HomeMy WebLinkAboutEDA April 20, 2004
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CITY OF
NDOVE
1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100
FAX (763) 755-8923. WWW.CI.ANDOVER.MN.US
CITY OF ANDOVER
ECONOMIC DEVELOPMENT AUTHORITY
MEETING
April 20, 2004 -7:00 p.m. (During City Council Recess)
CITY COUNCIL CHAMBERS
AGENDA
1. Call to Order
2. Approve Resolution Approving Redevelopment Project Area and Plan/Community
Center Project - Finance
3.
Approve Revenue Bond Resolution Authorizing Issuance of the Bonds/Community
Center Project - Finance
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4.
Other Business
5. Adjourn
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CITY OF
NDOVE
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO:
Economic Development Authority (EDA) President and Cornmissioners
John Erar, EDA Executive Dire~to~
Jim Dickinson, EDA Treasure~
Approve Resolution Approving Redevelopment Project Area and PlanlComrnunity
Center Project
CC:
FROM:
SUBJECT:
DATE:
April 20, 2004
INTRODUCTION
As the Andover Community Center Project proceeded to an ultimate decision by the City Council, a
requirement for the financing plan by the EDA was the creation of a Redevelopment Project Area and
Plan for the Community Center Project. That process was initiated on March 16, 2004 with the calling of
a public hearing (attached hearing notice) on the plan on April 20, 2004.
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DISCUSSION
The first step in the financing of the Community Center Project was the initiation of the review process of
a Redevelopment Plan (attached) that was reviewed by the Planning Commission, EDA and City Council.
This evening the EDA is request to formally approve the attached Redevelopment Project Area and Plan
for the Community Center Project. The Redevelopment Plan is ajoint work product of Briggs & Morgan
(EDA bond counsel) and City Staff.
BUDGET IMPACT
The issuance of lease revenue bonds will be used to finance the proposed Andover Community Center
Project of approximately $18,400,000.
ACTION REQUIRED
The EDA is requested to approve the attached resolution, "Resolution Approving Redevelopment Project
Area and Plan".
~blic Hearing Notification
'-Kedevelopment Project Area and Plan for the Community Center Project
'-Resolution Approving Redevelopment Project Area and Plan
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NOTICE OF PUBLIC HEARING
CITY OF ANDOVER
ANOKACOUNTY
STATE OF MINNESOTA
NOTICE IS HEREBY GIVEN that the City Council (the "Council") of the City
of Andover, Minnesota, will hold a public hearing on April 20, 2004, at a meeting of the
Council beginning at approximately 7:00 p.m., at City Hall, located at 1685 Crosstown
Blvd. NW, in the City of Andover, Minnesota, relating to the proposal of the Economic
Development Authority of the City of Andover, Minnesota, to establish a Redevelopment
Project Area in connection with construction of a new community center to be located at
15200 Hanson Blvd. NW in the City of Andover and adopt the Redevelopment Plan for
the Redevelopment Project Area; all pursuant to and in conformity with applicable law,
including Minnesota Statutes, Sections 469.001 through 469.047 and 469.090 through
469.1082. A copy of the relative documentation proposed to be considered at the hearing
will be on file and available for public inspection at the office of the City Clerk at the
Andover City Hall at least 10 days prior to the public hearing.
The maximum aggregate estimated amount oflease revenue obligations to be
issued by the Economic Development Authority to finance the community center is
$21,500,000. The community center will be owned by the Economic Development
Authority and will be operated by the City and a portion of the facility will be leased to
and operated by the Young Men's Christian Association of Metropolitan Minneapolis.
All interested persons may appear at the April 20, 2004, public hearing and
present their views orally or in writing.
