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EXTRACT OF MINUTES OF A MEETING
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF ANDOVER, MINNESOTA
HELD: December 5, 2006
Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners
of the Economic Development Authority of the City of Andover, Minnesota was dilly called and
held at the City Hall in the City of Andover, Minnesota, on December 5, 2006 at 6:00 P.M.
The following members were present: Don Jacobson, Mike Knight, Ken Orttel, Julie
Trude, Mike Gamache, Joyce Twistol, Bob Nowak
and the following were absent: none
Member Jacobson
adoption:
introduced the following resolution and moved its
RESOLUTION R004-06
RESOLUTION AUTHORIZING THE ISSUANCE OF $6,865,000 PUBLIC FACILITY LEASE
REVENUE REFUNDING BONDS, SERIES 2007 (CITY OF ANDOVER COMMUNITY
CENTER) AND THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO
LEASE AGREEMENT, A FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT TO
MORTGAGE AND AN ESCROW AGREEMENT IN CONNECTION THEREWITH
WHEREAS, Minnesota Statutes, Section 469.012, Subdivision 1, clause 15 (the "Act"),
authorizes the Economic Development Authority of the City of Andover, Minnesota (the
"Authority"), to issue revenue bonds, in anticipation of the collection of revenues ofa project, to
finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement,
betterment or extension of a project; and
WHEREAS, the Authority has previously financed the acquisition and betterment of a
community center (the "Project"), used by the City of Andover, Minnesota (the "City"), which
was an authorized project under the Act, by the issuance of its $19,580,000 original principal
amount of Public Facility Lease Revenue Bonds, Series 2004 (City of Andover Community
Center), dated May 4, 2004 (the "2004 Bonds") pursuant to a Mortgage and Security Agreement
and Indenture of Trust between the Authority and U.S. Bank National Association, St. Paul,
Minnesota, as Trustee (the "Trustee"), dated as of May 1,2004; and
WHEREAS, by means of a crossover refunding, the Authority has previously refunded
$9,755,000 aggregate principal amount of the February 1, 2015 and later maturities of the 2004
Bonds, by the issuance of its $10,000,000 Public Facility Lease Revenue Refunding Bonds,
Series 2006 (City of Andover Community Center), dated December 1,2006 (the "2006 Bonds");
the Authority and the Trustee entered into a Mortgage and Security Agreement and Indenture of
Trust (the "Indenture"), the Authority and the City entered into a Lease Agreement (the "Lease")
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and the Authority and U.S. Bank National Association, in St. Paul, Minnesota (the "Escrow
Agent") entered into an Escrow Agreement, each dated December 1, 2006, with respect to the
issuance of the 2006 Bonds; and
WHEREAS, now the Authority proposes to refund the remaining outstanding portion of
the February 1, 2015 and later maturities, aggregating $6,700,000 in principal amount, of the
2004 Bonds (the "Prior Bonds"), on February 1,2014, by means ofa crossover refunding (the
"Refunding") and to provide funds for the Refunding, the Authority proposes to issue its
$6,865,000 Public Facility Lease Revenue Refunding Bonds, Series 2007 (City of Andover
Community Center) (the "Bonds"); and
WHEREAS, the Authority and the Escrow Agent will enter into an Escrow Agreement,
to be dated January 1, 2007 (the "Escrow Agreement"), pursuant to which an Escrow Account
will be established to pay when due the interest to accrue on the Bonds to and including February
1,2014, and to pay when called for redemption on February 1,2014, $6,700,000 of the principal
amount of the Prior Bonds; and
o
WHEREAS, the Bonds will be issued pursuant to a First Supplemental Indenture and
Amendment to Mortgage between the Authority and the Trustee, to be dated as of January 1,
2007 (the "Supplemental Indenture"), will be secured by a pledge and assignment of certain
rights of the Authority under the Lease and a First Amendment to Lease Agreement, to be
entered into between the Authority and the City, to be dated as of January 1,2007 (the
"Amendment to Lease") and will also be secured by the revenues to be derived by the Authority
from the Project and pursuant to the Indenture and the Supplemental Indenture, the Authority
grants to the Trustee a mortgage interest in the Project with certain reservations; and
WHEREAS, the Bonds 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 they 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 its interest in the
Project; and
WHEREAS, in order to carry out the Refunding, (1) the Authority will continue to lease
the Project to the City pursuant to the Lease and the Amendment to Lease and (2) the City will
continue to lease the Project to the Authority pursuant to the original Ground Lease Agreement,
dated as of May 1,2004 (the "Ground Lease").
