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HomeMy WebLinkAboutResolution - HRA 2007-02 - Public Facility Lease Revenue Bonds, Series 2007 - 05/15/2007 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA H.R.A.RESOLUTION NO. 2007-02 RESOLUTION RELATING TO $1,630,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE AND A LEASE-PURCHASE AGREEMENT WHEREAS, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") is authorized by Minnesota Statutes, Sections 469.034 and 469.035 (together, the"Act"), to issue bonds to finance a redevelopment project and the principal of and interest on the bonds may be payable exclusively from its income and revenues of the project financed with the proceeds of the Bonds; and WHEREAS, the Act and Minnesota Statutes, Section 465.71 further authorize 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 "Project") consisting of the construction of improvements to the Eden Prairie Community Center including the construction and acquisition of a third sheet of ice located on land in the City of Eden Prairie, Minnesota(the "City") as an authorized project under the Act, and has proposed to finance the cost thereof, and to pay certain costs of the issuance of the Bonds, by the issuance of its revenue bonds denominated Public Facility Lease Revenue Bonds, Series 2007A(the "Bonds"), and proposes to lease the Project to the City pursuant to and in accordance with a Lease-Purchase Agreement, dated as of June 1, 2007, between the Authority and the City(the"Lease"); and WHEREAS, the Bonds will be issued pursuant to a Trust Indenture dated as of June 1, 2007 (the"Indenture"), between the Authority and Wells Fargo Bank,National Association, as trustee(the"Trustee"); and WHEREAS, the Bonds will be secured by a pledge and assignment of the Lease 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 finance 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 -1- WHEREAS, forms of the Lease, the Indenture and the Preliminary Official Statement dated May_, 2007 (together with the Addendum thereto 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 Executive Director; and WHEREAS,the Authority's financial consultant, Northland Securities, Inc., as an independent financial advisor pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), has solicited bids for the Bonds on behalf of the Authority, and, pursuant to the Official Statement, a bid for the purchase of the Bonds has been received, opened, read and considered, and the purchase price, interest rates, net interest cost and true interest cost under the terms of such bid are found to be as set forth in Exhibit A attached hereto. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority, as follows: Section 1. This Board acknowledges, finds, determines and declares that it is in the best interests of the Authority to undertake the Project and to issue the Bonds. Section 2. For the purpose of paying certain of the costs of the Project, there is hereby authorized the issuance of Public Facility Lease Revenue Bonds, Series 2007A of the Authority in the approximate principal amount of$1,630,000, subject to adjustment according to the Notice of Sale. The Bonds shall be issued in fully registered form, shall be in such denominations, shall be payable on the dates and in the principal amounts and shall be payable from the sources and in the manner provided in the Indenture. The Bonds shall bear interest at the rates set forth in Section 6. This Board hereby authorizes and directs the Chair to execute and the Executive Director to attest, on behalf of the Authority, the Indenture in the name and on behalf of the Authority and to deliver to the Trustee the Indenture, and does hereby authorize and direct the execution of the Bonds in accordance with the provisions of the Indenture. All of the provisions of the Indenture,when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein. The Indenture shall be substantially in the form on file in the office of the Executive Director with such necessary and appropriate variations, omissions and insertions as the Chair shall determine to be necessary or appropriate, and the execution thereof by the Chair shall be conclusive evidence of such determination. Section 3. The Chair and the Executive Director are hereby authorized and directed to execute and deliver the Lease in the name and on behalf of the Authority. All of the provisions of the Lease, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein. The Lease shall be substantially in the form on file in the office of the Executive Director, with such necessary and appropriate variations, omissions and insertions as the Chair shall determine to be necessary or appropriate, and the execution thereof by the Chair shall be conclusive evidence of such determination. Section 4. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Bonds or the Lease shall be deemed to be a covenant, stipulation, -2- obligation or agreement of any member of this Board or any officer, agent or employee of the Authority in that person's individual capacity, and neither this Board nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 5. The officers of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Indenture and the Lease for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Lease, the Indenture 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. Section 6. It is hereby found and determined that the most favorable bid received for the purchase of the Bonds is that submitted by , in 7 (the "Purchaser"), to purchase the Bonds at a price of$ , plus accrued interest to the date of closing, the Bonds maturing on January I in the following years to mature in the principal amounts and to bear interest at the designated rates set forth below opposite such years, respectively: Principal Interest Principal Interest Maturity Amounts Rate Maturity Amounts Rate 2009 % 2019 % 2010 2020 2011 2021 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 Said offer is hereby accepted and the Chair and the Executive Director are hereby authorized and directed to execute a contract on the part of the Authority for the sale of the Bonds to the Purchaser. Section 7. The Preliminary Official Statement prepared and distributed on behalf of the Authority by Northland Securities, Inc., dated as of , 2007, is hereby approved. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement and to deliver to the Purchaser within seven business days after the date of adoption of this resolution copies of the Official Statement in accordance with the Notice of Sale, supplemented so as to contain the terms of the Bonds as set forth in this resolution and the reoffering and other information provided by the Purchaser for inclusion in the Official Statement. Section 8. 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 -3- records, make such determinations, file such reports and documents and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, 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. Section 9. Because the City is the only"obligated person"in respect of the Bonds within the meaning of Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934(17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule") for purposes of identifying the entities in respect of which continuing disclosure must be made, and the City, in its authorizing resolution, has covenanted to comply with the Rule, the Authority will undertake no responsibility for continuing disclosure with respect to the Bonds. Section 10. 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 2007, the Bonds are hereby designated by the Authority as "qualified tax-exempt obligations" for the purposes of Section 265(b) of the Code. Section 11. The officers of the Authority are 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 of the Authority relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and the marketability of the Bonds as such facts appear from the officer's books and records or are otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the correctness of all statements contained therein. Section 12. This resolution shall be in full force and effect from and after its passage. Adopted by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, this 15 th day of May, YOT AA Attest: PIWI Young, ChajiYrsoiT- ites . Sco eal.!tx`ec&_KMirLfor -4-