HomeMy WebLinkAboutResolution No. 2012-139 Sale of Bonds for $10,765,000 G.O. Bonds Series 2012B CERTIFICATION OF MINUTES RELATING TO
$815,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 2012B
Issuer: City of Edina, Minnesota
Governing Body: City Council
Kind, date,time and place of meeting: A regular meeting held on October 16, 2012
at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota.
Members present: Bennett, Brindle, Sprague, Swenson and Mayor Hovland
Members absent: None
Documents Attached:
Minutes of said meeting (including): Pages 1 through 18
RESOLUTION NO. 2012-139
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $815,000 TAXABLE
GENERAL OBLIGATION BONDS, SERIES 2012B
I,the undersigned, being the duly qualified and acting recording officer of the
public corporation issuing the bonds referred to in the title of this certificate, certify that the
documents attached hereto, as described above,have been carefully compared with the original
records of said corporation in my legal custody, from which they have been transcribed;that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this ► day of
October, 2012.
Debra Mangen, ity Cl rk
•
It was reported that six (6) proposals had been received prior to 10:00 A.M.,
Central Time today for the purchase of the $815,000 Taxable General Obligation Bonds, Series
2012B of the City in accordance with the Official Statement distributed by the City to potential
purchasers of the Bonds. The proposals have been read and tabulated, and the terms of each
have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See Attached]
BID TABULATION
• $820,000* Taxable General Obligation Bonds, Series 20128
CITY OF EDINA, MINNESOTA
SALE: October 16, 2012
AWARD: UNITED BANKERS' BANK
RATINGS: Moody's Investors Service, Inc. "Aaa" BBI: 3.64%
Standard & Poor's Credit Markets "AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
UNITED BANKERS' BANK 2014 0.450% 0.450% $815,900.00 $44,272.19 1.2912%
Bloomington, Minnesota 2015 0.550% 0.550%
2016 0.650% 0.650%
2017 0.900% 0.900%
2018 1.150% 1.150%
2019** 1.600% 1.600%
2020** 1.600% 1.600%
CRONIN &COMPANY, INC. 2014 2.000% $840,779.65 $47,782.57 1.3700%
Minneapolis, Minnesota 2015 2.000%
• 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
UMB BANK, N.A. 2014 0.550% $816,310.00 $48,219.22 1.4056%
Kansas City, Missouri 2015 0.650%
2016 0.800%
2017 1.000%
2018 1.250%
2019 1.750%
2020 1.750%
NORTHLAND SECURITIES, INC. 2014 1.000% $813,054.25 $52,084.56 1.5241%
Minneapolis, Minnesota 2015 1.000%
2016 1.000%
2017 1.000%
2018 1.250%
2019 1.500%
2020 1.800%
*Subsequent to bid opening the issue size was decreased to$815,000.
10ted Price-$810,925.00 Adjusted Net Interest Cost-$42,604.58 Adjusted TIC- 1.2765%
**$220,000 Term Bond due 2020 with mandatory redemption in 2019 (Adjusted par amount$205,000)
EHLERS Minnesota phone 651-697-8500 3060 Centre Pointe Drive
LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122
$820,000 Taxable General Obligation Bonds, Series 2012B Page 2
of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
PIPER JAFFRAY&CO. 2014 1.000% $815,904.80 $55,231.87 1.6113%
Minneapolis, Minnesota 2015 1.000%
2016 1.000%
2017 1.200%
2018 1.500%
2019 1.750%
2020 2.000%
BERNARD[ SECURITIES, INC. 2014 2.000% $821,640.00 $68,220.22 1.9858%
Chicago, Illinois 2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.200%
•
•
• Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2012-139
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $815,000 TAXABLE
GENERAL OBLIGATION BONDS, SERIES 2012B
BE IT RESOLVED by the City Council of the City of Edina, Minnesota (the
"City"), as follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. The City has presently outstanding its General
Obligation Bonds, Series 2009B (the "Series 2009B Bonds"), initially dated as of April 29,
20099 and its General Obligation Recreational Facilities Bonds, Series 2009C, initially dated as
of December 10, 2009 (the "Series 2009C Bonds"), issued pursuant to Minnesota Laws 1961,
Chapter 655 (the "Act"), and Minnesota Statutes, Chapter 475. The Series 2009C Bonds and a
portion of the Series 2009B Bonds are payable primarily out of the net revenues to be derived
• from the municipal golf courses, ice arena, swimming pool and liquor stores of the City (the
"Net Revenues"). This Council has previously determined to issue and sell $815,000 principal
amount of Taxable General Obligation Bonds, Series 2012B, of the City (the "Bonds") pursuant
to the Act and Minnesota Statutes, Chapter 475,to defray the expense incurred and estimated to
be incurred by the City in connection with the construction of a training center at Braemar Arena
(the "Project"), including every item of cost of the kinds authorized in Minnesota Statutes,
Section 475.65. The Bonds are payable primarily out of the Net Revenues (the "Net Revenues").