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority of the City of Andover, Minnesota:
1. FiIidings. The Board of Commissioners acknowledges, finds, determines and
declares that the Project promotes the welfare of the City and satisfies the purposes stated in the
Act.
o
2. Authorization of Refunding. The refmancing of the Project by the Authority to be
accomplished by the Refunding, be and the same is hereby authorized.
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3. Ratification of Acceptance of Purchase. By Resolution duly adopted on October
3, 2006, the Board authorized the City Administrator to execute a Bond Purchase Agreement,
within the parameters outlined in the resolution, for the sale of the Bonds. The acceptance of the
offer of Northland Securities, Inc., in Minneapolis, Minnesota (the "Purchaser"), to purchase the
Bonds in accordance with the terms and at the rates of interest set forth in the Indenture, and the
execution the Bond Purchase Agreement by the City Administrator, on behalf of the Authority, is
hereby ratified. The Bonds shall bear interest at the rates, be in the denominations, numbered,
dated, mature, be subject to redemption, in such form and have such other details and provisions
as are prescribed by the Indenture and the Supplemental Indenture.
4. Special Obligations: Security: Authorization to Execute and Deliver Supplemental
Indenture and Bonds. The Bonds shall be special obligations of the Authority payable solely
from the revenues derived by the Authority from the Project, in the manner provided in the
Indenture and the Supplemental Indenture. As security for the payment of the principal of,
premium, if any, and interest on the Bonds, pro rata and without preference of anyone Bond
over any other Bonds, the Board of Commissioners hereby authorizes and directs the President
and Executive Director to execute the Supplemental Indenture in substantially the form on file
with the Executive Director, and to deliver the Supplemental Indenture to the Trustee, and does
hereby provide that the Indenture and the Supplemental Indenture shall provide the terms and
conditions, covenants, rights, obligations, duties and agreements of the Holders (as defined in the
Indenture) of the Bonds, the Authority and the Trustee as set forth therein. All of the provisions
of the Indenture and the Supplemental 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 and
shall be in full force and effect from the date of execution and delivery thereof. The President
and the Executive Director are hereby authorized and directed to execute and deliver the Bonds.
5. Authorization to Execute and Deliver Amendment to Lease and Escrow
Agreement. The President and the Executive Director are hereby authorized and directed to
execute, attest and deliver the Amendment to Lease and the Escrow Agreement in substantially
the forms on file with the Executive Director. All of the provisions of the Lease, the
Amendment to Lease and the Escrow Agreement, when executed and delivered as authorized
herein, shall be deemed to be part of this resolution as fully and to the same extent as if
incorporated herein and shall be in full force and effect according to the terms thereof from the
date of execution and delivery thereof.
6. Termination Upon Payment or Discharge. Upon the payment or discharge of the
Bonds in accordance with the terms of the Indenture, the Supplemental Indenture, the Lease, the
Amendment to Lease and the Escrow Agreement (together, the "Bond Documents") shall
terminate and the Authority's interest in the Project and real estate on which the Project is located
shall cease.
7. Binding Obligations: No Personal Liabilitv. All covenants, stipulations,
obligations and agreements of the Authority contained in this resolution and contained in the
Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements
of the Authority to the full extent authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall be binding upon the Authority. Except as
otherwise provided in this resolution, all rights, powers and privileges conferred and duties and
1970116vl
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o liabilities imposed upon the Authority or the Board of Commissioners thereof by the provisions
of this resolution or by the Bond Documents, shall be exercised or performed by the Authority
by such members of the Board of Commissioners, or such officers, board, body or agency
thereof as may be required by law to exercise such powers and to perform such duties.
o
o
No covenant, stipulation, obligation or agreement herein contained or contained in the
Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any
member of the Board of Commissioners, or any officer, agent or employee of the issuer in that
person's individual capacity, and neither the Board of Commissioners of the Authority 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.
