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HomeMy WebLinkAboutResolution No. 2015-062 $2,140,000 G.O. Bons Series 2015B Awarding Sale • CERTIFICATION OF MINUTES RELATING TO $2,140,000 GENERAL OBLIGATION BONDS, SERIES 2015B Issuer: City of Edina, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on June 17, 2015 at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota. Members present: James Hovland, Mary Brindle, Kevin Staunton, Bob Stewart, Ann Swenson Members absent: None Documents Attached: Minutes of said meeting (including): Pages 1 through 19 RESOLUTION NO. 2015-62 RESOLUTION AUTHORIZING ISSUANCE, AWARDING . SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,140,000 GENERAL OBLIGATION BONDS, SERIES 2015B I,the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed;that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 17th day of June, 2015. Debra Mangen, Cit Jerk • • Councilmember Brindle then introduced the following resolution and moved its adoption: RESOLUTION NO. 2015-64 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,140,000 GENERAL OBLIGATION BONDS, SERIES 2015B BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the "City"), as follows: Section 1. Authorization and Sale. 1.01. Authorization of Bonds. The City has presently outstanding its General Obligation Bonds, Series 2009B, initially dated as of April 29, 2009 (the "Series 2009B Bonds"), its General Obligation Recreational Facilities Bonds, Series 2009C, initially dated as of December 10, 2009 (the "Series 2009C Bonds"), its Taxable General Obligation Bonds, Series 2012B, initially dated as of October 10, 2012 (the "Series 2012B Bonds"), its General Obligation Bonds, Series 2012C (the "Series 2012C Bonds"), initially dated as of October 10, 2012 (the "Series 2012C Bonds") and its $1,125,000 General Obligation Bonds, Series 2013B, initially dated as of October 10, 2013 (the "Series 2013B Bonds"), issued pursuant to Minnesota Laws 1961, Chapter 655 (the "Act"), and Minnesota Statutes, Chapter 475. The Series 2009B Bonds, Series 2009C Bonds,the Series 2012B Bonds, the Series 2012C Bonds and the Series 2013B Bonds are payable primarily out of the net revenues to be derived from the municipal golf courses, ice arena, swimming pool and liquor stores of the City (the"Net Revenues"). This Council has previously determined to issue and sell $2,140,000 principal amount of General Obligation Bonds, Series 2015B, of the City (the"Bonds")pursuant to the Act and Minnesota Statutes, Chapter 475, to defray the expense incurred and estimated to be incurred by the City in connection with the construction of improvements to the Braemar Golf Enterprise (the "Project"), including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65. The Bonds are payable primarily out of the Net Revenues. 1.02. Findings. It is hereby found, determined and declared that the Net Revenues in the fiscal year ended December 31, 2014 exceed the maximum amount of principal and interest to become due in any future fiscal year on the Bonds,the Series 2009C Bonds, the Series 2012B Bonds, the Series 2012C Bonds,the Series 2013B Bonds and the portion of the Series 2009B for which the Net Revenues are pledged(the "Outstanding Recreational Facilities Bonds"). 1.03. Sale of Bonds. The City has retained Ehlers &Associates, Inc., an independent financial advisor,to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2,paragraph(9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds,three (3)proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The • proposals have been opened and publicly read and considered, and the purchase price, interest rates and true interest cost under the terms of each bid have been determined. The most favorable proposal received is that of Baird, of Milwaukee, Wisconsin, and associates (the • and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may,however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith,to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated Lost Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such • Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was -3- • Bonds Maturing on February 1, 2028 Sinking Fund Aggregate Payment Date Principal Amount] 2026 $150,000 2027 155,000 2028 160,000 Prior to the date set for redemption of any Bond prior to its stated maturity date,the City Finance Director shall cause notice of the call for redemption thereof to be published as required by law and, not more than sixty(60) and not fewer than thirty (30) days prior to the designated redemption date, shall cause notice of the call to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.03 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid,the Bonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge, upon surrender of such Bond to the Registrar, one or more new Bonds of such same series in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. 2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Finance Director and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager,provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and . executed, and the Purchaser shall not be obligated to see to the application of the purchase price. -5- names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall • designate, in accordance with clause (f) or clause (g) below, whichever is applicable. (d) In the event the City determines that it is in the best interests of the Beneficial Owner that they be able to obtain printed Bonds,the City may so notify the securities depository and the Registrar,whereupon the securities depository shall notify the Beneficial Owners of the availability through the securities depository of such printed Bonds. In such event,the City shall cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully executed and authenticated, as requested by the securities depository in appropriate amounts and, whenever the securities depository requests,the City and the Registrar shall cooperate with the securities depository in taking appropriate action after reasonable notice to make available printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g)below, whichever is applicable. (e) Notwithstanding any other provisions of this Resolution to the contrary, so long as any Bond is registered in the name of a securities depository or its nominee, all payments of principal and interest on the Bond and all notices with respect to the Bond shall be made and given, respectively, to the securities depository. (f) In the event that the Book-Entry Only System established pursuant to this Section is discontinued, except as provided in clause (g),the Bonds shall be issued through the securities depository to the Beneficial Owners. (g) In the event of termination of the Book-Entry Only System,the City shall have the right to terminate, and shall take all steps necessary to terminate, all arrangements with the securities depository described herein, and thereafter shall issue, register ownership of,transfer and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of notice from the City,the securities depository shall take all actions necessary to assist the City and the Registrar in terminating all arrangements for the issuance of documents evidencing ownership interests in the Bonds through the securities depository. Nothing herein shall affect the securities depository's rights under clause (e) above. Section 3. 