HomeMy WebLinkAboutResolution No. 2003-020 $1,540,000 GO Equipment Certifies Series 2003A Bonds RESOLUTION NO. 2003-20
CERTIFICATION OF MINUTES RELATING TO
$1,540,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES, SERIES 2003A
Issuer: City of Edina, Minnesota
Governing body: City Council
Kind, date,time and place of meeting: A regular meeting held on February 18, 2003, at
7:00 o'clock P.M., at the Edina City Hall.
Members present: Scot Housh,James Hovland,Michael Kelly,Linda Masica
Members absent: Dennis Maetzold
Documents attached:
Minutes of said meeting including (pages) 1 through 18:
RESOLUTION RELATING TO $1,540,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES, SERIES 2003A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS,AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND
LEVYING AD VALOREM TAXES FOR THE PAYMENT
THEREOF
I,the undersigned, being the duly qualified and acting recording officer of the
public corporation issuing the obligations referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully compared with the original
records of the corporation in my legal custody, from which they have been transcribed; that the
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of the corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at the meeting, insofar as they relate
to the obligations; and that the meeting was duly held by the governing body at the time and
place and was attended throughout by the members indicated above,pursuant to call and notice
given as required by law.
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WITNESS my hand officially as such recording officer thisS day of February, 2003.
Debra Mangen, City Cler
It was reported that ten(10)proposals had been received prior to 12:00 Noon,
Central Time today for the purchase of$1,540,000 General Obligation Equipment Certificates,
Series 2003A in accordance with the Official Statement distributed by the City to potential
purchasers of the Certificates. The proposals have been read and tabulated, and the terms of each
have been determined to be as follows:
Name of Interest
Bidder Bid for Principal Rates Net Interest Cost
[See Attached]
BID TABULATION
$1,540,000 General Obligation Equipment Certificates of Indebtedness, Series 2003A
CITY OF EDINA, MINNESOTA
SALE: February 18, 2003
AWARD: U.S. BANCORP PIPER JAFFRAY
RATING: Moody's Investors Service"Aaa" BBI:4.83%
Standard & Poor's "AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
U.S. BANCORP PIPER JAFFRAY 2004 2.000% 1.050% $1,550,302.60 $58,480.73 1.7659%
Minneapolis, Minnesota 2005 2.000% 1.150%
WELLS FARGO BROKERAGE SERVICES LLC 2006 2.000% 1.550%
Minneapolis, Minnesota 2007 2.000% 2.000%
2008 2.400% 2.400%
ONIN &COMPANY, INC. 2004 2.000% $1,555,642.10 $60,405.82 1.8158%
Minneapolis, Minnesota 2005 2.000%
2006 2.000%
2007 2.500%
2008 3.000%
HARRIS TRUST&SAVINGS BANK 2004 1.300% $1,535,460.00 $61,821.11 1.8768%
Chicago, Illinois 2005 1.300%
First Tennessee Capital Markets 2006 1.700%
Isaak Bond Investments Inc. 2007 2.125%
The Bankers Bank 2008 2.400%
Axelrod Associates, Inc.
LEGG MASON WOOD WALKER, INC. 2004 2.000% $1,547,564.95 $62,523.80 1.8900%
Minneapolis, Minnesota 2005 2.000%
2006 2.000%
2007 2.100%
2008 2.500%
COMMERCE BANK, N.A. 2004 2.000% $1,546,505.35 $63,214.65 1.9122%
Kansas City, Missouri 2005 2.000%
2006 2.000%
2007 2.100%
2008 2.450%
lB BANK, N.A. 2004 1.200% $1,536,211.60 $63,099.23 1.9148%
nsas City, Missouri 2005 1.450%
2006 1.800%
2007 2.150%
2008 2.450%
L E A D E R S I N P U B L I C F I N A N C E
E H L E R S 3060 Centre Point Drive, Roseville, MN 55113-1105
651.697.8500 fax 651.697.8555 www.ehiers-inc.com
& ASSOC IATES IN C Offices in Roseville, MN, Brookfield, WI and Naperville, IL
$1,540,000 General Obligation Equipment Certificates of Indebtedness,Series 2003A 2
City of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MILLER JOHNSON STEICHEN KINNARD 2004 2.000% $1,546,184.00 $63,336.83 1.9162%
INVESTMENT SECURITIES, INC. 2005 2.000%
Minneapolis, Minnesota 2006 2.000%
2007 2.000%
2008 2.500%
RBC DAIN RAUSCHER INC. 2004 1.500% $1,541,136.40 $63,795.06 1.9327%
Minneapolis, Minnesota 2005 1.750%
2006 2.000%
2007 2.100%
2008 2.500%
WACHOVIA BANK, NATIONAL ASSOCIATION 2004 2.000% $1,551,485.20 $64,562.72 1.9450%
Charlotte, North Carolina 2005 2.000%
2006 2.000%
2007 2.500%
2008 3.000%
GRIFFIN, KUBIK, STEPHENS&THOMPSON, 2004 2.000% $1,546,655.60 $65,342.32 1.971$
INC. 2005 2.000%
Chicago, Illinois 2006 2.250%
2007 2.250%
2008 2.500%
Councilmember Masica then introduced the following resolution and moved its
adoption:
RESOLUTION RELATING TO $1,540,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES, SERIES 2003A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS, AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND
LEVYING AD VALOREM TAXES FOR THE PAYMENT
THEREOF
BE IT RESOLVED by the City Council (the "Council") of the City of Edina,
Minnesota(the City), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council has heretofore determined that it is necessary
and expedient for the City to issue and sell its General Obligation Equipment Certificates, Series
2003A in the principal amount of$1,540,000,to finance the purchase of equipment for
installation in the City's new municipal facilities and other capital equipment having at least a
5-year useful life pursuant to Minnesota Statutes, Section 412.301. The obligations shall be
general obligation negotiable securities denominated General Obligation Equipment Certificates,
Series 2003A, issued in the aggregate principal amount of$1,540,000 (the "Certificates"). The
principal amount of the Certificates does not exceed 0.25 percent of the market value of taxable
property in the City.
