HomeMy WebLinkAboutHRA Resolution No. 2009-03 Selling Bonds Series 2009B • CERTIFICATION OF MINUTES RELATING TO
TAXABLE PUBLIC PROJECT REVENUE BONDS
(CITY OF EDINA ANNUAL APPROPRIATION LEASE OBLIGATIONS)
(BUILD AMERICA BONDS—DIRECT PAYMENT)
SERIES 2009B
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 2009-3
RESOLUTION RELATING TO TAXABLE PUBLIC PROJECT
• REVENUE BONDS, SERIES 2009B (CITY OF EDINA
ANNUAL APPROPRIATION LEASE OBLIGATIONS) (BUILD
AMERICA BONDS—DIRECT PAYMENT); 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 Jam, 2009.
• Secretary
• Commissioner Swenson introduced the following resolution and moved its adoption,
which motion was seconded by Commissioner Bennett:
RESOLUTION RELATING TO TAXABLE PUBLIC PROJECT
REVENUE BONDS, SERIES 2009B (CITY OF EDINA
ANNUAL APPROPRIATION LEASE OBLIGATIONS) (BUILD
AMERICA BONDS —DIRECT PAYMENT); 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 "Facilities") and to finance the
cost thereof by the issuance of its Taxable Public Project Revenue Bonds, Series 2009B (City of
Edina Annual Appropriation Lease Obligations) (Build America Bonds— Direct Payment) (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 Facilities 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 the Facilities 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 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. Build America Bonds Designation. The Authority irrevocably designates the
Bonds as `Build America Bonds," elects to have Section 54AA of the Internal Revenue Code of
1986, as amended (the "Code"), apply to the Bonds, and irrevocably elects to have Section
54AA(g) of the Code apply to the Bonds, with the result that the Authority shall be entitled to the
credit provided in Section 6431 of the Code.
1.03. 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 Robert W. Baird & Co., Milwaukee, Wisconsin (the Purchaser), to
purchase the Bonds at a price of$6,037,277.45 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$6,125,000. 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 "Taxable Public Project
Revenue Bonds, Series 2009B (City of Edina Annual Appropriation Lease Obligations) (Build
America Bonds—Direct Payment)." 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-
• 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
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.
Section 7. TAX MATTERS.
7.01. Covenant Related to Build America Bonds Status. The Authority covenants and
agrees with the registered owners of the Bonds that it will not take, or permit to be taken by any
of its officers, employees or agents, any action which would cause the Bonds to lose their status
as Build America Bonds (Direct Pay) under the Code and applicable Treasury Regulations (the
• "Regulations"), and covenants to take any and all actions within its powers to ensure that the
-3-
• Bonds will remain Build America Bonds (Direct Pay) under the Code and the Regulations. The
facilities financed with the proceeds of the Bonds will be owned and maintained by the Authority
so long as the Bonds are outstanding and will be publicly available. The Authority will not enter
into any lease, use agreement, management agreement or other agreement or contract with any
non-governmental person relating to the use of the Facilities which might cause the Bonds to be
considered "private activity bonds"or "private loan bonds" pursuant to Section 141 of the Code.
7.02. Certification. The Chair and Secretary, being the officers of the Authority charged
with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and
directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of
the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect that the
proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage
bonds"within the meaning of the Code and Regulations.
7.03. Arbitrage Rebate. The Authority acknowledges that the Bonds are subject to the
rebate requirements of Section 148(f) of the Code. The Authority covenants and agrees to retain
such records, make such determinations, file such reports and documents and pay such amounts
at such times as are required under said Section 148(f) and applicable Regulations to preserve the
status of the Bonds as `Build America Bonds"pursuant to Section 54AA of the Code, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"of the Bonds
• (other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
7.04. Reimbursement. The Authority certifies that the proceeds of the Bonds will not be
used by the Authority to reimburse itself for any expenditure with respect to the Facilities which
the Authority paid or will have paid more than 60 days prior to the issuance of the Bonds unless,
with respect to such prior expenditures, the Authority shall have made a declaration of official
intent which complies with the provisions of Section 1.150-2 of the Regulations; provided that
this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with
respect to the Facilities meeting the requirements of Section 1.150-2(f)(I) of the Regulations, or
(ii)with respect to "preliminary expenditures" for the City Hall and Public Safety Facility as
defined in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural
expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the
"issue price" of the Bonds.
