HomeMy WebLinkAboutResolution No. 2007-055 Bond Sale Series 2007B $8,210,000 Util. Rev. Bonds • CERTIFICATION OF MINUTES RELATING TO
$8,210,000 GENERAL OBLIGATION UTILITY
REVENUE BONDS, SERIES 2007B
Issuer: City of Edina,Minnesota
Governing body: City Council
Kind, date,time and place of meeting: A regular meeting held on May 1, 2007, at
7:00 o'clock P.M., at the City Hall, Edina Minnesota.
Members present: Bennett,Masica, Swenson, and Mayor Hovland
Members absent: Housh
Documents attached:
Minutes of said meeting including(pages): 1 through 19
RESOLUTION NO. 2007-55
• RESOLUTION RELATING TO $8,210,000 GENERAL
OBLIGATION UTILITY REVENUE BONDS, SERIES 200713;
AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR
I,the undersigned, being the duly qualified and acting recording officer of
the public corporation issuing the obligations 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 the corporation in my legal custody, from which
they have been transcribed;that the documents are a correct and complete transcript of
the minutes of a meeting of the governing body of the corporation, and correct and
complete copies of all resolutions and other actions taken and of all documents approved
by the governing body at the meeting, insofar as they relate to the obligations; and that
the 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 given as required
by law.
WITNESS my hand officially as such recording officer this 1-jj- day of
May, 2007.
f,
r
L,,
Debra Mangen, City Cl
• It was reported that four(4) proposals had been received prior to 11:00
A.M., Central Time today for the purchase of the $8,210,000 General Obligation Utility Revenue
Bonds, Series 2007B of the City in accordance with the Official Statement distributed by the
City to potential purchasers of the Bonds. The proposals have been read and tabulated, and the
terms of each have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See attached]
•
•
BID TABULATION
i $8,210,000 General Obligation Utility Revenue Bonds, Series 2007B
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: PIPER JAFFRAY&CO.
RATING: Moody's Investors Service, Inc. "Aaa" BBI: 4.26%
Standard & Poor's Credit Markets "AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
PIPER JAFFRAY&CO. 2008 4.000% 3.620% $8,288,822.75 $1,713,096.14 3.7962%
Minneapolis, Minnesota 2009 4.000% 3.620%
Wells Fargo Brokerage Services, Inc. 2010 4.000% 3.610%
2011 4.000% 3.620%
2012 4.000% 3.630%
2013 4.000% 3.650%
2014 4.000% 3.690%
2015 4.000% 3.730%
2016 4.000% 3.800%
2017 4.000% 3.860%
aNIN &COMPANY, INC. 2008 4.000% $8,281,087.20 $1,720,831.69 3.8159%
neapolis, Minnesota 2009 4.000%
UBS INVESTMENT BANK 2010 4.000%
Dallas,Texas 2011 4.000%
CITIGROUP GLOBAL MARKETS, INC. 2012 4.000%
Chicago, Illinois 2013 4.000%
WACHOVIA BANK, NATIONAL ASSOCIATION 2014 4.000%
Charlotte, North Carolina 2015 4.000%
2016 4.000%
2017 4.000%
RBC CAPITAL MARKETS 2008 4.000% $8,254,541.40 $1,747,377.49 3.8836%
Minneapolis, Minnesota 2009 4.000%
2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.000%
E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113
651.697.8500 fax 651.697.8555 www.ehlers-inc.com
& ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL
$8,210,000 General Obligation Utility Revenue Bonds, Series 2007B Page 2
City of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MESIROW FINANCIAL, INC. 2008 4.000% $8,246,840.15 $1,755,078.74 3.9033%
Chicago, Illinois 2009 4.000%
2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.000%
Councilmember Bennett then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-55
RESOLUTION RELATING TO $8,210,000 GENERAL OBLIGATION
UTILITY REVENUE BONDS, SERIES 200713; AWARDING THE
SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND SECURITY
THEREFOR
BE IT RESOLVED by the City Council (the "Council") of the City of Edina,
Minnesota(the"City"), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization. The City owns and operates a municipal storm sewer utility
(the"Storm Water Utility") and a municipal sanitary sewer and water utility (the "Sewer and
Water Utility,"which together with the Storm Water Utility is called the"Utilities"). This
Council has heretofore ordered construction of improvements to the Utilities. This Council
hereby determines to issue and sell $8,210,000 principal amount of General Obligation Utility
Revenue Bonds, Series 2007B, of the City (the"Bonds")to defray the expense incurred and
• estimated to be incurred by the City in making the Improvements, including every item of cost of
the kinds authorized in Minnesota Statutes, Section 475.65, and $82,100 representing interest as
provided in Minnesota Statutes, Section 475.56.
1.02. 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, four 4 proposals
for the purchase of the Bonds were received at or before the time specified for receipt of
proposals. The proposals have been publicly read and considered, and the purchase price,
interest rates and net interest cost under the terms of each proposal have been determined. The
most favorable proposal received is that of Piper Jaffray&Co., of Minneapolis,Minnesota(the
"Purchaser"),to purchase the Bonds at a price of$8,288,822.75, the Bonds to bear interest at the
rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City
Manager are hereby authorized and directed to execute a contract on the part of the City for the
sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be
returned forthwith.
