HomeMy WebLinkAboutResolution No. 2019-39 Bond SaleCouncilmember 1 'CAA\ e, then introduced the following
resolution and moved its adoption:
RESOLUTION NO. 2019-39
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $10,815,000 GENERAL
OBLIGATION BONDS, SERIES 2019A
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 of Bonds. This Council, by resolution 2019-30 adopted
April 16, 2019, determined to issue and sell its General Obligation Bonds, Series 2019A (the
"Bonds") pursuant to Minnesota Statutes, Chapters 429 and 475 and Sections 412.301 and
444.075, upon the terms and conditions hereinafter set forth.
Pursuant to Resolution No. 2005-70, adopted on August 16, 2005, the City created a
revolving fund as contemplated by Minnesota Statutes, Section 429.091, Subdivision 7a,
designated as the Permanent Improvement Revolving Fund, and established certain accounts
within such Permanent Improvement Revolving Fund. The portion of the Bonds ($2,195,000)
that is being issued pursuant to Minnesota Statutes, Chapter 429 (the "Improvement Bonds") will
be used to finance various street improvement projects (the "Improvements") within the City.
The portion of the Bonds ($2,805,000) that is being issued pursuant to Minnesota
Statutes, Section 412.301 (the "Equipment Bonds") will be used to finance the City's fire vehicle
fleet replacement (the "Equipment"). The principal amount of the Equipment Bonds does not
exceed 0.25 percent ($30,925,512) of the market value of taxable property in the City
($12,370,204,900). The Equipment Bonds mature no later than February 1, 2029, and the
Equipment has an expected useful life at least as long as the Equipment Bonds.
The portion of the Bonds ($5,815,000) that is being issued pursuant to Minnesota
Statutes, Section 444.075 (the "Utilities Bonds") will be used to fmance improvements to the
City's municipal storm sewer, sanitary sewer, and water utilities (the "Utility Improvements,"
and together with the Improvements and the Equipment, the "Projects").
Maturity schedules for each portion of the Bonds are attached hereto as EXHIBIT A.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc. ("Ehlers"), as
independent municipal advisors in connection with the sale of the Bonds. Pursuant to Minnesota
Statutes, Section 475.60, subdivision 2, paragraph (9), the requirements as to public sale do not
apply to the issuance of the Bonds. Pursuant to the Terms of Proposal and the Preliminary
Official Statement prepared on behalf of the City by Ehlers, sealed or electronic proposals for the
4823-6961-1926\3
purchase of the Bonds were received at or before the time specified for receipt of proposals. The
proposals have been opened and publicly read and considered and the purchase price, interest
rates and net interest cost under the terms of each proposal have been determined. The most
favorable proposal received is that of Robert W. Baird & Co., Inc., in Milwaukee, Wisconsin
(the "Purchaser"), to purchase the Bonds in the principal amount of $10,815,000 at a purchase
price of $12,702,830.67, on the further terms and conditions hereinafter set forth.
1.03. Award.
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 in accordance with the Terms of Proposal. The good faith deposit of the
Purchaser shall be retained and deposited by the City until the Bonds have been delivered and
shall be deducted from the purchase price paid at settlement.
1.04. Performance of Requirements. All acts, conditions and things which are required
by the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapters 429 and 475 and Sections 412.301 and 444.075, as amended, to exist, to happen and to
be perfoimed precedent to and in the valid issuance of the Bonds having been done, now
existing, having happened and having been performed, it is now necessary for the Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be
designated General Obligation Bonds, Series 2019A, shall be originally dated as of
June 13, 2019, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall
mature on February 1 in the respective years and amounts stated below, and shall bear interest,
computed on the basis of a 360-day year consisting of twelve 30-day months, from
June 13, 2019, until paid or duly called for redemption at the respective annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2021 $ 720,000 5.00% 2029 $1,205,000 5.00%
2022 855,000 5.00 2030 870,000 5.00
2023 895,000 5.00 2031 160,000 3.00
2024 945,000 5.00 2032 165,000 3.00
2025 995,000 5.00 2033 170,000 3.00
2026 1,040,000 5.00 2034 175,000 3.00
2027 1,905,000 5.00 2035 185,000 3.00
2028 1,150,000 5.00 2036 190,000 3.00
The Bonds shall be issuable only in fully registered foiiil. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar for the Bonds appointed herein.
-2-
4823-6961-1926\3
2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of
its authentication. The interest on the Bonds shall be payable on February 1 and August 1 in
each year, commencing February 1, 2020, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not such day is a
business day.
2.03. 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
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Bonds of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for the purpose of
receiving payment of, or on account of, the principal of and interest on such Bond and for
all other purposes, and all such payments so made to any such registered owner or upon
the owner's order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid.
