HomeMy WebLinkAboutResolution No. 2022-70 General Obligation Bond Series 2022B4876-2177-1303\3
CERTIFICATION OF MINUTES RELATING TO
$17,000,000 GENERAL OBLIGATION TEMPORARY CAPITAL IMPROVEMENT PLAN
BONDS, SERIES 2022B
City: City of Edina, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on August 3, 2022, at 7:00 o’clock
p.m., at City Hall, Edina, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2022-70
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $17,000,000 GENERAL OBLIGATION TEMPORARY
CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2022B
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of said
corporation in my legal custody, from which they have been transcribed; that said documents are
a correct and complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to said bonds;
and that said meeting was duly held by the governing body at the time and place and was attended
throughout by the members indicated above, pursuant to call and notice of such meeting given as
required by law.
WITNESS my hand officially as such recording officer on ____________, 2022.
Sharon Allison, City Clerk
August 3
Anderson, Jackson, Pierce, Staunton, Hovland
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It was reported that five (5) proposals for the purchase of $17,000,000 General Obligation
Temporary Capital Improvement Plan Bonds, Series 2022B were received prior to 10 o’clock a.m.,
Central time, pursuant to the Official Statement distributed to potential purchasers of the Bonds
by Ehlers & Associates, Inc., municipal advisors to the City. The proposals have been publicly
opened, read and tabulated and were found to be as follows:
(See Attached)
4876-2177-1303\3 2
4876-2177-1303\3 3
Councilmember ________________ introduced the following resolution and moved its adoption,
which motion was seconded by Councilmember ____________________:
RESOLUTION NO. 2022-70
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $17,000,000 GENERAL OBLIGATION TEMPORARY
CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2022B
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.
On June 21, 2022, this Council held a public hearing on the questions of approving the
City’s Capital Improvement Plan (the “Plan”) and issuing General Obligation Capital
Improvement Plan Bonds, after notice duly published in the official newspaper of the City as set
forth in Minnesota Statutes, Section 475.521. By resolution duly adopted on June 21, 2022, the
Council approved the Plan and authorized the issuance of CIP Bonds in a principal amount not to
exceed $39,000,000, to finance various improvements as identified in the Plan, and authorized the
sale on the date hereof of the City’s General Obligation Temporary Capital Improvement Plan
Bonds, Series 2022B, in a principal amount not to exceed $17,000,000 (the “Bonds”) to finance
capital improvements identified in the Plan, including capital improvements related to the City’s
Fire Station #2 Facility Project (the “Project”).
No petition was filed requesting a vote on the issuance of the CIP Bonds within 30 days
following the public hearing. The maximum amount of principal and interest due on the Bonds in
any year, combined with the maximum debt service on all other obligations issued by the City
under Minnesota Statutes, Section 475.521 (not in excess of $2,182,575), does not exceed 0.16%
($22,074,210) of the estimated market value of all taxable property in the City ($13,796,381,100).
This Council finds, determines and declares that all conditions precedent to the offering for
sale of definitive capital improvement plan bonds (“Definitive Bonds”) exist. Pursuant to
Minnesota Statutes, Section 475.61, Subdivision 6, as amended, the City is authorized to issue its
general obligation temporary bonds in anticipation of the issuance of the Definitive Bonds or
additional temporary obligations. The Bonds are issued pursuant to Minnesota Statutes, Section
475.521 and Chapter 475.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on
behalf of the City by Ehlers & Associates, Inc., municipal advisor to the City, sealed proposals for
the purchase of the Bonds were received at or before the time specified for receipt of proposals.