2015B Recreational Facility Construction Fund. Proceeds of the Bonds shall be deposited in a separate Series 2015B General Obligation Recreational Facility Bond Construction Fund(the "Construction Fund")which shall be created and maintained on the books of the City as a separate account. The Construction Fund shall be used solely to defray expenses of the Project and of costs of issuance of the Bonds. Upon completion and payment of all costs of the Project, any amounts remaining in the Construction Fund shall be credited and paid to the Bond Fund created pursuant to Section 4 hereof. Section 4. Bond Fund. 4.01. 2015B Recreational Facility Bond Fund. The Recreational Facilities Bonds shall be payable from a separate General Obligation Recreational Facilities Bonds, Series 2015B Bond Fund(the "Bond Fund"), which the City agrees to maintain until the Bonds have been paid in • full. If the moneys in the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds -7- • law now or hereafter authorizing and regulating such action,by depositing irrevocably in escrow, with a bank or trust company qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited,bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 7. County Auditor Registration Certification of Proceedings, Investment of Money Arbitrage and Official Statement. 7.01. County Auditor Registration. The City Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County,together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 7.02. Certification of Proceedings. The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. • 7.03. Covenant. The City covenants and agrees with the registered owners of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended(the "Code") and Regulations promulgated thereunder(the"Regulations") as are enacted or promulgated and in effect on the date of issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The facilities financed by the Bonds shall at all times during the term of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use agreement, management agreement, capacity agreement or other agreement or contract with any nongovernmental person relating to the use of the facilities financed by the Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered"private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code. 7.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. • 7.05. Arbitrage Rebate. The City shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. -9- • (A) the audited financial statements of the City for such fiscal year, prepared in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) to the extent not included in the financial statements referred to in paragraph(A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under headings: "VALUATIONS—Current Property Valuations," "DEBT—Direct Debt," and "TAX RATES, LEVIES AND COLLECTIONS—Tax Levies and Collections" and "US Census Data - Population Trend" and "-Employment/Unemployment Data,"which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. • Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been filed with the SEC or have been made available to the public on the Internet Web site of the Municipal Securities Rulemaking Board (MSRB. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a Material Fact): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; -11- • (A) the failure of the City to provide the Disclosure Information required under paragraph(b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection(d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection(d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Tenn; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph(c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph(b)(5) S of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under -13- • EXHIBIT A Form of Series 2015B Bond UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION BOND, SERIES 2015B R- $ Interest Maturity Date of Rate Date Original Issue CUSIP % February 1, 20_ July 9, 2015 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS • THE CITY OF EDINA, Hennepin County, Minnesota(the City), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner named above, or registered assigns,the principal sum specified above on the maturity date specified above, without option of prior payment, and to pay interest thereon from the date of original issue specified above, or the most recent interest payment date to which interest has been paid or provided for, at the annual rate specified above,payable on February 1 and August 1 in each year, commencing February 1, 2016 (each such date, an Interest Payment Date),to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the month immediately preceding the payment date. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day(whether or not a business day) of the calendar month next preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank National Association in St. Paul,Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of$2,140,000, all of like date and tenor, except as to maturity date, interest rate, and denomination issued pursuant to a • resolution adopted by the City Council on June 16, 2015 (the "Resolution"), for the purpose of financing improvements to the City's golf and recreational facilities, and is issued pursuant to A-1 been done, do exist, have happened and have been performed as so required; that, by the Resolution the City has pledged to the payment of the principal of and interest on the Bonds the net revenues of the City's golf courses, swimming pool, ice arena and liquor stores as shall be required to pay such principal and interest and on a parity with the pledge of such net revenues to the payment of other outstanding bonds of the City; that if necessary for payment of the principal and interest, ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution described herein until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF,the City of Edina, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the manual or facsimile signatures of the Mayor and City Manager, and has caused this Bond to be dated as of the Date of Original Issue set forth above. CITY OF EDINA City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Registrar BY Authorized Representative • A-3 COUNTY AUDITOR'S CERTIFICATE AS TO REGISTRATION AND TAX LEVY The undersigned, being the duly qualified and acting County Auditor of Hennepin County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a resolution duly adopted on June 17, 2015, by the City Council of the City of Edina, Minnesota, setting forth the form and details of an issue of$2,140,000 General Obligation Bonds, Series 2015B, dated as of July 9, 2015. 1 further certify that said Bonds have been entered on my bond register, as required by Minnesota Statutes, Sections 475.61 to 475.63. WITNESS my hand and official seal this day of , 2015. County Auditor (SEAL) •