HomeMy WebLinkAbout2008-03-03_CALVIN CHRISTIAN SCHOOL REVENUE BONDS)))(DORSEY
DORSEY & WH!TNEY LLP
MEMORANDUM
TO: Board of Commissioners of the Edina Housing and Redevelopment Authority
Gordon Hughes, Executive Director
FROM: Jerome P. Gilligan
DATE: January 30, 2008
RE: Proposed Issuance of a Revenue Note for Calvin Christian School of
Minneapolis
The Edina Housing and Redevelopment Authority (the "HRA ") has received a request
from Calvin Christian School of Minneapolis ( "CCS ") that the HRA issue a revenue note under
Minnesota Statutes, Chapter 469.152 to 469.165, the proceeds of which will be loaned by the
HRA to CCS and used to finance the expansion and renovation of CCS's existing campus
located at 4015 Inglewood Avenue South in the City of Edina (the "City ") including the
construction of an approximately 8,600 square foot addition to the existing main school building
and a 1,075 square foot addition to another building, together with the acquisition and
installation of equipment and furnishings, if any. The main building addition will provide a new
lobby, a new media center which includes a library, computer lab, office and conference room,
and an office suite, including a reception area, two administrative offices, a small conference
room, a nursing office, a workroom and restrooms, and the addition to the other building
involves a new entryway, a hallway and restrooms. CCS has requested that the HRA Board of
Commissioners hold a public hearing on the issuance of the revenue note at its March 3`d
meeting.
The note is proposed to be issued in a principal amount of up to $1,500,000 and the
purchaser of the note will be Anchor Bank Woodbury. The reason that the HRA rather than the
City is being requested to issue the note is in order that the note can be "bank qualified" under
Section 265(b) of the Internal Revenue Code of 1986, as amended. Having the note bank
qualified allows a bank to own the note and receive the tax - exempt interest thereon without
losing an interest deduction. The HRA and the City may issue bank qualified bonds if such
entity and any subordinate entities will not issue more than $10 million of tax - exempt bonds in a
calendar year. At this time it is anticipated that the City will issue bonds in excess of $10 million
in 2008, so if the City were to issue the note it could not be bank qualified. However, the HRA
does not expect to issue any tax - exempt obligations in 2008 and the City's tax - exempt bonds
are not taken into account in determining whether the HRA is eligible to issue bank qualified
bonds.
The debt service on the note will be payable solely from payments to be made by CCS,
and the HRA will not have any liability with respect to the note. CCS will pay all HRA expenses
with respect to the note and upon issuance of the note will pay the HRA a fee in accordance
with the City's policy for the issuance of revenue bonds (1/2/ of 1 % of the original principal
amount of the note).
If the HRA wishes at this time to proceed with the proposed financing the first step is to
adopt a resolution calling for a public hearing.
DORSEY & WHITNEY LL°
( ))) OORSEY
Representatives from CCS will attend the February 4th Board of Commissioner's meeting
to respond to any questions concerning the proposed financing. If the Board of Commissioners
wishes to proceed with the issuance of the proposed note following the public hearing, it would
then adopt the resolution approving the issuance of the note. In addition, the City Council will
need to approve the issuance of the note. The calling for a public hearing on the proposed
issuance of the note does not in any manner obligate or commit the HRA to issue the note.
2
DORSEY d WHITNEY LLB•
Deb Mangen
From: Gordon Hughes
Sent: Thursday, February 21, 2008 1:48 PM
To: Deb Mangen
Subject: FW: Calvin Christian Home
Attachments: DEED Application.doc; Comprehensive Statement.doc
From: Nutzmann, Cathy [mailto:Nutzmann.Cathy @dorsey.com]
Sent: Thursday, February 21, 2008 12:07 PM
To: Gordon Hughes
Cc: Heide, Richard; Aaseng, Lenore
Subject: Calvin Christian Home
Gordon -
Pursuant to our telephone conversation yesterday, attached are the DEED Application and Comprehensive Statement with
respect to the above matter for execution by you and the Mayor. You should print and sign 2 copies of each of these documents.