The proposals have been opened, 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 Morgan Stanley & Co, LLC, in New York, New York (the
Pierce Jackson
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“Purchaser”), and associates, to purchase the Bonds in the principal amount of $17,000,000 at a
price of $16,946,762.36 plus accrued interest, if any, on all Bonds to the day of issuance and
delivery, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed to execute a contract on behalf of the City
for the sale of the Bonds in accordance with the terms of the 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.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed
precedent to and in the valid issuance of the Bonds having been done, now existing, having
happened and having been performed, it is now necessary for the Council to establish the form and
terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of the date of issuance thereof, shall be in the denomination of $5,000 each, or
any integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from their date of original issue until paid or duly
called for redemption at the annual rates set forth opposite such years and amounts, as follows:
Year Amount ($) Rate (%)
2025 17,000,000 2.000
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond at the principal office of the Registrar (as hereinafter defined), the principal
amount thereof, shall be payable by check or draft issued by the Registrar; provided that, so long
as the Bonds are registered in the name of a securities depository, or a nominee thereof, in
accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the
operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the
Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 2023,
each such date being referred to herein as an Interest Payment Date, to the persons in whose names
the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar’s close of
business on the fifteenth day of the calendar month next preceding such Interest Payment Date,
whether or not such day is a business day. Interest shall be computed on the basis of a 360-day
year composed of twelve 30-day months.
2.04. Redemption. The Bonds shall be subject to redemption and prepayment at the option
of the City, in whole or in part, by lot as selected by the Registrar, in multiples of $5,000, on
February 1, 2024, and any date thereafter, at a price equal to the principal amount thereof plus
accrued interest to the date of redemption. Prior to the date specified for the redemption of any
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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.
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank Trust
Company, National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent
and paying agent (the “Registrar”). The Mayor and the City Manager are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, such corporation shall be authorized to act as successor
Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the
services performed. The City reserves the right to remove the Registrar upon thirty 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 and shall deliver the bond
register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a)Register. The Registrar shall keep at its principal corporate trust office a
bond register in which the Registrar shall provide for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b)Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer 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
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a like aggregate principal amount and maturity, as requested by the registered owner or the
owner’s attorney in writing.
(d)Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e)Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f)Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the owner’s
order shall be valid and effectual to satisfy and discharge the liability upon such Bond to
the extent of the sum or sums so paid.
(g)Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon partial redemption), 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
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the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the signatures
of the Mayor and the City Manager, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any
Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the
same as if he or she had remained in office until delivery. Notwithstanding such execution, no
Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on such Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of authentication
on different Bonds need not be signed by the same representative. The executed certificate of
authentication on each Bond shall be conclusive evidence that it has been authenticated and
delivered under this Resolution. When the Bonds have been so prepared, executed and
authenticated, the City Finance Director shall deliver them to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
2.08. 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.
“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 pursuant to which the sender
agrees to comply with DTC’s Operational Arrangements.
(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
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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 DTC’s Operational Arrangements, 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 (e)
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 (e) 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 (e) hereof.
(d)The execution and delivery of the Representation Letter to DTC, if not previously
filed with DTC, by the Mayor or Clerk is hereby authorized and directed.
(e)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 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.
2.09. Form of Bonds. The Bonds shall be printed in substantially the form found at
Exhibit A hereto.
SECTION 3. GENERAL OBLIGATION TEMPORARY CAPITAL IMPROVEMENT PLAN
BONDS, SERIES 2022B CONSTRUCTION FUND. There is hereby established on the official
books and records of the City a General Obligation Temporary Capital Improvement Plan Bonds,
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Series 2022B Construction Fund (the “Construction Fund”). The City Finance Director shall
maintain the Construction Fund until payment of all costs and expenses incurred in connection
with the construction of the Project have been paid. To the Construction Fund there shall be
credited from the proceeds of the Bonds an amount equal to $16,459,429.03, representing the
estimated costs of the Project ($16,357,629.03) and costs of issuance of the Bonds ($101,800.00).
From the Construction Fund there shall be paid all construction costs and expenses incurred by the
City in construction of the Project. After payment of all construction costs, the Construction Fund
shall be discontinued and any Bond proceeds remaining therein received shall be credited to the
Bond Fund described in Section 4.01 hereof.