-3-
4823-6961-1926\3
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar may impose
a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond destroyed,
stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond
was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory
to it, in which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already
matured or been called for redemption in accordance with its terms it shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
(j) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to
the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.04. Appointment of Registrar and Paying Agent. The City hereby appoints U.S. Bank
National Association in St. Paul, Minnesota, as the initial Registrar. The Mayor and City
Manager are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank
National Association, as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services perfointed.
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.
2.05. Redemption. Bonds maturing in 2029 and later years are each subject to
redemption and prepayment at the option of the City, in whole or in part, and if in part in such
order of maturity dates as the City may select and by lot as selected by the Registrar (or, if
applicable, by the bond depository in accordance with its customary procedures) in multiples of
$5,000 as to Bonds maturing on the same date, on February 1, 2028, and on any date thereafter,
at a price equal to the principal amount thereof plus accrued interest to the date of redemption.
-4-
4823-6961-1926\3
Prior to the date specified for the redemption of any Bond prior to its stated maturity date, the
City will cause notice of the call for redemption to be published if and as required by law, and, at
least thirty days prior to the designated redemption date, will cause notice of the call to be mailed
by first class mail (or, if applicable, provided in accordance with the operational arrangements of
the bond depository), to the registered owner of any Bond to be redeemed at the owner's address
as it appears on the Bond Register maintained by the Registrar, but no defect in or failure to give
such mailed notice of redemption shall affect the validity of proceedings for the redemption of
any Bond not affected by such defect or failure. Official notice of redemption having been given
as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date
(unless the City shall default in the payment of the redemption price) such Bonds or portions of
such Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the
signatures of the Mayor and the City Manager, provided that all signatures may be printed,
engraved or lithographed facsimiles of the originals. In case any officer whose signature or a
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in office until delivery. Notwithstanding such
execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has
been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated, the City Finance Director shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore made and
executed, and the Purchaser shall not be obligated to see to the application of the purchase price.
2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the form
attached hereto as EXHIBIT C.
2.08. Use of Securities Depository; Book-Entry Only System. The provisions of this
Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they
are inconsistent therewith.
(a) The Depository Trust Company ("DTC") has agreed to act as securities
depository for the Bonds, and to provide a Book-Entry Only System for registering the
ownership interest of the financial institutions for which it holds the Bonds (the "DTC
Participants"), and for distributing to such DTC Participants such amount of the principal and
interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial
owners of the Bonds as reflected in their records (the "Beneficial Owners").
-5-
4823-6961-1926\3
(b) Initially, and so long as DTC or another qualified entity continues to act as
securities depository, the Bonds shall be issued in typewritten form, one for each maturity in a
principal amount equal to the aggregate principal amount of each maturity, shall be registered in
the name of the securities depository or its nominee, shall be subject to the provisions of this
Section 2.08, and no Beneficial Owner shall have the right to receive a certificate of ownership
or printed Bond. While DTC is acting as the securities depository, the Bonds shall be registered
in the name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the
City and the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE & CO., the words "CEDE & CO." in this Resolution shall refer to
such new nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its nominee, the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or
Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities
depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant or other person or any other person, other than DTC, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than DTC, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium,
if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to the
principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the
Book-Entry Only System is in effect, 'no person other than DTC shall receive an authenticated
Bond.
(c) Upon receipt by the City and the Registrar of written notice from the securities
depository to the effect that it is unable or unwilling to discharge its responsibilities under the
Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial
series as requested by the securities depository in appropriate amounts, and whenever the
securities depository requests the City and the Registrar to do so, the City and the Registrar shall
cooperate with the securities depository in taking appropriate action after reasonable notice (i) to
arrange for a substitute depository willing and able, upon reasonable and customary terms, to
maintain custody of the Bonds, or (ii) to make available Bonds registered in whatever name or
names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall
designate, in accordance with clause (f) or clause (g) below, whichever is applicable.
(d) In the event the City determines that it is in the best interests of the Beneficial
Owner that they be able to obtain printed Bonds, the City may so notify the securities depository
and the Registrar, whereupon the securities depository shall notify the Beneficial Owners of the
availability through the securities depository of such printed Bonds. In such event, the City shall
cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully
executed and authenticated, as requested by the securities depository in appropriate amounts and,
whenever the securities depository requests, the City and the Registrar shall cooperate with the
securities depository in taking appropriate action after reasonable notice to make available
printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners
entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below,
whichever is applicable.
-6-
4823-6961-1926\3
(e) Notwithstanding any other provisions of this Resolution to the contrary, so long
as any Bond is registered in the name of a securities depository or its nominee, all payments of
principal and interest on the Bond and all notices with respect to the Bond shall be made and
given, respectively, to the securities depository.
(f) In the event that the Book-Entry Only System established pursuant to this Section
is discontinued, except as provided in clause (g), the Bonds shall be issued through the securities
depository to the Beneficial Owners.
