HomeMy WebLinkAboutResolution No. 2005-052 2005C GO TIF Bond Refunding CERTIFICATION OF MINUTES RELATING TO
$6,220,000 TAXABLE GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 2005C
Issuer: City of Edina,Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on June 21, 2005, at
7:00 o'clock P.M., at the Edina City Hall.
Members present: Housh, Hulbert,Masica, Swenson, and Mayor Hovland
Members absent: None
Documents attached:
Minutes of said meeting including (pages): 1 through 17
RESOLUTION NO. 2005-52
RESOLUTION RELATING TO $6,220,000 TAXABLE
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 2005C; AWARDING THE SALE, FIXING
THE FORM AND DETAILS AND PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND SECURITY
THEREFOR
I, the undersigned, being the duly qualified and acting recording officer of
the public corporation issuing the obligations referred to in the title of this certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of the corporation in my legal custody, from which
they have been transcribed; that the documents are a correct and complete transcript of
the minutes of a meeting of the governing body of the corporation, and correct and
complete copies of all resolutions and other actions taken and of all documents approved
by the governing body at the meeting, insofar as they relate to the obligations; and that
the meeting was duly held by the governing body at the time and place and was attended
throughout by the members indicated above,pursuant to call and notice given as required
by law.
WITNESS my hand officially as such recording officer thipA5day of
2005.
Debra Manen
City Clerk
•
It was reported that ten 10 proposals had been received prior to 11:00 A.M.,
Central Time today for the purchase of the$6,220,000 Taxable General Obligation Tax
Increment Refunding Bonds, Series 2005C 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
• $6,290,000*Taxable General Obligation Tax Increment Refunding
g g Bonds, Series 2005C
CITY OF EDINA, MINNESOTA
SALE: June 21, 2005
AWARD: PIPER JAFFRAY& CO.
RATING: Moody's Investors Service, Inc. "Aaa" BBI:4.31%
Standard & Poor's Credit Markets"AAA"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
PIPER JAFFRAY& CO. 2006 3.750% 3.540% $6,301,347.75 $585,402.25 4.1016%
Minneapolis, Minnesota 2007 4.000% 3.870%
2008 4.250% 4.040%
2009 4.250% 4.180%
ROBERT W. BAIRD&CO. 2006 3.875% $6,283,801.60 $592,124.73 4.1573%
Milwaukee, Wisconsin 2007 3.950%
2008 4.100%
2009 4.200%
SKONIN &COMPANY, INC. 2006 4.000% $6,274,125.05 $592,339.62 4.1645%
Minneapolis, Minnesota 2007 4.000%
CITIZENS BANK 2008 4.000%
Flint, Michigan 2009 4.100%
CIBC WORLD MARKETS
New York, New York
UBS FINANCIAL SERVICES INC.
Chicago, Illinois
CITIGROUP GLOBAL MARKETS, INC.
Chicago, Illinois
GRIFFIN, KUBIK, STEPHENS&THOMPSON, 2006 5.000% $6,462,425.25 $606,588.08 4.1668%
INC. 2007 5.000%
Chicago, Illinois 2008 5.000%
2009 6.000%
'Subsequent to bid opening the issue size was decreased to$6,220,000 with the 2006 maturity decreased$15,000 to$1,000,000,the
2007maturity decreased$30,000 to$1,520,000, the 2008 maturity decreased$20,000 to$1,815,000, and the 2009 maturity decreased
$5,000 to$1,885,000 in maturity value.
