HomeMy WebLinkAboutResolution No. 2017-129 G.O. Bonds Series 2017C CERTIFICATION OF MINUTES RELATING TO
$8,955,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING
BONDS, SERIES 2017C
Issuer: City of Edina, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on November 21, 2017, at
7:00 p.m., at the City Hall in Edina, Minnesota.
Members present: Brindle, Fischer, Staunton, Stewart, Hovland
Members absent: None
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2017-129
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $8,955,000 GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING
BONDS, SERIES 2017C
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 21 st day of November, 2017.
P 1
De ra Mangen, City Clerk
4851-3257-9924\3
It was reported that eight (8)proposals had been received prior to 11:00 a.m., Central
Time, on November 21, 2017, for the purchase of the $8,955,000 General Obligation Capital
Improvement Plan Refunding Bonds, Series 2017C 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:
[See Attached]
4851-3257-9924\3
EHLE-
BIQ TABULATION LEADERS IN PUBLIC FINAKE
$9,480.000-General Obligation Capital Improvement Plan Refunding Bonds, Series 20170
City of Edina, Minnesota
SALE: November 21,2017
AWARD: BAIRD
Rating:-Moodv's Investor's Service"Aaa'
Z5 S&P Global Ratings"AAA" BBI.3.52%
Bank Qualified.
.\7F T TRL7E
NL.kT7LTJTY KFOFFERINC, n7EREST LTA-=ST
.N.-I-NEE Of BIDDER (February 1) FL-ITE HELD PRICE COST KITE
B,URD 510,123,762-15 51t239.779.88 1.987200
Milwaukee.kk'i>cotrm 2019 4.040S," 1.250%
C.L.King&Assaciatess W1,1BE 2020 4M0% 1.350%
Dougherty&Company,LLC 2021 4-000% 1-4500jo
Firing-Sparks IBG, Limited 2022 4-G00% 1.550%
Partnership 2023 4.04090 1.650%
Edward Jones 1-024 4.000% 1.750%
Fidelity
y Capital Matken 2025 460V's 1.550%
SAMCO Capital Markets 7026 4.000% 1.950%
«1111 Capital 1027
2,050% 1050%
Civwr&- —'zuKLaceInc. 1028 2-150% 2.150%
Da-.w.port&Co.L.L.C. 1029 2-2.50% 2.250%
Duncan-Wfflxam,Inc
Koss.Smdaue& krsociates,LLC
Loop Capital Markets
Betuwdi Secuntes,Inc.
Cc,Lmwv Club Baal
Oppenheimer&Co.
SumRLdge Paymerr
R.See lair,S,Compmy.,Inc
Swim Pacific Securities
haak Bond Investwnts,Inc
:awo C
apiral W11BE
IFS Senuaries
First Empire Seca hies
LTNIB Bank.N.A.
W.H..'Nfell Asrocutes
Wayne'Humtme3 S.,Co.
RMS Bon&�Inc.
Central:Stases Capital Market-,
Midti-Bank Securities Inc.
First Southeau Sectuitief.
Subsequent to bid opening the issue size was decreased to$8.955,000.
Adjusted Price - 59,558,145.50 Adjusted Net Interest Cost- $1,206.763.64 Adjusted TIC- 1,9961%
4851-3257-9924\3
NT-T TRUE
NUMMITY REOFFERING INTEREST IN-TEREST
NA-NIF OF BIDDER (Februan-11 RATE YIELD PRICE COST RATE
RAYMOND JAN ES& 510.116,927.45 51,2746,614.59 1.9990%,
ASSOCLATES,INC.