(g) In the event of termination of the Book-Entry Only System, the City shall have
the right to terminate, and shall take all steps necessary to terminate, all arrangements with the
securities depository described herein, and thereafter shall issue, register ownership of, transfer
and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of
notice from the City, the securities depository shall take all actions necessary to assist the City
and the Registrar in terminating all arrangements for the issuance of documents evidencing
ownership interests in the Bonds through the securities depository. Nothing herein shall affect
the securities depository's rights under clause (e) above.
Section 3. Use of Proceeds.
3.01. General Obligation Bonds, Permanent Improvement Revolving Fund Series 2019A
Improvement Construction Fund. The City hereby establishes within the Construction Fund of
the Permanent Improvement Revolving Fund a special subaccount designated as the Permanent
Improvement Revolving Fund Series 2019A Improvement Construction Fund (the
"Series 2019A Improvement Construction Fund") as a separate bookkeeping account on its
books and records. There shall be deposited into the Series 2019A Improvement Construction
Fund, when and as received, proceeds of the Improvement Bonds in the amount of
$2,316,249.80. There shall be established a separate account within the Series 2019
Improvement Construction Fund to record expenditures for each Improvement. The
Series 2019A Improvement Construction Fund shall be used solely to pay costs of issuance of
the Improvement Bonds ($24,468.28) and defray expenses of the Improvements ($2,291,781.52),
including but not limited to the transfer to the Improvement Bond Fund created in Section 4.01
hereof of amounts sufficient for the payment of interest due upon the Improvement Bonds prior
to the completion of the Improvements and the payment of the expenses incurred by the City in
connection with the issuance of the Improvement Bonds. At such time as the Improvements are
completed, the City shall transfer any remaining balance in the Series 2019A Improvement
Construction Fund as provided in Resolution No. 2005-70.
3.02. General Obligation Bonds, Series 2019A Utilities Construction Fund. There is
hereby established in the official books and records of the City, a separate General Obligation
Bonds, Series 2019A Utilities Construction Fund (the "Series 2019A Utilities Construction
Fund"). The City hereby appropriates to the Series 2019A Utilities Construction Fund proceeds
of the Utilities Bonds in the amount of $6,924,600.06. The Series 2019A Utilities Construction
Fund shall be used solely to pay costs of issuance of the Utilities Bonds ($60,547.58) and defray
expenses of the Utilities Improvements ($6,864,052.48), including but not limited to the transfer
to the Utilities Bond Fund created in Section 4.02 hereof, of amounts sufficient for the payment
of interest due upon the Utilities Bonds prior to the completion of the Utilities Improvements and
-7-
4823-6961-1926\3
the payment of the expenses incurred by the City in connection with the issuance of the Utilities
Bonds. Upon completion and payment of all costs of the Utilities Improvements, any balance of
the proceeds of Utilities Bonds remaining in the Series 2019A Utilities Construction Fund may
be used to pay the cost, in whole or in part, of any other improvements to the Utilities, as
directed by the Council, but any balance of such proceeds not so used shall be credited and paid
to the Utilities Bond Fund.
3.03. General Obligation Bonds, Series 2019A Equipment Fund. There is hereby
established in the official books and records of the City, a separate General Obligation Bonds,
Series 2019A Equipment Fund (the "Series 2019A Equipment Fund"). The City hereby
appropriates to the Series 2019A Equipment Fund proceeds of the Equipment Bonds in the
amount of $3,228,034.14. The Series 2019A Equipment Fund shall be used solely to pay costs
of issuance of the Equipment Bonds ($28,034.14) and defray expenses of the Equipment
($3,200,000.00), including but not limited to the transfer to the Equipment Bond Fund created in
Section 4.03 hereof, of amounts sufficient for the payment of interest due upon the Equipment
Bonds prior to the acquisition of the Equipment and the payment of the expenses incurred by the
City in connection with the issuance of the Equipment Bonds. Upon completion and payment of
all costs of the Equipment, any balance of the proceeds of Equipment Bonds remaining in the
Series 2019A Equipment Fund shall be credited and paid to the Equipment Bond Fund.
Section 4. Bond Funds.
4.01. Improvement Bond Fund. So long as any of the Improvement Bonds are
outstanding and any principal of or interest thereon unpaid, the City shall maintain a separate
debt service fund on its official books and records to be known as the General Obligation Bonds,
Series 2019A Improvement Bond Fund (the "Improvement Bond Fund") within the Debt Service
Account of the Permanent Improvement Revolving Fund (the "Debt Service Account"), and the
principal of and interest on the Improvement Bonds shall be payable from the Improvement
Bond Fund. The City irrevocably appropriates to the Improvement Bond Fund (a) proceeds of
the Improvement Bonds in the amount of $145,121.67, representing capitalized interest; (b) all
moneys transferred with respect to the Improvement Bonds from other accounts within the
Permanent Improvement Revolving Fund to the Debt Service Account; and (c) all other moneys
as shall be appropriated by the Council to the Improvement Bond Fund from time to time. On
the business day preceding each date on which principal of or interest on the Improvement
Bonds are to be paid by the City in accordance with this Resolution, the City Finance Director
shall, without further direction by the Council, transfer from the Debt Service Account in the
Permanent Improvement Revolving Fund to the Improvement Bond Fund an amount sufficient to
pay such principal and interest. If the aggregate balance in the Improvement Bond Fund is at any
time insufficient to pay all interest and principal then due on all Improvement Bonds payable
therefrom, the payment shall be made from any fund of the City which is available for that
purpose, subject to reimbursement from the Permanent Improvement Revolving Fund when the
balance therein is sufficient, and the Council covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional or statutory limitation.
