HomeMy WebLinkAboutResolution No. 2000-112 Bond Sale 2000C/GO Refunding Bonds •
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RESOLUTION NO. 2000-112
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City of Edina
RESOLUTION RELATING TO $15,820,000 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 2000C; AWARDING THE SALE, FIXING
THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND SECURITY THEREFOR
BE IT RESOLVED by the City Council (the "Council") of the City of Edina, Minnesota
(the "City"), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization and Outstanding Bonds. The City has presently outstanding its
General Obligation Tax Increment Refunding Bonds, Series 1992B, initially dated as of
November 1, 1992 (the "Prior Bonds"). This Council, by a resolution adopted on October 3,
2000, authorized the sale of General Obligation Refunding Bonds, Series 2000C (the 'Bonds"),
of the City, the proceeds of which would be used, together with any additional funds of the City
which might be required, to refund the Prior Bonds maturing on or after February 1, 2002 ( the
"Refunded Bonds")-
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
• financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are being
sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without
meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision
1. Pursuant to the Terms and Conditions of Sale for the Bonds, six (6)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 USBancorp Piper Jaffray, of Minneapolis, MN(the "Purchaser"), to purchase the Bonds at
a price of$15,693,914.60, the Bonds to bear interest at the rates set forth in Section 3.01. The
proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and
directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser.
The good faith checks of the unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. The City is authorized by the Act to issue and sell
the Bonds to secure the Bonds by the covenants and agreements hereinafter set forth. All acts,
conditions and things which are required by the Constitution and laws of the State of Minnesota
to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the
Bonds having been done, existing, having happened and having been performed, it is now
necessary for this Council to establish the form and terms of the Bonds, to provide security
therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
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City Hall (952) 927-8861
4801 WEST 50TH STREET FAX(952)826-0390
EDINA,MINNESOTA 55424-1394 TDD(952)826-0379
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND,
SERIES 2000C
Interest Rate Date of Maturity Original Issue CUSIP
% February 1, November 29, 2000
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota(the "City"), acknowledges itself to
be indebted and, for value received,hereby promises to pay to the registered owner named above,
or registered assigns, the principal amount specified above, on the maturity date specified above,
with interest thereon from the date of original issue specified above, or from the most recent
interest payment date to which interest has been paid or duly provided for, at the annual rate
specified above. Interest hereon is payable on February 1 and August 1 in each year, commencing
August 1, 2001, to the person in whose name this Bond is.registered at the close of business on
the 15th day (whether or not a business day) of the immediately preceding month, all subject to
the provisions referred to herein with respect to the redemption of the principal of this Bond
before maturity. The interest hereon and, upon presentation and surrender hereof at the office of
the City Finance Director, in Edina, Minnesota, as Registrar, Transfer Agent and Paying Agent
(the 'Bond Registrar"), or its successor designated under the Resolution described herein, the
principal hereof, are payable in lawful money of the United States of America by check or draft
of the City or the Bond Registrar if a successor to the City Finance Director as Bond Registrar
has been designated under the Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of $15,820,000 (the
. "Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on November 6,
2000 (the "Resolution"), for the purpose of refunding certain of the City's outstanding general
obligation bonds and is issued pursuant to and in full conformity with the provisions of the
Constitution and laws of the State of Minnesota,thereunto enabling, including Minnesota
Statutes, Section 469.178 and Chapter 475. This Bond is payable primarily from tax increments
to be derived from a tax increment financing district established by the City and from tax
increment financing districts established by the Housing and Redevelopment Authority in and for
the City of Edina (the "Districts") which have been pledged to the payment of the Bonds by the
Resolution. In addition, for the full and prompt payment of the principal and interest on the
Bonds as the same become due, the full faith, credit and taxing power of the City have not been
and are irrevocably pledged. The Bonds are issuable only as fully registered bonds in
denominations of$5,000 or any multiple thereof, of single maturities.