1.03. Performance of Requirements. The City is authorized by Minnesota
Statutes, Section 444.075,to issue and sell the Bonds to pay the costs of the Improvements, and
to pledge to the payment of the Bonds net revenues to be derived from charges for the service,
use and availability of the Utilities. The City presently has certain outstanding obligations which
constitute a lien on the net revenues of the Utilities. Such obligations permit further pledges and
• appropriations of net revenues of the Utilities to be made superior or subordinate to or on a parity
with the pledge and appropriation of net revenues of the Utilities to pay such obligations. The
City Council hereby determines that the estimated net revenues of the Utilities will be sufficient,
together with any other sources pledged to or projected to be used, for the payment of the
principal of and interest on the Bonds and such outstanding obligations which constitute a lien on
the net revenues of the Utilities. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done,to exist,to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing,having
happened and having been performed, it is now necessary for this Council to establish the form
and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION UTILITY REVENUE BOND,
SERIES 2007B
No. R-_ $
Date of
Interest Rate Maturity Original Issue CUSIP
% February 1, May 24, 2007
REGISTERED OWNER:
PRINCIPAL AMOUNT: 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 amount specified above, on the maturity date
specified above,with interest thereon from the date of original issue specified above,or from the
most recent interest payment date to which interest has been paid or duly provided for, at the
annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year,
commencing February 1, 2008 (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 immediately preceding month, all subject to the provisions referred to herein
with respect to the redemption of the principal of this Bond before maturity. 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
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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$8,210,000 (the
"Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on May 1, 2007
(the "Resolution"), for the purpose of financing the costs of improvements to the storm sewer
utility and to the sanitary sewer and water utility of the City and is issued pursuant to and in full
conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto
enabling,including Minnesota Statutes, Section 444.075 and Chapter 475. For the full and
prompt payment of the principal and interest on the Bonds as the same become due,the full faith,
credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds
are issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of
single maturities.
Bonds maturing in the years 2008 through 2015 are payable on their respective
stated maturity dates without option of prior payment,but Bonds having stated maturity dates in
the years 2016 and thereafter are each subject to redemption and prepayment, at the option of the
City and in whole or in part, and if in part, in the maturities selected by the City and,within any
maturity, in$5,000 principal amounts selected by lot, on February 1, 2015 and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
At least thirty days prior to the date set for redemption of any Bond,notice of the
call for redemption will be mailed to the Bond Registrar and to the registered owner of each
Bond to be redeemed at his address appearing in the Bond Register,but no defect in or failure to
give such mailed notice of redemption shall affect the validity of the proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid,the Bonds or portions of the Bonds so to be redeemed shall, on
the redemption date,become due and payable at the redemption price herein specified and from
and after such date (unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond,
a new Bond or Bonds will be delivered to the registered owner without charge,representing the
remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein,
this Bond is transferable upon the books of the City at the principal office of the Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may also be surrendered in exchange
is for Bonds of other authorized denominations. Upon such transfer or exchange, the City will
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• cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the
same aggregate principal amount,bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar shall be affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is
registered in the name of Cede&Co., as nominee of The Depository Trust Company, or in the
name of any other nominee of The Depository Trust Company or other securities depository,the
Registrar shall pay all principal of and interest on this Bond, and shall give all notices with
respect to this Bond, only to Cede &Co. or other nominee in accordance with the operational
arrangements of The Depository Trust Company or other securities depository as agreed to by
the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done,to exist, to happen and to be performed precedent to and in the issuance of this Bond in
order to make this Bond a valid and binding general obligation of the City according to its terms,
have been done, do exist,have happened and have been performed in regular and due form as so
• required; that in and by the Resolution,the City has pledged to the payment of the principal of
and interest on the Bonds net revenues of the storm water utility and sanitary sewer and water
utility of the City; that in and by the Resolution,the City has covenanted and agreed with the
owner of the Bonds that it will impose and collect charges for the service,use and availability of
its storm water utility and sanitary sewer and water utility at the time and in the amounts required
to produce net revenues adequate to pay all principal of and interest on the Bonds and on all
other bonds payable from net revenues of the storm water utility and sanitary sewer and water
utility as such principal and interest respectively become due; that if needed to pay the principal
and interest on this Bond, ad valorem taxes will 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.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by the manual signature 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 by the facsimile signatures of the Mayor
and the City Manager and has caused this Bond to be dated as of the date set forth below.
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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
The following abbreviations,when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM——as tenants UNIF TRANS MIN ACT. . . . . . . Custodian. . . . . . . .
in common (Cust) (Minor)
TEN ENT——as tenants by under Uniform Transfers to Minors
the entireties Act. . . . . . . . . . . . . . . . . . . . . .
