HomeMy WebLinkAboutResolution No. 2007-056 Bond Sale Series 2007C $5,870,000 Perm Imp Fund • CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
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
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.
41
6
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
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
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.
41
6
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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]
•
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
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
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.
41
6
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
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.
41
6
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
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.
41
6
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
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
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.
41
6
(g) In the event of termination of the Book-Entry Only System,the City shall
have the right to terminate, and shall take all steps necessary to terminate, all arrangements with
the securities depository described herein, and thereafter shall issue,register ownership of,
transfer and exchange all Bonds as provided in Section 2.06. 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.
2.09. Form of Bonds. The Bonds shall be printed in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BOND, SERIES 2007C
No. R- $
• Rate Maturity Date of Original Issue CUSIP
February 1, May 24, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF EDINA, HENNEPIN COUNTY, MINNESOTA(the City), acknowledges
itself to be indebted and hereby promises to pay to the registered owner named above, or
registered assigns,the principal amount specified above on the maturity date specified above and
promises to pay interest thereon from the date of original issue specified above or from the most
recent Interest Payment Date(as hereinafter defined)to which interest has been paid or duly
provided for, at the annual rate specified above,payable on February 1 and August 1 of each
year, commencing February 1, 2008 (each such date, an Interest Payment Date), 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 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
7
(g) In the event of termination of the Book-Entry Only System,the City shall
have the right to terminate, and shall take all steps necessary to terminate, all arrangements with
the securities depository described herein, and thereafter shall issue,register ownership of,
transfer and exchange all Bonds as provided in Section 2.06. 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.
2.09. Form of Bonds. The Bonds shall be printed in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BOND, SERIES 2007C
No. R- $
• Rate Maturity Date of Original Issue CUSIP
February 1, May 24, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF EDINA, HENNEPIN COUNTY, MINNESOTA(the City), acknowledges
itself to be indebted and hereby promises to pay to the registered owner named above, or
registered assigns,the principal amount specified above on the maturity date specified above and
promises to pay interest thereon from the date of original issue specified above or from the most
recent Interest Payment Date(as hereinafter defined)to which interest has been paid or duly
provided for, at the annual rate specified above,payable on February 1 and August 1 of each
year, commencing February 1, 2008 (each such date, an Interest Payment Date), 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 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
7
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$5,870,000 issued
pursuant to a resolution adopted by the City Council on May 1, 2007 (the Resolution),to
maintain the Permanent Improvement Revolving Fund of the City, a permanent fund established
for the financing of local improvements for which special assessments may be levied against
property specially benefited thereby, and is issued pursuant to the charter of the City and in full
conformity with the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only in fully
registered form, in denominations of$5,000 or any integral multiple thereof, of single maturities.
Bonds maturing in 2014 and later years are each subject to redemption and prepayment at
the option of the City, in whole or in part,in such order as the City shall determine and,within a
maturity,by lot as selected by the Registrar(or, if applicable,by the bond depository in
accordance with its customary procedures)in multiples of$5,000, on February 1, 2013, and on
any date thereafter, at a price equal to the principal amount thereof plus interest accrued to the
date of redemption. The City will cause notice of the call for redemption to be published as
required by law and, at least thirty days prior to the designated redemption date,will cause notice
of the call thereof to be mailed by first class mail to the registered owner of any Bond to be
redeemed at the owner's address as it appears on the bond register maintained by the Registrar,
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. Official
• notice of redemption having been given as aforesaid,the Bonds or portions of Bonds 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 of Bonds shall cease to bear interest. Upon 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 Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will 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 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 Registrar shall be
affected by any notice to the contrary.
8
• 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 preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required;that prior to the
issuance hereof the City has levied or agreed to levy special assessments on property specially
benefited by the improvements financed by the Bonds and ad valorem taxes on all taxable
property within the City, collectible in the years and amounts required to produce sums not less
than five percent in excess of the principal of and interest on the Bonds as such principal and
interest respectively become due, and has appropriated such special assessments and ad valorem
taxes to the Revenue Account(the Revenue Account) of its Permanent Improvement Revolving
Fund previously established by the City; that, on or before each date the City is obligated to pay
principal of or interest on the Bonds, the City will transfer from its Revenue Account to a
separate General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
Bond Fund an amount sufficient for the payment of such principal and interest on such date; that
if necessary for payment of principal and interest, additional ad valorem taxes are required to be
levied upon all taxable property in the City,without limitation as to rate or amount; and that the
issuance of this Bond, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF,the City has caused this Bond to be executed on its behalf by
the facsimile signatures of the Mayor and City Manager.