In addition, please provide us with a copy of the Affidavit of Publication of the Notice of Public Hearing published in the Edina Sun
Current on February 14 as well as certified copies of the following resolutions:
1. Resolution Calling the Public Hearing adopted Feb. 4 by the HRA;
2. Bond Resolution adopted March 3 by the HRA; and
3. City Council Authorizing Resolution adopted March 3.
As I mentioned to you, I will be on vacation beginning next week through March 7th. Please provide the executed DEED
Application and Comprehensive Statement along with the items listed above to my co- worker, Lenore Aaseng by March 5th.
Lenore can be reached at 612- 340 -2869 if you have questions.
Thank you
Cathy Nutzmann
Senior Paralegal
..... ...............................
DORSEY & WHITNEY LLP
Suite 1500, 50 South Sixth Street
Minneapolis, MN 55402 -1498
P: 612.340.2963 F: 612.340.2643
..... ...............................
CONFIDENTIAL COMMUNICATION
E -mails from this firm normally contain confidential and privileged material, and are for the sole use of the intended recipient.
Use or distribution by an unintended recipient is prohibited, and may be a violation of law. If you believe that you received
this e-mail in error, please do not read this e-mail or any attached items. Please delete the e-mail and all attachments,
including any copies thereof, and inform the sender that you have deleted the e-mail, all attachments and any copies thereof.
Thank you.
<<DEED Application.doc>> <<Comprehensive Statement.doc>>
2/21/2008
Revised August 2003
STATE OF MINNESOTA
MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT
BUSINESS AND COMMUNITY DEVELOPMENT DIVISION
APPLICATION FOR APPROVAL OF INDUSTRIAL DEVELOPMENT BOND
PROJECT PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 469.165
(Please submit this form in duplicate - all supporting data in single copy only)
Date: March 3, 2008
The governing body of the Edina Housing and Redevelopment Authority, Minnesota, hereby applies to
the Minnesota Department of Employment and Economic Development (Department) for approval of a
proposed Industrial Development Bond issue as required by Minn. Stat. § 469.152 - 469.165.
Address of issuer: 4801 West 50th Street, Edina, Minnesota 424, Attn: Gordon L. Hughes,
Executive Director, Telephone: (952) 826 -0401 Fax: (952) 826 -0390
We have entered into preliminary discussions with:
Firm: Calvin Christian School of Mnneapolis Attorney: Fred Keuppers, Esq.
Address: 4015 Inglewood Avenue South Address: 101 East Fifth Street, Suite 800
City: Minneapoils State: MN Zip 55416 City: St. Paul State: MN Zip 55101
Name of Project: Revenue Note (Calvin Christian School of Minneapolis Project)
This firm is engaged primarily in (nature of business): Private elementary and secondary education
The proceeds from the sale of the Industrial Development Bonds will be used to (describe the project):
Construction of an approximately 8,600 square foot addition to the existing main school building and a
1,075 square foot addition to another building, together with the acquisition and installation of equipment
and furnishings, if any. The main building addition will provide a new lobby, a new media center which
includes a librM, computer lab, office and conference room, and an office suite, including a reception
area_, two administrative offices, a small conference room, a nursing office, a workroom and restrooms,
and the addition to the other building involves a new entryway, a hallway and restrooms
Address of Project: 4015 Inglewood Avenue South, Edina, Minnesota
Acquisition of land and building:
New construction:
Demolition and site preparation:
Acquisition and Installation of Equipment:
Fees:
Architectural, engineering, inspection,
fiscal, legal, administration, or printing:
Construction Interest:
Initial Bond Reserve:
Contingencies:
Other:
Total:
1,470,000.00
0
0,
30,000.00
0
0
0
$1,500,000.00
Construction will begin on or about December 17, 2007, and will be complete on or about August t 15,
2008. When completed, there will be approximately -0- new jobs created by the project at an
annual payroll of approximately $ -0- , based upon currently prevailing wages. (If applicable)
There are 75 existing jobs provided by business..
(If applicable) There will be -0- jobs created by construction of the project. Number of hours
N/A_. Average wage level N/A
Repayment of the proposed issue will be amortized over a period of 20 years.
The following exhibits are furnished with this application and are incorporated herein by reference:
1. An opinion of bond counsel that the proposal constitutes a project under Minn. Stat. § 469.153,
subd. 2.