1.02. Sale of the Certificates. The City has retained Ehlers&Associates, Inc., an
independent financial advisor, to assist the City in connection with the sale of the Certificates.
The Certificates 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 Certificates,
ten(10)proposals for the purchase of the Certificates were received at or before the time
specified for receipt of bids. The proposals have been publicly read and considered, and the
purchase price, interest rates and net interest cost under the terms of each bid have been
determined. The most favorable proposal received is that of U.S. Bancorp Piper Jaffray Inc., of
Minneapolis, Minnesota(the "Purchaser"), to purchase the Certificates at a price of
$1,550,302.60,the Certificates to bear interest at the rates set forth in Section 3.01. The proposal
is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to
execute a contract on the part of the City for the sale of the Certificates with the Purchaser. The
good faith checks of the unsuccessful bidders shall be returned forthwith.
is
1.03. Issuance of Certificates. 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 Certificates having been done, existing,
having happened and having been performed, it is now necessary for this Council to establish the
form and terms of the Certificates,to provide security therefor and to issue the Certificates
forthwith.
Section 2. Form of Certificates. The Certificates shall be prepared in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION EQUIPMENT CERTIFICATE,
SERIES 2003A
R- $
Date of
Rate Maturity Original Issue CUSIP
February 1, March 1, 2003
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota(the "City"), acknowledges
itself to be indebted and, for value received,hereby promises to pay to the registered owner
named above,the principal amount specified above, on the maturity date set forth above, without
option of prior payment, with interest thereon from the date of original issue set forth above, at
the annual rate set forth above computed on the basis of a 360-day year consisting of twelve 30-
day months, on February 1 and August 1 in each year, commencing August 1, 2003,to the
person in whose name this Certificate is registered at the close of business on the 15th day
(whether or not a business day) of the immediately preceding month. 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 of U.S. Bank National Association, in St. Paul,
Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its
successor designated under the Resolution described herein.
This Certificate is one of an issue in the aggregate principal amount of$1,540,000
(the "Certificates"), issued pursuant to a resolution adopted by the City Council on February 18,
2003 (the "Resolution")to finance the purchase of equipment for installation in the City's new
municipal facilities and other capital equipment by the City, and is issued pursuant to and in full
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conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. For the full and
prompt payment of the principal and interest on the Certificates as the same become due, the full
faith, credit and taxing power of the City have been and are irrevocably pledged. The
Certificates are issuable only as fully registered certificates, in denominations of$5,000 or any
multiple thereof, of single maturities. The Certificates are payable on their respective stated
maturity dates without option of prior payment.
The Certificates have been designated by the City as "qualified tax-exempt
obligations"pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein,
this Certificate is transferable upon the books of the City at the principal office of the Certificate
Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing
upon surrender hereof together with a written instrument of transfer satisfactory to the Certificate
Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in
exchange for Certificates of other authorized denominations. Upon such transfer or exchange,
the City will cause a new Certificate or Certificates 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 Certificate Registrar may deem and treat the person in whose
name this Certificate is registered as the absolute owner hereof,whether this Certificate is
overdue or not, for the purpose of receiving payment and for all other purposes, and neither the
City nor the Certificate Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done,to exist,to happen and to be performed precedent to and in the issuance of this
Certificate in order to make it a valid and binding general obligation of the City according to its
terms have been done, do exist, have happened and have been performed in regular and due form
as so required; that prior to the issuance hereof,the City has levied ad valorem taxes upon 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 Certificates as such
principal and interest respectively become due, and has appropriated the same to the sinking fund
in the manner specified in Minnesota Statutes, Section 475.61; that, in the event of any
accumulated or anticipated deficiency in the sinking fund, additional ad valorem taxes are
required by law to be levied upon all taxable property in the City without limitation as to rate or
amount; and that the issuance of this Certificate does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation.
This Certificate 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 Certificate Registrar by manual signature of one of the
authorized representatives of the Certificate Registrar.
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IN WITNESS WHEREOF,the City of Edina, Hennepin County, State of
Minnesota, by its City Council, has caused this Certificate to be executed by the Mayor and the
City Manager and has caused this Certificate to be dated as of the date set forth below.
CITY OF EDINA
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to the Resolution mentioned
within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION
St. Paul, Minnesota, as Certificate Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full according to the applicable
laws or regulations:
TEN COM—as tenants UNIF TRANS MIN ACT. . . . . . . Custodian . . . . . .
in common (Cust) (Minor)
TEN ENT—as tenants under Uniform Transfers to Minors
by the entireties Act. . . . . . . . . . . . . . .
(State)
JT TEN—as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used.
s
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto the
within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney
to transfer the within Certificate 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 to this assignment
OF ASSIGNEE: must correspond with the name as it appears
upon the face of the within Certificate in
every particular, without alteration or
enlargement or any change whatsoever.
Signature(s)must be guaranteed by an"eligible
guarantor institution"meeting the requirements of
the Certificate 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 Certificate 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. Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Certificates.
The City shall forthwith issue and deliver the Certificates,which shall be denominated "General
Obligation Equipment Certificates, Series 2003A" and shall be payable primarily from the
Sinking Fund created in Section 4.01 hereof. The Certificates shall be dated initially as of
March 1, 2003, shall be issuable in the denomination of$5,000 each or any integral multiple
thereof, shall mature on February 1 in the years and amounts set forth below, without option of
prior payment, and Certificates maturing in such years and amounts shall bear interest from date
of issue until paid at the rates per annum shown opposite such years and amounts as follows:
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Year Amount Rate
2004 $545,000 2.00%
2005 555,000 2.00
2006 145,000 2.00
2007 145,000 2.00
2008 150,000 2.40
The Certificates shall be issuable only in fully registered form of single
maturities. The interest thereon and,upon surrender of each Certificate at the principal office of
the Registrar described herein, the principal amount thereof, shall be payable by check or draft
issued by the Registrar. Each Certificate shall be dated by the Registrar as of the date of
authentication
3.02. Interest Payment Dates. Interest on the Certificates shall be payable on
February 1 and August 1 in each year, commencing August 1, 2003 to the owners thereof as such
appear of record as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day. Interest on the Certificates shall be computed
on the basis of a 360-day year consisting of twelve 30-day months and will be rounded pursuant
to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent(the Registrar). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) 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 Certificates and the registration of transfers and exchanges of Certificates
entitled to be registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender to the Registrar for transfer
of any Certificate 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 Certificates of a like aggregate principal
amount and maturity, as requested by the transferor. The Registrar may, however, close
the books for registration of any transfer after the fifteenth day of the month preceding
each interest payment date and until such interest payment date.