(State)
JT TEN—— as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
• unto the
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within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s)to this assignment
OF ASSIGNEE: must correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s)must be guaranteed by an
"eligible guarantor institution"meeting the
requirements of the Bond Registrar,which
requirements include membership or participation
in the Securities Transfer Association Medalion
Program (STAMP) or such other"signature
guaranty program"as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
[End of Bond Form]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates,Denominations, Payment,Dating of Bonds. The
City shall forthwith issue and deliver the Bonds, which shall be denominated"General
Obligation Utility Revenue Bonds, Series 2007B." The Bonds shall be dated as of May 24,
2007, shall be issuable in the denominations of$5,000 or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, and Bonds maturing in such
years and amounts shall bear interest from date of issue until paid or duly called for redemption
at the rates per annum set forth opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
2008 $770,000 4.00% 2013 $820,000 4.00%
2009 700,000 4.00% 2014 855,000 4.00%
2010 730,000 4.00% 2015 890,000 4.00%
2011 760,000 4.00% 2016 925,000 4.00%
2012 795,000 4.00% 2017 965,000 4.00%
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The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and,upon surrender of each Bond at the principal office of the Registrar
described herein,the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1,2008,to the owners thereof as
such appear of record in the bond register as of the close of business on the fifteenth day of the
immediately preceding month,whether or not such day is a business day. Interest on the Bonds
will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent(the"Registrar"). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) Re aster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered,transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar 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 Bond is surrendered by the registered
owner for exchange,the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled 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
its 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
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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 of the City
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 lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount,number, interest rate,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 lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed,upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
3.04. Appointment of Initial Regis The City hereby appoints U.S. Bank
National Association in St. Paul,Minnesota, as the initial Registrar. The Mayor and City
Manager are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank
National Association, as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed.
The City reserves the right to remove any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar.
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3.05. Redemption. Bonds maturing in the years 2008 through 2013 are payable
on their respective stated maturity dates without option of prior payment,but Bonds maturing in
2015 and thereafter are each subject to redemption, at the option of the City and in whole or in
part, and if in part,in the maturities selected by the City and,within any maturity, in $5,000
principal amounts selected by the Registrar by lot, on February 1, 2015 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
At least thirty days prior to the date set for redemption of any Bond,the City shall
cause notice of the call for redemption to be mailed to the Registrar and to the registered owner
of each Bond to be redeemed,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 in authorized
denominations equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation 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.
3.07. Use of Securities Depository; Book-Entry Only System. The provisions of
this Section shall take precedence over the provisions of Sections 3.01 through 3.06 to the extent
they are inconsistent therewith.
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. (a) The Depository Trust Company("DTC")has agreed to act as securities
depository for the Bonds, and to provide a Book-Entry Only System for registering the
ownership interest of the financial institutions for which it holds the Bonds (the "DTC
Participants"), and for distributing to such DTC Participants such amount of the principal and
interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial
owners of the Bonds as reflected in their records (the`Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as
securities depository, the Bonds shall be issued in typewritten form,one for each maturity in a
principal amount equal to the aggregate principal amount of each maturity, shall be registered in
the name of the securities depository or its nominee, shall be subject to the provisions of this
Section 3.07, and no Beneficial Owner shall have the right to receive a certificate of ownership
or printed Bond. While DTC is acting as the securities depository,the Bonds shall be registered
in the name of the DTC's nominee, CEDE&CO; provided that upon delivery by DTC to the
City and the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE& CO.,the words"CEDE& CO."in this Order shall refer to such
new nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its
nominee, the City and the Registrar shall have no responsibility or obligation to any DTC
Participant or Beneficial Owner with respect to the following: (i)the accuracy of the records of
any securities depository or its nominee with respect to any ownership interest in the Bonds, (ii)
the delivery to any DTC Participant or other person or any other person, other than DTC, of any
. notice with respect to the Bonds, including any notice of redemption, or(iii)the payment to any
DTC Participant or any other person, other than DTC, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds. The Registrar shall pay all principal of
and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to the principal and interest on the Bonds to the extent of the sum or sums so paid. So
long as the Book-Entry Only System is in effect,no person other than DTC shall receive an
authenticated Bond.
(c) Upon receipt by the City and the Registrar of written notice from the
securities depository to the effect that it is unable or unwilling to discharge its responsibilities
under the Book-Entry Only System,the Registrar shall issue,transfer and exchange Bonds of the
initial series as requested by the securities depository in appropriate amounts, and whenever the
securities depository requests the City and the Registrar to do so,the City and the Registrar shall
cooperate with the securities depository in taking appropriate action after reasonable notice(i)to
arrange for a substitute depository willing and able,upon reasonable and customary terms,to
maintain custody of the Bonds, or(ii)to make available Bonds registered in whatever name or
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
_10-
• CERTIFICATION OF MINUTES RELATING TO
$8,210,000 GENERAL OBLIGATION UTILITY
REVENUE BONDS, SERIES 2007B
Issuer: City of Edina,Minnesota
Governing body: City Council
Kind, date,time and place of meeting: A regular meeting held on May 1, 2007, at
7:00 o'clock P.M., at the City Hall, Edina Minnesota.
Members present: Bennett,Masica, Swenson, and Mayor Hovland
Members absent: Housh
Documents attached:
Minutes of said meeting including(pages): 1 through 19
RESOLUTION NO. 2007-55
• RESOLUTION RELATING TO $8,210,000 GENERAL
OBLIGATION UTILITY REVENUE BONDS, SERIES 200713;
AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR
I,the undersigned, being the duly qualified and acting recording officer of
the public corporation issuing the obligations 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 the corporation in my legal custody, from which
they have been transcribed;that the documents are a correct and complete transcript of
the minutes of a meeting of the governing body of the corporation, and correct and
complete copies of all resolutions and other actions taken and of all documents approved
by the governing body at the meeting, insofar as they relate to the obligations; and that
the 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 given as required
by law.