4.02. Utilities Bond Fund. The Utilities Bonds shall be payable from a separate General
Obligation Bonds, Series 2019A Utilities Bond Fund (the "Utilities Bond Fund"), which the City
-8-
4823-6961-1926\3
agrees to maintain until the Utilities Bonds have been paid in full. If the balance in the Utilities
Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable
therefrom, the City Finance Director shall nevertheless provide sufficient money from any other
funds of the City which are available for that purpose, and such other funds shall be reimbursed
from subsequent receipts of net revenues of the Utilities appropriated to the Utilities Bond Fund
and, if necessary, from the proceeds of the taxes levied for the Utilities Bond Fund. The City
Finance Director shall deposit in the Utilities Bond Fund all other money which may at any time
be received for or appropriated to the payment of such bonds and interest, including the net
revenues of the Utilities herein pledged and appropriated to the Utilities Bond Fund.
4.03. Equipment Bond Fund. The Equipment Bonds shall be payable from a separate
General Obligation Bonds, Series 2019A Equipment Bond Fund (the "Equipment Bond Fund"),
which the City agrees to maintain until the Equipment Bonds have been paid in full. If the
balance in the Equipment Bond Fund is ever insufficient to pay all principal and interest then due
on bonds payable therefrom, the City Finance Director shall nevertheless provide sufficient
money from any other funds of the City which are available for that purpose, and such other
funds shall be reimbursed, if necessary, from the proceeds of the taxes levied for the Equipment
Bond Fund. The City Finance Director shall deposit in the Equipment Bond Fund (a) proceeds
of the Equipment Bonds in the amount of $88,825.00, representing capitalized interest, and (b)
all other money which may at any time be received for or appropriated to the payment of such
bonds and interest, including all collections of any ad valorem taxes levied for the payment of
the Equipment Bonds.
Section 5. Levy of Special Assessments; Full Faith and Credit Pledged.
5.01. Levy of Special Assessments. The City hereby covenants and agrees that for
payment of the cost of each of the Improvements it will do and perform all acts and things
necessary for the full and valid levy of special assessments against all assessable lots, tracts and
parcels of land benefited thereby and located within the area proposed to be assessed therefor,
based upon the benefits received by each such lot, tract or parcel, in an aggregate principal
amount not less than twenty percent (20%) of the cost of the Improvements. In the event that
any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of
land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by
the City or this Council or any of the City's officers or employees, either in the making of such
assessment or in the performance of any condition precedent thereto, the City and this Council
hereby covenant and agree that they will forthwith do all such further acts and take all such
further proceedings as may be required by law to make such assessments a valid and binding lien
upon such property.
The Council presently estimates that the special assessments levied for payment of the
cost of the Improvements shall be in the principal amount of $2,470,524.35 payable in not more
than 15 installments, the first installment to be collectible with taxes during the year 2021, and
that deferred installments shall bear interest at the rate of 3.550% per annum from the date of the
resolution levying said assessment until December 31 of the year in which the installment is
payable.
-9-
4823-6961-1926\3
5.02. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the
Bonds shall be payable from the Bond Funds in accordance with the provisions and covenants
contained in this Resolution. It is estimated that the ad valorem taxes levied for payment of the
Equipment (as stated in EXHIBIT B), special assessments levied and to be levied for the
payment of the Improvements, and net revenues of the Utilities pledged to the payment of the
Utilities Bonds will be collected in amounts not less than five percent (5%) in excess of the
annual principal and interest requirements of the Equipment Bonds, Improvement Bonds and
Utilities Bonds.
Section 6. Imposition of Charges; Additional Bonds. The City hereby covenants and
agrees with the holders from time to time of the Utilities Bonds that so long as any of the
Utilities Bonds are outstanding, the City will impose and collect reasonable charges for the
service, use and availability of the Utilities to the City and its inhabitants according to schedules
calculated to produce net revenues which, will be sufficient to pay all principal and interest when
due on the Utilities Bonds and all other obligations payable from the net revenues of the Utilities.