8. Sole and Exclusive Benefit. Except as herein otherwise expressly provided,
nothing in this resolution or in the Indenture, as amended by the Supplemental Indenture,
expressed or implied, is intended or shall be construed to confer upon any person or fIrm or
corporation other than the Authority or the Trustee, any right, remedy or claim, legal or
equitable, under and by reason of this resolution or any provision hereof or of the Indenture or
any provisions thereof, this resolution, the Indenture, as amended by the Supplemental Indenture,
and all of their provisions being intended to be and being for the sole and exclusive benefit of the
Authority and the Holders from time to time of the Bonds issued under the provisions of this
resolution and the Indenture, as amended by the Supplemental Indenture.
9. Provisions Held Separate and Apart: Binding Contracts. In case anyone or more
of the provisions of this resolution, the Bond Documents or any of the Bonds issued hereunder
shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect
any other provision of this resolution, the Bond Documents, or the Bonds, but this resolution, the
Bond Documents and the Bonds shall be construed and endorsed as if such illegal or invalid
provision had not been contained therein. The terms and conditions set forth in the Bond
Documents, the pledge of revenues derived from the Project, the creation of the funds provided
for in the Indenture, the provisions relating to the handling of the proceeds derived from the sale
of Bonds pursuant to and under the Indenture and the handling of said revenues and other monies
are all commitments, obligations and agreements on the part of the Authority contained in the
Indenture, and the invalidity of the Bond Documents, shall not affect the commitments,
obligations and agreements on the part of the Authority to create such funds and to handle said
revenues, other monies and proceeds of the Bonds for the purposes, in the manner and according
to the terms and conditions fixed in the Indenture, it being the intention hereof that such
commitments on the part of the Authority are as binding as if contained in this resolution
separate and apart from the Indenture or the Lease.
10. Bond Recital. The Bonds shall contain a recital that they are issued pursuant to
the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the
regularity of the issuance thereof, and that all acts, conditions and things required by the laws of
the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds
and to the execution of the Bond Documents to happen, exist and be performed precedent to and
in the enactment of this resolution, and precedent to the Bonds, the execution of the Bond
Documents have happened, exist and have been performed as so required by law.
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11. Performance. That the officers, attorneys, engineers and other agents or
employees of the Authority are hereby authorized to do all acts and things required of them by or
in connection with this resolution, the Bond Documents, for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Bonds, the Bond
Documents and this resolution.
12. Furnishing of Certificates and Proceedings. The President and the Executive
Director and other officers of the Authority are authorized and directed to prepare and furnish to
the Purchaser certified copies of all proceedings and records of the Authority relating to the
Bonds, and such other affidavits and certificates as may be required to show the facts relating to
the legality of the Bonds as such facts appear from the books and records in the officers' custody
and control or as otherwise known to them; and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute representations of the Authority as
to the truth of all statements contained therein.
13. Negative Covenant as to Use of Proceeds and Project. The Authority hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
o
14. Tax-Exempt Status of the Bonds; Rebate; Elections. The Authority shall comply
with requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States.
15. Designation of Oualified Tax-Exempt Obligations. In order to qualify the Bonds
as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
Authority hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7,1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code, treating "qualified 50l(c)(3) bonds as not being private activity bonds;
o
(c) the Authority hereby designates the Bonds as "qualified tax exempt
obligations" for purposes of Section 265(b )(3) of the Code;
(d) the reasonably anticipated amount of tax exempt obligations (other than
private activity bonds, treating qualified 501 (c)(3) bonds as not being private activity
bonds) which will be issued by the Authority (and all entities treated as one issuer with
the Authority, and all subordinate entities whose obligations are treated as issued by the
Authority) during calendar year 2007 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the Authority during
calendar year 2007 have been designated for purposes of Section 265(b)(3) of the Code.
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The Authority shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this section.
16. Authorized Issuer Representative. The President and Executive Director are each
hereby designated and authorized to act on behalf of the Authority as the Issuer Representative,
as defined in the Indenture.
17. Modifications to Documents. The approval hereby given to the various
documents referred to above includes approval of such additional details therein as may be
necessary and appropriate and such modifications thereof, deletions therefrom and additions
thereto as may be necessary and appropriate and approved by the Authority Attorney and the
Authority officials authorized herein to execute said documents prior to their execution; and said
Authority officials are hereby authorized to approve said changes on behalf of the Authority.