(c) Exchange of Certificates. Whenever any Certificate is surrendered by
the registered owner for exchange,the Registrar shall authenticate and deliver one or
more new Certificates of a like aggregate principal amount and maturity, as requested by
the registered owner or the owner's attorney duly authorized in writing.
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RESOLUTION NO. 2003-20
CERTIFICATION OF MINUTES RELATING TO
$1,540,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES, SERIES 2003A
Issuer: City of Edina, Minnesota
Governing body: City Council
Kind, date,time and place of meeting: A regular meeting held on February 18, 2003, at
7:00 o'clock P.M., at the Edina City Hall.
Members present: Scot Housh,James Hovland,Michael Kelly,Linda Masica
Members absent: Dennis Maetzold
Documents attached:
Minutes of said meeting including (pages) 1 through 18:
RESOLUTION RELATING TO $1,540,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES, SERIES 2003A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS,AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND
LEVYING AD VALOREM TAXES FOR THE PAYMENT
THEREOF
I,the undersigned, being the duly qualified and acting recording officer of the
public corporation issuing the obligations referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully compared with the original
records of the corporation in my legal custody, from which they have been transcribed; that the
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of the corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at the meeting, insofar as they relate
to the obligations; and that the meeting was duly held by the governing body at the time and
place and was attended throughout by the members indicated above,pursuant to call and notice
given as required by law.
,jA
WITNESS my hand officially as such recording officer thisS day of February, 2003.
Debra Mangen, City Cler
It was reported that ten(10)proposals had been received prior to 12:00 Noon,
Central Time today for the purchase of$1,540,000 General Obligation Equipment Certificates,
Series 2003A in accordance with the Official Statement distributed by the City to potential
purchasers of the Certificates. The proposals have been read and tabulated, and the terms of each
have been determined to be as follows:
Name of Interest
Bidder Bid for Principal Rates Net Interest Cost
[See Attached]
BID TABULATION
$1,540,000 General Obligation Equipment Certificates of Indebtedness, Series 2003A
CITY OF EDINA, MINNESOTA
SALE: February 18, 2003
AWARD: U.S. BANCORP PIPER JAFFRAY
RATING: Moody's Investors Service"Aaa" BBI:4.83%
Standard & Poor's "AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
U.S. BANCORP PIPER JAFFRAY 2004 2.000% 1.050% $1,550,302.60 $58,480.73 1.7659%
Minneapolis, Minnesota 2005 2.000% 1.150%
WELLS FARGO BROKERAGE SERVICES LLC 2006 2.000% 1.550%
Minneapolis, Minnesota 2007 2.000% 2.000%
2008 2.400% 2.400%
ONIN &COMPANY, INC. 2004 2.000% $1,555,642.10 $60,405.82 1.8158%
Minneapolis, Minnesota 2005 2.000%
2006 2.000%
2007 2.500%
2008 3.000%
HARRIS TRUST&SAVINGS BANK 2004 1.300% $1,535,460.00 $61,821.11 1.8768%
Chicago, Illinois 2005 1.300%
First Tennessee Capital Markets 2006 1.700%
Isaak Bond Investments Inc. 2007 2.125%
The Bankers Bank 2008 2.400%
Axelrod Associates, Inc.
LEGG MASON WOOD WALKER, INC. 2004 2.000% $1,547,564.95 $62,523.80 1.8900%
Minneapolis, Minnesota 2005 2.000%
2006 2.000%
2007 2.100%
2008 2.500%
COMMERCE BANK, N.A. 2004 2.000% $1,546,505.35 $63,214.65 1.9122%
Kansas City, Missouri 2005 2.000%
2006 2.000%
2007 2.100%
2008 2.450%
lB BANK, N.A. 2004 1.200% $1,536,211.60 $63,099.23 1.9148%
nsas City, Missouri 2005 1.450%
2006 1.800%
2007 2.150%
2008 2.450%
L E A D E R S I N P U B L I C F I N A N C E
E H L E R S 3060 Centre Point Drive, Roseville, MN 55113-1105
651.697.8500 fax 651.697.8555 www.ehiers-inc.com
& ASSOC IATES IN C Offices in Roseville, MN, Brookfield, WI and Naperville, IL
$1,540,000 General Obligation Equipment Certificates of Indebtedness,Series 2003A 2
City of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MILLER JOHNSON STEICHEN KINNARD 2004 2.000% $1,546,184.00 $63,336.83 1.9162%
INVESTMENT SECURITIES, INC. 2005 2.000%
Minneapolis, Minnesota 2006 2.000%
2007 2.000%
2008 2.500%
RBC DAIN RAUSCHER INC. 2004 1.500% $1,541,136.40 $63,795.06 1.9327%
Minneapolis, Minnesota 2005 1.750%
2006 2.000%
2007 2.100%
2008 2.500%
WACHOVIA BANK, NATIONAL ASSOCIATION 2004 2.000% $1,551,485.20 $64,562.72 1.9450%
Charlotte, North Carolina 2005 2.000%
2006 2.000%
2007 2.500%
2008 3.000%
GRIFFIN, KUBIK, STEPHENS&THOMPSON, 2004 2.000% $1,546,655.60 $65,342.32 1.971$
INC. 2005 2.000%
Chicago, Illinois 2006 2.250%
2007 2.250%
2008 2.500%
Councilmember Masica then introduced the following resolution and moved its
adoption:
RESOLUTION RELATING TO $1,540,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES, SERIES 2003A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS, AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND
LEVYING AD VALOREM TAXES FOR THE PAYMENT
THEREOF
BE IT RESOLVED by the City Council (the "Council") of the City of Edina,
Minnesota(the City), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council has heretofore determined that it is necessary
and expedient for the City to issue and sell its General Obligation Equipment Certificates, Series
2003A in the principal amount of$1,540,000,to finance the purchase of equipment for
installation in the City's new municipal facilities and other capital equipment having at least a
5-year useful life pursuant to Minnesota Statutes, Section 412.301. The obligations shall be
general obligation negotiable securities denominated General Obligation Equipment Certificates,
Series 2003A, issued in the aggregate principal amount of$1,540,000 (the "Certificates"). The
principal amount of the Certificates does not exceed 0.25 percent of the market value of taxable
property in the City.