2. A copy of the resolution by the governing body of the issuer giving preliminary approval for the
issuance of its revenue bonds and stating that the project, except for a project under Minn. Stat.
§ 469.153, subd. 2(g) or 0) would not be undertaken but for the availability of Industrial
Development Bond financing.
3. A comprehensive statement by the municipality indicating how the project satisfies the public or
purpose and policies of Minn. Stat.§ 469.152 - 469.165.
4. A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project
from a financial standpoint.
5. A statement signed by the principal representative of the issuing authority to the effect that upon
entering into the revenue agreement, the information required by Minn. Stat. § 469.154, subd. 5
will be submitted to the Department (not applicable to projects under Minn. Stat. § 469.153,
subd. 2(g) or 0).
6. A statement signed by the principal representative of the issuing authority that the project does
not include any property to be sold or affixed to or consumed in the production of property for
sale, and does not include any housing facility to be rented or used as a permanent residence.
7. A statement signed by a representative of the issuing authority that a public hearing was
conducted pursuant to Minn. Stat. § 469.154, subd. 4. The statement shall include the date, time
and place of the meeting and certify that a draft copy of this application with all attachments was
available for public inspection and that al interested parties were afforded an opportunity to
express their views.
8. Copies of notice(s) as published which indicate the date(s) of publication and the newspaper(s) in
which the notice(s) were published.
9. Provide a plan for compliance of employment preference of economically disadvantaged or
unemployed individuals. (See Minn. Stat. § 469.154, subd. 7.)
Bondapplication08O5O3.wpd
-2-
We, the undersigned, are duly elected representatives of the Edina Housing and Redevelopment
Authori1y Minnesota and solicit your approval of this project at your earliest convenience so that we may
carry it to a final conclusion.
Signed by: (Principal Officers or Representatives of Issuing Authority; type or print official's name
on the line. to the left of the signature line. Thank you.)
James B. Hovland
Title: HRA Chair
Signature
Gordon L. Hughes
Title: Executive Director Signature
This approval shall not deemed to be an approval by the Department of the State of the feasibility of the
project or the terms of the revenue agreement to be executed or the bonds to be issued therefor.
Authorized Signature, Minnesota Department of
Employment and Economic Development
Date of Approval
Please return to: Minnesota Department of Employment and
Economic Development
Paul A. Moe, Director -
Office of Business Finance
500 Metro Square Building
121 Seventh Place East
St. Paul, Minnesota 55101 -2146
Phone: 651-297-1391 Fax: 651-296-5287
Bondapplication08O5O3.wpd
-3-
4818-4290- 6882 \1
Deb Mangen
From: Gordon Hughes
Sent: Tuesday, February 12, 2008 2:48 PM
To: Deb Mangen
Subject: FW: Calvin Christian School
Can you print and keep on file per Cathy's instructions?
From: Nutzmann, Cathy [mailto:Nutzmann.Cathy @dorsey.com]
Sent: Tuesday, February 12, 2008 2:44 PM
To: Gordon Hughes
Cc: dfreeman @calvinchristian.org; fkueppers @kuepperslaw.com; todd_nelson @anchorlink.com; mhealthcap @aol.com;
chris @analawfirm.com; Heide, Richard
Subject: Calvin Christian School
Gordon -
Attached is a proposed form of Application to the Minnesota Department of Employment and Economic Development
along with forms of the attachments to the application. This Application and attachments are to be on file with the HRA
once the Notice of Public Hearing is published on Thursday.
I will forward forms of the Bond Resolution and City approval resolution under separate cover.
If you have any questions, please feel free to contact Dick Heide or me.
Cathy Nutzmann
Senior Paralegal
..... ...............................
DORSEY & WHITNEY LLP
Suite 1500, 50 South Sixth Street
Minneapolis; MN 55402 -1498
P: 612.340.2963 F: 612.340.2643
..... ...............................
CONFIDENTIAL COMMUNICATION
E -mails from this firm normally contain confidential and privileged material, and are for the sole use of the intended recipient.