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REDEVELOPMENT PLAN
FOR
ANDOVER COMMUNITY CENTER PROJECT
DATED APRIL 20, 2004
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF ANDOVER, MINNESOTA
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TABLE OF CONTENTS
Page
I. INTRODUCTION AND LEGAL BASIS ......................................................................... I
A. Intent .................. ...................... .......... ............... .................. ........... ...... ............ ...... I
B. Statement ..................... ......................... .............. ..................... .................... .......... I
C. Redevelopment Area Boundaries .......................................................................... I
D. Statement of Authority .......................................................................................... I
E. Findings and Declaration....................................................................................... 2
II. REDEVELOPMENT PROGRAM .................................................................................... 2
A. Redevelopment Plan Objectives ............................................................................ 2
B. Land Use.... .................................. ........... ....... ................... ......... ................ ............ 3
C. Redevelopment Activities............ ................ .... ............ ............................. ....... ...... 3
D. Financing Plan ....................................................................................................... 3
E. Development Standards ......................................................................................... 4
F. Environment Controls............... ............. ........ ...... ............. ........ ............. .... ............ 4
G. Administration of Project ......................................................................................4
H. Modification of Plan .............................................................................................. 4
Exhibit A - Redevelopment Area Boundary Map
Exhibit B - Budget
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I. INTRODUCTION AND LEGAL BASIS
A.
Intent
The Economic Development Authority ofthe City of Andover, Minnesota (the
"EDA"), proposes to establish a Redevelopment Project Area as described herein
(the "Redevelopment Project Area"), in connection with the acquisition and
betterment of a new community center (the "Community Center"). The City of
Andover, Minnesota (the "City") will lease the building from the EDA with an
option to purchase pursuant to a lease with option to purchase agreement. A
portion of the Community Center will be leased by the City to the Young Men's
Christian Association of Metropolitan Minneapolis (the "YMCA") pursuant to a
sublease (the "Sublease"). Revenue bonds in the principal amount not to exceed
approximately $19,640,000 are proposed to be sold by the EDA to finance the
redevelopment project costs. The revenue bonds will be secured by the payments
to be made by the City under the lease with option to purchase agreement and
payments to be made by the YMCA under the Sublease.
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In the remainder of the Redevelopment Area the EDA proposes to promote as
appropriate, private and public development by promoting the construction of
needed public infrastructure improvements. It is contemplated that additional
commercial development will occur in the Redevelopment Project Area as a result
of the construction ofthe community center. The City proposes to use tax
abatement to assist with public infrastructure improvements.
B.
Statement
The City and EDA have determined that conditions exist within the
Redevelopment Area which have prevented further development ofland by
private enterprise. It has been found that the Redevelopment Area is potentially
more useful and valuable for contributing to the public health, safety and welfare
than has been realized under existing development.
The development of these parcels are not attainable in the foreseeable future
without the intervention of the EDA in the development process. The EDA has
prepared the Redevelopment Plan, which provides for the elimination of these
conditions, thereby making the land useful and valuable for contributing to the
public health, safety and welfare.
C. Redevelopment Area Boundaries
The boundaries of the Redevelopment Area are outlined on the Redevelopment
Area Boundary Map, Exhibit A.
All land included in the Project Area is within the legal boundaries of the City.
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D.
Statement of Authority
Minnesota Statutes Section 469.001-469.047 (Housing and Redevelopment
Authority Act) grants municipalities the authority to designate redevelopment
areas within the boundaries of the municipalities. Within these areas, the
municipality may adopt a redevelopment plan and establish a project consistent
with the municipality's public purpose. The project as contemplated by this plan
consists of a redevelopment project as defined in Section 469.001, Subdivision
14. The lease with option to purchase agreement is authorized under Minnesota
Statutes, Section 465.71.
E. Findings and Declaration
The City and the EDA make the following findings:
1. The certain parcels of land in the project area would not be made available
for redevelopment without some public fmancial aid.
2. The redevelopment plans for the Redevelopment Area in the City will
afford maximum opportunity consistent with the needs of the locality as a
whole, for the redevelopment of the area by private enterprise.
3.
The Redevelopment Plan conforms to the general plan for development of
the locality as a whole.
II. REDEVELOPMENT PROGRAM
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A. Redevelopment Plan Objectives
The EDA, through implementation ofthis plan, seeks to achieve the following
objectives:
1. To provide a cost effective and efficient Community Center for the City to
provide adequate City services to the region.
2. To promote and seek the orderly and hannonious development of the
Redevelopment Area.
3. To provide logical and organized land use for the entire Redevelopment
Area consistent with the Comprehensive Land Use Plan and the zoning
ordinances of the City.
