HomeMy WebLinkAboutResolution - HRA 2009-01 - Lease Revenue Refunding Bonds - City Hall and Community Center Projects Series 2009A - 01/20/2009 HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
H.R.A. RESOLUTION NO. 2009-01
RESOLUTION AUTHORIZING THE ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $3,235,000 LEASE REVENUE REFUNDING
BONDS (CITY HALL AND COMMUNITY CENTER PROJECTS),
SERIES 2009A AND AUTHORIZING THE EXECUTION OF A LEASE-
PURCHASE AGREEMENT
BE IT RESOLVED by the Board of Commissioners of the Housing and
Redevelopment Authority in and for the City of Eden Prairie(the "Authority"), as follows;
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Eden Prairie, Minnesota(the"Authority") is authorized by Minnesota Statutes, Sections 469 (the
"Act"), to issue bonds to finance or refinance a redevelopment project and the principal and
interest on the bonds may be payable exclusively from its income and revenues of the project
financed or refinanced with the proceeds of the Bonds; and
WHEREAS, the Act further authorized the Authority to make any of its land in a
redevelopment project available for use by public agencies by sale, lease or otherwise, and
WHEREAS,the Authority has undertaken a project (the"Community Center
Project")consisting of the construction of improvements to a community center facility located
on land in the City of Eden Prairie, Minnesota(the"City") as an authorized project under the
Act,and has financed the cost thereof by the issuance of its revenue bonds denominated Lease
Revenue Bonds(Community Center Project), Series 1992A(the"Series 1992A Bonds"), and has
leased the Community Center Project to the City pursuant to and in accordance with a Lease-
Purchase Agreement, dated as of August 1, 1992, between the Authority and the City; and
WHEREAS, the Authority has undertaken a project (the"City Hall Project,"
together with the Community Center Project, the"Project") consisting of the acquisition of
certain real property in the City and the acquisition and rehabilitation of an existing building
located thereon, a portion of which was for use as a city hall and city offices(the"Governmental
Space"), as an authorized project under the Act, and has financed the cost thereof by the issuance
of its revenue bonds denominated Lease Revenue Bonds (City Hall Project), Series 1992E (the
"Series 1992B Bonds")and its Lease Revenue Bonds(City Hail Project), Series 1993A(the
"Series 1993A Bonds") and leased with an agreement to sell to the City pursuant to a lease
agreement, dated as of August 1, 1992 (the"Series B Lease Agreement"), and amended by a
First Amendment to Series B Lease Agreement,dated as of May 1, 1993, between the Authority
and the City; and
WHEREAS, the Authority has issued its lease revenue refunding bonds pursuant
to the Act, denominated Lease Revenue Refunding Bonds (City Hall and Community Center
Projects), Series 2002A(the"Series 2002A Bonds"), for the purpose of refunding in advance of
maturity the outstanding Series 1992A Bonds and Series 1992B Bonds; and
WHEREAS, it is proposed that the Authority issue its lease revenue refunding
bonds pursuant to the Act, to be denominated Lease Revenue Refunding Bonds(City Hall and
Community Center Projects), Series 2009A(the"Bonds") for the purpose of refunding in
advance of maturity$3,240,000 of principal amount of the outstanding Series 2002A Bonds(the
"Refunded Bonds"), and to pay certain costs of the issuance of the Bonds and of the refunding of
the Refunded Bonds; and
WHEREAS, the Bonds issued under this Resolution will be secured by the Lease-
Purchase Agreement,dated as of February 1,2009 (the"Lease"),between the Authority and the
City, and of the revenues derived by the Authority from the Project, and the bonds and interest
thereon shall be payable solely from the revenues pledged thereto and no bonds shall constitute a
debt of the Authority within the meaning of any constitutional or statutory limitation nor shall
the full faith, credit and taxing powers of the Authority be pledged thereto; and
WHEREAS,under 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 to refinance
the Project, and the City is to provide the cost of maintaining the Project in good repair, the cost
of keeping the Project properly insured, and any payments required for taxes and any expenses
incurred by the Authority in connection with the Project; and
WHEREAS, forms of the Lease and the Preliminary Official Statement,dated January 15, 2009
(together with the Final Official Statement to be prepared and distributed prior to delivery of the
Bonds,the"Official Statement")have been presented to this Board and are hereby ordered to be
placed on file in the office of the Secretary.
