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Home My WebLink About2007-12-04 AGENDA Nantucket Land Bank Commission Regular Meeting of December 4, 2007 Land Bank Meeting Room, 22 Broad Street Nantucket, Massachusetts CALL TO ORDER A. CITIZEN BUSINESS/ANNOUNCEMENTS B. FINANCIAL BUSINESS I. 2007 Series A Bonds - Authorization & Resolution C. PERSONNEL MANAGEMENT I. Personnel Regulations 2. Office Administration - Salary Discussions EXECUTIVE SESSION ADJOURNMENT d ..;;,j c:::J C"':l --' N 23 ....... ,0 :::a rll ;:J rl'1 0\ ~ I,;::) MINUTES Nantucket Land Bank Commission Special Meeting of December 4, 2007 Land Bank Meeting Room, 22 Broad Street Nantucket, Massachusetts CALL TO ORDER: 4:00 P.M. PRESENT: Bartlett, Gardner, Johnson, Reinhard, Stackpole. A. CITIZEN BUSINESS/ANNOUNCEMENTS: None. B. FINANCIAL BUSINESS: 1. 2007 Series A Bonds - Authorization and Resolution: Mr. Savetsky informed the Commission that seven bids had been received from underwriters for the purchase of the Land Bank's 2007 Series A Bonds and that the bonds have been awarded to Citigroup Global Markets Inc. as the bidder that submitted the lowest true interest cost (TIC) bid of 4.004375. Mr. Savetsky also reported that Moody's Investors Service has assigned a Aa3 rating to the bonds. a. Resolution: Upon a motion made and duly seconded, the Commission VOTED in a roll call vote, five in favor, none opposed, to adopt the following Resolution (1) authorizing and directing the issuance, sale and delivery of2007 Series A Bonds (full faith and credit issue) and (2) authorizing the execution and delivery of a trust agreement relating to such 2007 Series A Bonds and other action: WHEREAS, the Nantucket Islands Land Bank (the "Land Bank") a body politic and corporate and a public instrumentality established under Chapter 669 of the Massachusetts Acts of 1983, as amended (the "Act"), is authorized and empowered under the Act to issue its bonds and notes for the purpose of acquiring, holding and managing land and interests in land or to purchase, refund or renew bonds or notes previously issued, and to enter into any agreements necessary to effectuate and to secure any bonds or notes issued by it; and WHEREAS, agreements entered into by the Land Bank to secure its bonds or notes may pledge or assign, in whole or in part, the revenues and other money held or to be received by the Land Bank and may provide, among other things, for the establishment of special funds and reserves; NOW, THEREFORE, BE IT RESOLVED by the Nantucket Islands Land Bank Commission that: SECTION 1. Pursuant to the Act, the Commission hereby authorizes the issuance of$15,095,000 2007 Series A Bonds (Full Faith and Credit Issue) (the "Bonds"), upon such terms and conditions as are set forth below and as are further contained in the Trust Agreement, dated as of December 1,2007 (the "2007 Trust Agreement") among the Land Bank, the Town of Nantucket and the U.S. Bank National Association, as Trustee. SECTION 2. Pursuant to the Act, the Land Bank shall issue, sell and deliver the Bonds for the purpose of financing the payment of two outstanding notes of the Land Bank, the acquisition of certain parcels of land by the Land Bank, the funding of a debt service reserve fund and the payment of the costs of issuance of the 2007 Series A Bonds. The Bonds shall be executed by the Chairman or the Vice Chairman of the Commission, shall be dated December 1, 2007, and shall otherwise have the terms and be substantially in the forms set forth in the 2007 Trust Agreement, with such variations, omissions or insertions as are permitted or required hereby or thereby; provided that the maturities, mandatory redemption amounts (if any), interests rates, redemption prices and terms of the Bonds shall be as set forth in the Official Statement dated December 4, 2007 relating to the Bonds and as shown in Exhibit A to this resolution. ~ Nantucket Land Bank ColllIllission December 4, 2007 Page 4 SECTION 3. The sale ofthe Bonds to Citigroup Global Markets Inc. at a price of$15,218,555.55 plus accrued interest is hereby approved. The distribution of the Preliminary Official Statement dated November 20, 2007 relating to the Bonds is hereby ratified and approved. The Chairman or the Vice Chairman of the Commission is hereby authorized to prepare, execute and authorize distribution of the final Official Statement dated December 4, 2007, substantially in the form of such Preliminary Official Statement, with such insertions and changes as such Chairman or Vice Chairman may approve, the execution thereof to constitute conclusive evidence of such approval and the approval of the Commission of such insertions and changes. SECTION 4. The Chairman or the Vice Chairman ofthe Commission is authorized to execute and deliver the 2007 Trust Agreement dated as of December 1,2007, and which 2007 Trust Agreement shall be in substantially the form submitted to and filed with the records of this meeting, subject to such changes, insertions or omissions as such Chairman or Vice Chairman may approve, including without limitation provisions reflecting the insurance of the Bonds by the MBIA Insurance Corporation; and the execution thereof shall be conclusive evidence of such approval. SECTION 5. The Chairman or the Vice Chairman ofthe Commission is authorized to execute and deliver a Restated and Amended Agreement as to Working Capital Reserve Account between the Land Bank and the Town of Nantucket, dated as of December 19,2007 or such other date as is mutually agreed to, which agreement will amend, restate and replace the Restated and Amended Agreement as to Working Capital Reserve Account between the Land Bank and Town of Nantucket, dated as of July 22, 1998, and which agreement shall be substantially in the form submitted to and filed with the records ofthis meeting, subject to such changes, insertions or omissions as the Chairman or Vice Chairman may approve; and the execution thereof shall be conclusive evidence of such approval. SECTION 