CITY OF EDINA
City Manager Mayor
•
9
• 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 in common UTMA ............. as Custodian for ....................
(Cust) (Minor)
TEN ENT—as tenants by entireties under Uniform Transfers to Minors Act ..Stat
(State)
JT TEN—as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
the 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,
10
• CERTIFICATION OF MINUTES RELATING TO
$5,870,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BONDS, SERIES 2007C
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 18
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above,pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this Lti-L day of May, 2007.
1
i17b4l (Vit
Debra Mangen, City CJW
1 C
• It was reported that two 2 proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $5,870,000 General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2007C 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
• $5,970,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
CITY OF EDINA, MINNESOTA
SALE: May 1, 2007
AWARD: UBS INVESTMENT BANK
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
UBS INVESTMENT BANK 2010 3.600% 3.580% $5,957,693.50 $1,708,570.18 3.8794%
Dallas,Texas 2011 3.600% 3.600%
CRONIN &COMPANY, INC 2012 3.750% 3.610%
Minneapolis, Minnesota 2013 3.750% 3.630%
CITIGROUP 2014 3.750% 3.680%
Chicago, Illinois 2015 3.750% 3.730%
2016 3.750% 3.800%
2017 4.000% 3.850%
2018 4.000% 3.920%
2019 4.000% 4.000%
Pinn
CAPITAL MARKETS 2010 3.750% $5,937,576.95 $1,735,232.11 3.9498%
eapolis, Minnesota 2011 3.750%
2012 3.750%
2013 3.750%
2014 3.750%
2015 3.800%
2016 3.850%
2017 3.900%
2018 4.000%
2019 4.000%
"Subsequent to bid opening the issue size was decreased to$5,870,000 with the 2010 maturity decreased$5,000 to$505,000, the 2011
maturity decreased$25,000 to$525,000,the 2014 maturity decreased$5,000 to$595,000,the 2015 maturity decreased$10,000 to$615,000,
the 2016 maturity decreased$20,000 to$635,000,the 2017 maturity decreased$10,000 to$670,000,the 2018 maturity decreased$20,000
to$660,000 and the 2019 maturity decreased$15,000 to$535,000 in maturity value.
Adjusted Price-$5,858,042.95
Adjusted Net Interest Cost-$1,675,661.21
Adjusted TIC-3.8785%
EH 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
i
Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2007-56
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,870,000 GENERAL
OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the"City"), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to Resolution No. 2005-70, adopted on August 16,2005,
the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a designated as the Permanent Improvement Revolving Fund, and established
certain accounts within such Permanent Improvement Revolving Fund. The City Council hereby
determines that it is in the best interest of the City to issue its$5,870,000 principal amount of
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C (the
"Bonds")to finance from the Permanent Improvement Revolving Fund the cost of various
• municipal improvements, including six street reconstruction projects (Creston Hills,Woodhill,
Southdale Road, 70th Street from France to York, Concord Avenue and Todd Park) and one
watermain rehabilitation(Nine Mile Village) (together,the "Projects")pursuant to Minnesota
Statutes, Chapters 429 and 475.
1.02. Sale. 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,two 2 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 UBS Securities, LLC, of Dallas, Texas (the"Purchaser"),to purchase
the Bonds at a price of$5,858,042.95, the Bonds to bear interest at the rates set forth in Section
2.02.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be deposited by the City until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement.
• SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates;Denominations and Payment. The Bonds shall be dated
originally as of May 24, 2007, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid or duly called for redemption
at the respective annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2010 $505,000 3.60% 2015 $615,000 3.75%
2011 525,000 3.60% 2016 635,000 3.75%
2012 555,000 3.75% 2017 670,000 4.00%
2013 575,000 3.75% 2018 660,000 4.00%
2014 595,000 3.75% 2019 535,000 4.00%
The Bonds shall be issuable only in fully registered form. 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 described herein;
provided that, so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof,in accordance with Section 2.08 hereof,principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing February 1, 2008,
each such date being referred to herein as an Interest Payment Date,to the person in whose
names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date,whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. Bonds maturing in the years 2010 through 2013 are payable on their
respective stated maturity dates without option of prior payment,but Bonds maturing in 2014
and thereafter are each subject to redemption, at the option of the Issuer 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, 2013 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.