1.02. Sale of the Certificates. The City has retained Ehlers&Associates, Inc., an
independent financial advisor, to assist the City in connection with the sale of the Certificates.
The Certificates 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 Certificates,
ten(10)proposals for the purchase of the Certificates were received at or before the time
specified for receipt of bids. The proposals have been publicly read and considered, and the
purchase price, interest rates and net interest cost under the terms of each bid have been
determined. The most favorable proposal received is that of U.S. Bancorp Piper Jaffray Inc., of
Minneapolis, Minnesota(the "Purchaser"), to purchase the Certificates at a price of
$1,550,302.60,the Certificates to bear interest at the rates set forth in Section 3.01. The proposal
is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to
execute a contract on the part of the City for the sale of the Certificates with the Purchaser. The
good faith checks of the unsuccessful bidders shall be returned forthwith.
is
1.03. Issuance of Certificates. 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 Certificates having been done, existing,
having happened and having been performed, it is now necessary for this Council to establish the
form and terms of the Certificates,to provide security therefor and to issue the Certificates
forthwith.
Section 2. Form of Certificates. The Certificates shall be prepared in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION EQUIPMENT CERTIFICATE,
SERIES 2003A
R- $
Date of
Rate Maturity Original Issue CUSIP
February 1, March 1, 2003
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota(the "City"), acknowledges
itself to be indebted and, for value received,hereby promises to pay to the registered owner
named above,the principal amount specified above, on the maturity date set forth above, without
option of prior payment, with interest thereon from the date of original issue set forth above, at
the annual rate set forth above computed on the basis of a 360-day year consisting of twelve 30-
day months, on February 1 and August 1 in each year, commencing August 1, 2003,to the
person in whose name this Certificate is registered at the close of business on the 15th day
(whether or not a business day) of the immediately preceding month. 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 of U.S. Bank National Association, in St. Paul,
Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its
successor designated under the Resolution described herein.
This Certificate is one of an issue in the aggregate principal amount of$1,540,000
(the "Certificates"), issued pursuant to a resolution adopted by the City Council on February 18,
2003 (the "Resolution")to finance the purchase of equipment for installation in the City's new
municipal facilities and other capital equipment by the City, and is issued pursuant to and in full
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conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. For the full and
prompt payment of the principal and interest on the Certificates as the same become due, the full
faith, credit and taxing power of the City have been and are irrevocably pledged. The
Certificates are issuable only as fully registered certificates, in denominations of$5,000 or any
multiple thereof, of single maturities. The Certificates are payable on their respective stated
maturity dates without option of prior payment.
The Certificates have been designated by the City as "qualified tax-exempt
obligations"pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein,
this Certificate is transferable upon the books of the City at the principal office of the Certificate
Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing
upon surrender hereof together with a written instrument of transfer satisfactory to the Certificate
Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in
exchange for Certificates of other authorized denominations. Upon such transfer or exchange,
the City will cause a new Certificate or Certificates 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 Certificate Registrar may deem and treat the person in whose
name this Certificate is registered as the absolute owner hereof,whether this Certificate is
overdue or not, for the purpose of receiving payment and for all other purposes, and neither the
City nor the Certificate Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done,to exist,to happen and to be performed precedent to and in the issuance of this
Certificate in order to make it a valid and binding general obligation of the City according to its
terms have been done, do exist, have happened and have been performed in regular and due form
as so required; that prior to the issuance hereof,the City has levied ad valorem taxes upon 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 Certificates as such
principal and interest respectively become due, and has appropriated the same to the sinking fund
in the manner specified in Minnesota Statutes, Section 475.61; that, in the event of any
accumulated or anticipated deficiency in the sinking fund, additional ad valorem taxes are
required by law to be levied upon all taxable property in the City without limitation as to rate or
amount; and that the issuance of this Certificate does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation.
This Certificate 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 Certificate Registrar by manual signature of one of the
authorized representatives of the Certificate Registrar.
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IN WITNESS WHEREOF,the City of Edina, Hennepin County, State of
Minnesota, by its City Council, has caused this Certificate to be executed by the Mayor and the
City Manager and has caused this Certificate to be dated as of the date set forth below.
CITY OF EDINA
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to the Resolution mentioned
within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION
St. Paul, Minnesota, as Certificate Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full according to the applicable
laws or regulations:
TEN COM—as tenants UNIF TRANS MIN ACT. . . . . . . Custodian . . . . . .
in common (Cust) (Minor)
TEN ENT—as tenants under Uniform Transfers to Minors
by the entireties Act. . . . . . . . . . . . . . .
(State)
JT TEN—as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used.
s
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto the
within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney
to transfer the within Certificate 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 to this assignment
OF ASSIGNEE: must correspond with the name as it appears
upon the face of the within Certificate in
every particular, without alteration or
enlargement or any change whatsoever.
Signature(s)must be guaranteed by an"eligible
guarantor institution"meeting the requirements of
the Certificate 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 Certificate 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. Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Certificates.