The Project to be financed by the Bonds does not include any portion of the construction at
Braemar Arena of space to be used for the operation of a sporting goods store. In connection
with the issuance of the Bonds the City is also issuing its General Obligation Bonds, Series
2012C (the "Series 2012C Bonds"), pursuant to the Act and Minnesota Statutes, Chapter 475,
which will be payable primarily out of the Net Revenues.
1.02. Findings. It is hereby found, determined and declared that the Net
Revenues in the fiscal year ended December 31, 2011 exceeds the maximum amount of principal
and interest to become due in any future fiscal year on the Bonds, the Series 2009C Bonds, the
Series 2012C Bonds and the portion of the Series 2009B for which the Net Revenues are pledged
(the "Outstanding Recreational Facilities Bonds").
1.03. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an
independent financial advisor, to assist the City in connection with the sale of the Bonds. The
Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph
(9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60,
• Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds, six (6) proposals for
• the purchase of the Bonds were received at or before the time specified for receipt of proposals.
The proposals have been opened and publicly read and considered, and the purchase price,
interest rates and true interest cost under the terms of each bid have been determined. The most
favorable proposal received is that of United Bankers' Bank, of Bloomington, Minnesota, and
associates (the "Purchaser"), to purchase the Bonds at a price of$810,925.00, the Bonds to bear
interest at the rates set forth in Section 2.01. The proposal is hereby accepted, and the Mayor
and the City Manager are hereby authorized and directed to execute a contract on the part of the
City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful
bidders shall be returned forthwith.
1.04. Performance of Requirements. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,to happen
and to be performed precedent to and in the valid issuance of the Bonds having been done,
existing, having happened and having been performed, it is now necessary for this Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be
designated Taxable General Obligation Bonds, Series 2012B, shall be originally dated as of
November 15, 2012, 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
November 15, 2012 until paid at the respective annual rates set forth opposite such years and
amounts, as follows:
Year Amount Rate
2014 $110,000 0.45%
2015 125,000 0.55%
2016 125,000 0.65%
2017 125,000 0.90%
2018 125,000 1.15%
2019 205,000 1.60%
The Bonds shall be issuable only in fully registered form. 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.
2.02. 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 August 1, 2013, 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.
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• 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) Re ig ster. 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.
(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.
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(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.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City,evidencing the same debt, and entitled to the
• same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.04. 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
performed. The City reserves the right to remove any Registrar upon thirty (30) days' notice and
upon the appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Bonds in its possession to the successor Registrar.
2.05. Redemption. The Bonds are not be subject to optional redemption prior to
maturity.
Bonds maturing on February 1, 2020 are subject to mandatory redemption, at a
redemption price equal to their principal amount plus interest accrued thereon to the redemption
date, without premium, on February 1 in each of the years shown below, in an amount equal to
the following principal amounts:
•
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• Bonds Maturing on February 1, 2020
Sinking Fund Aggregate
Payment Date Principal Amount
February 1, 2019 $130,000
February 1, 2020 75,000
Prior to the date set for redemption of any Bond prior to its stated maturity date,
the City Finance Director shall cause notice of the call for redemption thereof to be published as
required by law and, not more than sixty(60) and not fewer than thirty (30) days prior to the
designated redemption date, shall cause notice of the call to be mailed to the registered holders of
any Bonds to be redeemed at their addresses as they appear on the bond register described in
Section 2.03 hereof, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond not affected by such defect or
failure. The notice of redemption shall specify the redemption date, redemption price, the
numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which
the Bonds are to be surrendered for payment, which is the principal office of the Registrar.
Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to
be redeemed shall, on the redemption date,become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
• redemption price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without
charge, upon surrender of such Bond to the Registrar, one or more new Bonds of such same
series in authorized denominations equal in principal amount to the unredeemed portion of the
Bond so surrendered.
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.
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2.07. Form of Bonds. The Bonds shall bet typed or printed in substantial) the
•
YP P Y
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
TAXABLE GENERAL OBLIGATION BOND, SERIES 2012B
R- $
Interest Maturity Date of
Rate Date Original Issue CUSIP
% February 1, 20_ November 15, 2012
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, without option of prior payment, 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 August 1, 2013 (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. 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$815,000, all of
like date and tenor, except as to maturity date, interest rate, and denomination issued pursuant to
• a resolution adopted by the City Council on October 16, 2012 (the "Resolution"), for the purpose
of financing improvements to the City's ice arena, and is issued pursuant to and in full
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• conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Laws 1961, Chapter 655, and Minnesota Statutes, Chapter 475.
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 maturing in the year 2020 shall be subject to mandatory redemption prior
to maturity by lot pursuant to the mandatory sinking fund requirements of the Resolution on
February 1 in the years and in the principal amounts set forth in the Resolution at a redemption
price equal to the stated principal amount thereof to be redeemed plus interest accrued thereon to
the redemption date, without premium. Notice of redemption shall be given as provided in the
following paragraph.
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, by
the Resolution the City has pledged to the payment of the principal of and interest on the Bonds
the net revenues of the City's golf courses, swimming pool, ice arena and liquor stores as shall
• be required to pay such principal and interest and on a parity with the pledge of such net
revenues to the payment of other outstanding bonds of the City; that if necessary for payment of
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• the 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; and that the issuance of this Bond 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 described herein until the Certificate of
Authentication hereon shall have been executed by the Registrar by manual signature of one of
its authorized representatives.
IN WITNESS WHEREOF, the City of Edina, Hennepin County, Minnesota,by
its City Council, has caused this Bond to be executed on its behalf by the manual or facsimile
signatures of the Mayor and City Manager, and has caused this Bond to be dated as of the Date
of Original Issue set forth above.
CITY OF EDNA
City Manager Mayor
•
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants UTMA ................. Custodian ......................
in common (Cust) (Minor)
under Uniform Transfers to Minors Act...................
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• TEN ENT -- as tenants (State)
by entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this assignment
OF ASSIGNEE: must correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Bond Registrar, which
requirements include membership or participation
in the Securities Transfer Association Medalion
Program (STAMP) or such other"signature
guaranty program" as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
[End of Bond Form.]
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• 2.08. Use of Securities Depository; Book-Entry Only The provisions of
this Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent
they are inconsistent therewith.
(a) The Depository Trust Company ("DTC") has agreed to act as securities
depository for the Bonds, and to provide a Book-Entry Only System for registering the
ownership interest of the financial institutions for which it holds the Bonds (the "DTC
Participants"), and for distributing to such DTC Participants such amount of the principal and
interest payments on the Bonds as they are entitled to receive, for redistribution to the beneficial
owners of the Bonds as reflected in their records (the "Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as
securities depository, the Bonds shall be issued in typewritten form, one for each maturity in a
principal amount equal to the aggregate principal amount of each maturity, shall be registered in
the name of the securities depository or its nominee, shall be subject to the provisions of this
Section 2.08, and no Beneficial Owner shall have the right to receive a certificate of ownership
or printed Bond. While DTC is acting as the securities depository, the Bonds shall be registered
in the name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the
City and the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE & CO., the words "CEDE & CO." in this Order shall refer to such
new nominee of DTC.