Adjusted Price-$6,231,231.57
Adjusted Net Interest Cost-$580,474.26
Adjusted TIC-4.1023%
E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113
651.697.8500 fax 651.697.8555 www.ehlers-inc.com
& ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL
I
$6,290,000 Taxable General Obligation Tax Increment Refunding Bonds,Series 2005C P 2
City of Edina, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
LEGG MASON WOOD WALKER, INC. 2006 6.000% $6,534,181.28 $610,498.72 4.1669%
Minneapolis, Minnesota 2007 6.000%
2008 6.000%
2009 6.000%
RBC DAIN RAUSCHER INC. 2006 3.750% $6,281,003.35 $597,758.98 4.1983%
Chicago, Illinois 2007 4.000%
2008 4.150%
2009 4.200%
MORGAN KEEGAN&CO., INC. 2006 4.500% $6,329,932.95 $601,077.05 4.1994%
Memphis,Tennessee 2007 4.500%
2008 4.500%
2009 4.500%
J.P. MORGAN SECURITIES, INC. 2006 3.750% $6,289,132.06 $606,672.61 4.2563%
Chicago, Illinois 2007 4.100%
2008 4.250%
2009 4.350%
NORTHLAND SECURITIES, INC. 2006 3.500% $6,259,179.00 $606,677.33 4.2709%
Minneapolis, Minnesota 2007 3.850%
2008 4.050%
2009 4.150%
FIRST TRUST PORTFOLIOS L.P. 2006 4.000% $6,277,156.30 $617,256.87 4.3375%
Lisle, Illinois 2007 4.125%
2008 4.250%
2009 4.300%
• Councilmember Swenson then introduced the following resolution and moved its
adoption:
RESOLUTION NO. 2005-52
RESOLUTION RELATING TO $6,220,000 TAXABLE GENERAL
OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES
2005C;AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR
BE IT RESOLVED by the City Council (the "Council") of the City of Edina,
Minnesota(the"City"),as follows:
Section 1. Recitals,Authorization and Sale of Bonds.
1.01. Authorization and OutstandingBonds. The City has presently outstanding
its Taxable General Obligation Tax Increment Bonds, Series 1996A, initially dated as of
March 1, 1996 (the"Prior Bonds"). This Council,by a resolution adopted on June 7, 2005,
authorized the sale of Taxable General Obligation Tax Increment Refunding Bonds, Series
2005C (the"Bonds"), of the City,the proceeds of which would be used,together with any
• additional funds of the City which might be required, to refund the Prior Bonds maturing on or
after February 1, 2006(the "Refunded Bonds").
1.02. Sale of Bonds. The City has retained Ehlers&Associates, Inc., an
independent financial advisor,to assist the City in connection with the sale of the Bonds. The
interest on the Bonds will not be excluded from gross income for federal income tax purposes.
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,ten
10 proposals for the purchase of the Bonds were received at or before the time specified for
receipt of proposals. The proposals have been publicly read and considered, and the purchase
price, interest rates and net interest cost under the terms of each proposal have been determined.
The most favorable proposal received is that of Piper Jaffray, of Minneapolis,Minnesota
(the"Purchaser"),to purchase the Bonds at a price of$6,231,231.57, the Bonds to bear interest
at the rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the
City Manager are hereby authorized and directed to execute'a contract on the part of the City for
the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall
be returned forthwith.
1.03. Performance of Requirements. The City is authorized by the Act to issue
and sell the Bonds to secure the Bonds by the covenants and agreements hereinafter set forth.
All acts,conditions and things which are required by the Constitution and laws of the State of
• Minnesota to be done,to exist, to happen and to be performed precedent to and in the valid
issuance of the Bonds having been done, existing,having happened and having been performed,
it is now necessary for this Council to establish the form and terms of the Bonds,to provide
security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND,
SERIES 2005C
Date of
Interest Rate Maturity Original Issue CUSIP
% February 1, July 19,2005
• REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDINA, Hennepin County,Minnesota(the"City"), acknowledges
itself to be indebted and, for value received,hereby promises to pay to the registered owner
named above, or registered assigns,the principal amount specified above, on the maturity date
specified above,with interest thereon from the date of original issue specified above, or from the
most recent interest payment date to which interest has been paid or duly provided for, at the
annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year,
commencing February 1, 2006, to the person in whose name this Bond is registered at the close
of business on the 15th day(whether or not a business day) of the immediately preceding month,
all subject to the provisions referred to herein with respect to the redemption of the principal of
this Bond before maturity. The interest hereon and, upon presentation and surrender hereof,the
principal hereof, are payable in lawful money of the United States of America by check or draft
of U.S. Bank National Association, in St. Paul Minnesota, as Bond Registrar, Transfer Agent and
Paying Agent(the"Bond Registrar"), or its successor designated under the Resolution described
herein.