Use or distribution by an unintended recipient is prohibited; and may be a violation of law. If you believe that you received
this e-mail in error, please do not read this e-mail or any attached items. Please delete the e-mail and all attachments,
including any copies thereof, and inform the sender that you have deleted the a -mail, all attachments and any copies thereof.
Thank you
<<DEED Application.doc>> <<Feasibilty Letter.doc>> <<Preliminary BC Opinion.doc>> <<Comprehensive
Statement.doc>> <<Employment Preference Letter.doc>>
2/28/2008
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
Richard Hendrickson, being duly sworn on
an oath; states or affirms that he is the Chief
Financial Officer of the newspaper(s) known
as
Edina Sun- Current
and has full knowledge of the facts stated
below:
(A) The newspaper has complied with all of
the requirements constituting qualifica-
tion as a qualified newspaper as provid-
ed by Minn. Stat. §331A.02, §331A.07,
and other applicable laws as amended.
(B) The printed public notice that is attached
was published in said newspaper(s)
once each week, for one successive
week(s); it was first published on Thurs-
day, the 14 day of February
2008,;and was thereafter printed and
published on every Thursday to and in-
cluding Thursday, the ____ day of
2008; and printed
below is a copy of the lower case alpha-
bet from A to Z, both inclusive, which is
hereby acknowledged as being the size
and kind of type used in the composition
and publication of the notice:
abcdefg hijklmnopgrstuvwxyz
•
Subscribed and sworn to or affirmed
before me on this 14 day of
February 2008.
/ Notary Public
MARY ANN CARLSON
NOTARY PUBLIC — MINNESOTA
MY COMMISSION EXPIRES 1-31-09
j
City of Edina
(Official Publication)
NOTICE OF PUBLIC HEARING ON A PROJECT AND
THE PROPOSED ISSUANCE BY THE EDINA
HOUSING AND REDEVELOPMENT AUTHORITY OF A
REVENUE NOTE TO PROVIDE FINANCING FOR THE
PROJECT, IN A PRINCIPAL AMOUNT.NOT,TO
EXCEED $1,500;000, ATTHE REQUEST OF CALVIN
CHRISTIAN SCHOOL OF.'MINNEAPOLIS
NOTICE IS HEREBY. GIVEN that.a public hearing
shall be conducted by the Board of Commissioners of the
Edina Housing. and Redevelopment 'Authority (the "Is-
suer"), on a proposal that it issue its Revenue Note, in a
principal amount not to exceed $1,500,000 (the "Note "),
and on a project (the 'Project") to be financed thereby, pur-
suant to Minnesota Statutes, Sections 469.152 to
469.1651, as amended.(the "Act "), all at the request of
Calvin Christian' School of Minneapolis, a Minnesota non-
profit corporation (the "Corporation"). The hearing will be
held at City.Hall, located at 4801 West 50th Street,' Edina,
Minnesota, on Monday,' March 3, 2008, at 7:00 o'clock
p.m. The proposed Project to be financed by the Note con-
sists of the expansion and renovation of the Corporation's
existing campus located in the City of,Edina, including the
construction of an approximately 8,600 squal6e foot addi-
tion to the existing, main school building and.a.1,075
square foot addition3o another building, and the acquisi-
tion and installation of_equipmeit and.furnishings, if any.
The main building addition will provide a new lobby, anew
media center which includes a library, computer lab, office
and conference room, and an office suite;' including a re-
ception -area, two administrative offices, a small confer-
ence room, a nursing' office, a workroom and restrooms,
and the addition to the *other building involves a new en-
tryway, a hallway and restrooms. The address of the Pro-
ject to be financed by the Note is 4015 Inglewood Avenue
South, Edina, Minnesota. The Project is to be owned and
operated by the Corporation. The proceeds of the Note
will be loaned by the'Issuer to the Corporation to provide
financing for the Project, and the Corporation will agree to
repay the loan at times and in amounts sufficient to pro-
vide for payment in.full'of the Note when due. At said time
and place the`Board of Commissioners shall give all par-
ties who appear an opportunity to express their views with
respect to the Project and the issuance of the Note. Writ-
ten comments will be accepted at the principal offices of
the Issuer until the time of hearing. A draft copy of the pro-
posed Application to the Minnesota Department of Em-
ployment and Economic Development for approval of the
Project, together with all attachments and exhibits there-
to, shall be available for public inspection following the
publication of this notice at the office of the Executive Di-
rector of the Issuer in City Hall during normal business
hours, 7:30 o'clock a.m. to 4:00 o'clock p.m. on normal
business days.