• 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.
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(d) In the event the City determines that it is in the best interests of the Beneficial
Owner that they be able to obtain printed Bonds, the City may so notify the securities depository
and the Registrar, whereupon the securities depository shall notify the Beneficial Owners of the
availability through the securities depository of such printed Bonds. In such event, the City shall
cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully
executed and authenticated, as requested by the securities depository in appropriate amounts and,
whenever the securities depository requests, the City and the Registrar shall cooperate with the
securities depository in taking appropriate action after reasonable notice to make available
printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners
entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below,
whichever is applicable.
(e) Notwithstanding any other provisions of this Resolution to the contrary, so
long as any Bond is registered in the name of a securities depository or its nominee, all payments
of principal and interest on the Bond and all notices with respect to the Bond shall be made and
given, respectively, to the securities depository.
(f) In the event that the Book-Entry Only System established pursuant to this
Section is discontinued, except as provided in clause (g), the Bonds shall be issued through the
securities depository to the Beneficial Owners.
(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. 2012B Taxable General Obligation Bonds Construction Fund.
Proceeds of the Bonds shall be deposited in a separate Series 2012B Taxable General Obligation
Bonds Construction Fund (the "Construction Fund") which shall be created and maintained on
the books of the City as a separate account. The Construction Fund shall be used solely to defray
expenses of the Project and of costs of issuance of the Bonds. Upon completion and payment of
all costs of the Project, any amounts remaining in the Construction Fund shall be credited and
paid to the Bond Fund created pursuant to Section 4 hereof.
Section 4. Bond Fund.
4.01. 2012B Taxable General Obligation Bond Fund. The Bonds shall be
payable from a separate Taxable General Obligation Bonds, Series 2012B Bond Fund (the "Bond
Fund"), which the City agrees to maintain until the Bonds have been paid in full. If the moneys
in the Bond Fund should at any time be insufficient to pay principal and interest due on the
Bonds, such amounts shall be paid from other moneys on hand in other funds of the City, which
•
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I
• other funds shall be reimbursed therefor when sufficient moneys become available in the Bond
Fund. There shall be credited to the Bond Fund the following:
(a) All collections of any taxes levied for the payment of the principal of or
interest on the Bonds, and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including the Net
Revenues herein pledged and appropriated to the Bond Fund.
(b) The sum of$121,933 from Net Revenues, which amount shall be credited to a
separate subaccount in the Bond Fund as a reserve for the Bonds as required by the Act,
and which amounts equal the average annual amount of principal and interest to become
due on the Bonds and is required to be deposited therein pursuant to the Act.
(c) Any other funds appropriated by the City for the payment of the Bonds.
4.02. Pledge of Net Revenues. The Net Revenues are hereby irrevocably pledged
and appropriated to the payment of the Bonds and interest thereon when due and the
maintenance of the reserve account required by the Act. The pledge of the Net Revenues to the
payment of the Bonds and maintenance of the reserve account is on a parity with the pledge of
the Net Revenues to the payment of the Outstanding Recreational Facilities Bonds. Nothing
herein shall preclude the City from hereafter making further pledges and appropriations of the
Net Revenues for 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 will be sufficient, together with any other sources pledged to the payment of the
Bonds, the Outstanding Recreational Facilities Bonds and additional obligations, for payment of
the Bonds, the Outstanding Recreational Facilities Bonds and such additional obligations. Such
further pledges and appropriations of Net Revenues may be made superior or subordinate to, or
on a parity with, the pledge and appropriation herein made.
Section 5. Pledge of Taxing Powers. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. It is,
however, presently estimated that the funds appropriated pursuant to Section 4 hereof will
provide sums not less than 5% in excess of principal and interest on the Bonds when due, and
therefore no tax levy is presently required.
Section 6. 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,
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• 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 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.
Section 7. County Auditor Registration, Certification of Proceedings, Investment
of Money, Arbitrage and Official Statement.
7.01. 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.
7.02. 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.
7.03. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will
enhance the marketability of the Bonds, the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
Outstanding Bonds (as hereinafter defined). The City is the only"obligated person" in respect of
the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of
which continuing disclosure must be made.