The City shall forthwith issue and deliver the Certificates,which shall be denominated "General
Obligation Equipment Certificates, Series 2003A" and shall be payable primarily from the
Sinking Fund created in Section 4.01 hereof. The Certificates shall be dated initially as of
March 1, 2003, shall be issuable in the denomination of$5,000 each or any integral multiple
thereof, shall mature on February 1 in the years and amounts set forth below, without option of
prior payment, and Certificates maturing in such years and amounts shall bear interest from date
of issue until paid at the rates per annum shown opposite such years and amounts as follows:
-5-
Year Amount Rate
2004 $545,000 2.00%
2005 555,000 2.00
2006 145,000 2.00
2007 145,000 2.00
2008 150,000 2.40
The Certificates shall be issuable only in fully registered form of single
maturities. The interest thereon and,upon surrender of each Certificate at the principal office of
the Registrar described herein, the principal amount thereof, shall be payable by check or draft
issued by the Registrar. Each Certificate shall be dated by the Registrar as of the date of
authentication
3.02. Interest Payment Dates. Interest on the Certificates shall be payable on
February 1 and August 1 in each year, commencing August 1, 2003 to the owners thereof as such
appear of record as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day. Interest on the Certificates shall be computed
on the basis of a 360-day year consisting of twelve 30-day months and will be rounded pursuant
to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent(the Registrar). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) 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 Certificates and the registration of transfers and exchanges of Certificates
entitled to be registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender to the Registrar for transfer
of any Certificate 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 Certificates of a like aggregate principal
amount and maturity, as requested by the transferor. The Registrar may, however, close
the books for registration of any transfer after the fifteenth day of the month preceding
each interest payment date and until such interest payment date.
(c) Exchange of Certificates. Whenever any Certificate is surrendered by
the registered owner for exchange,the Registrar shall authenticate and deliver one or
more new Certificates of a like aggregate principal amount and maturity, as requested by
the registered owner or the owner's attorney duly authorized in writing.
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(d) Cancellation. All Certificates 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 Certificate is
presented to the Registrar for transfer,the Registrar may refuse to transfer the same until
it is satisfied that the endorsement on such Certificate or separate instrument of transfer is
legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to
make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any Certificate is at any time registered in the bond register as the
absolute owner of such Certificate, whether such Certificate shall be overdue or not, for
the purpose of receiving payment of, or on account of, the principal of and interest on
such Certificate and for all other purposes, and all such payments so made to any such
registered owner or upon the owner's order shall be valid and effectual to satisfy and
discharge the liability of the City upon such Certificate to the extent of the sum or sums
so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Certificates, 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 Certificates. In case any
Certificate shall become mutilated or be lost, stolen or destroyed, the Registrar shall
deliver a new Certificate of like amount,number, maturity date and tenor in exchange
and substitution for and upon cancellation of any such mutilated Certificate or in lieu of
and in substitution for any such Certificate lost, stolen or destroyed,upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and, in the
case of a Certificate lost, stolen or destroyed, upon filing with the Registrar of evidence
satisfactory to it that such Certificate was lost, stolen or destroyed, 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 Certificates so surrendered to the Registrar shall be canceled by it
and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen
or destroyed Certificate has already matured or been called for redemption in accordance
with its terms, it shall not be necessary to issue a new Certificate prior to payment.
3.04. 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
Finance Director 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
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(d) Cancellation. All Certificates 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 Certificate is
presented to the Registrar for transfer,the Registrar may refuse to transfer the same until
it is satisfied that the endorsement on such Certificate or separate instrument of transfer is
legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to
make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any Certificate is at any time registered in the bond register as the
absolute owner of such Certificate, whether such Certificate shall be overdue or not, for
the purpose of receiving payment of, or on account of, the principal of and interest on
such Certificate and for all other purposes, and all such payments so made to any such
registered owner or upon the owner's order shall be valid and effectual to satisfy and
discharge the liability of the City upon such Certificate to the extent of the sum or sums
so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Certificates, 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 Certificates. In case any
Certificate shall become mutilated or be lost, stolen or destroyed, the Registrar shall
deliver a new Certificate of like amount,number, maturity date and tenor in exchange
and substitution for and upon cancellation of any such mutilated Certificate or in lieu of
and in substitution for any such Certificate lost, stolen or destroyed,upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and, in the
case of a Certificate lost, stolen or destroyed, upon filing with the Registrar of evidence
satisfactory to it that such Certificate was lost, stolen or destroyed, 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 Certificates so surrendered to the Registrar shall be canceled by it
and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen
or destroyed Certificate has already matured or been called for redemption in accordance
with its terms, it shall not be necessary to issue a new Certificate prior to payment.
3.04. 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
Finance Director 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
-7-
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 City Finance Director
shall transmit to the Registrar from the 2003 Certificates of Indebtedness Sinking Fund described
in Section 4 hereof, moneys sufficient for the payment of all principal and interest then due.
3.05. Redemption. The Certificates are not subject to redemption prior to
maturity.
3.06. Preparation and Delivery. The Certificates shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the signatures of the
Mayor and the City Manager. In case any officer whose signature, or a facsimile of whose
signature, shall appear on the Certificates shall cease to be such officer before the delivery of any
Certificate, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had remained in office until delivery. Notwithstanding such
execution, no Certificate 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 Certificate
has been duly executed by the manual signature of the Registrar, or in the event the City Finance
Director is no longer acting as Registrar, an authorized representative of the Registrar.
Certificates of authentication on different Certificates need not be signed by the same
representative. The executed certificate of authentication on each Certificate shall be conclusive
evidence that it has been authenticated and delivered under this resolution. When the
Certificates have been so executed and authenticated,they shall be delivered by the City Finance
Director to the Purchaser upon payment of the purchase price in accordance with the contract of
sale heretofore made and executed, and the Purchaser shall not be obligated to see to the
application of the purchase price.
3.07. Securities Depository. (a) For purposes of this Section the following terms
shall have the following meanings:
"Beneficial Owner" shall mean,whenever used with respect to a Certificate,the
person in whose name such Certificate is recorded as the beneficial owner of such Certificate by
a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co.,the nominee of DTC, and any successor
nominee of DTC with respect to the Certificates.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for
which DTC holds Certificates as securities depository.