Memphis.Tenresee 2019 4,000%
2020 4M00,0'
2021. 4,.000%
2022 4.00(r,-m
2023 4..000'%
2024 4,.600!,*
2025 4-0000,4
2026 4.000*,'�
2027 2.050°"O'
2029 2.2500,:
FTS FIN CAPITAL 99,741,904.43 $1250,003.30 2.0471%
UARKETS
Me=phi%Tennessee 2019 4MOt4i
2020 3.000414
2021 3MV4
2022 3M004
2023 10001/9
2024 3.0001,'�
2025 2-00M*
2026 3-00014
2027 2.05c%
')11 5 G%
2028
2029 1250%
PIPER JAFFRAY 99,97716,396.65 S1,309,383.35 2.1005%
1�fimwsota 2019 3.000%
2020 3-0000,•:
2021 3.000e
2022 3.000%
2023 3.000%
2024 3M0",4
2025 3.00(M0
2026 3-000%
2027 3.O0G%
2028 3-0004,,0
2029 3,000%
AQ, Bid Tabulation November 21, 2017
City of Edina..Minnesota
59,480,000*General Obligation Capital Improvement Plan Refunding Bonds,Series 20170 Page 2
4851-3257-9924\3
NET TRUE
'.\LA,T"L'R1T1' REOFFERING IINTEREST LN-TEREST
ME OF BIDDER (February 1) RATE YIELD PRIC E COST KATE
NORTHLAND SEC17RITTES,INC.. $9,782,600-35 $1,292.602.10 2.1094',Io
2019 3.00040
2020 3-000°*'
2021 3.000%
2022 3.000010
2023 3.00V'1�
2024 3.00040
2025 3,00 V0,
2076 3-000%
2027 2.125%
2028 2.25046
20'•9 2.375%
WELLS FARGO B—ANY-NATIONAL S91.759.317.54 S1.328.6712.12 2.1709%
SSOCL-ITION
Ch.u;otte-,North Carolina 2019 3.000%
2020 3,000%
1071 3.00004
20„ 3.000%
2023 1.000%
2024 3.000"'6
2025 3.000°/o
2026 3.07040
20272.1-1 5%
2025 -2 J C%
loi9
50G%'
MORG.4-N ST.-'.Nu St CO,LLC $101.7671.393.59 51,437fi77.66 2.1975%
Nev.,Yaik.New Ym-k- 2019 5,00014
2020 5.00040
2021 5.00V0 4
2 022 2 5.000010
2023 5-0000,0
2 01
' -4 5tO6
2025 5..00V.14
2026 5..00046
2027 4-0004,'*
2028 4.G000-0
2029 4.0004.
Bid Tabulation November 21,2017
Cite of Him,Minnesota
59,480,000'General Obligation Capital Improvement Plan Refunding Bonds,Series 20170 Page 3
4851-3257-9924\3
NET TRUE
Vii_ TYRITY REOFFERING INTEREST r\-rEMST
NAAfE OF BIDDER 1) RATE YIELD PRICE COST RATE
SU.=UST ROBI14SON $9,905,614.20 $1,377J65M 2.2196%
HLNIPHREV-
Nashville.Tenw--,.ee 2019 3.000%'
2020 3MOS0
2021 3.000%
2022 3. M9
2023 3-000°;:
2024 3-GO0k0
2025 3.000014
2026 3..CIO(N
2027 3-000°.0
2025 3.0000119,
2029 3.00000
Bid Tabulation Nov,ember 21, 2 017
City of Edina,Minnesota
59-490,000* General Obligation Capital Improvement Plan Refunding Bonds, Series 2017C Page 4
4851-3257-9924\3
Councilmember Staunton introduced the following resolution and moved its adoption:
RESOLUTION NO. 2017-129
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $8,955,000 GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING
BONDS, SERIES 2017C
BE IT RESOLVED by the City Council (the "Council") of Edina, Minnesota, (the
"City"), as follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. This Council hereby determines that it is in the best
interest of the City to issue its $8,955,000 General Obligation Capital Improvement Plan
Refunding Bonds, Series 2017C (the "Bonds"), for the purpose of refunding in advance of
maturity and prepaying on February 1, 2018 (the "Redemption Date") the 2019 through 2030
maturities, aggregating $8,955,000 in principal amount, of the City's General Obligation Capital
Improvement Bonds, Series 2009A, dated, as originally issued, as of April 29, 2009 (the
"Refunded Bonds"). The refunding of the Refunded Bonds is being carried out for the purposes
described in Minnesota Statutes, Section 475.67, subdivision 3, subsection (b)(2)(i) and in
compliance with Minnesota Statutes, Chapter 475.