This Bond is one of an issue in the aggregate principal amount of$6,220,000(the
"Bonds")all of like date and tenor except as to serial number, interest rate, redemption privilege
• and maturity date,issued pursuant to a resolution adopted by the City Council on June 21, 2005
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(the"Resolution"),for the purpose of refunding certain of the City's outstanding general
obligation bonds and is issued pursuant to and in full conformity with the provisions of the
Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Section 469.178 and Chapter 475. This Bond is payable primarily from tax increments
to be derived from tax increment financing districts established by the Housing and
Redevelopment Authority in and for the City of Edina(the"Districts") which have been pledged
to the payment of the Bonds by the Resolution. In addition, for the full and prompt payment of
the principal and interest on the Bonds as the same become due,the full faith,credit and taxing
power of the City have not been and are irrevocably pledged. The Bonds are issuable only as
fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein,
this Bond is transferable upon the books of the City at the principal office of the Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange,the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered owner,of the
same aggregate principal amount,bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof,whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED,RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done,to exist,to happen and to be performed precedent to and in the issuance of this Bond in
order to make this Bond a valid and binding general obligation of the City according to its terms,
have been done, do exist,have happened and have been performed in regular and due form as so
required; that prior to the issuance hereof the City has pledged and appropriated to a sinking fund
established for the payment of the Bonds tax increments to be derived by the City from the
Districts; that, if necessary for the payment of principal and interest on the Bonds, ad valorem
taxes are required to be levied upon all taxable property in the City,which levy is not limited as
to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled
to any security,or benefit under the Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by the manual signature of one of the authorized
representatives of the Bond Registrar.
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• IN WITNESS WHEREOF,the City of Edina, Hennepin County,Minnesota,by
its City Council,has caused this Bond to be executed by the facsimile signatures of the Mayor
and the City Manager and has caused this Bond to be dated as of the date set forth below.
CITY OF EDINA
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,
St. Paul Minnesota, as Bond 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 UNIF TRANS MIN ACT. . . . . . . Custodian. . . . . . . .
in common (Cust) (Minor)
TEN ENT——as tenants under Uniform Transfers to Minors
by the entireties Act. . . . . . . . . . . . . . . . . . . . . .
(State)
JT TEN—— as joint tenants
with right of
survivorship and
not as tenants in
common
•
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. Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof,with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s)to this
OF ASSIGNEE: assignment must correspond with the name as it
appears upon the face of the within Bond in
every particular,without alteration, enlargement
or any charge 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]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment,Dating of Bonds. The
• City shall forthwith issue and deliver the Bonds,which shall,be denominated"Taxable General
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Obligation Tax Increment Refunding Bonds, Series 2005C." The Bonds shall be dated as of
July 19, 2005, shall be issuable in the denominations of$5,000 or any integral multiple thereof,
shall mature on February 1 in the years and amounts set forth below, and Bonds maturing in such
years and amounts shall bear interest from date of issue until paid or duly called for redemption
at the rates per annum set forth opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
2006 $1,000,000 3.75% 2008 $1,815,000 4.25%
2007 1,520,000 4.00% 2009 1,885,000 4.25%
The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1, 2006,to the owners thereof as
such appear of record in the bond register as of the close of business on the fifteenth day of the
immediately preceding month,whether or not such day is a business day. Interest on the Bonds
will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain,a bond registrar,
transfer agent and paying agent(the Registrar). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) Re aster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing,the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may,however, close the'books for registration of any
transfer after the fifteenth day of the month preceding leach interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange,the Registrar shall authenticate and deliver one or more new Bonds
i
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of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
its refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of,the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds(except
• for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed,the Registrar shall deliver a new Bond of like
amount,number,interest rate,maturity date and tenor in exchange and substitution for
and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and,in the case of a Bond lost, stolen or
destroyed,upon receipt by the Registrar of evidencesatisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it,in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
3.04. Appointment of Initial Registray. The City hereby appoints U.S. Bank
National Association in St. Paul, Minnesota, as the initial Registrar. The Mayor and Finance
Director are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank
National Association, as Registrar. Upon merger or consolidation of the Registrar with another
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1
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. On or before each principal or
interest due date, without further order of this Council,the Finance Director shall transmit to the
Registrar from the 2005C Tax Increment Refunding Bond Fund described in Section 4.02 hereof,
moneys sufficient for the payment of all principal and interest then due.
3.05. Redemption. The Bonds are not subject to redemption prior to their
respective stated maturity dates.
3.06. Preparation 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 said signatures may be printed, engraved, or
lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose
signature, shall appear on the Bonds shall cease to be such officer before the delivery of any
Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,the
same as if such officer had remained in office until delivery. Notwithstanding such execution,
no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under
this Resolution unless and until a certificate of authentication on such Bond has been duly
executed by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been so executed and
authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
3.07. Securities Depository. (a) For purposes of this Section the following terms
shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond,the person
in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on
the records of such Participant, or such person's subrogee.
"Cede& Co." shall mean Cede&Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
"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.