6. The Chairman or the Vice Chairman of the Commission is authorized to execute and deliver the Continuing Disclosure Agreement between the Land Bank and the Town of Nantucket, dated as of December 19, 2007 or such other date as is mutually agreed to, and which agreement shall be substantially in the form submitted to and filed with the records of this meeting, subject to such changes, insertions or omissions as the Chairman or Vice Chairman may approve; and the execution thereof shall be conclusive evidence of such approval. SECTION 7. The Chairman or the Vice Chairman of the Commission is authorized to covenant, on behalf of the Land Bank, that the Land Bank will pay any arbitrage rebate due to the United States in connection with the issuance of Bonds and that the Land Bank will take all lawful actions necessary to comply with all requirements of the Internal Revenue Code of 1986 relating to the use, expenditure and investment of the proceeds of the Bonds that must be satisfied subsequent to the issuance of the Bonds in order that interest on the Bonds be or continue to be excluded from gross income for federal income tax purposes and refrain from taking any actions that would cause interest on the Bonds to become included in gross income for federal income tax purposes. SECTION 8. Each of the officers, Commissioners and agents of the Land Bank and the Commission is to do all acts and things required of them by the provisions of the Bonds and the 2007 Trust Agreement for the full, punctual and complete performance and observance of all of the terms, covenants, provisions and agreements therein to be performed or observed by the Land Bank and the Commission and also to do all acts and things necessary or proper in connection with the execution and delivery of the 2007 Trust Agreement and the Bonds or otherwise required or appropriate to carry into effect the provisions of this resolution and the matters hereby authorized, and any such actions hereby taken for such purposes by any officer, Commissioner or agent of the Land Bank and the Commission are hereby ratified and confirmed. 2 Land Bank Commission December 11, 2007 Page 3 . EXHIBIT A $15,095,000 Nantucket Islands Land Bank 2007 Series A Bonds (Full Faith and Credit Issue) 1. Date of Bonds - December 1, 2007 2. Date of Maturities - December 1 3. Years of maturities, principals amounts, interest rates and public offering prices or yields -- Public Public Offering Offering Year of Principal Interest Price of Year of Principal Interest Price of Maturity Amount Rate Yield Maturity Amount Rate Yield 2008 $470,000 5.50 3.05% 2018 $740,000 4.00 3.70% % % 2009 500,000 5.50 3.10 2019 780,000 4.00 3.80 2010 520,000 4.00 3.12 2020 820,000 4.00 3.85 2011 540,000 5.50 3.15 2021 855,000 4.00 3.90 2012 570,000 5.00 3.18 2022 900,000 4.00 4.01 2013 595,000 4.00 3.25 2023 935,000 4.00 4.07 2014 625,000 4.00 3.33 2024 980,000 4.00 4.13 2015 655,000 4.00 3.40 2025 1,025,000 4.125 4.17 2016 680,000 4.00 3.50 2026 1,065,000 4.125 4.21 2017 715,000 4.00 3.60 2027 1,125,000 4.125 4.24 4. Optional redemption- The Bonds maturing on or before December 1, 2017 shall not be subject to redemption prior to maturity. The Bonds maturing on and after December 1, 2018 are subject to optional redemption on and after December 1, 2017, in whole or part on any date at a price equal to the principal amount to be redeemed (without premium) plus accrued interest to the prepayment date. b. Authorizations: Upon a motion made and duly seconded, the Commission VOTED to authorize the Chairman and the Secretary of the commission to execute all documents necessary for delivery of the bonds. C. PERSONNEL MANAGEMENT: 1. Personnel Rules and Regulations Discussion: Ms. Hunter initiated a discussion and review of the revised draft Land Bank personnel rules and regulations and pointed out significant word changes for the Commissioners' consideration. The Director summarized sections regarding Barnstable County retirement benefits and health insurance benefits for retired employees. Upon a motion made and duly seconded, it was VOTED to accept and adopt the Personnel Rules and Regulations of the Commission subject to deleting the word "may" and substituting the word "shall" in SECTION 7.6 LONGEVITY PAY; and inserting language into the text of SECTION 16.3 HEALTH INSURANCE PROGRAM FOR RETIRED EMPLOYEES to clarify the requirements which must be met before an employee may be eligible to receive health insurance benefits as a Retired Employee: 3 Land Bank Commission ~ December 11, 2007 Page 4 1) an employee must have reached the age of fifty-five (55); 2) an employee must have completed a minimum often (10) years of service with the Commission; and 3) an employee must be employed by the Commission at the time that the employee becomes eligible to receive health insurance benefits as a Retired Employee pursuant to requirements numbered 1) and 2) herein. 2. Office Administration - Salary Discussions: Mr. Savetsky discussed salary ranges for the positions of Office Administrator and Administrative Assistant. The Commission asked staff to provide a recommendation for the Administrative Assistant's hourly wage at the next meeting based on the qualifications of the applicant selected for the position. After further discussion, upon a motion made and duly seconded, it was VOTED to set the annual salary for the Office Administrator's position at $62,791. D. EXECUTIVE SESSION: Upon a motion made and duly seconded, it was VOTED to go into Executive Session. Each member was polled individually. All members voted yes. The Chairman noted that the Commission would reconvene into regular session and that the purpose of going into executive session was to discuss matters related to land acquisition. RETURN TO OPEN SESSION ADJOURNMENT: Upon a motion made and duly seconded, it was VOTED to adjourn at 5:45 P.M. Attested to: Accepted, Approved, and Released by the VOTE of the Commission this 11 th day of December 2007. John J. Stackpole, 4