This Council hereby determines to issue and sell the Bonds to defray the expense
incurred and estimated to be incurred by the City in refunding the Refunded Bonds, including
every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65.
1.02. Sale of Bonds. The City has retained Ehlers &Associates, Inc., as an independent
municipal 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 Official Statement for the Bonds, proposals for the purchase of
the Bonds were received at or before the time specified for receipt of proposals. The most
favorable proposal received is that of Robert W. Baird& Co. Incorporated of Milwaukee,
Wisconsin ("Purchaser"), to purchase the Bonds at a price of$9,558,145.50, plus accrued
interest in the amount of$0, 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 Purchaser's good faith deposit shall be retained and deposited by the City until the Bonds
have been delivered and shall be deducted from the purchase price paid at settlement.
1.03. Performance of Requirements. All acts, conditions and things that 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.
4851-3257-9924\3
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be
designated General Obligation Capital Improvement Plan Refunding Bonds, Series 2017C; shall
be originally dated as of December 14, 2017; 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 composed of twelve 30-
day months from the date of issuance until paid or duly called for redemption at the respective
annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2019 $630,000 4.000% 2025 $850,000 4.000%
2020 700,000 4.000 2026 885,000 4.000
2021 725,000 4.000 2027 920,000 2.050
2022 755,000 4.000 2028 935,000 2.150
2023 785,000 4.000 2029 955,000 2.250
2024 815,000 4.000
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, provided that, so long as the Bonds are
registered in the name of a securities depository, or a nominee thereof, in accordance with
Section 2.08 hereof, principal and interest shall be payable in accordance with the operational
arrangements of the securities depository.
2.02. Interest Payment Dates. Upon initial delivery of the Bonds and upon any
subsequent transfer or exchange pursuant to Section 2.03, the date of authentication shall be
noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be
payable on each February 1 and August 1, commencing August 1, 2018, to the owner of record
as of the close of business on the fifteenth day of the immediately preceding month, whether or
not such day is a business day.
2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto shall be as follows:
(a) 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
4851-3257-9924\3
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.
(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.
4851-3257-9924\3
(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 Initial Re isg tray. The City hereby appoints U.S. Bank National
Association of 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 the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, such corporation shall be
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove any
Registrar upon at least thirty (30) days' notice and upon the appointment and acceptance 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 Board, the City Clerk shall transmit to the Registrar from the Bond
Fund described in Section 4.01 hereof, moneys sufficient for the payment of all principal and
interest then due.
2.05. Redemption. Bonds maturing in the year 2027 and thereafter shall be subject to call
for prior redemption at the option of the City, in whole or in part, in such order as the City shall
determine and by lot as to Bonds having the same maturity date, on February 1, 2026, and any
date thereafter, at the price of par plus accrued interest as of the date of redemption.
The City Finance Director shall cause notice of the call for redemption thereof to be
published if and 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 for redemption to be
mailed by first-class mail 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. Upon partial redemption of any Bond, a new Bond or Bonds will be
delivered to the owner without charge, representing the remaining principal amount outstanding.
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
4851-3257-9924\3
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 said 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 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 prepared, executed and authenticated, the City Finance Director shall
deliver them to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to
the application of the purchase price.
2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the form
attached hereto as Exhibit A.
2.08. Securities Depository.
(a) For purposes of this section the following terms shall have the following
meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant
on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the
sender agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each stated
maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be
4851-3257-9924\3
registered in the bond register in the name of Cede & Co., as nominee of DTC. The
Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of
the Bonds registered in its name for the purposes of payment of the principal of or
interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any,
giving any notice permitted or required to be given to registered owners of Bonds under
this resolution, registering the transfer of Bonds, and for all other purposes whatsoever,
and neither the Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or
through DTC or any Participant, or any other person which is not shown on the bond
register as being a registered owner of any Bonds, with respect to the accuracy of any
records maintained by DTC or any Participant, with respect to the payment by DTC or
any Participant of any amount with respect to the principal of or interest on the Bonds,
with respect to any notice which is permitted or required to be given to owners of Bonds
under this resolution, with respect to the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the Bonds, or with
respect to any consent given or other action taken by DTC as registered owner of the
Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with DTC's
Operational Arrangements, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to the principal of and interest on
the Bonds to the extent of the sum or sums so paid. No person other than DTC shall
receive an authenticated Bond for each separate stated maturity evidencing the obligation
of the City to make payments of principal and interest. Upon delivery by DTC to the
Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in
accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the
City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of
the availability through DTC of Bonds in the form of certificates. In such event, the
Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine
to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and the Registrar and discharging its responsibilities with respect
thereto under applicable law. In such event the Bonds will be transferable in accordance
with paragraph (e)hereof.