February 6, 2008.
By /s/ Gordon L. Hughes
Its Executive Director
(Feb. 14, 2008) dl -HRA PHN- Calvin Christian School
ff
•
COMPREHENSIVE STATEMENT
The undersigned, being the duly qualified and acting Executive Director of the Edina
Housing and Redevelopment Authority (the "Authority "), DO HEREBY CERTIFY on behalf of
the Authority that the governing body of the Authority (the "Board of Commissioners ") has been
provided by representatives of Calvin Christian School of Minneapolis, a Minnesota nonprofit
corporation (the `Borrower "), with certain information concerning the proposed issuance of a
revenue note by the Authority under Minnesota Statutes, Sections 469.152 through 469.165 1, as
amended (the "Act "). On the basis of such information, the City Council, by resolution adopted
March 3, 2008, has given approval to the proposed issuance of a revenue note of the Authority,
in a principal amount not to exceed $1,500,000, under the Act (the "Note "). The following are
factors considered by the Board of Commissioners in determining to give approval to the
issuance of the Note:
1. The proposed project consists generally of the expansion and renovation of the
Borrower's existing campus, including the construction of an approximately 8,600 square foot
addition to the existing main school building and a 1,075 square foot addition to another
building, together with the acquisition and installation of equipment and furnishings, if any (the
"Project "). The main building addition will provide a new lobby, a new media center which
includes a library, computer lab, office and conference room, and an office suite, including a
reception area, two administrative offices, a small conference room, a nursing office, a
workroom and restrooms, and the addition to the other building involves a new entryway, a
hallway and restrooms. The Project is located at located at 4015 Inglewood Avenue South in the
City of Edina.
2. The Project constitutes a "project" within the meaning of Minnesota Statutes,
Section 469.153, subdivision 2(d).
3. The Project will promote the public purposes and legislative objectives of the Act
by the promotion of economically sound industry through governmental action to prevent, so far
as possible, the emergence of blighted lands and areas of chronic unemployment and by the
provision of employment opportunities to individuals who are unemployed or who are
economically disadvantaged, and by the enhancement of educational services and facilities to
residents of the Authority and other members of the community.
4. Representatives of the Borrower estimate that approximately 75 persons will be
employed at the Project, and the Project will thereby help enhance employment opportunities for
residents of the City of Edina and the surrounding area.
5. The Authority will provide the Minnesota Department of Employment and
Economic Development (the "Department ") with the information required by Minnesota
Statutes, Section 469.154, Subdivision 5, upon entering into a revenue agreement with the
Borrower, and the information required by Minnesota Statutes, Section 469.154, Subdivision 7,
as required.
6. The project to be financed by the Note does not include any property to be sold or
affixed to or consumed in the production of property for sale, and does not include any housing
facility to be rented or used as a permanent residence.
7. A public hearing on the proposal to issue the Note was conducted pursuant to
Minnesota Statutes, Section 469.154, Subdivision 4, and Section 147(f) of the Internal Revenue
Code of 1986, as amended, on March 3, 2008 at 7:00 p.m., at the City Hall, at which public
hearing all interested parties were afforded an opportunity to express their views. A draft copy
F)
4
of the application to the Department, with all attachments, was available for public inspection
following publication of notice of the public hearing.
Dated: March 3, 2007.