The execution of any instrument by the appropriate officer or officers of the Authority herein
authorized shall be conclusive evidence of the approval of such documents in accordance with
the terms hereof. In the absence of the President or Executive Director any of the documents
authorized by this resolution to be executed by the Acting President or the Acting Executive
Director, respectively.
The motion for the adoption of the foregoing resolution was duly seconded by member
Trude , and upon vote being taken thereon the following voted in favor
thereof: Don Jacobson, Mike Knight, Ken Orttel, Julie Trude, Mike Gamache, Joyce Twistol,
Bob Nowak
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
Passed: December 5, 2006.
~q~~
esident .
'-
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STATE OF MINNESOTA
COUNTYOFANOKA
CITY OF ANDOVER
)
) SS.
)
I, the undersigned, being the duly qualified and acting Executive Director of the
Economic Development Authority of the City of Andover, Minnesota, hereby certify that I have
carefully compared and attached the foregoing extract of minutes of a meeting of the Board of
Commissioners held December 5, 2006, with the original thereof on file and of record in my
office and the same is a full, true and complete transcript therefrom insofar as the same relates to
a resolution authorizing issuance of bonds.
WITNESS my hand on December 5, 2006.
1970116vl
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EXTRACT OF MINUTES OF A MEETING
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF ANDOVER, MINNESOTA
HELD: November 21,2006
Pursuant to due call and notice thereof, a regular or special meeting of the Board of
Commissioners of the Economic Development Authority of the City of Andover, Minnesota was
duly called and held at the City Hall in the City of Andover, Minnesota on, November 21,2006
at 6:00 P.M.
The following members were present: Don Jacobson, Mike Gamache, Mike Knight, Ken
Orttel, Julie Trude, Bob Nowak
and the following were absent: Joyce Twistol
11elllber Jacobson
introduced the following resolution and moved its adoption:
o
RESOLUTION R003-06
RESOLUTION AUTHORIZING THE ISSUANCE OF $10,000,000 PUBLIC FACILITY
LEASE REVENUE REFUNDING BONDS, SERIES 2006 (CITY OF ANDOVER
COMMUNITY CENTER) AND THE EXECUTION AND DELNERY OF A LEASE
AGREEMENT, MORTGAGE AND SECURITY AGREEMENT AND INDENTURE OF
TRUST AND AN ESCROW AGREEMENT IN CONNECTION THEREWITH
WHEREAS, Minnesota Statutes, Section 469.012, Subdivision 1, clause 15 (the "Act"),
authorizes the Economic Development Authority of the City of Andover, Minnesota (the
"Authority"), to issue revenue bonds, in anticipation of the collection of revenues of a project, to
finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement,
betterment or extension of a project; and
WHEREAS, the Authority has previously financed the acquisition and betterment of a
community center (the "Project"), used by the City of Andover, Minnesota (the "City"), which
was an authorized project under the Act, by the issuance of its $19,580,000 original principal
amount of Public Facility Lease Revenue Bonds, Series 2004 (City of Andover Community
Center), dated May 4, 2004 (the "2004 Bonds") pursuant to a Mortgage and Security Agreement
and Indenture of Trust between the Authority and U.S. Bank National Association, St. Paul,
Minnesota, as Trustee (the "Trustee"), dated as of May 1,2004; and
WHEREAS, the Authority proposes to refund a portion of the February 1,2015 and later
maturities, aggregating $9,755,000 in principal amount, of the 2004 Bonds (the "Prior Bonds"),
on February 1, 2014, by means ofa crossover refunding (the "Refunding") and to provide funds
o for the Refunding, the Authority proposes to issue its $10,000,000 Public Facility Lease Revenue
19S04SSv3
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Refunding Bonds, Series 2006 (City of Andover Community Center), to be dated December 1,
2006 (the "Bonds"); and
WHEREAS, the Authority and U.S. Bank National Association, in St. Paul, Minnesota
(the "Escrow Agent"), will enter into an Escrow Agreement, to be dated December 1, 2006 (the
"Escrow Agreement"), pursuant to which an Escrow Account will be established to pay when
due the interest to accrue on the Bonds to and including February 1,2014, and to pay when
called for redemption on February 1,2014, $9,755,000 of the principal amount of the Prior
Bonds; and
WHEREAS, the Bonds will be issued pursuant to a Mortgage and Security Agreement
and Indenture of Trust between the Authority and the Trustee, to be dated as of December 1,
2006 (the "Indenture"), will be secured by a pledge and assignment of certain rights of the
Authority under a Lease Agreement, to be entered into between the Authority and the City, to be
dated as of December 1, 2006 (the "Lease") and will also be secured by the revenues to be
derived by the Authority from the Project and pursuant to the Lease, the Authority grants to the
Trustee a mortgage interest in the Project with certain reservations; and
o
WHEREAS, the Bonds 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 they 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 its interest in the
Project; and
WHEREAS, in order to carry out the Refunding, (1) the Authority will continue to lease
the Project to the City pursuant to the Lease and (2) the City will continue to lease the Project to
the Authority pursuant to the original Ground Lease Agreement, dated as of May 1,2004 (the
"Ground Lease").