(d) The execution and delivery of the Representation Letter to DTC by the
Mayor or City Manager, if not previously filed with DTC, is hereby authorized and
directed.
(e) In the event that any transfer or exchange of Bonds is permitted under
paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt
by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments
of transfer to the permitted transferee in accordance with the provisions of this resolution.
4851-3257-9924\3
In the event Bonds in the form of certificates are issued to owners other than Cede & Co.,
its successor as nominee for DTC as owner of all the Bonds, or another securities
depository as owner of all the Bonds, the provisions of this resolution shall also apply to
all matters relating thereto, including, without limitation, the printing of such Bonds in
the form of bond certificates and the method of payment of principal of and interest on
such Bonds in the form of bond certificates.
Section 3. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the City
Finance Director shall deposit and apply the proceeds of the Bonds as follows:
(a) $9,480,000 shall be deposited with the paying agent for the Refunded
Bonds for redemption thereof on the Redemption Date;
(b) $75,200.00 shall be used to pay issuance expenses of the Bonds; and
(c) $2,945.50 shall be deposited in the Bond Fund created pursuant to
Section 4.01 hereof.
Section 4. Security Provisions.
4.01. General Obligation Capital Improvement Plan Refunding_Bonds, Series 2017C,
Bond Fund. The Bonds shall be payable from a separate General Obligation Capital
Improvement Plan Refunding Bonds, Series 2017C Bond Fund (the "Bond Fund"), which the
City agrees to maintain until the Bonds have been paid in full. If the money 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 other funds shall be
reimbursed therefor when sufficient moneys become available in the Bond Fund. The money on
hand in the Bond Fund from time to time shall be used only to pay the principal of and interest
on the Bonds. Into the Bond Fund shall be paid: (a) ad valorem taxes levied and collected in
accordance with the provisions of Section 4.02 hereof, and (b) any other funds appropriated by
the Council for the payment of the Bonds.
4.02. Ad Valorem Taxes. The full faith and credit and taxing powers of the City are
irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds
as the same become respectively due. In order to produce aggregate amounts not less than
five percent(5%) in excess of the amounts needed to meet when due the principal and interest
payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the City,
the taxes to be levied and collected in the following years and amounts:
Lev- Years Collection Years Amount
SEE ATTACHED SCHEDULE
This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are
outstanding and unpaid, provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
4851-3257-9924\3
Section 5. Defeasance. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they
are prepayable according to their terms, by depositing with the Registrar on or before that date an
amount equal to the principal, interest and redemption premium, if any, which are then due,
provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank or trust company qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited, bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be
required to pay all principal, interest and redemption premiums to become due thereon to
maturity or said redemption date.
Section 6. Registration, Certification of Proceedings, Investment of Money, Arbitrage
and Official Statement.
6.01. Registration. The City Clerk is hereby authorized and directed to file a certified
copy of this resolution in the records of the County Auditor of Hennepin County, together with
such additional information as is required, and to obtain a certificate that the Bonds have been
duly entered upon the County Auditor's bond register and the tax required by law has been
levied.
6.02. Certification of ProceediM. 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 relating to the Bonds and to the financial condition and affairs 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 in
their custody and control or as otherwise known to them, and all such certified copies, affidavits
and certificates, including any heretofore furnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
6.03. Covenant. The City covenants and agrees with the registered owners of the Bonds,
that it will not take, or permit to be taken by any of its officers, employees or agents, any action
which would cause the interest payable on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated
thereunder(the "Regulations") as are enacted or promulgated and in effect on the date of
issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that
the interest on the Bonds will not become includable in gross income of the recipient under the
Code and the Regulations. The facilities refinanced by the Bonds shall at all times during the
term of the Bonds be owned and maintained by the City and the City shall not enter into any
4851-3257-9924\3
lease, use agreement, management agreement, capacity agreement or other agreement or contract
with any nongovernmental person relating to the use of the facilities financed by the Bonds, or
security for the payment of the Bonds which might cause the Bonds to be considered "private
activity bonds" or"private loan bonds" pursuant to Section 141 of the Code.
