution).
BE IT FURTHER RESOLVED AS FOLLOWS:
Continuing Disclosure:
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the Purchaser and other
participating underwriters in the primary offering of the Bonds to comply with amendments to
Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. §
240.15c2-12),relating to continuing disclosure (as in effect and interpreted from time to time,
the Rule),which will enhance the marketability of the Bonds, the City hereby makes the
following covenants and agreements for the benefit of the Owners (as hereinafter defined) from
time to time of the Outstanding Bonds. The City is the only obligated person in respect of the
Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which
continuing disclosure must be made. The City has complied in all material respects with any
undertaking previously entered into by it under the Rule. If the City fails to comply with any
• provisions of this section, any person aggrieved thereby, including the Owners of any
Outstanding Bonds;may take whatever action at law or in equity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any default hereunder
to the extent permitted by law. Notwithstanding anything to the contrary contained herein,in no
event shall a default under this section constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, Owner or Bondowner means,in respect of a
Bond,the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any Beneficial Owner(as hereinafter defined)thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a
Bond, any person or entity which(i)has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond(including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or(b) is treated as the owner of the
Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection(c)hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing
with the fiscal year ending December 31, 2005,the following financial
• information and operating data in respect of the City(the Disclosure Information):
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(A) the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of
operations, changes in fund balances and cash flows for the fiscal year
then ended, showing in comparative form such figures for the preceding
fiscal year of the City,prepared in accordance with generally accepted
accounting principles promulgated by the Financial Accounting Standards
Board as modified in accordance with the governmental accounting
standards promulgated by the Governmental Accounting Standards Board
or as otherwise provided under Minnesota law, as in effect from time to
time,or, if and to the extent such financial statements have not been
prepared in accordance with such generally accepted accounting principles
for reasons beyond the reasonable control of the City,noting the
discrepancies therefrom and the effect thereof, and certified as to accuracy
and completeness in all material respects by the fiscal officer of the City;
and
(B) To the extent not included in the financial statements referred to in
paragraph(A)hereof, the information for such fiscal year or for the period
most recently available of the type contained in the Official Statement
under headings: General Obligation Issues, Current Property Valuations,
Direct Debt, Tax Levies and Collections,Population Trend and
Employment/Unemployment.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof,the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements,which have been submitted
to each of the repositories hereinafter referred to under subsection(c)or the SEC. If the
document incorporated by reference is a final official statement,it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect;provided,however,if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be a Material Fact (as defined in paragraph(2)hereof), then, from
and after such determination, the Disclosure Information shall include such additional specified
data regarding the replacement operations. If the Disclosure Information is changed or this
section is amended as permitted by this paragraph(b)(1) or subsection (d), then the City shall
include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an
explanation of the reasons for the amendment and the effect of any change in the type of
financial information or operating data provided.
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(2) In a timely manner,notice of the occurrence-of any of the following events which
is a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy,hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
• investor from the Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event
that would be deemed material for purposes of the purchase, holding or sale of a Bond within the
meaning of applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
(3) In a timely manner,notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required
under paragraph(b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection
(d), together with a copy of such amendment or supplement and any
explanation provided by the City under subsection(d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection(d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are
prepared; and
• (E) any change in the fiscal year of the City.
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i (c) Manner of Disclosure. The City agrees to make available the information described
in subsection(b)to the following entities by telecopy, overnight delivery,mail or other means, as
appropriate:
(1) the information described in paragraph(1) of subsection(b),to each then
nationally recognized municipal securities information repository under the Rule
and to any state information depository then designated or operated by the State
of Minnesota as contemplated by the Rule (the State Depository), if any;
(2) the information described in paragraphs(2) and(3)of subsection(b),to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection(b), to any rating agency then maintaining
a rating of the Bonds at the request of the City and, at the expense of such
Bondowner,to any Bondowner who requests in writing such information, at the
time of transmission under paragraphs (1) or(2) of this subsection(c), as the case
may be, or, if such information is transmitted with a subsequent time of release, at
the time such information is to be released.
(d) Term;Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any
• Bonds are Outstanding. Notwithstanding th&preceding sentence,however, the
obligations of the City under this section shall terminate and be without further
effect as of any date on which the City delivers to the Registrar an opinion of
Bond Counsel to the effect that,because of legislative action or final judicial or
administrative actions or proceedings,the failure of the City to comply with the
requirements of this section will not cause participating underwriters in the
primary offering of the Bonds to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended, or any statutes
or laws successory thereto or amendatory thereof.