Net revenues of the Utilities, to the extent necessary, are hereby irrevocably pledged and
appropriated to the payment of the principal of the Utilities Bonds and interest thereon, provided
that nothing herein shall preclude the City from hereafter making further pledges and
appropriations of net revenues of the Utilities for the payment of additional obligations of the
City hereafter authorized if the Council determines before the authorization of such additional
obligations that the estimated net revenues of the Utilities will be sufficient, together with any
other sources pledged to or projected to be used, for the payment of the principal of and interest
on the Utilities Bonds and paid therefrom and such additional obligations. Such further pledges
and appropriations of said net revenues may be made superior or subordinate to or on a parity
with the pledge and appropriation herein made, as to the application of net revenues received
from time to time.
Section 7. Defeasance. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this Resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they
are prepayable according to their terms, by depositing with the Registrar on or before that date an
amount equal to the principal, interest and redemption premium, if any, which are then due,
provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank or trust company qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited, bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be
required to pay all principal, interest and redemption premiums to become due thereon to
maturity or said redemption date.
-10-
4823-6961-1926\3
Section 8. County Auditor Registration, Certification of Proceedings, Investment of
Money, Arbitrage and Official Statement.
8.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditor of Hennepin County, together
with such other information as the County Auditor shall require, and to obtain from said County
Auditor a certificate that the Bonds have been entered on his bond register as required by law.
8.02. 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.
8.03. Covenant. The City covenants and agrees with the registered owners of the Bonds,
that it will not take, or permit to be taken by any of its officers, employees or agents, any action
which would cause the interest payable on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated
thereunder (the "Regulations") as are enacted or promulgated and in effect on the date of
issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that
the interest on the Bonds will not become includable in gross income of the recipient under the
Code and the Regulations. The facilities financed by the Bonds shall at all times during the term
of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use
agreement, management agreement, capacity agreement or other agreement or contract with any
nongovernmental person relating to the use of the facilities financed by the Bonds, or security for
the payment of the Bonds which might cause the Bonds to be considered "private activity bonds"
or "private loan bonds" pursuant to Section 141 of the Code.
8.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
8.05. Arbitrage Rebate. The City shall take such actions as are required to comply with
the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
8.06. Official Statement. The Preliminary Official Statement relating to the Bonds,
prepared and distributed on behalf of the City by Ehlers and Associates, Inc., is hereby approved.
Ehlers is hereby authorized on behalf of the City to prepare and distribute to the Purchaser a
Final Official Statement listing the offering price, the interest rates, other information relating to
the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the
-11-
4823-6961-1926\3
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 Final Official Statement. 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 Final Official Statement.
8.07. Reimbursement. The City certifies that the proceeds of the Bonds will not be used
by the City to reimburse itself for any expenditure with respect to the financed facilities which
the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with
respect to such prior expenditures, the City shall have made a declaration of official intent which
complies with the provisions of Section 1.150-2 of the Regulations, provided that a declaration
of official intent shall not be required (i) with respect to certain de minimis expenditures, if any,
with respect to the financed facilities meeting the requirements of Section 1.150-2(0(1) of the
Regulations, or (ii) with respect to "preliminary expenditures" for the financed facilities as
defined in Section 1.150-2(0(2) of the Regulations, including engineering or architectural
expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the
"issue price" of the Bonds.
Section 9. 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 peirnit
the Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by 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, 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, 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 constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, 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 (ii) is treated as the owner of the
Bond for federal income tax purposes.
-12-
4823-6961-1926\3
(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 twelve months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2018, 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, prepared
in accordance with the governmental accounting standards promulgated by
the Governmental Accounting Standards Board or as otherwise provided
under Minnesota law, as in effect from time to time, or, if and to the extent
such financial statements have not been prepared in accordance with such
generally accepted accounting principles for reasons beyond the
reasonable control of the City, noting the discrepancies therefrom and the
effect thereof, and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in
paragraph (A) hereof, the information for such fiscal year or for the period
most recently available of the type contained in the Official Statement
under headings: "VALUATIONS—Current Property Valuations,"
"DEBT Direct Debt," and "TAX RATES, LEVIES AND
COLLECTIONS—Tax Levies and Collections" and "GENERAL
INFORMATION US Census Data-Population Trend" and "—
Employment / Unemployment Data," which information may be
unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
Securities Rulemaking Board (MSRB. If the document incorporated by reference is a final
official statement, it must be available from the MSRB. The City shall clearly identify in the
Disclosure Information each document so incorporated by reference. If any part of the
Disclosure Information can no longer be generated because the operations of the City have
materially changed or been discontinued, such Disclosure Information need no longer be
provided if the City includes in the Disclosure Information a statement to such effect; provided,
however, if such operations have been replaced by other City operations in respect of which data
is not included in the Disclosure Information and the City determines that certain specified data
regarding such replacement operations would be a Material Fact (as defined in paragraph (2)
hereof), then, from and after such determination, the Disclosure Information shall include such
-13-
4823-6961-1926\3
additional specified data regarding the replacement operations. If the Disclosure Information is
changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial infotmation or operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events (each a Material
Fact):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perfottn;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities, if material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated
person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the tettnination
of a defmitive agreement relating to any such actions, other than pursuant
to its terms, if material;
(N) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(0) Incurrence of a financial obligation of the obligated person, if material, or
agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a financial obligation of the obligated person, any of
which affect security holders, if material; and
(P) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the
obligated person, any of which reflect financial difficulties.