6.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
6.05. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds
(other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
6.06. Qualified Tax-Exempt Obligations. The City hereby determines that the portion of
the Bonds that is equal to or less than the outstanding principal amount of the Refunded Bonds,
$8,955,000, is deemed designated as "qualified tax-exempt obligations" as provided in Section
265(b)(3)(D) of the Code, since:
(a) the Refunded Bonds, when issued, were designated by the City as
qualified tax-exempt obligations under Section 265(b) of the Code;
(b) the aggregate face amount of the issue of which the Bonds are a part does
not exceed $10,000,000;
(c) the weighted average maturity of the Bonds does not exceed the remaining
weighted average maturity of the Refunded Bonds; and
(d) no Bond has a maturity date which is later than thirty (30) years after the
date of issuance of any bonds refunded by the Refunded Bonds which were designated as
qualified tax-exempt obligations.
6.07. Official Statement. The Preliminary Official Statement relating to the Bonds, dated
November 9, 2017, 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 Final Official Statement listing the offering price, the
interest rates, other information relating to the Bonds required to be included in the Official
Statement by Rule 15c2-12 adopted by the 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
4851-3257-9924\3
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 Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect
and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds,
the City hereby makes the following covenants and agreements for the benefit of the Owners (as
hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated
person in respect of the Bonds within the meaning of the Rule for purposes of identifying the
entities in respect of which continuing disclosure must be made. If the City fails to comply with
any provisions of this section, any person aggrieved thereby, including the Owners of any
Outstanding Bonds, may take whatever action at law or in equity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any default hereunder
to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no
event shall a default under this section constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a
Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the
Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before twelve months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2017, the following
financial information and operating data in respect of the City (the Disclosure
Information):
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such
generally accepted accounting principles for reasons beyond the reasonable
control of the City, noting the discrepancies therefrom and the effect
4851-3257-9924\3
thereof, and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in
paragraph(A) hereof, the information for such fiscal year or for the period
most recently available of the type contained in the Official Statement under
headings: "VALUATIONS—Current Property Valuations," "DEBT—
Direct Debt," and "TAX RATES, LEVIES AND COLLECTIONS—Tax
Levies and Collections" and "GENERAL INFORMATION—US Census
Data-Population Trend" and "—Employment / Unemployment Data,"
which information may be unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
Securities Rulemaking Board (MSRB). If the document incorporated by reference is a final
official statement, it must be available from the MSRB. The City shall clearly identify in the
Disclosure Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially changed
or been discontinued, such Disclosure Information need no longer be provided if the City includes
in the Disclosure Information a statement to such effect; provided, however, if such operations
have been replaced by other City operations in respect of which data is not included in the
Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from
and after such determination, the Disclosure Information shall include such additional specified
data regarding the replacement operations. If the Disclosure Information is changed or this section
is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in
the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation
of the reasons for the amendment and the effect of any change in the type of financial information
or operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events (each a Material
Fact):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
4851-3257-9924\3
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities, if material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated
person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event as to which a substantial likelihood exists that a reasonably prudent investor would attach
importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly
alter the total information otherwise available to an investor from the Official Statement,
information disclosed hereunder or information generally available to the public. Notwithstanding
the foregoing sentence, an event is also "material" if it is an event that would be deemed material
for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal
securities laws, as interpreted at the time of discovery of the occurrence of the event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the obligated person, or if such jurisdiction has been
assumed by leaving the existing governing body and officials or officers in possession but subject
to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
4851-3257-9924\3
(B) the amendment or supplementing of this section pursuant to subsection(d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are
prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time,the information described in subsection
(b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence,however,the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions
or proceedings, the failure of the City to comply with the requirements of this
section will not cause participating underwriters in the primary offering of the
Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory
thereto or amendatory thereof.
