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HRA Meeting November December MAXWELL S M T W T F S S M T W T F S CUMMINGS 12 3 4 5 6 7 1 2 3 4 5 GADD 8 9 10 11 12 13 14 6 7 8 9 10 11 12 HALVERSON 15 16 17 18 19 20 21 13 14 15 16 17 18 19 KUZNIA 22 23 24 25 26 27 28 20 21 22 23 24 25 26 MORNSON ELVERUM 29 30 27 28 29 30 31 HOPKINS HRA REGULAR MEETING November 2, 2015 7 p.m. I. CALL TO ORDER II. CONSENT AGENDA 1. Approve minutes of the October 6, 2015, regular meeting 2. Approve minutes of the October 20, 2015, special meeting 3. Approve disbursements through October 31, 2015 4. ITEM HRA 2015-11 Authorize execution of pledge agreement with the City of Hopkins relating to the 2015C GO TIF Refunding Bonds and providing for the redemption of bonds refunded - adopt Resolution No. 506 5. ITEM HRA 2015-12 Authorize execution of pledge agreement with the City of Hopkins relating to the 2015D GO TIF Refunding Bonds and providing for the redemption of bonds refunded - adopt Resolution No. 507 Recommendation: approve consent agenda Board Action: ___________________________________________ III. ADJOURNMENT Board Action: ____________________________________________ UNOFFICIAL MINUTES OF HOPKINS HRA REGULAR MEETING October 6, 2015 A regular meeting of the Hopkins Housing and Redevelopment Authority was held October 6, 2015,at Hopkins City Hall. Present were Chairman Eugene Maxwell, Commissioners Molly Cummings, Jason Gadd, Kristi Halverson and Aaron Kuznia. Also present were Executive Director Mike Mornson, Community Development Coordinator Meg Beekman and City Attorney Scott Landsman. I. CALL TO ORDER The meeting was called to order at 7 p.m. II. CONSENT AGENDA 1. Approve minutes of the September 1, 2015, regular meeting 2. Approve disbursements through September 30, 2015 3. Schedule special HRA meeting for October 20, 2015, to award bid for plumbing and handicap accessible project 4. ITEM 2015-09 Renewal of general liability property insurance and authorization to not waive the statutory tort liability on the League of Minnesota Cities Insurance Trust Policy Mayor Maxwell asked the City Attorney to explain tort liability. Mr. Landsman replied that $1.5 million is the required amount to carry. Commissioner Cummings moved, Commissioner Gadd seconded, to approve the consent agenda. The motion was approved unanimously. III. ADJOURNMENT Commissioner Halverson moved, Commissioner Kuznia seconded, to adjourn the meeting. The motion was approved unanimously. The meeting adjourned at 7:05 p.m. ______________________________________ Eugene J. Maxwell, Chairman _______________________________________ Michael J. Mornson, Executive Director UNOFFICIAL MINUTES OF HOPKINS HRA SPECIAL MEETING October 20, 2015 A special meeting of the Hopkins Housing and Redevelopment Authority was held October 20, 2015,at Hopkins City Hall. Present were Chairman Eugene Maxwell, Commissioners Molly Cummings, Jason Gadd, Kristi Halverson and Aaron Kuznia. Also present were Executive Director Stacy Unowsky, Executive Director Mike Mornson and Assistant Executive Director Kersten Elverum. I. CALL TO ORDER The meeting was called to order at 7:01 p.m. II. NEW BUSINESS 1.Award of bid for plumbing and handicap accessible project for Dow Towers Ms. Unowsky provided an overview of a plumbing and handicap/wheelchair accessibility project at Dow Towers. The project had to be scaled back due to construction bids coming in higher than estimated. Ms. Unowsky proposed removing common area improvements and some of the handicap units, but completing the remodeling of bathrooms and one, fully- accessible unit through use of additional MHFA and HRA reserve funds. Commissioner Kuznia moved, Commissioner Cummings seconded, to adopt Resolution 505, awarding the contract to Frerichs Construction Company for the Plumbing and HDCP Project at Dow Towers. The motion was approved unanimously. III. ADJOURNMENT Commissioner Halverson moved, Commissioner Gadd seconded, to adjourn the meeting. The motion was approved unanimously. The meeting adjourned at 7:06 p.m. __________________________________ . Eugene JMaxwell, Chairman __________________________________ Mike Mornson, Executive Director November 2,2015 HRA Report 2015-011 AUTHORIZE EXECUTION OF PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE 2015C GO TIF REFUNDING BONDS AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED Proposed Action Staff recommends approval of the following motion: Adopt Resolution 506 AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE CITY’S GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015C, AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY Adoption of this motion will result in the HRA Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2008 being called and refunded with the 2015C Tax Increment Refunding Bonds. Overview The HRA and City has the opportunity to refund the 2008 HRA TIF Bonds and realize an estimated present value savings of $1,230,000. The 2008 HRA TIF Bonds were sold to finance one of the three buildings in the Cargill development. The savings from refunding the 2008 HRA bonds will reduce total debt service by an estimated $1.4 million over the next 15 years and as a result additional funds will be available to the city for development. Debt service will be paid from tax increment revenues generated from TIF 2-11. A tax increment