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HomeMy WebLinkAboutResolution No. 97-18 EDAExtract of Minutes of Meeting of the Board of Commissioners of the Lino Lakes Economic Development Authority Anoka County, Minnesota Pursuant to due call and notice thereof a regular meeting of the Board of Commissioners of the Lino Lakes Economic Development Authority, Anoka County, Minnesota, was held at the City Hall in the City on Monday, October 13, 1997, commencing at 6:00 o'clock P.M. The following members of the Board of Commissioners were present: J. Landers, S. Kuether, J. Bergeson, A. Neal and the following were absent: C. Lyden * * * The following written resolution was presented by Commissioner Neal who moved its adoption, the reading of which had been dispensed with by unanimous consent: BMB131417 LN140-60 .-0\ RESOLUTION NO. 9 7 -18 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $3,500,000 LEASE REVENUE BONDS, SERIES 1997 (CITY OF LINO LAKES, MINNESOTA LEASE OBLIGATION) BE IT RESOLVED By the Board of Commissioners of the Lino Lakes Economic Development Authority, Anoka County, Minnesota (the "Authority") as follows: 1. It has been proposed to the Authority that the Authority assist in the financing of the acquisition and construction of a site and facilities to be used by the City of Lino Lakes, Minnesota (the "City"). Under the proposal, the City and the Authority will enter into a Ground Lease Agreement (the "Ground Lease"), whereby the City will lease to the Authority certain land in the City (the "Site"). The Authority will lease to the City the Site and the facilities to be constructed thereon by the City (the "Facilities"), pursuant to a Lease -Purchase Agreement (the "Lease"). Pursuant to a Trust Indenture (the "Indenture") between the Authority and a corporate trustee (the "Trustee"), the Authority will issue $3,500,000 aggregate principal amount of Lease Revenue Bonds, Series 1997 (City of Lino Lakes, Minnesota Lease Obligation) (the "Bonds"), the proceeds of which will be used to finance the acquisition and construction of the Site and the Facilities. The Authority will enter into an Assignment and Security Agreement (the "Assignment") with the Trustee, whereby the Authority will assign to the Trustee, as security for the Bonds, all of the Authority's right, title and interest in and to the Ground Lease, the Lease and the Lease Payments to be made by the City under the Lease (other than certain rights to indemnification and payment of the Authority's expenses). The Bonds will be payable solely from Lease Payments received from the City under the Lease and moneys realized by the Trustee from re-leasing the Site and the Facilities following default or termination of the Lease, and the Authority shall have no liability with respect to the Bonds. 2. To provide financing for the acquisition and construction of the Site and the Facilities, including costs of issuance and the establishment of a Reserve Fund for the Bonds under the Indenture, the Authority will issue and sell the Bonds in the amount of $3,500,000. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal, which are hereby approved: BMB131417 LN140-60 THE AUTHORI-IY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE OM ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL. $3,500,000 LINGO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA LEASE REVENUE BONDS, SERIES 1997 ;CITY OF LINO LAKES, MINNESOTA LEASE OBLIGATION) (BOOK ENTRY ONLY) Proposals for tP. ?. Bonds will be received on Monday, November 10, 1997, until 11:00 A.M., Central Time, at the offices of Springsted Incorporated, 85 Fast Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds wit. be by the Authority Board at 6:00 P.M., Central Time. of the same day. SUBMISSION OF PROPOSALS Proposals may 3e submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposa'ss, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coup: ns, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Propcsal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. Proposals may also be filed electronically via PARITY, in accordance with PARITY Rules of Participation and the Terms of Proposal, within a one-hour period prior to the time of sale established above, but no Proposals will be received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules of Participation, :he Terms of Proposal shall control. The normal fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibility of the bidder. For further information about PARITY, potential bidders may contact PARITY at 500 Main Street, Suite 1010, Fa:: Worth, TX 76102, telephone (817) 885-8900. Neither the Authority nor Springsted Incoiporated assumes any liability if there is a malfunction of PARITY. All bidders are advised the each Proposal shall be deemed to constitute a contract between the bidder and the Authority/ to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated Decernber 1, 1997, as the date of original issue. and will bear interest payable on Fet''uary 1 and August 1 of each year, commencing August 1, 1998. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will nature February 1 in the years and amounts as follows: 2000 $70,000 2001 555,000 2002 $60,000 2003 $70,000 2004 $75,00C 2005 $ 6C,000 2006 $ 70,000 2007 $ 80,000 2008 $ 95,000 2009 $105,000 2010 $120,000 2011 $230,000 2012 $245,000 2013 $260,000 2014 5275,000 2015 5290,000 2016 $305,000 2017 $325,000 2018 5345.000 2019 $365,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund re: emotion date of any term bond. Ail term bonds shall be subject to mandatory • • sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrue: interest to the date of redemption. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to .he public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New "ork, which will act as securities depository of the Bonds. Individual purchases of the Bonds mai be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and inthrest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC: transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The pu -chaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC REGISTRAR The Authority w 1 name the registrar which shall be subject to applicable SEC regulations_ The Authority will pay' for the services of the registrar. OPTIONAL REDEMPTION The Authority ri ay elect on February 1. 