2
• At least thirty days prior to the date set for redemption of any Bond,the Issuer
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 Issuer 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.
2.05. Appointment of Initial Registrar. 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. On or before each principal or
interest due date,without further order of this Council,the Finance Director shall transmit to the
Registrar from the General Obligation Permanent Improvement Revolving Fund Bonds, Series
2007C Debt Service Account described in Section 4 hereof,moneys sufficient for the payment of
all principal and interest then due.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust 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 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
3
. after the fifteenth day of the month preceding each Interest Payment Date and until such
Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
• owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost,the Registrar shall deliver a new Bond of like
amount,number,maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and,in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to 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 canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost 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.
•
4
(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.
2.07. Execution,Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager,provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes,the same as if he or she had remained in office until delivery. Notwithstanding such
execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated,the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(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 2.08, 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.
5
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
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.
41
6
(g) In the event of termination of the Book-Entry Only System,the City shall
have the right to terminate, and shall take all steps necessary to terminate, all arrangements with
the securities depository described herein, and thereafter shall issue,register ownership of,
transfer and exchange all Bonds as provided in Section 2.06. 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.
2.09. Form of Bonds. The Bonds shall be printed in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BOND, SERIES 2007C
No. R- $
• Rate Maturity Date of Original Issue CUSIP
February 1, May 24, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF EDINA, HENNEPIN COUNTY, MINNESOTA(the City), acknowledges
itself to be indebted and hereby promises to pay to the registered owner named above, or
registered assigns,the principal amount specified above on the maturity date specified above and
promises to pay interest thereon from the date of original issue specified above or from the most
recent Interest Payment Date(as hereinafter defined)to which interest has been paid or duly
provided for, at the annual rate specified above,payable on February 1 and August 1 of each
year, commencing February 1, 2008 (each such date, an Interest Payment Date), 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 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
7
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$5,870,000 issued
pursuant to a resolution adopted by the City Council on May 1, 2007 (the Resolution),to
maintain the Permanent Improvement Revolving Fund of the City, a permanent fund established
for the financing of local improvements for which special assessments may be levied against
property specially benefited thereby, and is issued pursuant to the charter of the City and in full
conformity with the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only in fully
registered form, in denominations of$5,000 or any integral multiple thereof, of single maturities.
Bonds maturing in 2014 and later years are each subject to redemption and prepayment at
the option of the City, in whole or in part,in such order as the City shall determine and,within a
maturity,by lot as selected by the Registrar(or, if applicable,by the bond depository in
accordance with its customary procedures)in multiples of$5,000, on February 1, 2013, and on
any date thereafter, at a price equal to the principal amount thereof plus interest accrued to the
date of redemption. The City will cause notice of the call for redemption to be published as
required by law and, at least thirty days prior to the designated redemption date,will cause notice
of the call thereof to be mailed by first class mail to the registered owner of any Bond to be
redeemed at the owner's address as it appears on the bond register maintained by the Registrar,
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. Official
• notice of redemption having been given as aforesaid,the Bonds or portions of Bonds 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 of Bonds shall cease to bear interest. Upon 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 Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will 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 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 Registrar shall be
affected by any notice to the contrary.
8
• 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 preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required;that prior to the
issuance hereof the City has levied or agreed to levy special assessments on property specially
benefited by the improvements financed by the Bonds and ad valorem taxes on all taxable
property within the City, collectible in the years and amounts required to produce sums not less
than five percent in excess of the principal of and interest on the Bonds as such principal and
interest respectively become due, and has appropriated such special assessments and ad valorem
taxes to the Revenue Account(the Revenue Account) of its Permanent Improvement Revolving
Fund previously established by the City; that, on or before each date the City is obligated to pay
principal of or interest on the Bonds, the City will transfer from its Revenue Account to a
separate General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007C
Bond Fund an amount sufficient for the payment of such principal and interest on such date; that
if necessary for payment of principal and interest, additional ad valorem taxes are required to be
levied upon all taxable property in the City,without limitation as to rate or amount; and that the
issuance of this Bond, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF,the City has caused this Bond to be executed on its behalf by
the facsimile signatures of the Mayor and City Manager.