4. To promote the prompt development of property in the Redevelopment
Area with a minimal adverse impact on the environment.
5.
To provide general design guidance in conjunction with a suitable
development contract in order to enhance the physical environment of the
Redevelopment Area.
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6.
To provide adequate utilities and other public improvements and facilities,
to enhance the Redevelopment Area and the City for new and existing
development.
7. To assist the financial feasibility of private projects to the extent necessary
and where there is a corresponding level of public benefit.
8. To enhance the overall economy of the City and surrounding area by
retaining current, and providing additional employment opportunities for
the residents of the City and surrounding community.
9. To increase the City's tax base by providing critical public infrastructure
improvements for the City.
10. To stimulate development and investment within the Redevelopment Area
by private interests.
B. Land Use
The proposed land use for the Redevelopment Area is city owned and operated
facilities and commercial land uses. Publically and privately owned and operated
facilities necessary for the public health, safety and welfare are permitted uses in
the Redevelopment Area.
C.
Redevelopment Activities
1. Acquisition
The City presently owns property in the Redevelopment Area on which the
Community Center will be located.
2. Relocation
It is not expected that any persons will be displaced as a result of this
Redevelopment Plan.
3. Community Center and Other Public Improvements.
The EDA proposes to cause the Community Center to be constructed and, as
appropriate, other public improvements within the Redevelopment Area.
The Community Center will be leased to the City under a lease with option to
purchase agreement and a portion will be subleased to the YMCA.
D. Financing Plan
1.
Project Budget
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Attached hereto as Exhibit B is a budget which details estimated development
costs associated with the acquisition and betterment of the Community Center.
The items of cost and the costs thereof shown in the budget are estimated to be
necessary based upon information now available. It is anticipated that the items
of cost and the costs thereof shown in each category in the budget may decrease
or increase, but that the total project cost will not exceed the amount shown
above.
2. Source of Funds and Security
The City is entering into the lease with option to purchase agreement with the
EDA pursuant to Minnesota Statutes, Section 465.71. The lease with option to
purchase agreement is payable from general sources including taxes, and its
payment is not limited to a specific fund or specific source of revenues. Sources
of funds for any other public improvements include rates and charges,
assessments and other available funds of the EDA or City.
3. Bond Issue Details
The EDA will issue approximately $19,640,000 in public facility revenue bonds
to finance the acquisition and betterment of the Community Center. No bonding
has currently been structured to finance costs of any other public improvements.
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E.
Development Standards
The EDA will consider among other things, the following factors when evaluating
development proposals for projects within the Redevelopment Area seeking
public assistance and support:
1. Degree to which redevelopment objectives are provided for or enhanced.
2. Consistency with this plan and the Andover Comprehensive Plan.
F. Environment Controls
It is presently anticipated that the proposed development in the Redevelopment
Area will not present major environmental problems. All municipal actions and
public improvements will be carried out in a manner that will comply with
applicable environmental standards. The environmental controls to be applied
within the area are contained within the codes and ordinances ofthe City.
G. Administration of Project
The Andover City Council has authorized the Economic Development Authority
of the City to be responsible for seeing that the contents of this Plan are promoted,
implemented and enforced.
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H.
Modification of Plan
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The Redevelopment Plan may be modified at any time. The modification must be
adopted by the EDA and the City, upon notice and after the public hearing
required for the original adoption of the Redevelopment Plan.
Changes that do not alter or affect the exterior boundaries and do not substantially
alter or affect the general land use established in the plan, shall not constitute a
modification of the Redevelopment Plan, nor require approval by the City.
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Andover Economic Development Authority
Redevelopment Project Area
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Project Location Map
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EXHIBIT B
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Budget
Estimated Construction and related expenses
Debt Service Reserve
Capitalized Interest
Costs ofIssuance
Discount Factor
Total Issue (Rounded)
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B-1
$18,400,000
723,600
240,435
240,435
275.965
$ 19.640.000
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ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ANDOVER, MINNESOTA
I
Member
introduced the following resolution and moved its adoption:
RESOLUTION APPROVING REDEVELOPMENT PROJECT AREA AND PLAN
BE IT RESOLVED by the Board of Commissioners (the "Board") of the Economic
Development Authority of the City of Andover, Minnesota (the "Authority"), as follows:
Section 1.