NOW, THEREFORE, BE IT RESOLVED by the Board ()fCommissioners of the
Economic Development Authority of the City of Andover, Minnesota:
1. Findings. The Board of Commissioners acknowledges, finds, determines and
declares that the Project promotes the welfare of the City and satisfies the purposes stated in the
Act.
2. Authorization of Refunding. The refinancing of the Project by the Authority to be
accomplished by the Refunding, be and the same is hereby authorized.
o
3. Ratification of Acceptance of Purchase. By Resolution duly adopted on October
3, 2006, the Board authorized the City Administrator to execute a Bond Purchase Agreement,
within the parameters outlined in the resolution, for the sale of the Bonds. The acceptance of the
offer of Northland Securities, Inc., in Minneapolis, Minnesota (the "Purchaser"), to purchase the
Bonds in accordance with the terms and at the rates of interest set forth in the Indenture, and the
execution the Bond Purchase Agreement by the City Administrator, on behalf of the Authority, is
hereby ratified. The Bonds shall bear interest at the rates, be in the denominations, numbered,
1950455v3
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dated, mature, be subject to redemption, in such form and have such other details and provisions
as are prescribed by the Indenture.
4. Special Obligations: Security: Authorization to Execute and Deliver Indenture
and Bonds. The Bonds shall be special obligations of the Authority payable solely from the
.revenues derived by the Authority from the Project, in the manner provided in the Indenture. As
security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata
and without preference of anyone Bond over any other Bonds, the Board of Commissioners
hereby authorizes and directs the President and Executive Director to execute the Indenture in
substantially the form on file with the Executive Director, and to deliver the Indenture to the
Trustee, and does hereby provide that the Indenture shall provide the terms and conditions,
covenants, rights, obligations, duties and agreements of the Holders (as defmed in the Indenture)
of the Bonds, the Authority and the Trustee as set forth therein. 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 and shall be in full force and effect from the
date of execution and delivery thereof. The President and the Executive Director are hereby
authorized and directed to execute and deliver the Bonds.
o
5. Authorization to Execute and Deliver Lease and Escrow Agreement. The
President and the Executive Director are hereby authorized and directed to execute, attest and
deliver the Lease and the Escrow Agreement in substantially the forms on file with the Executive
Director. All of the provisions of the Lease and the Escrow Agreement, when executed and
delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the
same extent as if incorporated herein and shall be in full force and effect according to the terms
thereof from the date of execution and delivery thereof.
6. Termination Upon Payment or Discharge. Upon the payment or discharge of the
Bonds in accordance with the terms of the Indenture, the Lease and the Escrow Agreement
(together, the "Bond Documents") shall terminate and the Authority's interest in the Project and
real estate on which the Project is located shall cease.
7. Binding Obligations: No Personal Liabilitv. All covenants, stipulations,
obligations and agreements of the Authority contained in this resolution and contained in the
Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements
of the Authority to the full extent authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall be binding upon the Authority. Except as
otherwise provided in this resolution, all rights, powers and privileges conferred and duties and
liabilities imposed upon the Authority or the Board of Commissioners thereof by the provisions
of this resolution or by the Bond Documents, shall be exercised or performed by the Authority
by such members of the Board of Commissioners, or such officers, board, body or agency
thereof as may be required by law to exercise such powers and to perform such duties.
o
No covenant, stipulation, obligation or agreement herein contained or contained in the
Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any
member of the Board of Commissioners, or any officer, agent or employee of the issuer in that
person's individual capacity, and neither the Board of Commissioners of the Authority nor any
1950455v3
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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.