NOW, THEREFORE,BE IT RESOLVED by the Board of Commissioners of the
Housing and Redevelopment Authority in and for the City of Eden Prairie, as follows:
Section 1. Authorization and Sale.
1.1. This Board acknowledges, finds, determines and declares that it is in the best
interests of the Authority to refinance the Project.
1.2. The Bonds and the interest on the Bands shall be payable solely from the revenue
pledged therefor and shall not constitute a debt of the Authority within the meaning of any
constitutional or statutory limitation nor shall constitute nor give rise to a pecuniary liability of
the Authority or a charge against its general credit or taxing powers and shall not constitute a
charge, lien, or encumbrance, legal or equitable,upon any property of the Authority other than
the lease-purchase payments to be received under the Lease.
1.3. Sale. The Authority has retained Sound Capital Management, Inc. as independent
financial advisor in connection with the sale of the Bonds. The Authority has received an offer
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from Northland Securities, Inc,, in Minneapolis,Minnesota(the Purchaser) to purchase the
Bonds at a price of$3,267,114.75 plus accrued interest on all Bonds to the day of delivery and
payment,on the further terms and conditions hereinafter set forth. The offer is hereby accepted,
and the Chair and Executive Director 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.
2.1. Issuance of Bonds. For the purpose of financing the cost of refunding the
Refunded Bonds, this Board hereby authorizes the issuance of the Bonds in the aggregate
principal amount of$3,235,000. All acts,conditions and things which are required by the Act
and 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.
2.2. Maturities, Interest Rates, Denominations, Payment. The Bonds shall be in
denominations of$5,000 each,or any integral multiple thereof, shall bear a date of original issue
as of February 1, 2009, shall mature on February 1 in the respective years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate
2010 $ 990,000 2.50%
2011 1,055,000 2.50
2012 1,195,000 3.00
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond,the principal amount thereof shall be payable by check or draft issued by
the Registrar described herein.
2.3. Dates, Interest Payment Dates. Each Bond shall be dated by the Registrar, as
hereinafter defined, as of the date of authentication. The interest on the Bonds shall be payable
on February 1 and August 1 in each year, commencing August 1, 2009, to the registered owner
of record thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.
2.4. Appointment of Initial Registrar. The Authority hereby appoints Wells Fargo
Bank,National Association, Minneapolis, Minnesota, as the initial bond registrar, transfer agent
and paying agent(the Registrar). The Chair and the Executive Director are authorized to execute
and deliver, on behalf of the Authority, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, such corporation shall be authorized
to act as successor Registrar. The Authority agrees to pay the reasonable and customary charges
of the Registrar for the services performed. The Authority reserves the right to remove the
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Registrar upon thirty(30)days notice and upon the appointment of a successor Registrar, in
which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the
successor Registrar and shall deliver the bond register to the successor Registrar.
2.5. Registration. The effect of registration and the rights and duties of the Authority
and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a
bond register in which the Registrar shall provide for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may,however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Bonds of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the
Authority.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on the Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment,deems improper or
unauthorized.
(f) Persons Deemed Owners. The Authority and the Registrar may treat the
person in whose name any Bond is at any time registered in the bond register as the
absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of and interest on the Bond and for
all other purposes, and all such payments so made to any such registered owner or upon
the owner's order shall be valid and effectual to satisfy and discharge the liability upon
the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds,the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
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Registrar for any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution for and
upon cancellation of any mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the Authority and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be canceled by it and evidence of such cancellation
shall be given to the Authority. If the mutilated, destroyed, stolen or lost Bond has
already matured it shall not be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated the
authenticating agent for the Bonds within the meaning of Minnesota Statutes, Section
475.55, subdivision 1.