If the City fails to comply with any provisions of this Section 7.03, any person
aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and observance of
any agreement or covenant contained in this Section 7.03, 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
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• anything to the contrary contained herein, in no event shall a default under this Section 7.03
constitute a default under the Bonds or under any other provision of this resolution.
As used in this Section 7.03, "Owner" or `Bondowner" means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any `Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect
of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent
with respect to, or to dispose of ownership of, such Bond (including persons or entities holding
Bonds through nominees, depositories or other intermediaries), or(b) is treated as the owner of
the Bond for federal income tax purposes. As used herein, "Outstanding " means when used
with reference to Bonds means all Bonds which have been issued and authenticated by the
Registrar except (i) Bonds which have been paid in full (ii) Bonds which have been cancelled by
the Registrar or surrendered to the Registrar for cancellation and (iii) Bonds which have been
discharged as provided in Section 6 hereof.
(b) Information To Be Disclosed. The City will provide, in the manner set forth
in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City,
• commencing with the fiscal year ending December 31, 2013 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 set forth below, which information may be
unaudited, but is to be certified as to accuracy and completeness in all material
respects by the fiscal officer of the City, to the best of his or her knowledge,
which certification may be based on the reliability of information obtained from
governmental or other third party sources:
Current Property Valuations; Direct Debt; Tax Levies and
• Collections; Population Trend; Employment/Unemployment.
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Notwithstanding the foregoing paragraph, if the audited financial statements are
not available by the date specified, the City shall provide on or before such date unaudited
financial statements in the format required for the audited financial statements as part of the
Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the
audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements, which have
been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information a
statement to such effect; provided, however, if such operations have been replaced by other City
operations in respect of which data is not included in the Disclosure Information and the City
determines that certain specified data regarding such replacement operations would be a Material
Fact (as defined in paragraph (2) of this subsection (b)), then, from and after such determination,
the Disclosure Information shall include such additional specified data regarding the replacement
operations.
If the Disclosure Information is changed or this Section 7.03 is amended as
permitted by this paragraph (1) or subsection (d), then the City shall include in the next
Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the
reasons for the amendment and the effect of any change in the type of financial information or
operating data provided.
(2) In a timely manner not in excess of 10 business days after the occurrence of the
event, notice of any of the following events with respect to the Bonds:
(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
• Bonds, or other material events affecting the tax status of the Bonds;
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• (G) Modifications to rights of security holders, if material;
(H) Bond calls (other than scheduled mandatory redemptions, 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 a similar event with respect to the
City;
(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 and
(N) Appointment of a successor or additional trustee or the change of name of a
• trustee, if material.
(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 (1) of this subsection (b) at the time specified
thereunder;
(B) the amendment or supplementing of this Section 7.03 pursuant to
subsection (d), together with a copy of such amendment or supplement and
any explanation provided by the City under paragraph (2) of subsection (d);
(C) the termination of the obligations of the City under this Section
7.03 pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information
described in subsection (b) as follows:
•
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• (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 7.03 shall remain in effect so long as
any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this Section 7.03 shall terminate and be without further effect as of any date on
which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of
legislative action or final judicial or administrative actions or proceedings, the failure of the City
to comply with the requirements of this Section 7.03 will not cause participating underwriters in
the primary offering of the Bonds to be in violation of the Rule or other applicable requirements
of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto
or amendatory thereof.
(2) This Section 7.03 (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 (3) of subsection (b)) 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 7.03 as so amended or supplemented
would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment
or supplement was in effect at the time of the primary offering; and (iii) such amendment or
supplement does not materially impair the interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
operating data being provided hereunder.
(3) This Section 7.03 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.
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Section 8. 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 Klein Bank, on the closing date for further distribution as
directed by the City's financial advisor, Ehlers & Associates, Inc.
Adopted this 16th day of October, 2012.
Mayor
Attest:
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Brindle and upon vote being taken thereon, the following voted in favor thereof:
Hovland, Bennett, Brindle, Sprague, Swenson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
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