8. Sole and Exclusive Benefit. Except as herein otherwise expressly provided,
nothing in this resolution or in the Indenture expressed or implied, is intended or shall be
construed to confer upon any person or fIrm or corporation other than the Authority or the
Trustee, any right, remedy or claim, legal or equitable, under and by reason of this resolution or
any provision hereof or of the Indenture or any provisions thereof, this resolution, the Indenture
and all of their provisions being intended to be and being for the sole and exclusive benefit of the
Authority and the Holders from time to time of the Bonds issued under the provisions of this
resolution and the Indenture.
o
9. Provisions Held Separate and Apart: Binding Contracts. In case anyone or more
of the provisions of this resolution, the Bond Documents or any of the Bonds issued hereunder
shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect
any other provision of this resolution, the Bond Documents, or the Bonds, but this resolution, the
Bond Documents and the Bonds shall be construed and endorsed as if such illegal or invalid
provision had not been contained therein. The terms and conditions set forth in the Bond
Documents, the pledge of revenues derived from the Project, the creation of the funds provided
for in the Indenture, the provisions relating to the handling of the proceeds derived from the sale
of Bonds pursuant to and under the Indenture and the handling of said revenues and other monies
are all commitments, obligations and agreements on the part of the Authority contained in the
Indenture, and the invalidity of the Bond Documents, shall not affect the commitments,
obligations and agreements on the part of the Authority to create such funds and to handle said
revenues, other monies and proceeds of the Bonds for the purposes, in the manner and according
to the terms and conditions fixed in the Indenture, it being the intention hereof that such
commitments on the part of the Authority are as binding as if contained in this resolution
separate and apart from the Indenture or the Lease.
10. Bond Recital. The Bonds shall contain a recital that they are issued pursuant to
the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the
regularity of the issuance thereof, and that all acts, conditions and things required by the laws of
the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds
and to the execution of the Bond Documents to happen, exist and be performed precedent to and
in the enactment of this resolution, and precedent to the Bonds, the execution of the Bond
Documents have happened, exist and have been performed as so required by law.
11. Performance. That the officers, attorneys, engineers and other agents or
employees of the Authority are hereby authorized to do all acts and things required of them by or
in connection with this resolution, the Bond Documents, for the full, punctual and complete
performance of all the terms, covenants and agreements contained in the Bonds, the Bond
Documents and this resolution.
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12. Furnishing of Certificates and Proceedings. The President and the Executive
Director and other officers of the Authority are authorized and directed to prepare and furnish to
the Purchaser certified copies of all proceedings and records of the Authority relating to the
Bonds, and such other affidavits and certificates as may be required to show the facts relating to
1950455v3
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the legality of the Bonds as such facts appear from the books and records in the officers' custody
and control or as otherwise known to them; and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute representations of the Authority as
to the truth of all statements contained therein.
13. Negative Covenant as to Use of Proceeds and Proiect. The Authority hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 ofthe Code.
14. Tax-Exempt Status of the Bonds; Rebate; Elections. The Authority shall comply
with requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States.
15. Designation of Oualified Tax-Exempt Obligations. In order to qualify the Bonds
as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
Authority hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7,1986;
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(b) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code, treating "qualified 501(c)(3) bonds as not being private activity bonds;
(c) the Authority hereby designates the Bonds as "qualified tax exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax exempt obligations (other than
private activity bonds, treating qualified 501 (c)(3) bonds as not being private activity
bonds) which will be issued by the Authority (and all entities treated as one issuer with
the Authority, and all subordinate entities whose obligations are treated as issued by the
Authority) during this calendar year 2006 will not exceed $10,000,000; .
(e) not more than $10,000,000 of obligations issued by the Authority during
this calendar year 2006 have been designated for purposes of Section 265(b )(3) of the
Code.
The Authority shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this Section
16. Authorized Issuer Representative. The President and Executive Director are each
hereby designated and authorized to act on behalf of the Authority as the Issuer Representative,
as defmed in the Indenture.
o 17. Modifications to Documents. The approval hereby given to the various
documents referred to above includes approval of such additional details therein as may be
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necessary and appropriate and such modifications thereof, deletions therefrom and additions
thereto as may be necessary and appropriate and approved by the Authority Attorney and the
Authority officials authorized herein to execute said documents prior to their execution; and said
Authority officials are hereby authorized to approve said changes on behalf of the Authority.