2.6. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the Executive Director and shall be executed on behalf of the Authority by the
signatures of the Chair and the Executive Director,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on the Bond has been
duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated, the Treasurer shall deliver the same to the Purchaser upon payment
of the purchase price in accordance with the contract of sale heretofore made and executed, and
the Purchaser shall not be obligated to see to the application of the purchase price.
2.7. Redemption. The Bonds shall not be subject to redemption and prepayment prior
to their stated maturity dates.
2.8. Securities Depository.
(a) For purposes of this section the following terms shall have the following
meanings:
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`Beneficial Owner"shall mean, whenever used with respect to a
Bond, the person in whose name such Bond is recorded as the beneficial
owner of such Bond by a Participant on the records of such Participant, or
such person's subrogee,
"Cede&Co." shall mean Cede& Co., the nominee of DTC, and
any successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York,
New York.
"Participant"shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation Letter"shall mean the Representation Letter
pursuant to which the Authority agrees to comply with DTC's Operational
Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each stated
maturity of the Bonds. Upon initial issuance,the ownership of such Bonds shall be
registered in the bond register in the name of Cede& Co., as nominee of DTC. The
Registrar and the Authority may treat DTC (or its nominee)as the sole and exclusive
owner of the Bonds registered in its name for the purposes of payment of the principal of
or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any,
giving any notice permitted or required to be given to registered owners of Bonds under
this resolution, registering the transfer of Bonds, and for all other purposes whatsoever;
and neither the Registrar nor the Authority shall be affected by any notice to the contrary.
Neither the Registrar nor the Authority shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or
through DTC or any Participant,or any other person which is not shown on the bond
register as being a registered owner of any Bonds, with respect to the accuracy of any
records maintained by DTC or any Participant,with respect to the payment by DTC or
any Participant of any amount with respect to the principal of or interest on the Bonds,
with respect to any notice which is permitted or required to be given to owners of Bonds
under this resolution, with respect to the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the Bonds, or with
respect to any consent given or other action taken by DTC as registered owner of the
Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond,only to Cede & Co. in accordance with DTC's
Operational Arrangements, and all such payments shall be valid and effective to fully
satisfy and discharge the Authority's obligations with respect to the principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than
DTC shall receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the Authority to make payments of principal and interest. Upon delivery by
DTC to the Registrar of written notice to the effect that DTC has determined to substitute
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a new nominee in place of Cede &Co., the Bonds will be transferable to such new
nominee in accordance with paragraph(e) hereof.
(c) In the event the Authority determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the
Authority may notify DTC and the Registrar,whereupon DTC shall notify the
Participants of the availability through DTC of Bonds in the form of certificates. In such
event,the Bonds will be transferable in accordance with paragraph(e)hereof. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by
giving notice to the Authority and the Registrar and discharging its responsibilities with
respect thereto under applicable law. In such event the Bonds will be transferable in
accordance with paragraph(e)hereof.
(d) The execution and delivery of the Representation Letter to DTC by the
Chair or Secretary is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under
paragraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt
by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments
of transfer to the permitted transferee in accordance with the provisions of this resolution.
In the event Bonds in the form of certificates are issued to owners other than Cede &Co.,
its successor as nominee for DTC as owner of all the Bonds, or another securities
depository as owner of all the Bonds, the provisions of this resolution shall also apply to
all matters relating thereto, including,without limitation, the printing of such Bonds in
the form of bond certificates and the method of payment of principal of and interest on
such Bonds in the form of bond certificates.