4821- 6167- 3986 \1
EDINA HOUSING AND REDEVELOPMENT
AUTHORITY
an
Executive Director
March 3, 2008
Commissioner
Minnesota Department of Employment
and Economic Development
332 Minnesota Street
Suite E200
St. Paul, MN 55101
Re: Proposed Edina Housing and Redevelopment Authority, Minnesota
Revenue Note
(Calvin Christian School in Minneapolis Project)
Dear Sir or Madam:
We have reviewed a resolution adopted by the governing body of the Edina Housing and
Redevelopment Authority (the "Authority "), on March 3, 2008 (the "Resolution "), relating to the
issuance by the Authority of its revenue note under Minnesota Statutes, Sections 469.152
through 469.165 1, at the request of Calvin Christian School of Minneapolis, a Minnesota
nonprofit corporation (the "Borrower ") to finance the expansion and renovation of the
Borrower's existing campus, including the construction of an approximately 8,600 square foot
addition to the existing main school building. and a 1,075 square foot addition to another
building, together with the acquisition and installation of equipment and furnishings, if any (the
"Project "). The main building addition will provide a new lobby, a new media center which
includes a library, computer lab, office and conference room, and an office suite, including a
reception area, two administrative offices, a small conference room, a nursing office, a
workroom and restrooms, and the addition to the other building involves a new entryway, a
hallway and restrooms.
On the basis of our review of the Resolution and preliminary discussions with
representatives of the Borrower as to the nature of the Project and the proposed financing
thereof, it.is presently our opinion that (i) the Project constitutes a "project" within the meaning
of Minnesota Statutes, Section 469.153, Subdivision 2(d), and (ii) the Authority is authorized,
assuming further proceedings are taken in accordance with the provisions of Sections 469.152
through 469.1651 and any other applicable law, to issue its revenue note as authorized by the
Resolution.
Very truly yours,
DORSEY & WHITNEY LLP
M.
4844 -6015- 2578 \1
Richard A. Helde
[Draft of compliance of employment preference letter]
March 3, 2008
Board of Commissioners and Executive Director
Edina Housing and Redevelopment Authority
City Hall
Edina, Minnesota 55424
Re: Proposed Revenue Note
(Calvin Christian School of Minneapolis Project)
Edina Housing and Redevelopment Authority, Minnesota
Plan of Compliance with Minnesota Statutes, Section 469.154, Subdivision 7
Ladies and Gentlemen:
This letter is intended to satisfy the requirements of item 9 of the Application For
Approval of Industrial Development Bond Project to be filed by the Edina Housing and
Redevelopment Authority (the "Authority "), with the Minnesota Department of Employment and
Economic Development in connection with the project to be financed with the above - referenced
revenue note, and may be attached as an exhibit to said Application.
It is the plan and intent of Calvin Christian School of Minneapolis, a Minnesota nonprofit
corporation (the. "Borrower"), to comply with the provisions of Minnesota Statutes,.
Section 469.154, Subdivision 7, and, upon request, to assist and cooperate with the Authority in
complying with those reporting requirements of said Subdivision 7 which may be applicable to
the Authority. Nothing herein contained shall be construed so as to impose any obligation or
requirement on the Borrower or the Authority which is not otherwise imposed by said
Subdivision 7.
Very truly yours,
CALVIN CHRISTIAN SCHOOL OF
MINNEAPOLIS
LM
4817 - 2546- 6370 \1
Its
[Letterhead of MHC]
[Draft of Feasibility Letter]
March 3, 2008
Board of Commissioners and Executive Director
Edina Housing and Redevelopment Authority
City Hall
Edina, Minnesota 55424
Re: Proposed Revenue Note
(Calvin Christian School of Minneapolis Project)
Edina Housing and Redevelopment Authority, Minnesota
Ladies and Gentlemen:
At the request of Calvin Christian School of Minneapolis, a Minnesota nonprofit
corporation (the "Borrower "), we have conducted a study of the preliminary economic feasibility
of the proposal that Edina Housing and Redevelopment Authority (the "Authority") issue the
above- referenced revenue note under the provisions of Minnesota Statutes, Section 469.152
through 469.165 1, to finance, in whole or in part, a project (the "Project ") of the Borrower.
Our study has led us to conclude that, on the basis of current financial conditions, the
Project is feasible from a financial standpoint. Subject to agreement between the parties on the
final terms of the proposed revenue note and market conditions at the time of issuance, we
propose to purchase the revenue note to be issued by the Authority.
We understand a copy of this letter will be forwarded by the Authority to the Minnesota
Department of Employment and Economic Development to serve as the feasibility letter required
by the Department.
Very truly yours,
MHC
By
Its
4831-51464194\1