-14-
4823-6961-1926\3
For purposes of the events identified in paragraphs (0) and (P) above, the term "financial
obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection
with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
(iii) a guarantee of (i) or (ii). The term "financial obligation" shall not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with
the Rule.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event 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, an event is also "material" if it is an event that would be
deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(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 pursuant to subsection
(d), together with a copy of such amendment or supplement and any
explanation provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are
prepared; and
(E) any change in the fiscal year of the City.
-15-
4823-6961-1926\3
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time, the information described in
subsection (b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence, however, the
obligations of the City under this section shall terminate and be without further
effect as of any date on which the City delivers to the Registrar an opinion of
Bond Counsel to the effect that, because of legislative action or final judicial or
administrative actions or proceedings, the failure of the City to comply with the
requirements of this section will not cause participating underwriters in the
primary offering of the Bonds to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended, or any statutes
or laws successory thereto or amendatory thereof
(2) This section (and the faun and requirements of the Disclosure Infoiniation) may
be amended or supplemented by the City from time to time, without notice to
(except as provided in paragraph (c)(3) hereof) or the consent of the Owners of
any Bonds, by a resolution of this Council filed in the office of the recording
officer of the City accompanied by an opinion of Bond Counsel, who may rely on
certificates of the City and others and the opinion may be subject to customary
qualifications, to the effect that: (i) such amendment or supplement (a) is made in
connection with a change in circumstances that arises from a change in law or
regulation or a change in the identity, nature or status of the City or the type of
operations conducted by the City, or (b) is required by, or better complies with,
the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or
supplemented would have complied with the requirements of paragraph (b)(5) of
the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under 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 infolmation or operating data being provided hereunder.
-16-
4823-6961-1926\3
(3) This section 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 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The
City authorizes the Purchaser to forward the amount of Bond proc eds allocable to the payment
of issuance expenses to Old National Bank, on the closing date for rther distribution as directed
by the City's municipal advisor, Ehlers & Associates, Inc.
Adopted this I day of May, 2019.
Mayor
#P1
City Clerk
Attest:
-17-
4823-6961-1926\3
The motion for the adoption o
\\
f--the foregoing resolution was duly seconded by
Councilmember F.1 5 CA) ex- and upon vote being taken thereon, the following
voted in favor thereof:
ps-\4Qfs 3 C h Calla ) c-A-V 4•( (9vx=1
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
-18-
4823-6961-1926\3
EXHIBIT A
Maturity Schedule
Year
Improvement
Utilities Bonds
Equipment
Bonds Bonds
2021 $465,000 $ 255,000
2022 $ 105,000 485,000 265,000
2023 110,000 505,000 280,000
2024 115,000 535,000 295,000
2025 120,000 565,000 310,000
2026 125,000 590,000 325,000
2027 135,000 620,000 340,000
2028 140,000 650,000 360,000
2029 145,000 685,000 375,000
2030 155,000 715,000
2031 160,000
2032 165,000
2033 170,000
2034 175,000
2035 185,000
2036 190,000
$2,195,000 $5,815,000 $2,805,000
A-1
4823-6961-1926\3
EXHIBIT B
Tax Levy
TAX LEVY CALCULATION Issue Wit 333376
City of Edina, MN Dated Date: 6/13/2019
Call Date: 2/1/2028 $10,815,000 General Obligation Bonds, Series 2019A
$2,805,000 Equipment Portion
Tax
Levy
Year
Tax
Collect
Year
Bond
Pay
Year Total P & I
Funds Available (1) P & I @ 10596 Net Levy
2018 / 2019 / 2020 88,825.00 j8s,s25.o0) 0.00 0.00
2019 / 2020 J 2021 395,250.00 415,012.50 415,01250
2020 / 2021 / 2022 392,500.00 412,125.00 412,125.00
2021 / 2022 / 2023 394,250.00 413,962.50 413,96250
2022 / 2023 / 2024 395,250.00 415,012.50 415,012.50
2023 / 2024 / 2025 395,500.00 415,275.00 415,275.00
2024 / 2025 / 2026 395,000.00 414,750.00 414,750.00
2025 / 2026 / 2027 393,750.00 413,437.50 413,43750
2026 / 2027 / 2028 396,750.00 416,587.50 416,58730
2027 / 2028 / 2029 393,750.00 413,437.50 413,437.50
Totals 3,640,825.00 (88,825.00) 3,729,600.00 3,729,600.00
(1) The following funds are available to pay the interest payment due February 1, 2021:
Capitalized Interest: 88,825.00
tEHLERS
B-1
4823-6961-1926\3
EXHIBIT C
Bond Foi n
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION BOND, SERIES 2019A
Maturity Date Date of Original Issue CUSIP No. Interest Rate
R-
February 1, 20_ June 13, 2019
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota (the "City"), acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner named above, or
registered assigns, the principal sum specified above on the maturity date specified above, and to pay
interest thereon from the date of original issue specified above, or the most recent interest payment date to
which interest has been paid or provided for, at the annual rate specified above, payable on February 1
and August 1 in each year, commencing February 1, 2020 (each such date, an "Interest Payment Date"),
to the person in whose name this Bond is registered at the close of business on the 15th day (whether or
not a business day) of the month immediately preceding the payment date, all subject to the provisions
referred to herein with respect to redemption of the principal of this Bond before maturity. The interest so
payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at
the close of business on the fifteenth day (whether or not a business day) of the calendar month next
preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year
composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof, the
principal hereof are payable in lawful money of the United States of America by check or draft by U.S.