2.9. Form of Bonds. The Bonds shall be printed in substantially the following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN
PRAIRIE
LEASE REVENUE REFUNDING BOND (CITY HALL AND COMMi.]NITY CENTER
PROJECTS), SERIES 2009A
R- $
Date of
Rate Maturity Original Issue CUSIP
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February 1,20_ February 1, 2009
REGISTERED OWNER:
PRINCIPAL AMOUNT: THOUSAND DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the Housing and Redevelopment
Authority in and for the City of Eden Prairie, a duly organized and existing public body,
corporate and politic, of the State of Minnesota(the Authority), acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner specified above,
or registered assigns, in the manner hereinafter set forth, the principal sum specified above on the
maturity date specified above, without option of prior redemption except upon an event of
default under the Lease hereinafter referred to or a non-appropriation by the City as hereinafter
described,with interest thereon from Date of Original Issue set forth above at the annual rate
specified above, computed on the basis of a 360-day year consisting of twelve 30-day months
and payable on February I and August 1 in each year, commencing August 1, 2009, to the
person in whose name this Bond is registered at the close of business on the fifteenth day
(whether or not a business day) of the immediately preceding month. The interest hereon and,
upon presentation and surrender hereof, the principal hereof are payable in lawful money of the
United States of America by check or draft or other agreed means of payment by Wells Fargo
Bank, National Association, in Minneapolis, Minnesota, as Registrar and Paying Agent,or its
designated successor under the Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of$3,235,000, all of like
date of original issue and tenor, except as to number, maturity, interest rate and denomination,
which Bond has been issued pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota, including Minnesota Statutes, Chapters 469 and 475, and pursuant to a
resolution adopted by the Board of Commissioners of the Authority on January 20, 2009(the
Resolution), for the purpose of providing money to refund certain outstanding lease revenue
bonds of the Authority issued to finance or refinance the acquisition, construction and furnishing
of a project to be leased by the Authority to the City of Eden Prairie,Minnesota(the City),
pursuant to a Lease Agreement, dated as of February I, 2009 (the Lease), between the Authority,
as lessor, and the City, as lessee. The Bonds are payable solely from the Lease Revenue
Refunding Bond Sinking Fund of the Authority, to which has been pledged the lease-purchase
payments to be received by the Authority from the City pursuant to the Lease. Said lease-
purchase payments, if timely made, will be in an amount sufficient to pay, with any proceeds of
the Bonds and any other funds appropriated for such purpose, the principal of and interest on the
Bonds as such becomes due. The obligation of the City under the Agreement to make lease-
purchase payments sufficient to pay the principal of and interest on the Bonds when due is a
limited obligation of the City, subject to the annual appropriation in each fiscal year by the City
Council of funds sufficient to pay such lease-purchase payment. The City is not obligated to
make any such appropriation and has the right to cancel and terminate the Agreement at the end
of any fiscal year of the City if the City Council does not appropriate moneys sufficient to pay
the lease-purchase payments coming due in the next fiscal year. The Bonds shall not constitute
an indebtedness of the State of Minnesota,the Authority or any other political subdivision and
neither the State, the Authority nor any other political subdivision shall be liable on the Bonds,
nor shall the Bonds be payable out of any funds of the State, the Authority or other political
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subdivision other than lease-purchase payments to be made by the City to the Authority under
the Lease which have been pledged by the Authority to the payment of the Bonds. No Holder of
this Bond shall ever have the right to compel any exercise of the full faith and credit and taxing
power of the State of Minnesota or the Authority to pay this Bond or the interest hereon, or to
enforce payment thereof against any property of the State of Minnesota or the Authority other
than the lease-purchase payments so pledged. The Bonds of this issue are issuable only in fully
registered form, in denominations of$5,000 or any integral multiple thereof,of single maturities.
