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HomeMy WebLinkAboutHRA Resolution No. 2009-02 Selling Bonds Series 2009A • CERTIFICATION OF MINUTES RELATING TO PUBLIC PROJECT REVENUE BONDS (CITY OF EDINA ANNUAL APPROPRIATION LEASE OBLIGATIONS) SERIES 2009A Issuer: Edina Housing and Redevelopment Authority Governing Body: Board of Commissioners Kind, date,time and place of meeting: A regular meeting held on November 2, 2009, at 7:00 o'clock p.m., at the City Hall, Edina, Minnesota. Members present: Bennett, Brindle,Housh, Swenson and Hovland Members absent: none Documents Attached: Minutes of said meeting (including): HRA RESOLUTION 2009-2 RESOLUTION RELATING TO PUBLIC PROJECT REVENUE BONDS, SERIES 2009A(CITY OF EDINA ANNUAL APPROPRIATION LEASE OBLIGATIONS); AUTHORIZING THE ISSUANCE,AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT THEREOF 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 November AR, 2009. . Secretary • Commissioner Brindle introduced the following resolution and moved its adoption, which motion was seconded by Commissioner Housh: RESOLUTION RELATING TO PUBLIC PROJECT REVENUE BONDS, SERIES 2009A (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 City of Edina, Minnesota(the"City")desires to provide adequate City Hall and public safety facilities and has determined that the most efficient way to do so is to lease-purchase the facilities pursuant to the authority granted by Minnesota Statutes, Section 471.65. Acting pursuant to the provisions of Minnesota Statutes, Section 469.012, subdivision 1(7),the Authority has the power to acquire real property,by lease or otherwise, and construct the proposed facilities for lease to the City. Pursuant to Minnesota Statutes, Section 469.033, and Chapter 475, the Authority further has the power to issue revenue bonds to provide • the funds necessary for the acquisition, construction, remodeling, renovation and furnishing of the facilities. Pursuant to the foregoing authority,the Authority proposes to undertake the acquisition, construction and furnishing of a portion of the City's public works facility as more fully described in the plans and specifications therefor(herein the "Facility") and to finance a portion of the cost thereof by the issuance of its Public Project Revenue Bonds, Series 2009A (City of Edina Annual Appropriation Lease Obligations) (the"Bonds")under this Resolution and a Trust Indenture,to be dated as of November 1, 2009 (the"Indenture"),between the City and U.S. Bank National Association, in St. Paul, Minnesota, as trustee (the"Trustee"). The Facility will be located on land a portion of which will be ground leased by the City to the Authority pursuant to a Ground Lease,to be dated as of November 1, 2009 (the"Ground Lease"). The Authority proposes to lease a portion of the Facility subject to the Ground Lease to the City pursuant to a Lease Agreement,to be dated as of November 1, 2009 (the"Lease"), between the Authority, as lessor, and the City, as lessee. 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. • • 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 Facility in good repair,the cost of keeping the Facility 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 the City(the Purchaser), to purchase the Bonds at a price of $2,595,000.00 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 paying the costs of the acquisition, construction and furnishing of the Facilities,this Board hereby authorizes the issuance of the Bonds in the aggregate principal amount of$2,595,000. 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 Bonds, Series 2009A (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 Section 2.01 of the Indenture. SECTION 3. APPROVAL OF GROUND LEASE, LEASE AGREEMENT; INDENTURE. The form of the Ground Lease, and the form of the Lease Agreement and the Indenture, 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 -2- • variations, omissions and 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 supplement. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Upon vote being taken thereon,the following voted in favor thereof. Commissioners Hovland, Housh, Swenson, Bennett, Brindle and the following voted against the same: None whereupon the Resolution was declared duly passed and adopted. • -3-