SECTION 4. GENERAL OBLIGATION TEMPORARY CAPITAL IMPROVEMENT PLAN
BONDS, SERIES 2022B BOND FUND; PLEDGE OF TAXING POWER.
4.01. General Obligation Temporary Capital Improvement Plan Bonds, Series 2022B
Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon
unpaid, the City Finance Director shall maintain a separate debt service fund on the official books
and records of the City to be known as the General Obligation Temporary Capital Improvement
Plan Bonds, Series 2022B Bond Fund (the “Bond Fund”), and the principal of and interest on the
Bonds shall be payable from the Bond Fund. The City irrevocably appropriates to the Bond Fund
(i)Bond proceeds in the amount of $487,333.33, representing capitalized interest; (ii) the amounts
specified in Section 3 above, after payment of all costs of the Project; (iii) all taxes levied and
collected in accordance with this resolution; and (iv) all other moneys as shall be appropriated by
the Council to the Bond Fund from time to time.
If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest and
principal then due on all Bonds payable therefrom, the payment shall be made from any fund of
the City which is available for that purpose, subject to reimbursement from the Bond 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. Pledge of Taxing Powers. 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 Fund in accordance with the provisions and covenants contained
in this Resolution. It is estimated that capitalized interest and proceeds of definitive bonds will be
will be sufficient to produce sums not less than five percent in excess of the principal of and interest
on the Bonds when due; but if necessary for payment of such principal and interest, ad valorem
taxes are required to be levied upon all taxable property in the City, without limitation as to rate
or amount.
4.03. Refunding. The City hereby covenants and agrees that at or prior to the maturity of
the Bonds it will sell and issue its Definitive Bonds or additional temporary bonds pursuant to
Minnesota Statutes, Section 475.61, subd. 6, in an aggregate principal amount at least sufficient to
provide the amount needed, together with any other money appropriated to the Bond Fund, to pay
the principal of and interest on the Bonds due at their maturity. If the Bonds are not paid in full at
maturity, the registered owners thereof shall have the right to require the City to issue and
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exchange, at par, new temporary bonds for the Bonds, maturing within one year from their date of
issuance and bearing interest at the maximum rate permitted by law.
SECTION 5. 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 registered owners
of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which
are 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, 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, redemption premium, if any, and interest 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 the Registrar or with a bank or trust company qualified by law to act as an escrow
agent for this purpose, cash or securities which are authorized by law to be so deposited for such
purpose, bearing interest payable at such times and at such rates and maturing or callable at the
holder’s option on such dates as shall be required to pay all principal and interest to become due
thereon to maturity or, if notice of redemption as herein required has been irrevocably provided
for, to an earlier designated redemption date, provided, however, that if such deposit is made more
than ninety days before the maturity date or specified redemption date of the Bonds to be
discharged, the City shall have received a written opinion of Bond Counsel to the effect that such
deposit does not adversely affect the exemption of interest on any Bonds from federal income
taxation and a written report of an accountant or investment banking firm verifying that the deposit
is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and
before their maturity dates or earlier designated redemption date.
SECTION 6. CERTIFICATION OF PROCEEDINGS.
6.01. Registration of Bonds. The City Clerk is hereby authorized and directed to file a
certified copy of this Resolution with the County Auditor of Hennepin County, together with such
additional information as the Auditor may require, and to obtain from the Auditor a certificate that
the Bonds have been duly entered upon the Auditor’s bond register.
6.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such
other affidavits, certificates and information as may be required to show the facts relating to the
legality and marketability of the Bonds, as the same appear from the books and records in their
custody and control or as otherwise known to them, and all such certified copies, affidavits and
certificates, including any heretofore furnished, shall be deemed representations of the City as to
the correctness of all statements contained therein.