The execution of any instrument by the appropriate officer or officers of the Authority herein
authorized shall be conclusive evidence of the approval of such documents in accordance with
the terms hereof. In the absence of the President or Executive Director any of the documents
authorized by this resolution to be executed by the Acting President or the Acting Executive
Director, respectively.
The motion for the adoption of the foregoing resolution was duly seconded by member
Orttel , and upon vote being taken thereon the following voted in favor
thereof: Don Jacobson, Mike Gamache, Mike Knight, Ken Orttel, Julie Trude, Bob Nowak
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
Passed: November 21,2006.
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STATE OF MINNESOTA
COUNTYOFANOKA
CITY OF ANDOVER
)
) SS.
)
I, the undersigned, being the duly qualified and acting Executive Director of the
Economic Development Authority of the City of Andover, Minnesota, hereby certify that I have
carefully compared and attached the foregoing extract of minutes of a meeting of the Board of.
Commissioners held November 21, 2006, with the original thereof on file and of record in my
office and the same is a full, true and complete transcript therefrom insofar as the same relates to
a Resolution Authorizing Issuance of Bonds.
WITNESS my hand on November 21, 2006.
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o EXTRACT OF MINUTES OF A MEETING OF THE
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ANDOVER, MINNESOTA
HELD: October 3, 2006
Pursuant to due call thereof, a regular or special meeting of the Board of Commissioners
. of the Economic Development Authority of the City of Andover, Minnesota, was duly held at the
City Hall on October 3, 2006, at 6:00 P.M.
The following members were present:
Gamache, Jacobson, Knight, Nowak, Trude and Twistol
and the following were absent:
Orttel
Member Trude introduced the following resolution and moved its adoption:
RESOLUTION R002-06
RESOLUTION APPROVING THE ISSUANCE OF PUBLIC FACILITY LEASE REVENUE
o REFUNDING BONDS (CITY OF ANDOVER COMMUNITY CENTER), SERIES 2006A
A. WHEREAS, the Board of Commissioners of the Economic Development
Authority of the City of Andover, Minnesota (the "Authority"), has been advised by Northland
Securities, Inc., in Minneapolis, Minnesota ("Northland") that a refunding of the Authority's
$19,640,000 Public Facility Lease Revenue Bonds, Series 2004 (City of Andover Community
Center) (the "2004 Bonds") is feasible via a crossover refunding, based on interest rates presently
available by the issuance of Public Facility Lease Revenue Refunding Bonds (the "Bonds"), and
interest rates presently available for permissible investments utilized in the escrow account; and
B. WHEREAS, Northland has indicated a willingness to purchase the Bonds; and
C. WHEREAS, the Authority desires to effectuate the transaction with Northland
whenever market conditions are appropriate.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority of the City of Andover, Minnesota, as follows:
o
1. Authorization. The Board of Commissioners hereby authorizes Mr. Jim
Dickinson, the City Administrator, City of Andover, Minnesota, to execute a Bond Purchase
Agreement which will approve the sale of the Bonds to Northland, provided that the total net
savings accomplished by the refunding is at least $800,000.00 and the net present value savings
as a percentage of the present value of the refunded debt service of the 2004 Bonds is at least
3.0%. Authorization will expire in 120 days.
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2. Meeting. Upon approval of the sale of the Bonds by the City Administrator, the
Board of Commissioners will meet at it's next regularly scheduled Board meeting to adopt the
necessary approving resolutions and related documents to be prepared by Briggs and Morgan,
Professional Association, as Bond Counsel.
3. Official Statement. The Executive Director and other officers or employees of the
Authority are hereby authorized to cooperate with Ehlers and Associates, Inc. and participate in
the preparation of an official statement for the Bonds.
The motion for the adoption of the foregoing resolution was duly seconded by member
Jacobson, and upon vote being taken thereon the following voted in favor thereof:
Gamache, Jacobson, Knight, Nowak, Trude and Twistol
and the following voted against the same:
Orttel (absent)
whereupon the resolution was declared duly passed and adopted.
Passed: October 3, 2006.