WITNESS my hand officially as such recording officer this 1-jj- day of
May, 2007.
f,
r
L,,
Debra Mangen, City Cl
• It was reported that four(4) proposals had been received prior to 11:00
A.M., Central Time today for the purchase of the $8,210,000 General Obligation Utility Revenue
Bonds, Series 2007B of the City in accordance with the Official Statement distributed by the
City to potential purchasers of the Bonds. The proposals have been read and tabulated, and the
terms of each have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See attached]
•
•
BID TABULATION
i $8,210,000 General Obligation Utility Revenue Bonds, Series 2007B
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: PIPER JAFFRAY&CO.
RATING: Moody's Investors Service, Inc. "Aaa" BBI: 4.26%
Standard & Poor's Credit Markets "AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
PIPER JAFFRAY&CO. 2008 4.000% 3.620% $8,288,822.75 $1,713,096.14 3.7962%
Minneapolis, Minnesota 2009 4.000% 3.620%
Wells Fargo Brokerage Services, Inc. 2010 4.000% 3.610%
2011 4.000% 3.620%
2012 4.000% 3.630%
2013 4.000% 3.650%
2014 4.000% 3.690%
2015 4.000% 3.730%
2016 4.000% 3.800%
2017 4.000% 3.860%
aNIN &COMPANY, INC. 2008 4.000% $8,281,087.20 $1,720,831.69 3.8159%
neapolis, Minnesota 2009 4.000%
UBS INVESTMENT BANK 2010 4.000%
Dallas,Texas 2011 4.000%
CITIGROUP GLOBAL MARKETS, INC. 2012 4.000%
Chicago, Illinois 2013 4.000%
WACHOVIA BANK, NATIONAL ASSOCIATION 2014 4.000%
Charlotte, North Carolina 2015 4.000%
2016 4.000%
2017 4.000%
RBC CAPITAL MARKETS 2008 4.000% $8,254,541.40 $1,747,377.49 3.8836%
Minneapolis, Minnesota 2009 4.000%
2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.000%
E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113
651.697.8500 fax 651.697.8555 www.ehlers-inc.com
& ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL
$8,210,000 General Obligation Utility Revenue Bonds, Series 2007B Page 2
City of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MESIROW FINANCIAL, INC. 2008 4.000% $8,246,840.15 $1,755,078.74 3.9033%
Chicago, Illinois 2009 4.000%
2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.000%
Councilmember Bennett then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-55
RESOLUTION RELATING TO $8,210,000 GENERAL OBLIGATION
UTILITY REVENUE BONDS, SERIES 200713; AWARDING THE
SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND SECURITY
THEREFOR
BE IT RESOLVED by the City Council (the "Council") of the City of Edina,
Minnesota(the"City"), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization. The City owns and operates a municipal storm sewer utility
(the"Storm Water Utility") and a municipal sanitary sewer and water utility (the "Sewer and
Water Utility,"which together with the Storm Water Utility is called the"Utilities"). This
Council has heretofore ordered construction of improvements to the Utilities. This Council
hereby determines to issue and sell $8,210,000 principal amount of General Obligation Utility
Revenue Bonds, Series 2007B, of the City (the"Bonds")to defray the expense incurred and
• estimated to be incurred by the City in making the Improvements, including every item of cost of
the kinds authorized in Minnesota Statutes, Section 475.65, and $82,100 representing interest as
provided in Minnesota Statutes, Section 475.56.
1.02. 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, four 4 proposals
for the purchase of the Bonds were received at or before the time specified for receipt of
proposals. The proposals have been publicly read and considered, and the purchase price,
interest rates and net interest cost under the terms of each proposal have been determined. The
most favorable proposal received is that of Piper Jaffray&Co., of Minneapolis,Minnesota(the
"Purchaser"),to purchase the Bonds at a price of$8,288,822.75, the Bonds to bear interest at the
rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City
Manager are hereby authorized and directed to execute a contract on the part of the City for the
sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be
returned forthwith.
1.03. Performance of Requirements. The City is authorized by Minnesota
Statutes, Section 444.075,to issue and sell the Bonds to pay the costs of the Improvements, and
to pledge to the payment of the Bonds net revenues to be derived from charges for the service,
use and availability of the Utilities. The City presently has certain outstanding obligations which
constitute a lien on the net revenues of the Utilities. Such obligations permit further pledges and
• appropriations of net revenues of the Utilities to be made superior or subordinate to or on a parity
with the pledge and appropriation of net revenues of the Utilities to pay such obligations. The
City Council hereby determines that the estimated net revenues of the Utilities will be sufficient,
together with any other sources pledged to or projected to be used, for the payment of the
principal of and interest on the Bonds and such outstanding obligations which constitute a lien on
the net revenues of the Utilities. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done,to exist,to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing,having
happened and having been performed, it is now necessary for this Council to establish the form
and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION UTILITY REVENUE BOND,
SERIES 2007B
No. R-_ $
Date of
Interest Rate Maturity Original Issue CUSIP
% February 1, May 24, 2007
REGISTERED OWNER:
PRINCIPAL AMOUNT: 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 amount specified above, on the maturity date
specified above,with interest thereon from the date of original issue specified above,or from the
most recent interest payment date to which interest has been paid or duly provided for, at the
annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year,
commencing February 1, 2008 (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 immediately preceding month, all subject to the provisions referred to herein
with respect to the redemption of the principal of this Bond before maturity. 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
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1 i
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$8,210,000 (the
"Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on May 1, 2007
(the "Resolution"), for the purpose of financing the costs of improvements to the storm sewer
utility and to the sanitary sewer and water utility of the City and is issued pursuant to and in full
conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto
enabling,including Minnesota Statutes, Section 444.075 and Chapter 475. For the full and
prompt payment of the principal and interest on the Bonds as the same become due,the full faith,
credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds
are issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of
single maturities.