Recitals.
1.01 It has been proposed that the Authority establish a Redevelopment Project Area as
described herein (the "Redevelopment Project Area"), in connection with construction of a new
community center and adopt the Redevelopment Plan for the Redevelopment Project Area (the
"Plan"); all pursuant to and in conformity with applicable law, including Minnesota Statutes,
Sections 469.001 through 469.047 and 469.090 through 469.1082; all as reflected in that certain
document entitled in part "Redevelopment Plan for Community Center Project" dated April 20,
2004, and presented for the Board's consideration.
1.02 The Board has investigated the facts relating to the Plan and has caused the Plan
to be prepared.
1.03 The Authority has performed all actions required by law to be performed prior to
/ " the adoption and approval of the Plan. The Authority has also requested that the Andover City
'- J Council hold a public hearing on the Plan and that the Andover Planning Commission provide
written comment on the Plan.
Section 2.
Findings for the Adoption and Approval ofthe Plan.
2.01 The Board hereby finds that Plan conforms to the general plan for the
development or redevelopment of the City as a whole; and that the Plan will afford maximum
opportunity consistent with the sound needs of the City as a whole, for the development of the
Redevelopment Project Area and adjacent areas by private enterprise.
2.02 The Board further finds that the Plan is intended and, in the judgment of the
Board, its effect will be, to promote the public purposes and accomplish the objectives specified
in the Redevelopment Plan for the Redevelopment Project Area.
Section 3. Approval and Adoption of the Plan. The Plan, as presented to the
Authority on this date, is hereby approved, established, and adopted.
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Adopted by the Board on April 20, 2004.
President
Secretary
The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
Whereupon the resolution was declared passed and adopted.
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'\ STATE OF MINNESOTA
, ~ COUNTY OF ANOKA
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ANDOVER. MINNESOTA
I, the undersigned, being the duly qualified and acting Secretary of the Economic
Development Authority of the City of Andover, Minnesota, DO HEREBY CERTIFY that I have
compared the attached and foregoing extract of minutes with the original thereof on file in my
office, and that the same is a full, true and complete transcript of the minutes of a meeting of the
Board of Commissioners, duly called and held on the date therein indicated, insofar as such
minutes relate to the Approval of the Authority's Redevelopment Project Area and Plan.
WITNESS My hand officially on April 20, 2004.
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Secretary
Economic Development Authority
of the City of Andover, Minnesota
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1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100
FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US
TO:
Economic Developrnent Authority (EDA) President and Commissioners
John Enu, EDA _uti.. D~
Jim Dickinson, EDA Treasur~
Approve Revenue Bond Resolution Authorizing Issuance of the Bonds/Community
Center Project
CC:
FROM:
SUBJECT:
DATE:
April 20, 2004
INTRODUCTION
Now that City Council has given the go ahead on the Andover Community Center Project, the EDA is
called upon to provide lease revenue financing for the project. Representatives from Ehlers & Associates,
the City's Financial Advisor, and RBC Dain Rauscher Inc., bond underwriters, will be in attendance to
present the results of the EDA's sale of the following bond issue authorized at the March 16,2004 City
Council Meeting:
$19,640,000 Public Facility Lease Revenue Bonds, Series 2004
~) The sale opening will be at 9:00 am on April 20th with consideration of the award of bid to be forwarded
to the EDA at approximately 7:00 pm that evening.
DISCUSSION
The attached resolution approving the sale is provided by Briggs & Morgan (EDA bond counsel).
BUDGET IMPACT
The issuance of lease revenue bonds will be used to finance the Andover Community Center Project of
approximately $18,400,000.
ACTION REQUIRED
The EDA is requested to approve the attached resolution, "Resolution Authorizing the Issuance of
$19,640,000 Public Facility Lease Revenue Bonds, Series 2004 (City of Andover Community Center)
and the Execution and Delivery of a Lease Agreernent, Ground Lease Agreement and a Mortgage and
Security Agreement and Indenture Trust in Connection Therewith".
ment !y:s6iution Authorizing the Issuance of $19,640,000 Public Facility Lease Revenue
/"Bonds, Series 2004 (City of Andover Community Center) and the Execution and
Delivery of a Lease Agreement, Ground Lease Agreement and a Mortgage and Security
Agreement and Indenture Trust in Connection Therewith
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EXTRACT OF MINUTES OF A MEETING OF THE
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF ANDOVER, MINNESOTA
HELD: April 20, 2004
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, April 20, 2004 at
P.M.