Bonds maturing in the years 2002 through 2005 are payable on their respective stated
maturity dates without option of prior payment, but Bonds having stated maturity dates in the
years 2006 through 2009 are each subject to redemption and prepayment, at the option of the City
and in whole or in part, and if in part, in the maturities selected by the City and, within any
maturity, in $5,000 principal amounts selected by lot, on February 1, 2005 and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be
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redeemed at his address appearing in the Bond Register, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of the proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bond or portions of
Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by his attorney duly authorized in writing upon surrender
hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly
executed by the registered owner or his attorney; and may also be surrendered in exchange 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 Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof,whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary.
• IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to
make this Bond a valid and binding general obligation of the City according to its terms, have
been done, do exist, have happened and have been performed in regular and due form as so
required; that prior to the issuance hereof the City has pledged and appropriated to a sinking fund
established for the payment of the Bonds tax increments to be derived by the City from the
Districts; that, if necessary for the payment of principal and interest on the Bonds, ad valorem
taxes are required to be levied upon all taxable property in the City, which levy is not limited as
to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Bond Registrar by the manual signature of the Bond Registrar, or in the
event the City Finance Director is no longer acting as Bond Registrar, one of the authorized
representatives of the Bond Registrar.
IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the
City Manager and has caused this Bond to be dated as of the date set forth below.
Date of Authentication:
CITY OF EDINA
. City Clerk Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BY
City Finance Director, as Bond Registrar
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 UNIF TRANS MIN ACT ....... Custodian .......
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Transfers to Minors Act.
....................
(State)
Additional abbreviations may also be used.
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 OF
ASSIGNEE:
NOTICE: The signature(s)to this assignment
1 / must correspond with the name as it appears
upon the face of the within Bond in every
particular,without alteration, enlargement or
any change whatsoever.
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Bond Registrar,which requirements
include membership or participation in the
Securities Transfer Association Medalion
Program (STAMP) or such other"signature
guaranty program" as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates,Denominations, Payment, Dating of Bonds. The City
shall forthwith issue and deliver the Bonds,which shall be denominated "General Obligation Tax
Increment Refunding Bonds, Series 2000C." The Bonds shall be dated as of November 29, 2000,
shall be issuable in the denominations of$5,000 or any integral multiple thereof, shall mature on
February 1 in the years and amounts set forth below, and Bonds maturing in such years and
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amounts shall bear interest from date of issue until paid or duly called for redemption at the rates
per annum set forth opposite such years and amounts as follows:
i YEAR AMOUNT RATE YEAR AMOUNT RATE
2002 1,070,000 4.50 2007 2,490,000 4.50
2003 1,325,000 4.50 2008 3,060,000 4.60
2004 1,460,000 4.50 2009 3,255,000 4.65
2005 1,505,000 4.50
2006 1,655,000 4.50
The Bonds shall be issuable only in fully registered form, of single maturities. The
interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and
August 1 in each year, commencing August 1, 2001, to the owners thereof as such appear of
record in the bond register as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day. Interest on the Bonds will be
computed on the basis of a 360-day year consisting of twelve 30-day months and will be rounded
pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered,
0 transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized by the registered owner
in writing, the Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a like aggregate
principal amount and maturity, as requested by the transferor. The Registrar may,
however, close the books for registration of any transfer after the fifteenth day of
the month preceding each interest payment date and until such interest payment
date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new
Bonds of a like aggregate principal amount, interest rate and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the
City.
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(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Bond or separate instrument of transfer is
valid and genuine and that the requested transfer is legally authorized. The
Registrar shall incur no liability for its refusal, in good faith, to make transfers
which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal of and interest on such
Bond and for all other purposes, and all such payments so made to any such
registered owner or upon the owner's order shall be valid and effectual to satisfy
and discharge the liability of the City upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon a partial redemption of a Bond), the Registrar may impose a
charge upon the owner thereof sufficient to reimburse the Registrar for any tax,
fee or other governmental charge required to be paid with respect to such transfer
or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of
like amount, number, interest rate, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu of and
in substitution for any such Bond lost, stolen or destroyed, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of a Bond lost, stolen or destroyed, upon receipt by the Registrar of
evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the
ownership thereof, and upon receipt by the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it, in which both the City
and the Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be cancelled by it and evidence of such cancellation shall be given
to the City. If the mutilated, lost, stolen or destroyed Bond has already matured or
been called for redemption in accordance with its terms, it shall not be necessary
to issue a new Bond prior to payment.