6.03. Official Statement. The Official Statement relating to the Bonds, prepared and
distributed by Ehlers & Associates, Inc., is hereby approved. Ehlers & Associates, Inc. is hereby
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authorized on behalf of the City to prepare and distribute to the Purchaser within seven business
days from the date hereof, a supplement to the Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such other information
relating to the Bonds as is required to be included in the Official Statement by Rule l5c2-12
adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange
Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates
as may be appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
6.04. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City
authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of
issuance expenses to Wells Fargo Bank, National Association on the closing date for further
distribution as directed by Ehlers & Associates, Inc.
SECTION 7. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
7.01. General Tax Covenant. The City covenants and agrees with the registered owners
of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents
any actions that would cause interest on the Bonds to become includable in the gross income of
the recipient under the Internal Revenue Code of 1986, as amended (the “Code”) and applicable
Treasury Regulations (the “Regulations”), 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. In particular, the City covenants and agrees that all
proceeds of the Bonds deposited in the Construction Fund will be expended solely for the payment
of the costs of the Project. All improvements so financed will be owned and maintained by the
City as part of the public infrastructure of the City and available for use by members of the general
public on a substantially equal basis. The City has not entered and will not enter into any lease,
management, use or other agreement or contract relating to the use of the Project, or any portion
thereof, 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.
7.02. Arbitrage Certification. The Mayor and City Manager, being the officers of the City
charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148
of the Code and applicable Regulations stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds
of the Bonds will not be used in a manner that would cause the Bonds to be “arbitrage bonds”
within the meaning of the Code and Regulations.
7.03. Arbitrage Rebate. The City acknowledges that the Bonds may be subject to the
rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at such
times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no “gross proceeds” of the Bonds
4876-2177-1303\3 12
(other than amounts constituting a “bona fide debt service fund”) arise during or after the
expenditure of the original proceeds thereof.
7.04. Not Qualified Tax-Exempt Obligations. The Bonds are not designated as “qualified
tax-exempt obligations” for purposes of Section 265(b)(3) of the Code relating to the disallowance
of interest expense for financial institutions.
7.05. 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 Project 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 this certification shall not apply
(i) with respect to certain de minimis expenditures, if any, with respect to the Project meeting the
requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to “preliminary
expenditures” for the Project as defined in Section 1.150-2(f)(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.
7.06. 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
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.
(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:
4876-2177-1303\3 13
(1)on or before twelve (12) months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2022, 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 generally accepted accounting principles 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: Current Property Valuations, Direct Debt, Tax Levies and
Collections, US Census Data/Population Trend, and
Employment/Unemployment Data.
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 the Municipal Securities Rulemaking Board (“MSRB”) through its Electronic Municipal Market
Access System (“EMMA”) or to the SEC. 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, that 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
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.
4876-2177-1303\3 14
(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 perform;
(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 termination
of a definitive 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;
(O)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.
For purposes of the events identified in paragraphs (O) 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
4876-2177-1303\3 15
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.
(c)Manner of Disclosure.
(1)The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, 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
4876-2177-1303\3 16
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 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 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 information or operating data being provided hereunder.
(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.
Upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
4876-2177-1303\3
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF EDINA
GENERAL OBLIGATION TEMPORARY CAPITAL IMPROVEMENT PLAN BOND, SERIES 2022B
R-1 $17,000,000.00
Interest Rate Maturity Date Date of Original Issue CUSIP No.
2.000% February 1, 2025 August 25, 2022
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: SEVENTEEN MILLION DOLLARS
THE CITY OF EDINA, 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, and promises to pay interest thereon
from the date of original issue specified above or from the most recent Interest Payment Date (as hereinafter
defined) to which interest has been paid or duly provided for, at the annual interest rate specified above,
payable on February 1 and August 1 in each year, commencing August 1, 2023 (each such date, an Interest
Payment Date), 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 immediately preceding calendar month, all subject to the
provisions referred to herein with respect to the redemption of the principal of this Bond before maturity.