In case an Event of Default as defined in the Lease occurs, or in the event of non-
appropriation by the City Council of the City, the Authority may declare the principal of all
Bonds outstanding to be due and payable prior to the stated maturity thereof, and upon such
declaration, the principal of all Bonds outstanding shall become due and payable. After such
declaration, all moneys received by the Authority and applicable to the Bonds pursuant to the
Lease shall be applied to the equal and proportional payment of all Bonds outstanding and claims
for interest thereon,without priority of any Bond over another Bond, or of principal over interest
or interest over principal.
Bonds of this series have been designated as "qualified tax-exempt obligations"pursuant
to Section 255(b)of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the Authority at the principal office of the Registrar,by
the registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the
Authority will cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount,bearing interest at the same rate and maturing on
the same date, subject to reimbursement for any tax, fee or governmental charge required to be
paid with respect to such transfer or exchange.
The Authority and the Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the Authority nor the Registrar shall
be affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede &Co., as nominee of The Depository Trust Company,or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede& Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the Authority.
IT IS HEREBY CERTIFIED,RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order
to make it a valid and binding special obligation of the Authority in accordance with its terms,
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have been done, do exist,have happened and have been performed as so required; and that the
issuance of this Bond does not cause the indebtedness of the Authority to exceed any
constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the
City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this Bond to be
executed on its behalf by the facsimile signatures of the Chair and Executive Director.
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
EDEN PRAIRIE, MINNESOTA
(facsimile signature) (facsimile signature)
Executive Director Chair
Date of Authentication: , 2009.
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to the applicable laws or
regulations:
TEN COM --as tenants in common UTMA ................... as Custodian for................
(Cust) (Minor)
TEN ENT--as tenants by the entireties under Uniform Transfers to Minors Act ..........
(State)
3T TEN--as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received,the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with full power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the
within Bond in every particular,without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
Signatures)must be guaranteed by an"eligible guarantor institution"meeting the requirements
of the Registrar, which requirements include membership or participation in STAMP or such
other"signature guaranty program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
Please insert social security or other identifying number of assignee:
[end of bond form]
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Section 3. Use of Proceeds; Bond Fund.
3.1. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the Executive
Director shall deposit and apply the proceeds of the Bonds as follows: (a) $3,248,280.00 shall be
deposited with the Trustee for the Refunded Bonds under the 2002 Indenture to be applied to the
redemption and prepayment of the Refunded Bonds on February 24, 2009, in accordance with
the provisions of the 2002 Indenture; (b) $15,775.00 shall be used to pay costs of issuance and
(c) $7,161.00 shall be deposited in the Bond Fund created in Section 3.2 hereof.
3.2. Lease Revenue Refunding Bond Sinking Fund.
(a) There shall be established on the official books and records of the
Authority a Lease Revenue Refunding Bond Sinking Fund (the Bond Fund). To the
Bond Fund there is irrevocably pledged and appropriated and shall be credited (i)the
amount specified in Section 3.1,clause(c), and (ii) all Lease-Purchase Payments (as
defined in the Lease)received from the City pursuant to the provisions of Section 6.1 of
the Lease. The Bond Fund shall be used only to pay the principal of and interest on the
bonds issued and made payable therefrom, including the Bonds. The balance on hand in
the Bond Fund on each interest payment date will be used first pro rata to pay the interest
then due on all Bonds payable therefrom, and second to pay the principal of the matured
Bonds in order of their maturity dates,pro rata with respect to Bonds maturing on the
same date. Investment earnings on amounts held in the Bond Fund shall be retained
therein and applied to the payment of principal of and interest on Bonds payable
therefrom. On or before each principal and interest payment date for the Bonds, the
Treasurer of the Authority is directed to remit to the Registrar from funds on deposit in
the Bond Fund the amount needed to pay principal and interest on the Bonds on the next
succeeding principal and interest payment date.
(b) The Authority covenants to apply all Lease-Purchase Payments received
by the Authority from the City pursuant to the Lease to the payment of the principal of
and interest on the Bands. The Bonds shall not constitute or give rise to a charge against
the general credit or properties or taxing powers of the Authority or the City and shall not
grant to the Owners of the Bonds any right to have the Authority or the City levy any
taxes or appropriate any funds for the payment of the principal thereof or interest thereon.