2005, and on any day thereafter, to prepay Bonds due on or after February 1, 2006_ Redemption may be in whole or in part and if in part at the option of the Authority and in such manner as the Authority shall determine. If less than all Bonds of a maturity are cal .d for redemption, the Authority will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity ';3 be redeemed and each participant will then select by lot the beneficial ownership inter: sts in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued inti3rest. SECURITY AND PURPOSE The Bonds will be special obligations of the Authority payable solely from lease payments to be received from Vie City of Lino Lakes, Minnesota pursuant to a lease agreement and shall not constitute a debt for which the faith and credit or taxing powers of the Authority will be pledged. The proceeds will be used to finance the construction of a municipal complex to house City Hall, police facilities and a community education center. TYPE OF PROPOSALS Proposals shall be for not less than $3,447,500 and accrued interest on the total principal amount of the li onds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a c:.rtified or cashier's check or a Financial Surety Bond in the amount of $35,000, payable to the i:rder of the Authority. if a check is used; it must accompany each proposal. If a Financial Surety' Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the Authority. Such bond must be submitted to Soringsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwater whose Deposit is guaranteed by such Financial Surety Bond. l.' the Bonds are awarded to an underwriter using a Financial Surety Bond, then 1U, i►9. 37 09:48 FAX 612 223 3002 SPRINGSTED INC. Z004 thatpurchaser i:: required to submit its Deposit to Springsted Incorporated in the form of a certified or cash::r's check or wire transfer as instructed by Springsted incorporated not later than 3:30 P.M., ►:ventral Time, on the next business day following the award. if such Deposit is not received by That time, the Financial Surety Bond may be drawn by the Authority to satisfy the Deposit regr.. cement. The Authority will deposit the check of the purchaser, the amount of which will be de: ucted at settlement and no interest will accrue to the purchaser. In the event the purchaser ff.ls to comply with the accepted proposal, said amount will be retained by the Authority. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the Authority scheduled for award of the Bonds is adjourned, recessed, or continued to ani:ther date without award of the Bonds having been made. Rates shall be in integral multiple;, of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional prop':sals will be accepted. AWARD The Bonds will tie awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The Authority's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The Authority w111 reserve the right to: (1) waive non -substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, end, (iii) reject any proposal which the Authority determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. An'r increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the Authority has requested and received a ratin.;i on the Bonds from a rating agency, the Authority will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the rr enicipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall lot constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will caretitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days ''oliowing the date of their award, the Bonds will be delivered without cost to the purchaser at a Place mutually satisfactory to the Authority and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Milneapolis, Minnesota, and of customary closing papers, including a no -litigation certificate. On the date of settlement payment for the Bonds shall be made in federal. or equivalent, funds which shall be received at the offices of the Authority or its designee not later than 12:00 Nocn, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the Authority, or its agents, the purchaser shall be liable to the Authority for any Toss suffered by the Authority by reason of the purchaser's non-compliance ivith said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2 -12(b)(5), the City of Linc Lakes will undertake, pursuant to a Continuing Disc. sure Certificate, to provide annual reports and notices of certain events. A description of thi , undertaking is set forth in the Official Statement. The purchaser's obligation to purchase th.: Bonds will be conditioned upon its receiving the Continuing Disclosure Certificate at or :mor to delivery of the Bonds. OFFICIAL STATEMENT The Authority has authorized the preparation of an Official Statement containing pertinent information reiat:ve to the Bonds, and said Official Statement will serve as a nearly -final Official Statement withi,i the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective pu •chaser is referred to the Financial Advisor to the Authority: Springsted Incorporated, 65 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information req'..ired by law, shall constitute a "Final Official Statement" of the Authority with respect to the Ponds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the Authority agrees that, no more than s•::ven business days after the date of such award, it shall provide without cost to the senior man iiging underwriter of the syndicate to which the Bonds are awarded 140 copies of the Official Statement and the addendum or addenda described above. The Authority designates the :senior managing underwriter of the syndicate to which the Bonds are awarded as its agent fir purposes of distributing copies of the Final Official Statement to each Participating Widerwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the Authority (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of tie Final Official Statement. Dated October 13, 1997 BY ORDER OF THE AUTHORITY BOARD /s/ Marilyn Anderson Clerk - iv - 3. Springsted Incorporated is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The Board of Commissioners will meet at 6:00 o'clock P.M. on Monday, November 10, 1997, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. The motion for the Commissioner r eson in favor of the motion: adoption of the foregoing resolution was duly seconded by , and upon vote being taken thereon the following members voted J. Bergeson, A. Neal, S. Kuether, J. Landers and the following voted against: whereupon the resolution was declared duly passed and adopted. BMB131417 LN140-60 STATE OF MINNESOTA COUNTY OF ANOKA I, the undersigned, being the duly qualified and acting Executive Director of the Lino Lakes Economic Development Authority, hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the Board of Commissioners of the Authority held on Monday, October 13, 1997, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes, insofar as they relate to the issuance and sale of $3,500,000 Lease Revenue Bonds, Series 1997 (City of Lino Lakes, Minnesota Lease Obligation) of the Authority. WITNESS My hand this day of , 1997. Executive Director BMB131417 14140-60