CITY OF EDINA
City Manager Mayor
•
9
• 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 in common UTMA ............. as Custodian for ....................
(Cust) (Minor)
TEN ENT—as tenants by entireties under Uniform Transfers to Minors Act ..Stat
(State)
JT TEN—as joint tenants with right
of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
the 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,
10
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. USE OF PROCEEDS. The proceeds of the Bonds received by the City shall be
deposited in the Series 2007C Construction Fund established in Section 4 hereof and used to pay
costs of the Projects or such other Improvements as the Council may designate.
SECTION 4. CONSTRUCTION FUND. The City hereby establishes as a special subaccount in
the Construction Fund of the Permanent Improvement Revolving Fund the Permanent
Improvement Revolving Fund Series 2007C Construction Fund(the "Series 2007C Construction
Fund") as a separate bookkeeping account on its books and records. There shall be deposited
into the Series 2007C Construction Fund,when and as received,the amount specified in Section
3 hereof. There shall be established a separate account within the Series 2007C Construction
Fund to record expenditures for each Improvement. The moneys in the Series 2007C
Construction Fund will be disbursed by the City, in accordance with this Resolution and the
City's normal procedures, to pay(or reimburse the City for)the costs of the Projects, including
also the issuance costs of the Bonds. At such time as the Projects are completed the City shall
transfer any remaining balance in the Series 2007C Construction Fund as provided herein.
SECTION 5. GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C BOND FUND. So long as any of the Bonds are outstanding
and any principal of or interest thereon unpaid,the City shall maintain a separate debt service
fund on its official books and records to be known as the General Obligation Permanent
Improvement Revolving Fund Bonds, Series 2007C Bond Fund(the"Bond Fund")within the
Debt Service Account of the Permanent Improvement Revolving Fund (the"Debt Service
Account"), and the principal of and interest on the Bonds shall be payable from the Bond Fund.
The City irrevocably appropriates to the Bond Fund(a) any amount received from the Purchaser
in excess of the amount required by Section 3 hereof to be deposited in the Series 2007C
Construction Fund; (b) all moneys transferred with respect to the Bonds from other accounts
within the Permanent Improvement Revolving Fund to the Debt Service Account in accordance
with this Resolution; and(c) all other moneys as shall be appropriated by the City Council to the
Bond Fund from time to time. On the business day preceding each date on which principal of or
11
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. USE OF PROCEEDS. The proceeds of the Bonds received by the City shall be
deposited in the Series 2007C Construction Fund established in Section 4 hereof and used to pay
costs of the Projects or such other Improvements as the Council may designate.
SECTION 4. CONSTRUCTION FUND. The City hereby establishes as a special subaccount in
the Construction Fund of the Permanent Improvement Revolving Fund the Permanent
Improvement Revolving Fund Series 2007C Construction Fund(the "Series 2007C Construction
Fund") as a separate bookkeeping account on its books and records. There shall be deposited
into the Series 2007C Construction Fund,when and as received,the amount specified in Section
3 hereof. There shall be established a separate account within the Series 2007C Construction
Fund to record expenditures for each Improvement. The moneys in the Series 2007C
Construction Fund will be disbursed by the City, in accordance with this Resolution and the
City's normal procedures, to pay(or reimburse the City for)the costs of the Projects, including
also the issuance costs of the Bonds. At such time as the Projects are completed the City shall
transfer any remaining balance in the Series 2007C Construction Fund as provided herein.
SECTION 5. GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND BONDS, SERIES 2007C BOND FUND. So long as any of the Bonds are outstanding
and any principal of or interest thereon unpaid,the City shall maintain a separate debt service
fund on its official books and records to be known as the General Obligation Permanent
Improvement Revolving Fund Bonds, Series 2007C Bond Fund(the"Bond Fund")within the
Debt Service Account of the Permanent Improvement Revolving Fund (the"Debt Service
Account"), and the principal of and interest on the Bonds shall be payable from the Bond Fund.