pledge agreement was executed when the original bonds were sold. In order for the City to issue the Series 2015C Bonds, the HRA must call the Series 2008 Bonds for redemption and pledge the tax increment revenues previously pledged to the Series 2008 Bonds to the Series 2015C Bonds. Primary Issues Interest savings as a result of refunding the bonds. Staff Recommendation Staff recommends approval of the resolution. Supporting Information Resolution No. 506 ______________________________ Christine M. Harkess, CPA, CGFM Finance Director HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA RESOLUTION NO. 506 RESOLUTION AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE CITY’S GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015C, AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY WHEREAS, in accordance with Minnesota Statutes, Sections 469.001 through 469.047, as amended (the “HRA Act”), the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the “HRA”) established Redevelopment Project No. 2 (the “Project Area”) and approved a Redevelopment Plan (the “Project Plan”) for the Project Area; and WHEREAS, the HRA and the City of Hopkins, Minnesota (the “City”) have established Tax Increment Financing District No. 2-11 (the “TIF District”) within the Project Area in accordance with Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”); and WHEREAS, pursuant to the HRA Act, the TIF Act, Laws of Minnesota 2003, Chapter 127, Article 10, Section 31 (the “Special Law”), and an Indenture of Trust, dated as of April 1, 2008 (the “Indenture”), between the HRA and U.S. Bank National Association, as trustee (the “Trustee”), the HRA issued its Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2008 (the “Series 2008 Bonds”), in the original aggregate principal amount of $5,290,000, to finance a portion of the costs of the acquisition of real property, demolition of certain structures, site remediation, and certain site improvements related to the Phase One Improvements and the Phase Two Improvements (as such terms are defined in the Indenture) within the TIF District; and WHEREAS, the Series 2008 Bonds are currently outstanding in the principal amount of $4,730,000 and are callable at the option of the HRA as of February 1, 2014, or any date thereafter, at a price of par plus accrued interest; and WHEREAS, in order to achieve debt service savings for the HRA and the City, the City has proposed to redeem and prepay the outstanding principal amount of the Series 2008 Bonds through the issuance of its General Obligation Tax Increment Revenue Refunding Bonds, Series 2015C (the “Refunding Bonds”), in the approximate aggregate principal amount of $4,490,000; and WHEREAS, the HRA finds it in the best interest of the City to call the outstanding Series 2008 Bonds for redemption on or about December 10, 2015 (the “Redemption Date”), subject to the terms set forth herein and in the notice of call for redemption attached hereto as EXHIBIT A; and WHEREAS, the HRA has determined to pledge certain tax increment revenues from the TIF District to the City for the payment of the principal of and interest on the Refunding Bonds; and WHEREAS, there has been presented to the Board of Commissioners of the HRA (the “Board”) a Tax Increment Pledge Agreement between the HRA and the City (the “Pledge Agreement”) providing for the pledge of certain tax increments from the TIF District to the payment of the principal of and interest on the Refunding Bonds; 469731v1 JAE HP110-87 NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota, as follows: 1. The Series 2008 Bonds are hereby called for redemption on the Redemption Date; provided, however, that (i) the City Council of the City approves the issuance of the Refunding Bonds and the Refunding Bonds are issued and (ii) sufficient funds are deposited in the Bond Fund established for the Series 2008 Bonds pursuant to the Indenture. 2. The Trustee is hereby authorized and directed to mail a conditional notice of call for redemption of the Series 2008 Bonds in the form attached hereto as EXHIBIT A to the registered owners of the Series 2008 Bonds to be redeemed at the address shown on the registration books kept by the Trustee. 3. The Chair and Executive Director of the HRA, or their designees, are hereby authorized and directed to execute and deliver the Pledge Agreement substantially in the form on file with the Board, providing for the pledge of certain tax increment derived from certain real property in the TIF District for the payment of the principal of, premium, if any, and interest on, the Refunding Bonds. 4. The Chair and Executive Director of the HRA, or their designees, are hereby authorized and directed to execute any and all documents deemed necessary to refund the Series 2008 Bonds and carry out the intentions of this resolution. 