/
President
1949147vl
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o EXTRACT OF MINUTES OF A MEETING OF THE
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ANDOVER, MINNESOTA
HELD: October 3,2006
Pursuant to due call thereof, a regular or special meeting of the Board of Commissioners
of the Economic Development Authority of the City of Andover, Minnesota, was duly held at the
City Hall on October 3, 2006, at 6:00 P.M.
The following members were present:
Gamache, Jacobson, Knight, Nowak, Trude and Twistol
and the following were absent:
Orttel
Member Trude introduced the following resolution and moved its adoption:
RESOLUTION R002-06
RESOLUTION APPROVING THE ISSUANCE OF PUBLIC FACILITY LEASE REVENUE
o REFUNDING BONDS (CITY OF ANDOVER COMMUNITY CENTER), SERIES 2006A
A. WHEREAS, the Board of Commissioners of the Economic Development
Authority of the City of Andover, Minnesota (the "Authority"), has been advised by Northland
Securities, Inc., in Minneapolis, Minnesota ("Northland") that a refunding of the Authority's
$19,640,000 Public Facility Lease Revenue Bonds, Series 2004 (City of Andover Community
Center) (the "2004 Bonds") is feasible via a crossover refunding, based on interest rates presently
available by the issuance of Public Facility Lease Revenue Refunding Bonds (the "Bonds"), and
interest rates presently available for permissible investments utilized in the escrow account; and
B. WHEREAS, Northland has indicated a willingness to purchase the Bonds; and
C. WHEREAS, the Authority desires to effectuate the transaction with Northland
whenever market conditions are appropriate.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority of the City of Andover, Minnesota, as follows:
o
1. Authorization. The Board of Commissioners hereby authorizes Mr. Jim
Dickinson, the City Administrator, City of Andover, Minnesota, to execute a Bond Purchase
Agreement which will approve the sale of the Bonds to Northland, provided that the total net
savings accomplished by the refunding is at least $800,000.00 and the net present value savings
as a percentage of the present value of the refunded debt service of the 2004 Bonds is at least
3.0%. Authorization will expire in 120 days.
1949147vl
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2. Meeting. Upon approval of the sale of the Bonds by the City Administrator, the
Board of Commissioners will meet at it's next regularly scheduled Board meeting to adopt the
necessary approving resolutions and related documents to be prepared by Briggs and Morgan,
Professional Association, as Bond Counsel.
3. Official Statement. The Executive Director and other officers or employees of the
Authority are hereby authorized to cooperate with Ehlers and Associates, Inc. and participate in
the preparation of an official statement for the Bonds.
The motion for the adoption of the foregoing resolution was duly seconded by member
Jacobson, and upon vote being taken thereon the following voted in favor thereof:
Gamache, Jacobson, Knight, Nowak, Trude and Twistol
and the following voted against the same:
Orttel (absent)
whereupon the resolution was declared duly passed and adopted.
Passed: October 3, 2006.
~A?d~
,Ptesident
'--
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CITY OF ANDOVER
COUNTY OF ANOKA
STATE OF MINNESOTA
RES. NO. 001-06
RESOLUTION DEDICATING ANDOVER ECONOMIC DEVELOPMENT AUTHORITY
OWNED PROPERTY FOR PROJECT PURPOSES
WHEREAS, the Economic Development Authority of the City of Andover is the
official governing body of the Andover Station North development; and
WHEREAS, the plans and specifications for the reconstruction of County State
Aid Highway No. 78 (Hanson Boulevard) between 121st Avenue NW in Coon Rapids
and 139th Avenue NW in Andover and County State Aid Highway No. 116 (Bunker Lake
Blvd.) between Jay Street NW and Wintergreen Street NW, are designated as Anoka
County Project No. S.P. 02-678-16, City Project No. 04-23; and,
WHEREAS, the plans and specifications for the Project require the use of various
lands for the project; and,
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WHEREAS, the Andover Economic Development Authority is the owner of said
properties, described in Exhibit "A" (*) attached hereto, which parcels are required for
the Project improvements:
NOW, THEREFORE, BE IT RESOLVED BYTHE ANDOVER ECONOMIC
DEVELOPMENT AUTHORITY:
1. That said properties are hereby dedicated to be used for the purposes of
the Project as set forth in the plans and specifications.
Adopted by the Economic Development Authority of the City of Andover this 18th day
of April, 2006.
CITY OF ANDOVER
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