Bonds maturing in the years 2008 through 2015 are payable on their respective
stated maturity dates without option of prior payment,but Bonds having stated maturity dates in
the years 2016 and thereafter are each subject to redemption and prepayment, at the option of the
City and in whole or in part, and if in part, in the maturities selected by the City and,within any
maturity, in$5,000 principal amounts selected by lot, on February 1, 2015 and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
At least thirty days prior to the date set for redemption of any Bond,notice of the
call for redemption will be mailed to the Bond Registrar and to the registered owner of each
Bond to be redeemed at his address appearing in the Bond Register,but no defect in or failure to
give such mailed notice of redemption shall affect the validity of the proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid,the Bonds or portions of the Bonds so to be redeemed shall, on
the redemption date,become due and payable at the redemption price herein specified and from
and after such date (unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond,
a new Bond or Bonds will be delivered to the registered owner without charge,representing the
remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein,
this Bond is transferable upon the books of the City at the principal office of the Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may also be surrendered in exchange
is for Bonds of other authorized denominations. Upon such transfer or exchange, the City will
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• cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the
same aggregate principal amount,bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar shall be affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is
registered in the name of Cede&Co., as nominee of The Depository Trust Company, or in the
name of any other nominee of The Depository Trust Company or other securities depository,the
Registrar shall pay all principal of and interest on this Bond, and shall give all notices with
respect to this Bond, only to Cede &Co. or other nominee in accordance with the operational
arrangements of The Depository Trust Company or other securities depository as agreed to by
the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done,to exist, to happen and to be performed precedent to and in the issuance of this Bond in
order to make this Bond a valid and binding general obligation of the City according to its terms,
have been done, do exist,have happened and have been performed in regular and due form as so
• required; that in and by the Resolution,the City has pledged to the payment of the principal of
and interest on the Bonds net revenues of the storm water utility and sanitary sewer and water
utility of the City; that in and by the Resolution,the City has covenanted and agreed with the
owner of the Bonds that it will impose and collect charges for the service,use and availability of
its storm water utility and sanitary sewer and water utility at the time and in the amounts required
to produce net revenues adequate to pay all principal of and interest on the Bonds and on all
other bonds payable from net revenues of the storm water utility and sanitary sewer and water
utility as such principal and interest respectively become due; that if needed to pay the principal
and interest on this Bond, ad valorem taxes will 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.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by the manual signature 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 by the facsimile signatures of the Mayor
and the City Manager and has caused this Bond to be dated as of the date set forth below.
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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
The following abbreviations,when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM——as tenants UNIF TRANS MIN ACT. . . . . . . Custodian. . . . . . . .
in common (Cust) (Minor)
TEN ENT——as tenants by under Uniform Transfers to Minors
the entireties Act. . . . . . . . . . . . . . . . . . . . . .
(State)
JT TEN—— as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
• unto the
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within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s)to this assignment
OF ASSIGNEE: must correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s)must be guaranteed by an
"eligible guarantor institution"meeting the
requirements of the Bond Registrar,which
requirements include membership or participation
in the Securities Transfer Association Medalion
Program (STAMP) or such other"signature
guaranty program"as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
[End of Bond Form]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates,Denominations, Payment,Dating of Bonds. The
City shall forthwith issue and deliver the Bonds, which shall be denominated"General
Obligation Utility Revenue Bonds, Series 2007B." The Bonds shall be dated as of May 24,
2007, shall be issuable in the denominations of$5,000 or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, and Bonds maturing in such
years and amounts shall bear interest from date of issue until paid or duly called for redemption
at the rates per annum set forth opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
2008 $770,000 4.00% 2013 $820,000 4.00%
2009 700,000 4.00% 2014 855,000 4.00%
2010 730,000 4.00% 2015 890,000 4.00%
2011 760,000 4.00% 2016 925,000 4.00%
2012 795,000 4.00% 2017 965,000 4.00%
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The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and,upon surrender of each Bond at the principal office of the Registrar
described herein,the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1,2008,to the owners thereof as
such appear of record in the bond register as of the close of business on the fifteenth day of the
immediately preceding month,whether or not such day is a business day. Interest on the Bonds
will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent(the"Registrar"). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) Re aster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered,transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar 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 Bond is surrendered by the registered
owner for exchange,the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled 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
its 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
-7 -
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 of the City
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 lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount,number, interest rate,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 lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed,upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
3.04. Appointment of Initial Regis The City hereby appoints U.S. Bank
National Association in St. Paul,Minnesota, as the initial Registrar. The Mayor and City
Manager are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank
National Association, as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed.
The City reserves the right to remove any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar.
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3.05. Redemption. Bonds maturing in the years 2008 through 2013 are payable
on their respective stated maturity dates without option of prior payment,but Bonds maturing in
2015 and thereafter are each subject to redemption, at the option of the City and in whole or in
part, and if in part,in the maturities selected by the City and,within any maturity, in $5,000
principal amounts selected by the Registrar by lot, on February 1, 2015 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
At least thirty days prior to the date set for redemption of any Bond,the City shall
cause notice of the call for redemption to be mailed to the Registrar and to the registered owner
of each Bond to be redeemed,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 in authorized
denominations equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation 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.