3.04. Appointment of Initial Re istrar. The City hereby appoints the City Finance
Director, as the initial Registrar. In the event that the City determines to discontinue the book
entry-only system for the Bonds as described in paragraph (c) of Section 3.07, or DTC, as
defined in Section 3.07, determines to discontinue providing its services with respect to the
Bonds and a new securities depository is not appointed for the Bonds, the City will designate a
suitable bank or trust company to act as successor Registrar if the City Finance Director is then
acting as Registrar. The City reserves the right to remove any Registrar upon thirty (30) days'
notice and upon the appointment of a successor Registrar, in which event the predecessor
Registrar shall deliver all cash and Bonds in its possession to the successor Registrar.
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3.05. Redemption. Bonds maturing in the years 2002 through 2005 are payable on their
respective stated maturity dates without option of prior payment, but Bonds maturing in 2006
through 2009 are each subject to redemption, at the option of the City and in whole or in part,
and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal
amounts selected by the Registrar by lot, on February 1, 2005 and on any date thereafter, at a
redemption price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
At least thirty days prior to the date set for redemption of any Bond, the City shall cause
notice of the call for redemption to be mailed to the Registrar and to the registered owner of each
Bond to be redeemed, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond not affected by such defect or
failure. The notice of redemption shall specify the redemption date, redemption price, the
numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which
the Bonds are to be surrendered for payment, which is the principal office of the Registrar.
Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to
be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge, upon
surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations
equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the
• City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the
City Manager; provided that said signatures may be printed, engraved, or lithographed facsimiles
thereof. 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 such officer
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 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 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 executed and authenticated, they shall be delivered by the City
Manager 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 Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond 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 Bonds.
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"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 Bonds 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.
(b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one
Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial
issuance, the ownership of such Bonds 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 Bonds registered in its name for the purposes of payment of
the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed,
if any, giving any notice permitted or required to be given to registered owners of Bonds under
this resolution, registering the transfer of Bonds, 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 Bonds 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
Bonds, 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 Bonds, with respect to any notice which is permitted or required to be given to
owners of Bonds 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 Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds. So long as
• any Bond is registered in the name of Cede&Co., as nominee of DTC, the Registrar shall pay all
principal of and interest on such Bond, and shall give all notices with respect to such Bond, 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 Bonds to the extent of the sum or sums so paid. No person other than DTC
shall receive an authenticated Bond 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 Bonds 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 Bonds in the form of bond certificates, the City may notify DTC and
the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of
Bonds in the form of certificates. In such event,the Bonds will be transferable in accordance with
paragraph (d) hereof. DTC may determine to discontinue providing its services with respect to
the Bonds 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 Bonds will be
transferable in accordance with paragraph(d)hereof.
(d) In the event that any transfer or exchange of Bonds is permitted under paragraph(b) or
(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the
Bonds 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 Bonds in the form of
• certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
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owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
Section 4. Security Provisions.
4.01. Use of Proceeds. The proceeds of the Bonds in the amount of$ , are
irrevocably appropriated to pay and redeem the Refunded Bonds on or before February 1, 2001.
Any accrued interest on the Bonds shall be deposited in the Bond Fund created pursuant to
Section 4.02 hereof.
4.02. General Obligation Tax Increment Refunding Bond Fund. The Bonds shall be
payable from a separate "2000C General Obligation Tax Increment Refunding Bond Fund" (the
"Bond Fund") which shall be created and maintained on the books of the City as a separate debt
redemption fund until the Bonds, and all interest thereon, are fully paid. There shall be credited
to the Bond Fund the following:
(a)Any amount initially deposited therein pursuant to Section 4.01 hereof.