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i
• "Representation Letter" shall mean the Representation Letter from the City to
DTC previously executed by the City and on file with DTC,
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance,the ownership of such Bonds shall be registered in the bond
register in the name of Cede &Co., as nominee of DTC. The Registrar and the City may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions
thereof to be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution,registering the transfer of Bonds, and for all other
purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the
contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the bond register as being a
registered owner of any Bonds,with respect to the accuracy of any records maintained by DTC
or any Participant,with respect to the payment by DTC or any Participant of any amount with
respect to the principal of or interest on the Bonds,with respect to any notice which is permitted
or required to be given to owners of Bonds under this resolution,with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the• name of Cede&Co., as nominee of DTC,the Registrar shall pay all principal of and interest on such ond, and shall give all notices with
respect to such Bond,only to Cede &Co. in accordance with the Representation Letter, and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to the principal of and interest on the Bonds to the extent of the sum or sums so
paid. No person other than DTC shall receive an authenticated Bond for each separate stated
maturity evidencing the obligation of the City to make payments of principal and interest. Upon
delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede&Co., the Bonds will be transferable to such new
nominee in accordance with paragraph(d)hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of bond certificates,the City may notify
DTC and the Registrar,whereupon DTC shall notify the Participants of the availability through
DTC of Bonds in the form of certificates. In such event,the Bonds will be transferable in
accordance with paragraph(d)hereof. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the City and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such event the
Bonds will be transferable in accordance with paragraph(d)hereof.
(d) In the event that any transfer or exchange of Bonds is permitted under
paragraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to
• the permitted transferee in accordance with the provisions of this resolution. In the event Bonds
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• 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.
Section 4. Security Provisions.
4.01. Use of Proceeds. The proceeds of the Bonds in the amount of
$6,195,635.48, are irrevocably appropriated to pay and redeem the Refunded Bonds on or before
September 1, 2005 (the "Redemption Date"). Any accrued interest on the Bonds shall be
deposited in the Bond Fund created pursuant to Section 4.02 hereof.
4.02. Taxable General Obligation Tax Increment Refunding Bond Fund. The
Bonds shall be payable from a separate"2005C Taxable General Obligation Tax Increment
Refunding Bond Fund"(the "Bond Fund")which shall be created and maintained on the books
of the City as a separate debt redemption fund until the Bonds, and all interest thereon, are fully
paid. There shall be credited to the Bond Fund the following:
(a)Any amount initially deposited therein pursuant to Section 4.01 hereof.
• (b)All proceeds of all taxes levied and all other money which may at any time be
received for or appropriated to the payment of such bonds and interest, including the tax
increment herein pledged and appropriated to the Bond Fund, all collections of any ad valorem
taxes levied for the payment of the Bonds, and all other moneys received for or appropriated to
the payment of the Bonds and interest thereon.
(c)Any other funds appropriated by the Council for the payment of the Bonds.
4.03. Pledge of Tax Increment. The City hereby irrevocably pledges to the Bond
Fund tax increments derived from tax increment financing districts of the Housing and
Redevelopment Authority of Edina(the"HRA") designated by Hennepin County as Nos. 1203
(Centennial Lakes), 1201 (Southeast Edina-Edinborough) and 1200 (50t`and France
Redevelopment),which are received by the City from the HRA to pay the Bonds. Such tax
increments shall be deposited in the Bond Fund in an amount sufficient to pay all principal and
interest when due on the Bonds. Nothing herein shall preclude the City or the HRA from
hereafter making further pledges and appropriations of the tax increments pledged for the
payment of the Bonds or for the payment of other obligations,of the Issuer or the HRA.
4.04. Full Faith and Credit Pledged. The full faith and credit of the City are
irrevocably pledged for the prompt and full payment of the principal of and the interest on the
Bonds, as such principal and interest comes due. If the money on hand in the Bond Fund should
at any time be insufficient for the payment of principal and interest then due, this City shall pay
the principal and interest out of any fund of the City, and such other fund or funds shall be
• reimbursed therefor when sufficient money is available to the Bond Fund. If on October 1 in any
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year the sum of the balance in the Bond Fund plus the available tax increment on hand and
estimated to be received or before the end of the following calendar year is not sufficient with
any ad valorem taxes heretofore levied in accordance with the provisions of this resolution, to
pay when due all principal and interest become due on all Bonds payable therefrom in said
following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in
this Section 4.04, a direct, irrepealable, ad valorem tax shall be levied on all taxable property
within the corporate limits of the City for the purpose of restoring such accumulated or
anticipated deficiency in an amount at least 5%in excess of amount needed to make good the
deficiency.