3.07. Use of Securities Depository; Book-Entry Only System. The provisions of
this Section shall take precedence over the provisions of Sections 3.01 through 3.06 to the extent
they are inconsistent therewith.
-9 -
. (a) The Depository Trust Company("DTC")has agreed to act as securities
depository for the Bonds, and to provide a Book-Entry Only System for registering the
ownership interest of the financial institutions for which it holds the Bonds (the "DTC
Participants"), and for distributing to such DTC Participants such amount of the principal and
interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial
owners of the Bonds as reflected in their records (the`Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as
securities depository, the Bonds shall be issued in typewritten form,one for each maturity in a
principal amount equal to the aggregate principal amount of each maturity, shall be registered in
the name of the securities depository or its nominee, shall be subject to the provisions of this
Section 3.07, and no Beneficial Owner shall have the right to receive a certificate of ownership
or printed Bond. While DTC is acting as the securities depository,the Bonds shall be registered
in the name of the DTC's nominee, CEDE&CO; provided that upon delivery by DTC to the
City and the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE& CO.,the words"CEDE& CO."in this Order shall refer to such
new nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its
nominee, the City and the Registrar shall have no responsibility or obligation to any DTC
Participant or Beneficial Owner with respect to the following: (i)the accuracy of the records of
any securities depository or its nominee with respect to any ownership interest in the Bonds, (ii)
the delivery to any DTC Participant or other person or any other person, other than DTC, of any
. notice with respect to the Bonds, including any notice of redemption, or(iii)the payment to any
DTC Participant or any other person, other than DTC, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds. The Registrar shall pay all principal of
and premium, if any, and interest on the Bonds only to or upon the order of DTC, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to the principal and interest on the Bonds to the extent of the sum or sums so paid. So
long as the Book-Entry Only System is in effect,no person other than DTC shall receive an
authenticated Bond.
(c) Upon receipt by the City and the Registrar of written notice from the
securities depository to the effect that it is unable or unwilling to discharge its responsibilities
under the Book-Entry Only System,the Registrar shall issue,transfer and exchange Bonds of the
initial series as requested by the securities depository in appropriate amounts, and whenever the
securities depository requests the City and the Registrar to do so,the City and the Registrar shall
cooperate with the securities depository in taking appropriate action after reasonable notice(i)to
arrange for a substitute depository willing and able,upon reasonable and customary terms,to
maintain custody of the Bonds, or(ii)to make available Bonds registered in whatever name or
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
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• 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 3.03. 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 4. Security Provisions.
4.01. 2007 Utilities Construction Fund. There is hereby created a special
bookkeeping fund to be designated as the "2007 Utilities Construction Fund"(the"Construction
Fund"), to be held and administered by the City Finance Director separate and apart from all
other funds of the City. The City appropriates to the Construction Fund the proceeds of the sale
of the Bonds. The Construction Fund shall be used solely to defray expenses of the
Improvements, including but not limited to the transfer to the Bond Fund, created in Section 4.02
hereof, of amounts sufficient for the payment of interest, due upon the Bonds prior to the
completion of the Improvements and the payment of the expenses incurred by the City in
connection with the issuance of the Bonds. Upon completion and payment of all costs of the
Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be
used to pay the cost, in whole or in part, of any other improvements to the Utilities, as directed
by the City Council,but any balance of such proceeds not so used shall be credited and paid to
the Bond Fund.
4.02. 2007 Utilities Bond Fund. So long as any of the Bonds are outstanding and
any principal of or interest thereon unpaid, the City Finance Director shall maintain on its books
and records a separate and special bookkeeping fund designated"2007 Utilities Bond Fund" (the
"Bond Fund")to be used for no purpose other than the payment of the principal of and interest
on the Bonds and any additional obligations of the City payable therefrom pursuant to Section
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• 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 3.03. 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 4. Security Provisions.
4.01. 2007 Utilities Construction Fund. There is hereby created a special
bookkeeping fund to be designated as the "2007 Utilities Construction Fund"(the"Construction
Fund"), to be held and administered by the City Finance Director separate and apart from all
other funds of the City. The City appropriates to the Construction Fund the proceeds of the sale
of the Bonds. The Construction Fund shall be used solely to defray expenses of the
Improvements, including but not limited to the transfer to the Bond Fund, created in Section 4.02
hereof, of amounts sufficient for the payment of interest, due upon the Bonds prior to the
completion of the Improvements and the payment of the expenses incurred by the City in
connection with the issuance of the Bonds. Upon completion and payment of all costs of the
Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be
used to pay the cost, in whole or in part, of any other improvements to the Utilities, as directed
by the City Council,but any balance of such proceeds not so used shall be credited and paid to
the Bond Fund.