"Representation Letter" shall mean the Representation Letter from the City to
DTC previously executed by the City and on file with DTC.
-8-
(b) The Certificates shall be initially issued as separately authenticated fully
registered bonds, and one Certificate shall be issued in the principal amount of each stated
maturity of the Certificates. Upon initial issuance,the ownership of such Certificates shall be
registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar
and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Certificates
registered in its name for the purposes of payment of the principal of or interest on the
Certificates, selecting the Certificates or portions thereof to be redeemed, if any, giving any
notice permitted or required to be given to registered owners of Certificates under this resolution,
registering the transfer of Certificates, and for all other purposes whatsoever; and neither the
Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor
the City shall have any responsibility or obligation to any Participant, any person claiming a
beneficial ownership interest in the Certificates under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of any
Certificates, with respect to the accuracy of any records maintained by DTC or any Participant,
with respect to the payment by DTC or any Participant of any amount with respect to the
principal of or interest on the Certificates,with respect to any notice which is permitted or
required to be given to owners of Certificates under this resolution, with respect to the selection
by DTC or any Participant of any person to receive payment in the event of a partial redemption
of the Certificates, or with respect to any consent given or other action taken by DTC as
registered owner of the Certificates. So long as any Certificate is registered in the name of Cede
& Co., as nominee of DTC,the Registrar shall pay all principal of and interest on such
Certificate, and shall give all notices with respect to such Certificate, only to Cede & Co. in
accordance with the Representation Letter, and all such payments shall be valid and effective to
fully satisfy and discharge the City's obligations with respect to the principal of and interest on
the Certificates to the extent of the sum or sums so paid. No person other than DTC shall receive
an authenticated Certificate for each separate stated maturity evidencing the obligation of the
City to make payments of principal and interest. Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co.,the Certificates will be transferable to such new nominee in accordance with
paragraph (d)hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Certificates in the form of certificates,the City may notify
DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through
DTC of Certificates in the form of certificates. In such event,the Certificates will be transferable
in accordance with paragraph(d)hereof. DTC may determine to discontinue providing its
services with respect to the Certificates at any time by giving notice to the City and the Registrar
and discharging its responsibilities with respect thereto under applicable law. In such event the
Certificates will be transferable in accordance with paragraph(d)hereof.
(d) In the event that any transfer or exchange of Certificates is permitted under
paragraph (b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Certificates to be transferred or exchanged and appropriate instruments of
transfer to the permitted transferee in accordance with the provisions of this resolution. In the
event Certificates in the form of certificates are issued to owners other than Cede & Co., its
successor as nominee for DTC as owner of all the Certificates, or another securities depository as
-9-
owner of all the Certificates, the provisions of this resolution shall also apply to all matters
relating thereto, including, without limitation,the printing of such Certificates in the form of
certificates and the method of payment of principal of and interest on such Certificates in the
form of certificates.
Section 4. Security Provisions.
4.01. Sinking Fund. So long as any of the Certificates are outstanding and any
principal thereof or interest thereon unpaid,the City Finance Director shall maintain a separate
and special bookkeeping account designated as the "2003 Certificates of Indebtedness Sinking
Fund" (the "Sinking Fund")to be used for no purpose other than the payment of the principal of
and interest on the Certificates and on such other certificates of indebtedness of the City as have
been or may be directed to be paid therefrom. The City irrevocably appropriates to the Sinking
Fund (a) any taxes levied in accordance with this resolution, and(b) such other moneys as shall
be received and appropriated to the Sinking Fund from time to time. If the balance in the
Sinking 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 Sinking Fund when the balance therein is
sufficient.
There are hereby established two accounts in the Sinking Fund, designated as the
"Debt Service Account" and the "Surplus Account." All money appropriated or to be deposited
in the Bond Fund shall be deposited as received into the Debt Service Account. On each
February 1,the City Finance Director shall determine the amount on hand in the Debt Service
Account. If such amount is in excess of one-twelfth of the debt service payable from the Sinking
Fund in the immediately preceding 12 months, the City Finance Director shall promptly transfer
the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any
amounts to be transferred thereto from the Debt Service Account as herein provided and all
income derived from the investment of amounts on hand in the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient to meet the requirements of the
Sinking Fund,the City Finance Director shall transfer to the Debt Service Account amounts on
hand in the Surplus Account to the extent necessary to cure such deficiency.
4.02. Full Faith and Credit. For the prompt and full payment of the principal of
and interest on the Certificates as the same respectively become due,the full faith, credit and
taxing powers of the City shall be and are hereby irrevocably pledged. To provide moneys for
the payment of principal and interest on the Certificates,there is hereby levied upon all of the
taxable property in the City, a direct, general, ad valorem tax which shall be spread upon the tax
rolls collectible in the years and in the amounts as follows,together with and as a part of other
general taxes of the City:
S
-10-
Levy Collection
Year Year Amount
2003 2004 See attached
2004 2005 tax levy calculation
2005 2006
2006 2007
The foregoing tax levies together with amounts previously levied by the City for payment of the
Certificates in 2002 for collection in 2003 are such that if collected in full they will produce
amounts at least 5% in excess of the sums needed to pay when due the principal of and interest
on the Certificates. Said tax shall be irrepealable as long as any of the Certificates are
outstanding and unpaid;provided,that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. If the money
on hand in the Sinking Fund should at any time be insufficient to pay principal and interest due
on the Certificates, such amounts shall be paid from any other fund of the City and such other
fund shall be reimbursed from the proceeds of all taxes levied pursuant to this resolution and all
other moneys received for or appropriated to the payment of the Certificates and interest thereon.
Section 5. County Auditor, Certification of Proceedings, Investment of Moneys
and Arbitrage.
5.01. County Auditor Registration. The City Clerk is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Hennepin County,
together with such other information as the County Auditor shall require, and to obtain from said
County Auditor a certificate that the Certificates have been entered on his bond register and the
taxes described in Section 4.02 hereof have been levied as required by law.