The City irrevocably appropriates to the Bond Fund(a) any amount received from the Purchaser
in excess of the amount required by Section 3 hereof to be deposited in the Series 2007C
Construction Fund; (b) all moneys transferred with respect to the Bonds from other accounts
within the Permanent Improvement Revolving Fund to the Debt Service Account in accordance
with this Resolution; and(c) all other moneys as shall be appropriated by the City Council to the
Bond Fund from time to time. On the business day preceding each date on which principal of or
11
interest on the Bonds are to be paid by the City in accordance with this resolution,the City
Finance Director shall,without further direction by the Council,transfer from the Debt Service
Account in the Permanent Improvement Revolving Fund to the Bond Fund an amount sufficient
to pay such principal and interest. If the aggregate balance in the Bond Fund is at any time
insufficient to pay all interest and principal then due on all Bonds payable therefrom,the
payment shall be made from any fund of the City which is available for that purpose, subject to
reimbursement from the Permanent Improvement Revolving Fund when the balance therein is
sufficient, and the City Council covenants and agrees that it will each year levy a sufficient
amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,which
levy is not subject to any constitutional or statutory limitation.
SECTION 6. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the
payment of the cost of the Projects,the City has done or will do and perform all acts and things
necessary for the final and valid levy of special assessments in an amount not less than 20%of
the cost of each of the improvements financed by the Bonds. The City estimates it will levy
special assessments in the aggregate principal amount of$6,022,793. It is estimated that the
principal and interest on such special assessments will be levied and collected in the years and
amounts shown on Exhibit II attached hereto. In the event any such assessment shall at any time
be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in
any action or proceeding taken or to be taken by the City or by the City Council or by any of the
officers or employees of the City, either in the making of such assessment or in the performance
of any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do
• all such further things and take all such further proceedings as shall be required by law to make
such assessment a valid and binding lien upon said property. Collections of special assessments
shall be deposited into the Permanent Improvement Revolving Fund.
SECTION 7. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. It is
estimated that the special assessments to be levied as provided in Section 6 will be collected in
amounts not less than five percent in excess of the amounts needed to meet when due the
principal of and interest on the Bonds as required by Minnesota Statutes, Section 475.61.
Consequently,no ad valorem taxes are now levied to pay the Bonds or the interest to come due
thereon,pursuant to Minnesota Statutes, Section 469.178, subdivision 2.
SECTION 8. DEFEASANCE. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this Resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by 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, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they
are prepayable according to their terms,by depositing with the Registrar on or before that date an
amount equal to the principal, interest and redemption premium, if any,which are then due,
• provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
12
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 time and at such rates and
maturing or callable at the holder's option on such dates as shall be required to pay all principal,
interest and redemption premiums to become due thereon to maturity or earlier designated
redemption date.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration of Bonds. 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 additional information as the Auditor may require, and to obtain from the Auditor a
certificate that the Bonds have been duly entered upon the Auditor's bond register and the tax
required by law has been levied.
9.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds 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 in
their custody and control or as otherwise known to them, and all such certified copies, affidavits
and certificates, including any heretofore furnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
• 9.03. Official Statement. The Official Statement relating to the Bonds, dated April 19,
2007, and the supplement thereto,relating to the Bonds prepared and distributed by Ehlers &
Associates, Inc.,the financial advisor for the City, is hereby approved. Ehlers &Associates,
Inc., is hereby authorized on behalf of the City to prepare and distribute to the Purchaser within
seven business days from the date hereof, 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 Bonds required to be included in the Official Statement by Rule
15c2-12 adopted by the Securities and Exchange Commission(the"SEC")under the Securities
Exchange Act of 1934. 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.
9.04. Authorization of Payment of Certain Costs of Issuance of the Bonds.
Authorization of Payment of Certain Costs of Issuance of the Bonds. The Issuer authorizes the
Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance
expenses to Resource Bank&Trust Company,Minneapolis,Minnesota, on the closing date for
further distribution as directed by the City's financial advisor, Ehlers &Associates, Inc.
SECTION 10. TAX COVENANTS, ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
• 10.01. General Tax Covenant. The City covenants and agrees with the registered owners
of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or
13
. agents, any action which would cause the interest payable on the Bonds to become subject to
taxation under the Internal Revenue Code of 1986, as amended (the"Code") and Regulations
promulgated thereunder(the "Regulations") as are enacted or promulgated and in effect on the
date of issuance of the Bonds, and covenants to take any and all actions within its powers to
ensure that the interest on the Bonds will not become includable in gross income of the recipient
under the Code and the Regulations. The Projects financed by the Bonds shall at all times during
the term of the Bonds be owned and maintained by the City as part of its infrastructure and the
City shall not enter into any lease,use agreement,management agreement, capacity agreement or
other agreement or contract with any nongovernmental person relating to the use of the Projects,
or any of them, or security for the payment of the Bonds which might cause the Bonds to be
considered"private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code.