Section 5. Defeasance. When any Bond has been discharged as provided in this
Section 5, all pledges,covenants and other rights granted by this resolution to the holders of such
Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution.
The City may discharge its obligations with respect to any Bond which is due on any date by
irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due,the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued to the date of such deposit. The City may also at
any time discharge its obligations with respect to any Bonds, subject to the provisions of law
now or hereafter authorizing and regulating such action,by depositing irrevocably in escrow,
with a bank qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited,bearing interest payable at such times and at such rates and
• maturing-on-such dates as shall be required,without reinvestment to pay all principal and
interest to become due thereon to maturity or, if notice of redemption as herein required has been
duly provided for,to such earlier redemption date.
Section 6. County Auditor Registration, Ceri fication of Proceedings, Investment
of Money, Arbitrage, Official Statement and Fees.
6.01. County Auditor Registration. The City Manager is hereby authorized and
directed to file a certified copy of this Resolution with the County Auditor of Hennepin County,
together with such other information as the County Auditor shall require, and to obtain from said
County Auditor a certificate that the Bonds have been entered on his bond register as required by
law.
6.02. Certification of Proceedings. The officers of the City and the County
Auditor of Hennepin County are hereby authorized and directed to prepare and famish 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.
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6.03. Official Statement. The Official Statement relating to the Bonds,dated
June 9,2005,prepared and distributed on behalf of the City by Ehlers &Associates, Inc., is
hereby approved. Ehlers &Associates, Inc. is hereby authorized on behalf of the City to prepare
and distribute to the Purchaser a supplement to the Official Statement listing the offering price,
the interest rates, selling compensation, delivery date,the underwriters and such other
information relating to the Certificates required to be included in the Official Statement by Rule
15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934. Within seven business days from the date hereof,the City shall deliver to the Purchaser
a reasonable number of copies of the Official Statement and such supplement. The officers of
the City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission(the
"SEC")under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12),relating to
continuing disclosure (as in effect and interpreted from time'to time,the"Rule"),which will
enhance the marketability of the Bonds,the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
• Outstanding-Bonds. The City is the-only`-`obligated person"!in respect of the Bonds within the
meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made.
If the City fails to comply with any provisions of this Section 7, any person
aggrieved thereby, including the Owners of any Outstanding Bonds,may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and observance of
any agreement or covenant contained in this Section 7, including an action for a writ of
mandamus or specific performance. Direct, indirect, consequential and punitive damages shall
not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding
anything to the contrary contained herein, in no event shall a default under this Section 7
constitute a default under the Bonds or under any other provision of this resolution.
As used in this Section 7,"Owner"or`Bondowner"means, in respect of a Bond,
the registered owner or owners thereof appearing in the bond register maintained by the Registrar
or any`Beneficial Owner" (as hereinafter defined)thereof, if such Beneficial Owner provides to
the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein, `Beneficial Owner"means, in respect of a Bond,
any person or entity which(i)has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond(including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or(b)is treated as the owner of the
Bond for federal income tax purposes. As used herein, "Outstanding"when used as of any
particular time with reference to Bonds means all Bonds theretofore, or thereupon being,
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authenticated and delivered by the Registrar under this Resolution except(i)Bonds theretofore
canceled by the Registrar or surrendered to the Registrar for cancellation; (ii)Bonds with respect
to which the liability of the City has been discharged in accordance with Section 5 hereof; and
(iii)Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall
have been authenticated and delivered by the Registrar pursuant to this Resolution.
(b) Information To Be Disclosed. The City will provide, in the manner set forth
in subsection(c)hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2004 the following financial information
and operating data in respect of the City(the"Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year,
accompanied by the audit report and opinion of the accountant or government
auditor relating thereto, as permitted or required by the laws of the State of
Minnesota, containing balance sheets as of the end of such fiscal year and a
statement of operations, changes in fund balances and cash flows for the fiscal
year then ended, showing in comparative form such figures for the preceding
fiscal year of the City,prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board as modified
. --- - - in accordance with the-governmental accounting standards promulgated by the-
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time,or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
City,noting the discrepancies therefrom and the effect thereof, and certified as to
accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) To the extent not included in the financial statements referred to in
paragraph(A)hereof,the information for such fiscal year or for the period most
recently available of the type set forth below,which information may be
unaudited,but is to be certified as to accuracy and completeness in all material
respects by the City's financial officer to the best of his or her knowledge,which
certification may be based on the reliability of information obtained from
governmental or third party sources:
Current Property Valuations;Direct Debt; Tax Levies and
Collections;Population Trend and Employment/Unemployment
Notwithstanding the foregoing paragraph, if the audited financial statements are
not available by the date specified, the City shall provide on or before such date unaudited
financial statements in the format required for the audited financial statements as part of the
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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)hereof),then, from and after such determination,the Disclosure
Information shall include such additional specified data reg4rding the replacement operations.