5.02. Certification of Proceedings. The officers of the City and the County
Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the
purchaser of the Certificates and to Dorsey& Whitney LLP, Bond Counsel, certified copies of
all proceedings and records of the City, and such other affidavits, certificates and information as
may be required to show the facts relating to the legality and marketability of the Certificates as
the same appear from the books and records under their custody and control or as otherwise
known to them, and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited therein.
5.03. Tax Covenant. The City covenants and agrees with the holders from time
to time of the Certificates that it will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest on the Certificates to become
subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the
Treasury Regulations promulgated thereunder(the "Regulations"), and covenants to take any and
all actions within its powers to ensure that the interest on the Certificates will not become subject
to taxation under the Code and the Regulations. The City represents and covenants that the City
will be the owner of all equipment financed by the Certificates and equipment is available for use
by all members of the general public on a substantially equal basis. So long as the Certificates
-11-
Tax Levy Calcula4 4
City of Edina,Minnesota
$1,540,000 General Obligation Equipment Certificates of Indebtedness,Series 2003A
$1,540,000 General Obligation Equipment Certificates of Indebtedness,Series 2003A
(total levy before breakdown between the$720,000 and$820,000 portions):
Levy Collect Pay Funds P&I Tax
Year Year Year Total P&I Available(1) x 105% Net Levy Levy
(1)The following funds are available to pay a portion of the
2002 / 2003 12004 573,783.33 21,025.38 580,395.85 580,395.85 580,400 * interest payments due August 1,2003 and February 1,2004:
2003 / 2004 / 2005 575,500.00 604,275.00 604,275.00 604,300
2004 / 2005 / 2006 154,400.00 162,120.00 162,120.00 162,200 Accrued Interest: $1,482.78
2005 / 2006 / 2007 151,500.00 159,075.00 159,075.00 159,100 Unused Discount: 9,240.00
2006 / 2007 / 2008 153,600.00 161,280.00 161,280.00 161,300 Underwriter's Premium 10,302.60
Totals 1,608,783.33 21,025.38 1,667,145.85 1,667,145.85 1,667,300 Total Funds Available: $21,025.38
*The City previously levied an amount sufficient to cover this payment.
$720,000 G.O.Equipment Certificates Portion:
$720,000 $720,000 $720,000
G.O.Equip Cert. G.O.Equip Cert. G.O.Equip Cert.
Levy Collect Pay Portion of Funds P&I Portion of Portion of
Year Year Year Total P&I Available 2 x 1105% Net Levy Tax Levy
(2)The following funds are available to pay a portion of the
2002 / 2003 12004 153,750.00 9,829.37 151,116.66 151,116.66 151,200 ` interest payments due August 1,2003 and February 1,2004:
2003 / 2004 / 2005 152,200.00 159,810.00 159,810.00 159,900
2004 / 2005 / 2006 154,400.00 162,120.00 162,120.00 162,200 Accrued Interest: $693.20
2005 / 2006 / 2007 151,500.00 159,075.00 159,075.00 159,100 Unused Discount: 4,319.70
2006 I 2007 12008 153,600.00 161,280.00 161,280.00 161,300 Underwriter's Premium 4,816.47
Totals 765,450.00 9,829.37 793,401.66 793,401.66 793,700 Total Funds Available: $9,829.37
*The City previously levied an amount sufficient to cover this payment.
$820,000 G.O.Equipment Certificates Portion:
$820,000 $820,000 $820,000
G.O.Equip Cert. G.O.Equip Cert. G.O.Equip Cert.
Levy Collect Pay Portion of Funds P&I Portion of Portion of
Year Year Year Total P&I Available(3) x 105% Net Levy Tax Levy
(3)The following funds are available to pay a portion of the
2002 / 2003 / 2004 420,033.33 11,196.01 429,279.19 429,279.19 429,300 ` interest payments due August 1,2003 and February 1,2004:
2003 I 2004 / 2005 423,300.00 444,465.00 444,465.00 444,500
Accrued Interest: $789.58
Totals 1 843,333.33 11,196.01 873,744.19 873,744.19 873,800 Unused Discount: 4,920.30
Underwriter's Premium 5,486.13
Total Funds Available: $11,196.01
`The City previously levied an amount sufficient to cover this payment.
EHLERS
6 A550CIATES INC
k
are outstanding,the City will not enter into any lease, use agreement or other contract or
agreement respecting said equipment which would cause the Certificates to be considered
"private activity bonds" or"private loan bonds"pursuant to the provisions of Section 141 of the
Code.
5.04 Exemption from Rebate Requirement. For purposes of complying with the
requirements of Section 148(f)(4)(D) of the Code relating to the exemption of certain small
governmental units from the rebate requirements of the Code,the City represents that:
(i) the City is a governmental unit with general taxing powers;
(ii) the Certificates are not"private activity bonds" as defined in Section 141
of the Code ("Private Activity Bonds");
(iii) ninety-five percent of the net proceeds of the Certificates are to be used
for the local governmental purposes of the City; and
(iv) the aggregate face amount of all tax-exempt bonds (other than Private
Activity Bonds and refunding bonds not taken into account under Section
148(f)(4)(D)(i)(IV) of the Code pursuant to Section 148(f)(4)(D)(iii) of the
Code) issued by the City in 2003 is not reasonably expected to exceed
$5,000,000 with respect to the Certificates.
Therefore,pursuant to the provisions of Section 148(f)(4)(D) of the Code, the City shall not be
required to comply with the arbitrage rebate requirements of paragraphs(2) and(3) of Section
148(f) of the Code.
5.05. Interest Disallowance. The City hereby designates the Certificates as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the
disallowance of interest expenses for financial institutions. The City represents that in calendar
year 2003 it does not reasonably expect to issue tax-exempt obligations which are not private
activity bonds (not treating qualified 501(c)(3)bonds under Section 145 of the Code as private
activity bonds for purposes of this representation) or refunding bonds not taken into account
under Section 265(b)(3)(C)(ii)(I11) in an amount in excess of$10,000,000.