Bank National Association in St. Paul, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent
(the "Registrar"), or its designated successor under the resolution described herein. For the prompt and
full payment of such principal and interest as the same respectively become due, the full faith and credit
and taxing powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $10,815,000, all of like date
and tenor, except as to serial number, maturity date, interest rate, redemption privilege and denomination
issued pursuant to a resolution adopted by the City Council on May 21, 2019 (the "Resolution"), to
maintain the Permanent Improvement Revolving Fund of the City, a permanent fund established for the
financing of local improvements for which special assessments may be levied against property
specifically benefited thereby, to finance the costs of improvements to the storm sewer utility and to the
sanitary sewer and water utility of the City, and to finance the City's fire vehicle fleet replacement, and is
C-1
4823-6961-1926\3
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, Chapters 429 and 475 and Sections 444.075
and 412.301. The Bonds are issuable only as fully registered bonds in denominations of $5,000 or any
multiple thereof, of single maturities. The Bonds of this series are issuable only as fully registered Bonds,
in denominations of $5,000 or any multiple thereof, of single maturities.
Bonds of this issue maturing in 2029 and earlier years are payable on their respective stated
maturity dates without option of prior payment, but Bonds having stated maturity dates in 2027 and later
years are each subject to redemption and prepayment at the option of the City, in whole or in part, and if
in part in such order as the City shall determine and by lot as to Bonds maturing on the same date, on
February 1, 2028 and any date thereafter (whether or not an interest payment date), at a price equal to the
principal amount thereof plus interest accrued to the date of redemption.
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed
at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of
redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by
such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or
portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the
redemption price herein specified and from and after such date (unless the City shall default in the
payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the
partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner
or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in
the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment
and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the
contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name
of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of
The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and
interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other
nominee in accordance with the operational arrangements of The Depository Trust Company or other
securities depository as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid
and binding general obligation of the City in accordance with its terms, have been done, do exist, have
happened and have been performed as so required; that prior to the issuance hereof the City has levied or
C-2
4823-6961-1926\3
agreed to levy special assessments on property specially benefited by the improvements financed by the
improvement portion of the Bonds collectible in the years and amounts required to produce sums not less
than five percent in excess of the principal of and interest on such portion of the Bonds as such principal
and interest respectively become due, and has appropriated such special assessments to the Revenue
Account (the "Revenue Account") of its Permanent Improvement Revolving Fund previously established
by the City; and that, on or before each date the City is obligated to pay principal of or interest on such
portion of the Bonds, the City will transfer from its Revenue Account to a separate General Obligation
Permanent Improvement Revolving Fund Bonds, Series 2019A Bond Fund an amount sufficient for the
payment of such principal and interest on such date; and that the City has pledged to the payment of the
principal and interest for the equipment portion of the Bonds ad valorem taxes; and the City has pledged
to the payment of the principal of and interest on the utilities portion of the Bonds net revenues of the
stoim water utility and sanitary sewer and water utility of the City; that in and by the Resolution, the City
has covenanted and agreed with the owner of the Bonds that it will impose and collect charges for the
service, use and availability of its storm water utility and sanitary sewer and water utility at the time and
in the amounts required to produce net revenues adequate to pay all principal of and interest on the
utilities portion of the Bonds and on all other bonds payable from net revenues of the storm water utility
and sanitary sewer and water utility as such principal and interest respectively become due; 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 described herein until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
C-3
4823-6961-1926\3
CITY OF EDINA
(facsimile signature - C Manager) facsimile signature — Mayor
IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota, by its City Council,
has caused this Bond to be executed on its behalf by the manual or fac e signatures of the Mayor and
City Manager, and has caused this Bond to be dated as of the Date of 0 ' tinal Issue set forth above.