(b) All proceeds of all taxes levied and all other money which may at any time be
received for or appropriated to the payment of such bonds and interest, including the tax
increment herein pledged and appropriated to the Bond Fund, all collections of any ad valorem
taxes levied for the payment of the Bonds, and all other moneys received for or appropriated to
the payment of the Bonds and interest thereon. (c) Any other funds appropriated by the Council
for the payment of the Bonds.
4.03. Pledgee of Tax Increment. The City hereby irrevocably pledges to the Bond Fund tax
increments derived from tax increment financing districts of the Housing and Redevelopment
Authority of Edina (the "HRA") designated by Hennepin County as Nos. 1203 (Centennial
• Lakes), 1201 (Edinborough) and 1200 (50th and France), which are received by the City from the
HRA to pay the Bonds. Such tax increments shall be deposited in the Bond Fund in an amount
sufficient to pay all principal and interest when due on the Bonds. Nothing herein shall preclude
the City or the HRA from hereafter making further pledges and appropriations of the tax
increments pledged for the payment of the Bonds or for the payment of other obligations of the
Issuer or the HRA.
4.04. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, as such
principal and interest comes due. If the money on hand in the Bond Fund should at any time be
insufficient for the payment of principal and interest then due, this City shall pay the principal
and interest out of any fund of the City, and such other fund or funds shall be reimbursed therefor
when sufficient money is available to the Bond Fund. If on October 1 in any year the sum of the
balance in the Bond Fund plus the available tax increment on hand and estimated to be received
or before the end of the following calendar year is not sufficient with any ad valorem taxes
heretofore levied in accordance with the provisions of this resolution, to pay when due all
principal and interest become due on all Bonds payable therefrom in said following calendar
year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a
direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate
limits of the City for the purpose of restoring such accumulated or anticipated deficiency in an
amount at least 5%in excess of amount needed to make good the deficiency.
Section 5. Defeasance. When any Bond has been discharged as provided in this Section 5, all
• pledges, covenants and other rights granted by this resolution to the holders of such Bonds shall
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cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The City
may discharge its obligations with respect to any Bond which is due on any date by irrevocably
depositing with the Registrar on or before that date a sum sufficient for the payment thereof in
full; or, if any Bond should not be paid when due, the City may nevertheless discharge its
obligations with respect thereto by depositing with the Registrar a sum sufficient for the payment
thereof in full with interest accrued to the date of such deposit. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action,by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or securities which are authorized by
law to be so deposited, bearing interest payable at such times and at such rates and maturing on
such dates as shall be required, without reinvestment, to pay all principal and interest to become
due thereon to maturity or, if notice of redemption as herein required has been duly provided for,
to such earlier redemption date.
Section 6. County Auditor Registration Certification of Proceedings, Investment of Money,
Arbitrage, Official Statement and Fees.
6.01. County Auditor Registration. The City Manager is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditor of Hennepin County, together
with such other information as the County Auditor shall require, and to obtain from said County
Auditor a certificate that the Bonds have been entered on his bond register as required by law.
6.02. Certification of Proceedings. The officers of the City and the County Auditor of
Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and
to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and
records of the City, and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated
thereunder (the Regulations), as such are enacted or promulgated and in effect on the date of
issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become subject to taxation under such Code and Regulations. The
project financed by the bonds refunded by the Prior Bonds is available for use by members of the
general public on a substantially equal basis. The City will not enter into any lease, use
agreement or other contract respecting the project financed by the bonds refunded by the Prior
Bonds or security for the payment of the Bonds which would cause the Bonds to be considered
"private activity bonds" or "private loan bonds"pursuant to Section 141 of the Code.
6.04. Arbitrage Rebate. The City shall take such actions as are required to comply with
the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
6.05. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
• circumstances in existence on the date of issue and delivery of the Bonds which make it
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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.
a6.06. Official Statement. The Official Statement relating to the Bonds, dated October 26,
2000, prepared and distributed on behalf of the City by Ehlers & Associates, Inc., is hereby
approved. Ehlers & Associates, Inc. is hereby authorized on behalf of the City to prepare and
distribute to the Purchaser a supplement to the Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such other information
relating to the Certificates required to be included in the Official Statement by Rule 15c2-12
adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.