5.06. Arbitrage Certification. The Mayor and City Manager,being the officers of
the City charged with the responsibility for issuing the Certificates 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 Section 1.148 of the Regulations, stating the
facts, estimates and circumstances in existence on the date of issue and delivery of the
Certificates which make it reasonable to expect that the proceeds of the Certificates will not be
used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of
the Code and Regulations.
Section 6. Official Statement. The Official Statement relating to the Certificates,
dated February 6, 2003,prepared and distributed on behalf of the City by Ehlers and Associates,
Inc., is hereby approved. Ehlers & Associates, Inc. is hereby authorized on behalf of the City to
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prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering
price, the interest rates, selling compensation, delivery date,the underwriters and such other
information relating to the Certificates required to be included in the Official Statement by Rule
15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934. Within seven business days from the date hereof,the City shall deliver to the Purchaser
a reasonable number of copies of the Official Statement and such supplement. The officers of
the City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Certificates and the security therefor and to permit the original
purchaser and other participating underwriters in the primary offering of the Certificates 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 Certificates, 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 Certificates. The City is the only"obligated person" in respect of the
Certificates within the meaning of the Rule for purposes of identifying the entities in respect of
which continuing disclosure must be made.
If the City fails to comply with any provisions of this Section 7, any person
aggrieved thereby, including the Owners of any Outstanding Certificates, may take whatever
action at law or in equity may appear necessary or appropriate to enforce performance and
observance of any agreement or covenant contained in this Section 7, including an action for a
writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages
shall not be recoverable for any default hereunder to the extent permitted by law.
Notwithstanding anything to the contrary contained herein, in no event shall a default under this
Section 7 constitute a default under the Certificates or under any other provision of this
resolution.
As used in this Section 7, "owner"means, in respect of a Certificate,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
Certificate, 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 Certificate (including persons or entities
holding Certificates through nominees, depositories or other intermediaries), or(b) is treated as
the owner of the Certificate for federal income tax purposes. As used herein, "Outstanding"
when used as of any particular time with reference to Certificates means all Certificates
theretofore, or thereupon being, authenticated and delivered by the Registrar under this
Resolution except(i) Certificates theretofore canceled by the Registrar or surrendered to the
Registrar for cancellation; (ii) Certificates with respect to which the liability of the City has been
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discharged in accordance with Section 8 hereof, and (iii) Certificates for the transfer or exchange
or in lieu of or in substitution for which other Certificates 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, 2002 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
certification may be based on the reliability of information obtained from
governmental or third party sources:
Current Property Valuations; Direct Debt; Tax Levies and
Collections; Population Trend; 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.
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Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements, which have
been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information a
statement to such effect; provided, however, if such operations have been replaced by other City
operations in respect of which data is not included in the Disclosure Information and the City
determines that certain specified data regarding such replacement operations would be a Material
Fact(as defined in paragraph (2)hereof), then, from and after such determination, the Disclosure
Information shall include such additional specified data regarding the replacement operations.
If the Disclosure Information is changed or this Section 7 is amended as permitted
by this paragraph(b)(1) or subsection(d),then the City shall include in the next Disclosure
Information to be delivered hereunder,to the extent necessary, an explanation of the reasons for
the amendment and the effect of any change in the type of financial information or operating data
provided.
(2) In a timely manner, notice of the occurrence of any of the following events
which is a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(1) 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
Certificate 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
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also an event that would be deemed "material"for purposes of the purchase, holding or sale of a
Certificate within the meaning of applicable federal securities laws, as interpreted at the time of
discovery of the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required
under paragraph(b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this Section 7 pursuant to
subsection(d), together with a copy of such amendment or supplement and any
explanation provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this Section 7
pursuant to subsection(d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information
described in subsection(b)to the following entities by telecopy, overnight delivery,mail or other
means, as appropriate:
(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 Certificates and, at the expense of such Bondowner,to any
Bondowner who requests in writing such information, at the time of transmission under
paragraphs (1) or(2) of this subsection(c), as the case may be, or, if such information is
transmitted with a subsequent time of release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as
any Certificates are Outstanding. Notwithstanding the preceding sentence, however,the
obligations of the City under this Section 7 shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that,
because of legislative action or final judicial or administrative actions or proceedings, the failure
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of the City to comply with the requirements of this Section 7 will not cause participating
underwriters in the primary offering of the Certificates to be in violation of the Rule or other
applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or
laws successory thereto or amendatory thereof.
(2) This Section 7 (and the form and requirements of the Disclosure Information)
may be amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph(c)(3)hereof) or the consent of the Owners of any Certificates, by a
resolution of the City Council filed in the office of the City Clerk of the City accompanied by an
opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion
may be subject to customary qualifications,to the effect that: (i) such amendment or supplement
(a) is made in connection with a change in circumstances that arises from a change in law or
regulation or a change in the identity, nature or status of the City or the type of operations
conducted by the City, or(b) is required by, or better complies with, the provisions of paragraph
(b)(5) of the Rule; (ii)this Section 7 as so amended or supplemented would have complied with
the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the
Certificates, 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 Owners 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 7 is entered into to comply with the continuing disclosure
provisions of the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
Section 8. Defeasance. When all of the Certificates have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Certificates shall cease. The City may discharge its obligations with respect to any
Certificates which are due on any date by depositing with the paying agent on or before that date
a sum sufficient for the payment thereof in full; or, if any Certificate should not be paid when
due, it may nevertheless be discharged by depositing with the paying agent a sum sufficient for
the payment thereof in full with interest accrued to the date of such deposit. The City may also
at any time discharge its obligations with respect to any Certificates, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank qualified by law as an escrow agent for this purpose, cash or securities which are
general obligations of the United States or securities of United States agencies which are
authorized by law to be so deposited, bearing interest payable at such time and at such rates and
maturing on such dates as shall be required, without reinvestment,to pay all principal and
interest to become due thereon to maturity.
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f
Dennis Maetzold
Mayor
Attest:
Debra Mangen
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Hovland and upon vote being taken thereon, the following voted in favor
thereof:
Housh, Hovland, Masica, Kelly
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor,
whose signature was attested by the City Clerk.
OS
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