4.02. 2007 Utilities Bond Fund. So long as any of the Bonds are outstanding and
any principal of or interest thereon unpaid, the City Finance Director shall maintain on its books
and records a separate and special bookkeeping fund designated"2007 Utilities Bond Fund" (the
"Bond Fund")to be used for no purpose other than the payment of the principal of and interest
on the Bonds and any additional obligations of the City payable therefrom pursuant to Section
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• 4.03 hereof. If the balance in the Bond Fund is ever insufficient to pay all principal and interest
then due on bonds payable therefrom,the City Finance Director shall nevertheless provide
sufficient money from any other funds of the City which are available for that purpose, and such
other funds shall be reimbursed from subsequent receipts of net revenues of the Utilities
appropriated to the Bond Fund and, if necessary, from the proceeds of the taxes levied for the
Bond Fund. The City Finance Director shall deposit in the Bond Fund the proceeds of all taxes
levied and all other money which may at any time be received for or appropriated to the payment
of such bonds and interest, including the net revenues of the Utilities herein pledged and
appropriated to the Bond Fund, all collections of any ad valorem taxes levied for the payment of
the Bonds, and all other moneys received for or appropriated to the payment of the Bonds and
interest thereon.
There are hereby established two accounts in the Bond Fund,designated as the
"Debt Service Account"and the"Surplus Account." All money appropriated or to be deposited
in the Bond Fund shall be deposited as received into the Debt Service Account. On each
February 1,the City Finance Director shall determine the amount on hand in the Debt Service
Account. If such amount is in excess of one-twelfth of the debt service payable from the Bond
Fund in the immediately preceding 12 months,the City Finance Director shall promptly transfer
the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any
amounts to be transferred thereto from the Debt Service Account as herein provided and all
income derived from the investment of amounts on hand in the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient to meet the requirements of the
Bond Fund,the City Finance Director shall transfer to the Debt Service Account amounts on
hand in the Surplus Account to the extent necessary to cure such deficiency.
4.03. Imposition of Charges; Additional Bonds. The City hereby covenants and
agrees with the holders from time to time of the Bonds that so long as any of the Bonds are
outstanding,the City will impose and collect reasonable charges for the service,use and
availability of the Utilities to the City and its inhabitants according to schedules calculated to
produce net revenues which,will be sufficient to pay all principal and interest when due on the
Bonds and all other obligations payable from the net revenues of the Utilities. Net revenues of
the Utilities,to the extent necessary, are hereby irrevocably pledged and appropriated to the
payment of the principal of the Bonds and interest thereon;provided that nothing herein shall
preclude the City from hereafter making further pledges and appropriations of net revenues of
the Sewer and Water Utility or Storm Water Utility for the payment of additional obligations of
the City hereafter authorized if the City Council determines before the authorization of such
additional obligations that the estimated net revenues of the Utilities will be sufficient, together
with any other sources pledged to or projected to be used, for the payment of the principal of and
interest on the Bonds and paid therefrom and such additional obligations. Such further pledges
and appropriations of said net revenues may be made superior or subordinate to or on a parity
with the pledge and appropriation herein made, as to the application of net revenues received
from time to time.
4.04. Full Faith and Credit Pledged. The full faith and credit of the City are
irrevocably pledged for the prompt and full payment of the principal of and the interest on the
Bonds and any other obligations payable from the Bond Fund, as such principal and interest
comes due. If the money on hand in the Bond Fund should at any time be insufficient for the
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. payment of principal and interest then due, this City shall pay the principal and interest out of
any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient
money is available to the Bond Fund. If on October 1 in any year the sum of the balance in the
Bond Fund plus the available net revenues of the Utilities on hand and estimated to be received
or before the end of the following calendar year is not sufficient with any ad valorem taxes
heretofore levied in accordance with the provisions of this resolution,to pay when due all
principal and interest become due on all Bonds payable therefrom in said following calendar
year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a
direct,irrepealable, ad valorem tax shall be levied on all taxable property within the corporate
limits of the City for the purpose of restoring such accumulated or anticipated deficiency in an
amount at least 5%in excess of amount needed to make good the deficiency.
Section 5. Defeasance. When any Bond has been discharged as provided in this
Section 5, all pledges, covenants and other rights granted by this resolution to the holders of such
Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution.
The City may discharge its obligations with respect to any Bond which is due on any date by
irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due,the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued to the date of such deposit. The City may also at
any time discharge its obligations with respect to any Bonds, subject to the provisions of law
now or hereafter authorizing and regulating such action,by depositing irrevocably in escrow,
with a bank 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 times and at such rates and
maturing on such dates as shall be required,without reinvestment,to pay all principal and
interest to become due thereon to maturity or, if notice of redemption as herein required has been
duly provided for, to such earlier redemption date.
Section 6. County Auditor Registration, Certification of Proceedings, Investment
of Money,Arbitrage, Official Statement and Fees.
6.01. 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.
6.02. 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.
•
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• 6.03. Covenant. The City covenants and agrees with the holders from time to
time 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 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 such are enacted or promulgated and in effect on
the date of issue 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 subject to taxation under such Code and
Regulations. The Improvements are public improvements available for use by members of the
general public on a substantially equal basis. The City will not enter into any lease,use
agreement or other contract respecting the Improvements or security for the payment of the
Bonds which would cause the Bonds to be considered"private activity bonds"or"private loan
bonds"pursuant to Section 141 of the Code.
6.04. 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.
6.05. 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.