(2) This section(and the form and requirements df the Disclosure Information)may
be amended or supplemented by the City from time to time,without notice to
(except as provided in paragraph (c)(3)hereof)or the consent of the Owners of
any Bonds,by a resolution of this Council filed in the office of the recording
officer of the City accompanied by an opinion of Bond Counsel,who may rely on
certificates of the City and others and the opinion may be subject to customary
qualifications, to the effect that: (i) such amendment or supplement(a)is made in
connection with a change in circumstances that arises from a change in law or
regulation or a change in the identity,nature or status of the City or the type of
operations conducted by the City, or(b)is required by, or better complies with,
the provisions of paragraph (b)(5)of the Rule; (ii) this section as so amended or
supplemented would have complied with the requirements of paragraph(b)(5) of
the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under clause(i)(a) and assuming that the Rule
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Mas in effect and interpreted at the time of the amendment or supplement was in
effect at the time of the primary offering; and(iii) such amendment or supplement
does not materially impair the interests of the Bondowners under the Rule.
If the Disclosure Information is so amended,the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of
the reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5)of the Rule.
BE IT FINALLY RESOLVED that this resolution shall be in full force and effect from
and after its passage and that a certified copy hereof be provided to the Authority.
Upon vote being taken thereon,the following voted in favor thereof:
Housh, Masica, Swenson and Hovland;
and the following voted against the same:
• - none; -- - _ -
whereupon the resolution was declared duly passed and adopted.
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0 PRINCIPAL AND INTEREST PAYMENT SCHEDULE
Edina Housing and Redevelopment Authority,Minnesota Dated Date: 9/13/2005
$5,425,000 Public Project Revenue Bonds,Series 2005A Call Date: 5/1/2015
CUSIP No.
Payment Payment Total Fiscal Base:
Due Date Principal Rate Interest Notations P&I Total 280615
05/01/06 - - 135,481.88 135,481.88 135,481.88
11/01/06 - - 106,959.38 106,959.38
05/01/07 185,000.00 3.500 106,959.38 291,959.38 398,918.76 AR6
11/01/07 - - 103,721.88 103,721.88
05/01/08 190,000.00 3.500 103,721.88 293,721.88 397,443.76 AS4
11/01/08 - - 100,396.88 100,396.88
05/01/09 195,000.00 3.500 100,396.88 295,396.88 395,793.76 AT2
11/01/09 - - 96,984.38 96,984.38
05/01/10 205,000.00 3.500 96,984.38 301,984.38 398,968.76 AU9
11/01/10 - - 93,396.88 93,396.88
05/01/11 210,000.00 3.500 93,396.88 303,396.88 396,793.76 AV7
11/01/11 - - 89,721.88 89,721.88
05/01/12 220,000.00 4.000 89,721.88 309,721.88 399,443.76 AWS
11/01/12 - - 85,321.88 85,321.88
05/01/13 225,000.00 4.000 85,321.88 310,321.88 395,643.76 AX3
11/01/13 - - 80,821.88 80,821.88
05/01/14 235,000.00 4.000 80,821.88 315,821.88 396,643.76 AY1
11/01/14 - - 76,121.88 76,121.88
05/01/15 245,000.00 4.000 76,121.88 321,121.88 397,243.76 AZ8
0 11/01/15 71,221.88 71,221.88
05/01/16 255,000.00 4.000 71,221.88 326,221.88 397,443.76 BA2
11/01/16 - - 66,121.88 66,121.88
05/01/17 265,000.00 4.000 66,121.88 331,121.88 397,243.76 BBO
11/01/17 - - 60,821.88 60,821.88
05/01/18 280,000.00 4.000 60,821.88 340,821.88 401,643.76 BC8
11/01/18 - - 55,221.88 55,221.88
05/01/19 290,000.00 4.000 55,221.88 345,221.88 400,443.76 BD6
11/01/19 - - 49,421.88 49,421.88
05/01/20 305,000.00 4.000 49,421.88 354,421.88 403,843.76 BE4
11/01/20 - - 43,321.88 43,321.88
05/01/21 315,000.00 4.000 43,321.88 358,321.88 401,643.76 BF1
11/01/21 - - 37,021.88 37,021.88
05/01/22 330,000.00 4.000 37,021.88 367,021.88 404,043.76 BG9
11/01/22 - - 30,421.88 30,421.88
05/01/23 345,000.00 4.125 30,421.88 375,421.88 405,843.76 131-17
11/01/23 - - 23,306.25 23,306.25
05/01/24 360,000.00 4.125 23,306.25 383,306.25 406,612.50 BJ3
11/01/24 - - 15,881.25 15,881.25
05/01/25 375,000.00 4.125 15,881.25 390,881.25 406,762.50 BKO
11/01/25 - - 8,146.88 8,146.88
05/01/26 395,000.00 4.125 8,146.88 403,146.88 411,293.76 BL8
5,425,000.00 2,724,194.56 8,149,194.56 8,149,194.56
Under the terms of the Lease Agreement,payments must be sent to the Trustee three months prior to the payment dates
shown above.
* The following funds are available to pay the interest payment due May 1,2006:
Unused Discourit: $ 54,139.15
Capitalized Interest: 81,342.73
Total Funds Available $ 135,481.88
EHLERS
L ASSOCIATES INC