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
By
Authorized Representative
C-4
4823-6961-1926\3
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UTMA as Custodian for
(Cust) (Minor)
TEN ENT --as tenants by the entireties under Uniform Transfers to Minors Act
(State)
JT TEN --as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the
within Bond in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar,
which requirements include membership or participation
in STAMP or such other "signature guaranty program" as
may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
Please insert social security or other identifying number of assignee:
C-5
4823-6961-1926\3
COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION
The undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on May 21, 2019, by the City Council of the City of Edina, Minnesota,
setting forth the form and details of an issue of $10,815,000 General Obligation Bonds,
Series 2019A, dated as of June 13, 2019.
I further certify that said Bonds have been entered on my bond register as required by
Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of , 2019.
County Auditor
(SEAL)
4823-6961-1926\3
•
CERTIFICATION OF MINUTES RELATING TO
$10,815,000 GENERAL OBLIGATION BONDS, SERIES 2019A
Issuer: City of Edina, Minnesota
Governing Body: City Council
Cc6tv,AA-4 Itit4 1/4 4.,
Members present: 'frrVel-q-&" :Sr) ALQ ) Kicivitc.)
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2019-39
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $10,815,000 GENERAL
OBLIGATION BONDS, SERIES 2019A
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
I *
WITNESS my hand officially as such recording of day of May, 2019.
Sharon Allison, City Clerk
Kind, date, time and place of meeting: A regular meeting held on May 21, 2019
at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota.
4823-6961-1926\3
It was reported that five (5) proposals had been received prior to 10:00 A.M., Central
Time today for the purchase of the $10,815,000 General Obligation Bonds, Series 2019A of the
City pursuant to the Preliminary Official Statement distributed to potential purchasers of the
Bonds by Ehlers & Associates, Inc., municipal advisor to the City. The proposals have been read
and tabulated, and the terms of each have been determined to be as follows:
[See Attached]
4823-6961-1926\3
e,EHLERS
BID TABULATION
$12,740,000* General Obligation Bonds, Series 2019A
City of Edina, Minnesota
SALE: May 21, 2019
AWARD: BAIRD
Ratings: Tax Exempt - Non-Bank Qualified
Moods Investor's Service "Aaa"
S&P Global Rating "AAA"
NAME OF BIDDER
MATURITY
(February 1) RATE
REOFFERING
YIELD PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
BAIRD $14,927,595.00 $1,903,341.67 1.9515%
Milwaukee, Wisconsin 2021 5.000% 1.460%
C.L. King & AssociatesWMBE 2022 5.000% 1.470%
Dougherty & Company, LLC 2023 5.000% 1.480% Edward Jones 2024 5.000% 1.500% Fidelity Capital Markets
Ross, Si",-faire St Associates, LLC 2025 5.000% 1.520%
Crews & Associates, Inc. 2026 5.000% 1.560%
Davenport & Co. 2027 5.000% 1.600%
Loop Capital Markets 2028 5.000% 1.660%
Northland Securities, Inc. 2029 5.000% 1.760% Oppenheimer & Co. 2030 5.000% 1.800% Duncan-Wdlisms, Inc.
Country Club Bank 2031 3.000% 2.300%
Sierra Pacific Securities 2032 3.000% 2.400%
Isaak Bond Investments, Inc 2033 3.000% 2.500%
Win/mist investment;, LLC 2034 3.000% 2.600%
RBC Capital Markets 2035 3.000% 2.650%
SumRidge Partners 2036 3.00D% 2.700% Alamo Capital WMBE
Stifel, Nicolaus & Company, Inc.
Midland Securities
FMS Bonds Inc.
First Kentucky Securities Corp.
Multi-Bank Securities Inc,
First Southern Securities
Dinosaur Securities
First Bankers' Banc Securities, Inc.
Tribal Capital Markets LLC
Mountainside Securities LLC
Subsequent to bid opening the issue size was decreased to $10,815,000.
Adjusted Price - $12,702,830.67 Adjusted Net Interest Cost - $1,693,857.66 Adjusted TIC - 1.9721%
BUILDING COMMUNITIES. IT'S WHAT WE DO. inrozponlers-inc.cont , I (800) 552-1171 www.ohIers-inc.com
4823-6961-1926\3
MATURITY
NAME OF BIDDER (Febronry 1) RATE
REflitt.RING
YIELD PRICE
VET
IICIEREST
COST
TRUE
rcrEREsT
RATE
RAYMOND JAMES &
ASSOCIATES, INC.
St Petersburg, Florida
514,833,980.40 $1,897,002.93 1.9557%
PIPER /AFFRAY
Minneapolis, Mirmp,ota
$14,907,510.79 $1.923,425.88 1.9739%
HLTTCHDTSON, SHOCKEY,
ERLEY & CO.
Chicago, Illinois
$14,797,483.65 $1,933,499.68 1.9967%
J.P. MORGAN
SECURITIES LLC
New York, New York
$14,662,719.25 51,941,585.75 2.0195%
Bid Tabulation
City of Edina, Minnesota
$12,740,000* General Obligation Bonds, Series 2019A
May 21, 2019
Page 2
4823-6961-1926\3