If the Disclosure Information is changed or this Section 7 is amended as permitted
by this paragraph(b)(1) or subsection(d), then the City shall include in the next Disclosure
Information to be delivered hereunder,to the extent necessary, an explanation of the reasons for
the amendment and the effect of any change-in the type of financial information or operating data
provided.
(2) In a timely manner,notice of the occurrence of any of the following events
which is a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
•
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As used herein, a"Material Fact"is a fact as to which a substantial likelihood exists that
a reasonably prudent investor would attach importance thereto in deciding to buy,hold or sell a
Bond or,if not disclosed,would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence,a"Material Fact"is also an
event that would be deemed"material"for purposes of the purchase,holding or sale of a Bond
within the meaning of applicable federal securities laws, as interpreted at the time of discovery of
the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required
under paragraph(b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this Section 7 pursuant to
subsection(d),together with a copy of such amendment or supplement and any
explanation provided by the City under subsection(d)(2);
(C) the termination of the obligations of the City under this Section 7
pursuant to subsection(d);
(D) any change in the accounting principles pursuant to which the financial
• statements constituting a portion-of theDisclosureInformation are prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described
in subsection(b)to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph(1) of subsection(b), to each then nationally
recognized municipal securities information repository under the Rule and to any state
information depository then designated or operated by the State of Minnesota as contemplated by
the Rule(the"State Depository"), if any;
(2) the information described in paragraphs(2) and(3) of subsection(b),to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3)the information described in subsection(b), to any rating agency then maintaining a
rating of the Bonds and, at the expense of such Bondowner,to any Bondowner who requests in
writing such information, at the time of transmission under paragraphs (1) or(2) of this
subsection(c), as the case may be, or, if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
• (d) Term;Amendments, Interpretation.
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(1) The covenants of the City in this Section 7 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the
City under this Section 7 shall terminate and be without further effect as of any date on which the
City delivers to the Registrar an opinion of Bond Counsel to the effect that,because of legislative
action or final judicial or administrative actions or proceedings, the failure of the City to comply
with the requirements of this Section 7 will not cause participating underwriters in the primary
offering of the Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or
amendatory thereof.
(2) This Section 7 (and the form and requirements of the Disclosure Information)may be
amended or supplemented by the City from time to time,without notice to(except as provided in
paragraph(c)(3)hereof) or the consent of the Owners of any Bonds,by a resolution of the City
Council filed in the office of the City Clerk of the City accompanied by an opinion of Bond
Counsel,who may rely on certificates of the City and others and the opinion may be subject to
customary qualifications, to the effect that: (i) such amendment or supplement(a) is made in
connection with a change in circumstances that arises from a change in law or regulation or a
change in the identity,nature or status of the City or the type of operations conducted by the
City, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule;
(ii)this Section 7 as so amended or supplemented would have complied with the requirements of
paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any
. change in circumstances applicably-under-clause(i)(a) and-assuming-that the Rule as in effect
and interpreted at the time of the amendment or supplement was in effect at the time of the
primary offering; and(iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended,the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
operating data being provided hereunder.
(3) This Section 7 is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph(b)(5)of the
Rule.
Section 8. Redemption of Refunded Bonds. The City hereby calls the Refunded
.Bonds for redemption on or before the Redemption Date. The Finance Director shall cause
notice of the redemption of the Refunded Bonds to be given in the manner required by the
resolution authorizing the Prior Bonds.
Section 9. 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 Resource Bank&Trust Company, Minneapolis, Minnesota, on the
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closing date for further distribution as directed by the City's financial advisor, Ehlers&
Associates, Inc.
i
James Hovland
Mayor
Attest:
Debra Manen
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Housh, and upon vote being taken thereon,the following voted in favor thereof:
Hovland,Housh,Masica, Swenson and Hulbert;
and the following voted against the same:
none;
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor
which signature was attested by the City Clerk.
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