7.05. No Designation as Qualified Tax-Exempt Obligations. The Bonds are not
designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code.
•
-4-
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.
-5-
BID TABULATION
$6,125,000" Taxable Public Project Revenue Bonds, Series 2009B
(City of Edina Annual Appropriation Lease Obligations)
(Build America Bonds - Direct Payment)
EDINA HOUSING AND REDEVELOPMENT AUTHORITY, MINNESOTA
SALE: November 2, 2009
AWARD: ROBERT W. BAIRD &CO.
RATINGS: Moody's Investors Service, Inc. "Aa1" BBI: 4.39%
Standard& Poor's Credit Markets "AAf
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
ROBERT W. BAIRD &CO. 2012 1.950% 1.950% $6,036,751.60 $4,069,107.27 5.3140%
Milwaukee,Wisconsin 2013 2.200% 2.200%
CL KING &ASSOCIATES 2014 2.850% 2.850%
New York, New York 2015 3.050% 3.050%
LOOP CAPITAL MARKETS, LLC 2016 3.650% 3.650%
New York, New York 2017 4.000% 4.000%
KILDARE CAPITAL 2018 4.250% 4.250%
Philadelphia, Pennsylvania 2019 4.400% 4.400%
SAMCO CAPITAL MARKETS 2020 4.750% 4.750%
San Antonio,Texas 2021 5.000% 5.000%
QIiEWS &ASSOCIATES, INC. 2022 5.100% 5.100%
ttle Rock,AR 2023 5.200% 5.200%
2024 5.400% 5.400%
2025 5.500% 5.500%
2026 5.600% 5.600%
2027 5.700% 5.700%
2028 5.700% 5.800%
2029* 5.800% 5.900%
2030* 5.800% 5.900%
*Subsequent to bid opening the 2013 maturity increased$10,000 to$265,000,the 2014 maturity increased$15,000 to$270,000,the
2015 maturity increased$10,000 to$275,000,the 2016 maturity increased$10,000 to$280,000,the 2017 maturity increased
$10,000 to$285,000,the 2018 maturity increased$5,000 to$290,000,the 2019 maturity increased$5,000 to$300,000,the 2020
maturity increased$5,000 to$310,000,the 2025 maturity decreased$5,000 to$365,000,the 2026 maturity decreased$10,000 to
$375,000,the 2027 maturity decreased$10,000 to$390,000,the 2028 maturity decreased$10,000 to$405,000,the 2029 maturity
decreased$15,000 to$420,000 and the 2030 maturity decreased$20,000 to$435,000 in maturity value.
Adjusted Price-$6,037,277.45
Adjusted Net Interest Cost-$4,010,455.38
Adjusted TIC-5.2955%
090,000 Term Bond due 2030 with mandatory redemption in 2029(Adjusted amount of$855,000)
EHLERS _ _ - _
Minnesota phone 651-697-8500 3060 Centre Pointe Drive
I I AIM Hs IN PUBFIC nNANCF Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122
$6,125,000 Taxable Public Project Revenue Bonds,Series 2009B(City of Edina Annual Appropriation Lease Obligations)
(Build America Bonds -Direct Payment) Page 2
Edina Housing and Redevelopment Authority, Minnesota
NET TRUPF
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC. 2012 2.250% $6,062,338.75 $4,260,566.65 5.5472%
Minneapolis, Minnesota 2013 2.700%
2014 3.200%
2015 3.650%
2016 3.950%
2017 4.150%
2018 4.450%
2019 4.750%
2020 5.000%
2021 5.150%
2022 5.300%
2023 5.450%
2024 5.600%
2025 5.750%
2026 5.850%
2027 5.950%
2028 6.000%
2029 6.100%
2030 6.250%
BMO CAPITAL MARKETS GKST INC. 2012 2.500% $6,051,650.00 $4,396,790.74 5.743
Chicago, Illinois 2013 2.950%
2014 3.450%
2015 3.950%
2016 4.350%
2017 4.700%
2018 4.950%
2019 5.150%
2020 5.250%
2021 5.350%
2022 5.450%
2023 5.550%
2024 5.700%
2025 6.000%
2026 6.000%
2027 6.000%
2028 6.200%
2029 6.200%
2030 6.200%