The following members were present:
and the following were absent:
Member
introduced the following resolution and moved its adoption:
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RESOLUTION AUTHORIZING THE ISSUANCE OF $19,640,000
PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2004 (CITY
OF ANDOVER COMMUNITY CENTER) AND THE EXECUTION AND
DELIVERY OF A LEASE AGREEMENT, GROUND LEASE
AGREEMENT AND A MORTGAGE AND SECURITY AGREEMENT
AND INDENTURE OF TRUST 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;
WHEREAS, the Authority proposes to [mance the acquisition and betterment of a
community center in the City (the "Project"), an authorized project under the Act to be used by
the City of Andover, Minnesota (the "City") and to provide funds for such purposes by the
issuance of its revenue bonds pursuant to the Indenture, as hereinafter defined;
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WHEREAS, the bonds issued under the Indenture will be secured by a pledge and
assignment of certain rights of the Authority under the Lease Agreement (as hereinafter defined);
and of the revenues derived by the Authority from the Project and whereby the Authority grants
to the Trustee (as hereinafter defined) a mortgage interest in the Project with certain reservations,
and said bonds and the interest thereon shall be payable solely from the revenue pledged therefor
and the bonds 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 said Project; and
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WHEREAS, in order to carry out the transaction, the Authority will (I) lease the Project
to the City pursuant to the Lease and (2) the City will lease the Project to the Authority pursuant
to a 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. Findings. That the Board of Commissioners acknowledges, fmds, determines and
declares that the Project will promote the welfare of the City and satisfies the purposes stated in
the Act.
2. Authorization of Financing. Pursuant to the Lease Agreement entered into by the
Authority, and dated as of May 1,2004 (the "Lease") and the Ground Lease, the financing by the
Authority of the acquisition, construction and installation of the Project, be and the same is
hereby authorized.
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3. Acceptance of Purchase. RBC Dain Rauscher Inc., Minneapolis, Minnesota (the
"Purchaser"), is purchasing $19,640,000 Public Facility Lease Revenue Bonds, Series 2004 (City
of Andover Community Center) of the Authority (the "Bonds", or individually a "Bond"), in
accordance with the terms and at the rates of interest set forth in the Indenture, and to pay
therefor the sum of $ , plus interest accrued to settlement, is hereby accepted. The
Bonds shall bear interest at the rates, shall be in such denominations, shall be numbered, shall be
dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form and
shall have such other details and provisions as are prescribed by the 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 (the "Indenture" and
together with the Lease, the "Bond Documents").
4. Special Obligations: Security: Authorization to Execute and Deliver Indenture
and Bonds. That 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
between the Authority and the Trustee in substantially the form on file with the Executive
Director, and to deliver the Indenture to the Trustee, and does hereby authorize and direct the
execution of the Bonds, and does hereby provide that the Indenture shall provide the terms and
conditions, covenants, rights, obligations, duties and agreements of the Holders (as defined in the
Indenture and hereinafter referred to as "Holders") 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.
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5. Authorization to Execute and Deliver Lease and Ground Lease. That the
President and the Executive Director are hereby authorized and directed to execute, attest and
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deliver the Lease and the Ground Lease in substantially the form on file with the Executive
Director. All of the provisions of the Bond Documents, 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 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 Liability. That 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.
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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. That 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.
9. Provisions Held Separate and Apart: Binding Contracts. That 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 referred to in the Indenture,
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
'.j handling of said revenues and other monies are all commitments, obligations and agreements on
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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. That 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 ofthis 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
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 of the 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. 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.
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16. 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
, and upon vote being taken thereon the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
Passed: April 20, 2004.
President
Attest:
Executive Director
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STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF ANDOVER
)
) SS.
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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 April 20, 2004, 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 April 20, 2004.
Executive Director
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