6.06. Official Statement. The Official Statement relating to the Bonds, dated
April 19, 2007,prepared and distributed on behalf of the City by Ehlers &Associates, Inc., is
hereby approved. Ehlers &Associates, Inc. is hereby authorized on behalf of the City to prepare
and distribute to the Purchaser a supplement to the Official Statement listing the offering price,
the interest rates, selling compensation, delivery date,the underwriters and such other
information relating to the Certificates required to be included in the Official Statement by Rule
15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934. Within seven business days from the date hereof,the City shall deliver to the Purchaser
a reasonable number of copies of the Official Statement and such supplement. The officers of
the City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission(the
"SEC")under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12),relating to
continuing disclosure (as in effect and interpreted from time to time,the"Rule"),which will
• enhance the marketability of the Bonds,the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
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t
• Outstanding Bonds. The City is the only"obligated person"in respect of the Bonds within the
meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made.
If the City fails to comply with any provisions of this Section 7, any person
aggrieved thereby, including the Owners of any Outstanding Bonds,may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and observance of
any agreement or covenant contained in this Section 7, including an action for a writ of
mandamus or specific performance. Direct, indirect, consequential and punitive damages shall
not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding
anything to the contrary contained herein, in no event shall a default under this Section 7
constitute a default under the Bonds or under any other provision of this resolution.
As used in this Section 7, "Owner"or`Bondowner"means, in respect of a Bond,
the registered owner or owners thereof appearing in the bond register maintained by the Registrar
or any"Beneficial Owner" (as hereinafter defined)thereof, if such Beneficial Owner provides to
the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein, `Beneficial Owner"means, in respect of a Bond,
any person or entity which(i)has the power, directly or indirectly,to vote or consent with
respect to, or to dispose of ownership of, such Bond(including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or(b) is treated as the owner of the
Bond for federal income tax purposes. As used herein, "Outstanding"when used as of any
particular time with reference to Bonds means all Bonds theretofore, or thereupon being,
• authenticated and delivered by the Registrar under this Resolution except(i)Bonds theretofore
canceled by the Registrar or surrendered to the Registrar for cancellation; (ii)Bonds with respect
to which the liability of the City has been discharged in accordance with Section 5 hereof; and
(iii)Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall
have been authenticated and delivered by the Registrar pursuant to this Resolution.
(b) Information To Be Disclosed. The City will provide, in the manner set forth
in subsection(c)hereof, either directly or indirectly through an agent designated by the City,the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2007 the following financial information
and operating data in respect of the City (the"Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year,
accompanied by the audit report and opinion of the accountant or government
auditor relating thereto, as permitted or required by the laws of the State of
Minnesota, containing balance sheets as of the end of such fiscal year and a
statement of operations, changes in fund balances and cash flows for the fiscal
year then ended, showing in comparative form such figures for the preceding
fiscal year of the City,prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board as modified
• in accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
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r
• 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 set forth below,which information may be
unaudited,but is to be certified as to accuracy and completeness in all material
respects by the City's financial officer to the best of his or her knowledge, which
certification may be based on the reliability of information obtained from
governmental or third party sources:
Most recent population estimate; City Property Valuations; Direct
Debt; City Tax Levies and Collections; Population Trend and
Employment/Unemployment
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 submitted to each of the repositories hereinafter referred to under subsection(b)or the SEC.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. 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 7 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.
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• (2) In a timely manner,notice of the occurrence of any of the following events
which is a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a"Material Fact"is a fact as to which a substantial likelihood exists that
a reasonably prudent investor would attach importance thereto in deciding to buy,hold or sell a
Bond or, if not disclosed,would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
• available to the public. Notwithstanding the foregoing sentence,a"Material Fact" is also an
event that would be deemed"material"for purposes of the purchase, holding or sale of a Bond
within the meaning of applicable federal securities laws, as interpreted at the time of discovery of
the occurrence of the event.
(3) In a timely manner,notice of the occurrence of any of the following events or
conditions:
(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 7 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 7
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. The City agrees to make available the information described
• in subsection(b)to the following entities by telecopy, overnight delivery,mail or other means, as
appropriate:
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(1) the information described in paragraph(1)of subsection(b), to each then nationally
recognized municipal securities information repository under the Rule and to any state
information depository then designated or operated by the State of Minnesota as contemplated by
the Rule (the "State Depository"), if any;
(2) the information described in paragraphs(2) and (3)of subsection(b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection (b),to any rating agency then maintaining a
rating of the Bonds and, at the expense of such Bondowner,to any Bondowner who requests in
writing such information, at the time of transmission under paragraphs (1) or(2)of this
subsection(c), as the case may be, or,if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the
City under this Section 7 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 7 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 7 (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 the City
Council filed in the office of the City Clerk 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) of the Rule;
(ii) this Section 7 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 clause(i)(a) and assuming that the Rule as in effect
and interpreted at the time of the amendment or supplement was in effect at the time of the
primary offering; and(iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
• operating data being provided hereunder.
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M �
• (3) This Section 7 is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5)of the
Rule.
Section 8. Authorization of Payment of Certain Costs of Issuance of the Bonds.
The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the
payment of issuance expenses to U.S. Bank&Trust Company,Minneapolis,Minnesota, on the
closing date for further distribution as directed by the City's financial advisor,Ehlers&
Associates, Inc.
Adopted this 1St day of May,2007.
James Hovland
Mayor
Attest: Debra Manen
City Clerk
• The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Swenson, and upon vote being taken thereon,the following voted in favor
thereof. Hovland,Masica, Swenson and Bennett;
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor
which signature was attested by the City Clerk.
•
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