10.02. Arbitrage Certification. The Mayor and 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 certificate in accordance with
the provisions of Section 148 of the Code, and applicable 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.
10.03. 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.
• 10.04. 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
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 10.04, 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 10.04, 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 10.04
constitute a default under the Bonds or under any other provision of this resolution.
14
. As used in this Section 10.04, "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
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
15
• 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 10.04 is amended as permitted by
this paragraph(b)(1) or subsection(d),then the City shall include in the next Disclosure
Information to be delivered hereunder,to the extent necessary, an explanation of the reasons for
the amendment and the effect of any change in the type of financial information or operating data
provided.
(2) In a timely manner,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;
16
• (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 10.04 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 10.04
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:
(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
17
• 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 10.04 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the
City under this Section 10.04 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 10.04 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 10.04 (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 10.04 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.
(3) This Section 10.04 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.
Adopted this 1St day of May, 2007.
•
18
•
James Hovland
Mayor
Attest: Debra Mang_ en
Clerk
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 the resolution was declared duly passed and adopted.
•
•
19
Tax Levy CaObn For. • • Y
City of Edina,Minnesota
$5,870,000 General Obligation Permanent Improvement Revolving Fund Bonds,Series 2007C
Dated Date:5/24/2007
(2) (3) (4) (5) (6) (7) (8) (9)
Levy Collect Pay Total Funds P 811 Less: Less: Less: Less: Less: Less: Less: Net
Year Year Year P&I Available(1) x 105% Spec Assmts Spec Assmts Spec Assmts Spec Assmts Spec Assmts Spec Assmts Spec Assmts Levy
2006 / 2007 / 2008 153,169.16 125,596.99 28,950.78 32,344.90 -3,394.12
2007 / 2008 / 2009 223,242.50 49,113.35 182,835.61 152,531.34 32,344.90 -2,040.63
2008 / 2009 / 2010 728,242.50 764,654.63 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -32,192.24
2009 / 2010 / 2011 730,062.50 766,565.63 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -30,281.24
2010 / 2011 / 2012 741,162.50 778,220.63 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -18,626.24
2011 / 2012 / 2013 740,350.00 777,367.50 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -19,479.36
2012 / 2013 / 2014 738,787.50 775,726.88 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -21,119.99
2013 / 2014 / 2015 736,475.00 773,298.75 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -23,548.11
2014 / 2015 / 2016 733,412.50 770,083.13 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -26,763.74
2015 / 2016 / 2017 744,600.00 781,830.00 152,531.34 32,344.90 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -15,016.86
2016 / 2017 / 2018 707,800.00 743,190.00 152,531.34 171,949.44 146,886.17 80,469.64 17,124.44 195,540.94 -21,311.97
2017 / 2018 / 2019 556,400.00 584,220.00 171,949.44 146,866.17 80,469.64 17,124.44 195,540.94 -27,730.63
Totals 7,533,704.16 174,710.34 7,726,943.51 1,525,313.37 323,449.01 1,719,494.38 -24150514
(1) The following funds are available to pay a portion of the principal and interest payments due February 1,2008 through August 1,2008:
(this amount includes estimated interest eamings)
Capitalized Interest: $174,710.34
(2) Projected special assessment revenue based on$1,155,259 assessed at 5.40%(2006 BA332-Creston Hills).
(3) Projected special assessment revenue based on$232,522 assessed at 6.50%(200-WM45 1-Nine Mile Village).
(4) Projected special assessment revenue based on$1,302,330 assessed at 5.40%(2007 BA337-Woodhill).
(5) Projected special assessment revenue based on$1,112,503 assessed at 5.40%(2007 BA338-Southdale Road).
(6) Projected special assessment revenue based on$609,470 assessed at 5.40%(2007 BA336-70th Street France to York).
(7) Projected special assessment revenue based on$129,699 assessed at 5.40%(2007 BA331-Concord Avenue).
(8) Projected special assessment revenue based on$1,481,010 assessed at 5.40%(2007 BA340-Todd Park).
(9) Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments.
FREERS
i ASSOCIATES INC