The Bonds are not a general obligation or a pecuniary liability of the Authority or the
City or the individual officers or agents thereof. The Bonds shall not constitute an
indebtedness of the Authority or the City within the meaning of any state constitutional
provision or statutory limitation. The Bonds and interest thereon are payable solely from
Lease-Purchase Payments to be paid by the City pursuant to the Lease, or other moneys
held by the Bond Registrar in a fund or account appropriated to the payment of the
Bonds.
(c) The obligation of the City to make Lease-Purchase Payments pursuant to
the Lease is subject to annual appropriation by the City Council of the City. In the event
the City Council determines not to appropriate moneys for the payment of Lease-
Purchase Payments due in a fiscal year,the Lease will terminate at the end of the then-
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current fiscal year, and the City will have no further obligation to make Lease-Purchase
Payments pursuant to the Lease.
(d) In case an Event of Default as defined in the Lease occurs, or in the event
of non-appropriation by the City Council of the City, the Authority may declare the
principal of all Bonds outstanding to be due and payable prior to the stated maturity
thereof, and upon such declaration, the principal of all Bonds outstanding shall become
due and payable. After such declaration, all moneys received by the Authority and
applicable to the Bonds pursuant to the Lease shall be applied to the equal and
proportional payment of all Bonds outstanding and claims for interest thereon, without
priority of any Bond over another Bond, or of principal over interest or interest over
principal.
3.3. Application of Moneys. All moneys received by the Authority pursuant to any
right given or action taken under the provisions of this Resolution or the Lease, shall, after
payment of the cost and expenses of the proceedings resulting in the collection of such moneys
and of the expenses, liabilities and advances incurred or made by the Authority, be deposited in
the Bond Fund and all moneys in the Bond Fund maintained with the Authority shall be applied
as follows:
(a) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
First: To the payment to the Bondholders entitled thereto of all
installments of interest then due on the Bonds, in the order of the maturity of the
installments of such interest, and, if the amount available shall not be sufficient to
pay in full any particular installment, then to the payment ratably, according to the
amounts due on such installment, to the Bondholders entitled thereto,without any
discrimination or privilege; and
Second: To the payment to the Bondholders entitled thereto of the unpaid
principal of any of the Bonds which shall have become due(other than Bonds
called for redemption for the payment of which moneys are held pursuant to the
provisions of this Resolution), in the order of their due dates, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date,
then to the payment ratably, according to the amount of principal due on such
date, to the Bondholders entitled thereto without any discrimination or privilege.
(b) If the principal of all the Bonds shall have become due, all such moneys
shall be applied to the payment of the principal and interest then due and unpaid upon the
Bonds,without preference or priority of principal over interest or of interest over
principal,or of any installment of interest over any other installment of interest, or of any
Bond over any other Bond, ratably, according to the amounts due respectively for
principal and interest, to the Bondholders entitled thereto without any discrimination or
privilege.
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3.4. Investments. All funds on hand in the Bond Fund shall be deposited or invested
in accordance with Minnesota Statutes, Chapter I I8A. All securities so purchased shall mature at
or before the time when it is estimated that the proceeds thereof will be needed for the purposes
of the Fund from which funds are withdrawn for the purchase.
Section 4. Lease Agreement; Other Documents.
4.1. Approval. The form of Lease is hereby approved. The Chair and Executive
Director are hereby authorized and directed to execute and deliver the Lease in the name and on
behalf of the Authority with such variations, omissions and insertions as the Chair and Executive
Director shall approve, which approval shall be conclusively presumed by the execution and
delivery of said agreement by the Chair and Executive Director. The officers of the Authority
are hereby authorized to do all acts and things required of them by or in connection with this
Resolution and the Lease for the full,punctual and complete performance of all the terms,
covenants and agreements contained in the Bonds, the Lease and this Resolution, including the
execution and delivery of such closing certificates, arbitrage certifications and similar documents
as may be required by bond counsel in connection with the issuance and delivery of the Bonds.