5. This resolution shall be effective as of the date hereof. Adopted by the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota nd this 2 day of November, 2015. Eugene J. Maxwell, Chair Attest: Kristi Halverson, Secretary 2 469731v1 JAE HP110-87 EXHIBIT A NOTICE OF CALL FOR REDEMPTION $5,290,000 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA TAX INCREMENT REVENUE BONDS (EXCELSIOR CROSSINGS PROJECT) SERIES 2008 NOTICE IS HEREBY GIVEN that, by order of the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the “HRA”), there have been called for redemption and prepayment on December 10, 2015 all outstanding bonds of the HRA designated as the Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2008 (the “Bonds”), dated April 24, 2008, having stated maturity dates of February 1 in the years 2026 through 2030, both inclusive, totaling $4,730,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2016 $ 170,000 43987P AH4 2017 185,000 43987P AJ0 2018 195,000 43987P AK7 2019 210,000 43987P AL5 2020 225,000 43987P AM3 2021 245,000 43987P AN1 2022 265,000 43987P AP6 2024 590,000 43987P AQ4 2028 1,455,000 43987P AR2 2030 1,190,000 43987P AS0 The Bonds are being called at a price of par plus accrued interest to December 10, 2015, on which The redemption of the Bonds is contingent upon the date all interest on said Bonds will cease to accrue. receipt by U.S. Bank National Association, as trustee (the “Trustee”), of sufficient funds, on or before Noon (Minneapolis time) on the redemption date, for the redemption of all Bonds. If such funds are not received in accordance with the preceding sentence then the redemption will be cancelled. Holders of the Bonds hereby called for redemption are requested to present their Bonds for payment at the main office of the Trustee in the City of Saint Paul, Minnesota, at the following address, on or before December 10, 2015: A-1 469731v1 JAE HP110-87 If by mail: If by hand or overnight: U.S. Bank National Association U.S. Bank National Association r d Corporate Trust Operations, 3 Floor 60 Livingston Avenue P.O. Box 64111 EP-MN-WS3C st St. Paul, MN 55164-0111 Bond Drop Window, 1 Floor St. Paul, MN 55107 Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2009, the Trustee is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the redemption date, unless the Trustee is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. December 2011), will satisfy the requirements of this paragraph. Dated: ________________. BY ORDER OF THE BOARD OF COMMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA By /s/ Mike Mornson Executive Director Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota A-2 469731v1 JAE HP110-87 November 2,2015 HRA Report 2015-012 AUTHORIZE EXECUTION OF PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE 2015D GO TIF REFUNDING BONDS AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED Proposed Action Staff recommends approval of the following motion: Adopt Resolution 507 AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE CITY’S GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015D, AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY Adoption of this motion will result in the HRA Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2007 being called and refunded with the 2015D Tax Increment Refunding Bonds. Overview The HRA and the City of Hopkins has the opportunity to refund the 2007 HRA TIF Bonds and realize an estimated present value savings of $1,800,000. The 2007 HRA TIF Bonds were sold to finance one of the three buildings in the Cargill development. The savings from refunding the 2007 HRA bonds will reduce total debt service by an estimated $2.140 million over the next 15 years and as a result additional funds will be available to the city for development. Debt service will be paid from tax increment revenues generated from TIF 2-11. A tax increment pledge agreement was executed when the original bonds were sold. In order for the City to issue the Series 2015D Bonds, the HRA must call the Series 2007 Bonds for redemption and must pledge the tax increment revenues previously pledged to the Series 2007 Bonds to the Series 2015D Bonds. Primary Issues Interest savings as a result of refunding the bonds. Staff Recommendation Staff recommends approval of the resolution. Supporting Information Resolution No. 507 ______________________________ Christine M. Harkess, CPA, CGFM Finance Director HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA RESOLUTION NO. 507 RESOLUTION AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT WITH THE CITY OF HOPKINS RELATING TO THE CITY’S GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015D, AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY WHEREAS, in accordance with Minnesota Statutes, Sections 469.001 through 469.047, as amended (the “HRA Act”), the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the “HRA”) established Redevelopment Project No. 2 (the “Project Area”) and approved a Redevelopment Plan (the “Project Plan”) for the Project Area; and WHEREAS, the HRA and the City of Hopkins, Minnesota (the “City”) have established Tax Increment Financing District No. 2-11 (the “TIF District”) within the Project Area in accordance with Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”); and WHEREAS, pursuant to the HRA Act, the TIF Act, Laws of Minnesota 2003, Chapter 127, Article 10, Section 31 (the “Special Law”), and an Indenture of Trust, dated as of May 1, 2007 (the “Indenture”), between the HRA and U.S. Bank National Association, as trustee (the “Trustee”), the HRA issued its Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2007 (the “Series 2007 Bonds”), in the original aggregate principal amount of $9,005,000, to finance a portion of the costs of the acquisition of real property, demolition of certain structures, site remediation, and certain site improvements related