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 at the principal office of the agent of the
Registrar described below, the principal hereof are payable in lawful money of the United States of America
by check or draft drawn on U.S. Bank Trust Company, National Association, St. Paul, Minnesota, as bond
registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein
(the “Registrar”) or other agreed-upon means of payment by the Registrar. 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 (the “Bonds”) in the aggregate principal amount of $17,000,000, issued
pursuant to a resolution adopted by the City Council (the “Council”) on August 3, 2022 (the “Resolution”)
to provide funds to finance various improvements as identified in the City’s Capital Improvement Plan
approved by the Council in accordance with Minnesota Statutes, Section 475.521, and is issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Chapter 475. The Bonds are issuable only in fully registered form, in
denominations of $5,000 or any integral multiple thereof, of single maturities.
4876-2177-1303\3 3
The City has covenanted and agreed that at or prior to the maturity of the Bonds it will sell and
issue its definitive bonds or additional temporary bonds pursuant to Minnesota Statutes, Section 475.61,
subd. 6, in an aggregate principal amount at least sufficient to provide the amount needed, together with
any other money appropriated to the debt service fund for the Bonds, to pay the principal of and interest on
the Bonds due at their maturity. If the Bonds are not paid in full at maturity, the registered owners thereof
shall have the right to require the City to issue and exchange, at par, new temporary bonds for the Bonds,
maturing within one year from their date of issuance and bearing interest at the maximum rate permitted by
law.
The Bonds are 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, 2024, and any date thereafter, at a price equal
to the principal amount thereof plus accrued interest to the date of redemption. 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.
The Bonds are not designated as “qualified tax-exempt obligations” for purposes of Section
265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions.
The City shall cause notice of the call for redemption to be published if and as required by law and,
at least thirty (30) and not more than sixty (60) days prior to the date specified for redemption, will cause
notice of the call thereof 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 register maintained by the Registrar, but no defect in or failure to
give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid,
the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable
at the redemption price therein specified, and from and after such date (unless the City shall default in the
payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge,
representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner’s attorney duly authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the
owner’s attorney; and may also be surrendered in exchange for Bonds of other authorized denominations.
Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate
4876-2177-1303\3 4
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 established its General
Obligation Temporary Capital Improvement Plan Bonds, Series 2022B Bond Fund and has appropriated
thereto such capitalized interest and proceeds of definitive bonds as will be sufficient to produce sums not
less than five percent in excess of the principal of and interest on the Bonds when due; that if necessary for
payment of such principal and interest, ad valorem taxes are required to be levied upon all taxable property
in the City, without limitation as to rate or amount; that all proceedings relative to the improvements
financed by this Bond have been or will be taken according to law and that the issuance of this Bond,
together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual
issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the
Registrar by manual signature of one of its authorized representatives.
4876-2177-1303\3 5
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council, has caused this Bond
to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
CITY OF EDINA, MINNESOTA
(facsimile signature - City Manager) (facsimile signature - Mayor)
_______________
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication: _________________
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Registrar
By
Authorized Representative
_______________
Scott Neal (Aug 8, 2022 12:13 CDT)
4876-2177-1303\3 6
The following abbreviations, when used in the inscription on the face of this Obligation, shall be
construed as though they were written out in full according to the 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.
_______________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________________________ the within Obligation and all rights
thereunder, and does hereby irrevocably constitute and appoint
_____________________________________________________ attorney to transfer the said Obligation
on the books kept for registration of the within Obligation, 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:
4876-2177-1303\3
HENNEPIN 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 August 3, 2022, by the City Council of the City of Edina, Minnesota, setting forth
the form and details of an issue of $17,000,000 General Obligation Temporary Capital
Improvement Plan Bonds, Series 2022B, dated as of August 25, 2022.
I further certify that the issue has been entered on my bond register as required by
Minnesota Statutes, Section 475.62 through 475.63.
WITNESS my hand and official seal this _____ day of _____________, 2022.
Hennepin County Auditor / Treasurer
(SEAL)