4.2. Covenant With Bondholders; Enforcement of Lease. Each and all of the terms
and provisions of this Resolution shall be and constitute a covenant on the part of the Authority
to and with each and every Holder from time to time of the outstanding Bonds issued hereunder.
The Authority will proceed with due diligence to enforce its rights under the Lease for the
benefit and security from time to time of the registered owners of the outstanding Bonds. In the
event that,while Bonds are still outstanding, an Event of Default as defined in the Lease occurs
and the Lease is terminated, or in the event of non-appropriation by the City Council of the City,
the Authority covenants and agrees to use its best efforts, to lease or sell the Project to others,
and will apply the sale proceeds,net rentals or other payments(after deduction of the costs
incurred by the Authority in connection with such leasing) received by the Authority to the
payment of the principal of and interest on the Bonds.
Section 5. Defeasance.
When all of the Bonds have been discharged as provided in this section, all pledges,
covenants and other rights granted by this resolution to the registered owners of the Bonds shall
cease. The Authority may discharge its obligations with respect to any Bonds which are due on
any date by depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged
by depositing with the Registrar a sum sufficient for the payment thereof in full with interest
accrued from the due date to the date of such deposit. The Authority may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action,by depositing irrevocably in escrow, with a
bank qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited,bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall be required to pay all principal,
premium, if any, and interest to become due thereon to maturity or an earlier designated
redemption date.
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Section 6. Registration of Bonds.
The Executive Director 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 7. 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 8. Official Statement.
The Preliminary Official Statement relating to the Bonds, dated January 15, 2009,
prepared and delivered on behalf of the Authority by Northland, is hereby approved. Northland
is hereby authorized on behalf of the Authority to prepare and distribute to the Purchaser a Final
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 Final 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 Preliminary Official
Statement and Final Official Statement. 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 9. Tax Matters.
9.1. General Tax Covenant. The Authority agrees with the Holders from time to time
of the Bonds that it will not take,or permit to be taken by any of its officers, employees or
agents, any action that would cause interest on the Bonds to become includable in gross income
of the recipient under the Internal Revenue Code of 1986, as amended (the"Code") and
applicable Treasury Regulations (the"Regulations"), and agrees to take any and all actions
within its powers to ensure that the interest on the Bonds will not become includable in gross
income of the recipient under the Code and the Regulations. S❑ long as any Bonds are
outstanding, the Authority shall not enter into any contract for the sale of all or a portion of the
Project or enter into any lease, management contract, use agreement or other agreement with any
non-governmental person relating to the use of all or a portion of the Project or security for the
payment of the Bonds which might cause the Bonds to be considered"private activity bonds"or
"private loan bonds"pursuant to Section 141 of the Code.
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9.2. Certification. The Chairperson and Executive Director, 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.
9.3. _qualified Tax-Exempt Obligations. In order to enhance the marketability of the
Bonds, and since the Authority and all subordinate entities do not reasonably expect to issue in
excess of$10,000,000 of governmental and qualified 501(c)(3) bonds during calendar year 2009,
the Bonds are hereby designated by the Authority as"qualified tax-exempt obligations" for the
purposes of Section 265(b) of the Code.
Section 10. Redemption
The Executive Director is directed to cause the Trustee to call the Refunded Bonds for
redemption and prepayment on February 24, 2009, which is their earliest permissible redemption
date and to give or cause to be given notice of redemption in accordance with the provisions of
the 2002 Indenture.
Adopted by the Housing and Redevelopment Authority in and for the City of Eden Prairie,
Minnesota, this 20 day of January, 2009.
By: 01 j$___1
P ung, Chair, n
GAttest: SEAL
Cott 1, getutive ' ector
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