to the Phase One Improvements and the Phase Two Improvements (as such terms are defined in the Indenture) within the TIF District; and WHEREAS, the Series 2007 Bonds are currently outstanding in the principal amount of $8,115,000 and are callable at the option of the HRA as of February 1, 2014, or any date thereafter, at a price of par plus accrued interest; and WHEREAS, in order to achieve debt service savings for the HRA and the City, the City has proposed to redeem and prepay the outstanding principal amount of the Series 2007 Bonds through the issuance of its General Obligation Tax Increment Revenue Refunding Bonds, Series 2015D (the “Refunding Bonds”), in the approximate aggregate principal amount of $7,550,000; and WHEREAS, the HRA finds it in the best interest of the City to call the outstanding Series 2007 Bonds for redemption on or about January 8, 2016 (the “Redemption Date”), subject to the terms set forth herein and in the notice of call for redemption attached hereto as EXHIBIT A; and WHEREAS, the HRA has determined to pledge certain tax increment revenues from the TIF District to the City for the payment of the principal of and interest on the Refunding Bonds; and WHEREAS, there has been presented to the Board of Commissioners of the HRA (the “Board”) a Tax Increment Pledge Agreement between the HRA and the City (the “Pledge Agreement”) providing for the pledge of certain tax increments from the TIF District to the payment of the principal of and interest on the Refunding Bonds; 470231v1 JAE HP110-87 NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota, as follows: 1. The Series 2007 Bonds are hereby called for redemption on the Redemption Date; provided, however, that (i) the City Council of the City approves the issuance of the Refunding Bonds and the Refunding Bonds are issued and (ii) sufficient funds are deposited in the Bond Fund established for the Series 2007 Bonds pursuant to the Indenture. 2. The Trustee is hereby authorized and directed to mail a conditional notice of call for redemption of the Series 2007 Bonds in the form attached hereto as EXHIBIT A to the registered owners of the Series 2007 Bonds to be redeemed at the address shown on the registration books kept by the Trustee. 3. The Chair and Executive Director of the HRA, or their designees, are hereby authorized and directed to execute and deliver the Pledge Agreement substantially in the form on file with the Board, providing for the pledge of certain tax increment derived from certain real property in the TIF District for the payment of the principal of, premium, if any, and interest on, the Refunding Bonds. 4. The Chair and Executive Director of the HRA, or their designees, are hereby authorized and directed to execute any and all documents deemed necessary to refund the Series 2007 Bonds and carry out the intentions of this resolution. 5. This resolution shall be effective as of the date hereof. Adopted by the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota nd this 2 day of November 2015. Eugene J. Maxwell, Chair Attest: Kristi Halverson, Secretary 2 470231v1 JAE HP110-87 EXHIBIT A NOTICE OF CALL FOR REDEMPTION $9,005,000 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA TAX INCREMENT REVENUE BONDS (EXCELSIOR CROSSINGS PROJECT) SERIES 2007 NOTICE IS HEREBY GIVEN that, by order of the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the “HRA”), there have been called for redemption and prepayment on January 8, 2016 all outstanding bonds of the HRA designated as the Tax Increment Revenue Bonds (Excelsior Crossings Project), Series 2007 (the “Bonds”), dated May 10, 2007, having stated maturity dates of February 1 in the years 2019 through 2030, both inclusive, totaling $8,115,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2019 1,155,000 43987P AB7 2030 6,960,000 43987P AC5 The Bonds are being called at a price of par plus accrued interest to January 8, 2016, on which date The redemption of the Bonds is contingent upon the all interest on said Bonds will cease to accrue. receipt by U.S. Bank National Association, as trustee (the “Trustee”), of sufficient funds, on or before Noon (Minneapolis time) on the redemption date, for the redemption of all Bonds. If such funds are not received in accordance with the preceding sentence then the redemption will be cancelled. Holders of the Bonds hereby called for redemption are requested to present their Bonds for payment at the main office of the Trustee in the City of Saint Paul, Minnesota, at the following address, on or before January 8, 2016: If by mail: If by hand or overnight: U.S. Bank National Association U.S. Bank National Association r d Corporate Trust Operations, 3 Floor 60 Livingston Avenue P.O. Box 64111 EP-MN-WS3C st St. Paul, MN 55164-0111 Bond Drop Window, 1 Floor St. Paul, MN 55107 Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2009, the Trustee is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the redemption date, unless the Trustee is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. December 2011), will satisfy the requirements of this paragraph. A-1 470231v1 JAE HP110-87 Dated: ________________. BY ORDER OF THE BOARD OF COMMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA By /s/ Mike Mornson Executive Director Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota A-2 470231v1 JAE HP110-87