Within seven business days from the date hereof, the City shall deliver to the Purchaser a
reasonable number of copies of the Official Statement and such supplement. The officers of the
City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the 'Rule"), which will
enhance the marketability of the Bonds, the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
Outstanding Bonds. The City is the only 'obligated person" in respect of the Bonds within the
• meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made.
If the City fails to comply with any provisions of this Section 7, any person aggrieved
thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in
equity may appear necessary or appropriate to enforce performance and observance of any
agreement or covenant contained in this Section 7, including an action for a writ of mandamus or
specific performance. Direct, indirect, consequential and punitive damages shall not be
recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything
to the contrary contained herein, in no event shall a default under this Section 7 constitute a
default under the Bonds or under any other provision of this resolution.
As used in this Section 7, "Owner" or "Bondowner" means, in respect of a Bond, the
registered owner or owners thereof appearing in the bond register maintained by the Registrar or
any"Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the
Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to
the Registrar. As used herein, 'Beneficial Owner" means, in respect of a Bond, any person or
entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, such Bond (including persons or entities holding Bonds through
nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for
federal income tax purposes. As used herein, "Outstanding" when used as of any particular time
with reference to Bonds means all Bonds theretofore, or thereupon being, authenticated and
delivered by the Registrar under this Resolution except (i) Bonds theretofore canceled by the
Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect to which the
• liability of the City has been discharged in accordance with Section 5 hereof; and (iii) Bonds for
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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, 2000 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
i (B) To the extent not included in the financial statements referred to in paragraph
(A) hereof, the information for such fiscal year or for the period most recently
available of the type set forth below, which information may be unaudited, but is
to be certified as to accuracy and completeness in all material respects by the
City's financial officer to the best of his or her knowledge, which certification
may be based on the reliability of information obtained from governmental or
third party sources:
Most recent population estimate; City Property Values; City
Indebtedness; City Tax Rates; Levies and Collections; and Current
General Fund Budget
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.
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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;
(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
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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 Bonds and, at the expense of such Bondowner, to any Bondowner who requests in
writing such information, at the time of transmission under paragraphs (1) or (2) of this
subsection (c), as the case may be, or, if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City
under this Section 7 shall terminate and be without further effect as of any date on which the City
delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative
action or final judicial or administrative actions or proceedings, the failure of the City to comply
with the requirements of this Section 7 will not cause participating underwriters in the primary
offering of the Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or
amendatory thereof.
(2) This Section 7 (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as provided in
paragraph (c) (3) hereof) or the consent of the Owners of any Bonds, by a resolution of the City
Council filed in the office of the City Clerk of the City accompanied by an opinion of Bond
Counsel, who may rely on certificates of the City and others and the opinion may be subject to
customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in
connection with a change in circumstances that arises from a change in law or regulation or a
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change in the identity, nature or status of the City or the type of operations conducted by the City,
or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii)
this Section 7 as so amended or supplemented would have complied with the requirements of
paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect
and interpreted at the time of the amendment or supplement was in effect at the time of the
primary offering; and (iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
operating data being provided hereunder.
(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. Redemption of Refunded Bonds. The City hereby calls the Refunded Bonds for
redemption on or before February 1, 2001. The Finance Director shall cause notice of the
redemption of the Refunded Bonds to be given in the manner required by the resolution
autlwrizing the Prior Bo
City Clerk Mayor
The motion for the adoption of the foregoing resolution was duly seconded by Member
Hovland, and upon vote being taken thereon, the following voted in favor thereof: Faust,
Hovland, Johnson, Maetzold. All voted aye, whereupon said resolution was declared duly passed
and adopted, and was signed by the Mayor which signature was attested by the City Clerk.
Resolution adopted.
ATTEST:
City Clerk Mayor
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
1, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify
that the attached and foregoing Resolution was duly adopted by the Edina City Council at its
Regular Meeting of November 6, 2000, and as recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this day of , 20_
City Clerk
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