(2) This section(and the form and requirements of the Disclosure Information)may be
amended or supplemented by the City from time to time, without notice to (except
as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds,
by a resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change
in the identity, nature or status of the City or the type of operations conducted by
the City, or (b) is required by, or better complies with, the provisions of paragraph
(b)(5) of the Rule; (ii) this section as so amended or supplemented would have
complied with the requirements of paragraph (b)(5) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances
4851-3257-9924\3
(b)(5) of the Rule; (ii) this section as so amended or supplemented would have
complied with the requirements of paragraph (b)(5) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances
applicable under clause(i)(a)and assuming that the Rule as in effect and interpreted
at the time of the amendment or supplement was in effect at the time of the primary
offering; and (iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of
the reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
Section 8. Redemption of Refunded Bonds. The City Finance Director is hereby directed
to advise U.S. Bank National Association, St. Paul, Minnesota, as paying agent for the Refunded
Bonds, to call such bonds for redemption and prepayment on the Redemption Date, and to give
thirty days mailed Notice of Redemption (in the form attached to this resolution), all in
accordance with the provisions of the resolutions authorizing the i s ance of such bonds.
Adopted this 21 st day of November, 2017.
Mayor
Attest:
City Clerk
4851-3257-9924\3
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Stewart and upon vote being taken thereon, the following
voted in favor thereof:
Member Brindle, Member Fischer, Member Staunton, Member Stewart, and Mayor Hovland
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted.
4851-3257-9924\3
PROJECTED LEVIES
TAX LEVY CALCULATION Issue ID# 331114
City of Edina,MN Dated Date: 12/14f2017
$8,955,000 General Obligation Capital Improvement Plan Call Date: 2/1/2026
Refunding Bonds,Series 2017C
Tax Tax Bond Total P&I Funds Available P & 1 @0 10 5 OA Net Levy
Levy collect Pay (1)
YpAr Year yp;br
2017 J 2018 f 2019 976,232,64 (2,945.50) 1,021,951.50 1,021,951.50
2018 J 2019 f 2020 981,050.00 1,030,102.50 1,030,102.50
2019 J 2020 f 2021 978,050.00 1,026,952.50 1,026,952.50
2020 J 2021 2022 979,050.00 1,028,002.50 1,028,002.50
2021 J 2022 2023 978,950.00 1,027,792.50 1,027,792.50
2022 J 2023 f 2024 977,450.00 1,026,322.50 1,026,322.50
2C23 J 2024 f 2025 979,850.00 1,028,842.50 1,028,842.50
2024 J 2025 f 2.026 990,850.00 1,029,892.50 1,029,892.50
2025 J 2026 f 2027 990,450.00 1,029,472.50 1,029,472.50
2026 J 2027 f 2028 976,590.00 1,025,419.50 1,025,419.50
2027 J 2028 2029 976,487.50 1,025,311.88 1,025,311.98
Totals 10,764,910.14 (2,945.50) 11,300,062.87 11,300,062.87
(1) The following funds are available to pay a portion of the interest payment due
August 1, 2018:
Contingency: 2,945.50
Notes: Original tax levies for collection years 2019 through 2029 on the Series 2009A Bonds will
be cancelled.
4851-3257-9924\3
NOTICE OF REDEMPTION
General Obligation Capital Improvement Plan Bonds, Series 2009A,
Dated as of April 29, 2009
City of Edina, Minnesota
NOTICE IS HEREBY GIVEN THAT there have been called for redemption and prepayment on
February 1, 2018, all outstanding Bonds of the above referenced issue maturing February 1 in the
following years and having the interest rates and CUSIP numbers listed below:
Interest CUSIP Interest CUSIP
Year Amount Rate Number* Year Amount Rate Number*
2019 $645,000 3.100% 280605 S31 2025 $790,000 4.000% 280605 S98
2020 665,000 3.300 280605 S49 2026 825,000 4.125 280605 T22
2021 685,000 3.450 280605S56 2027 860,000 4.250 280605 T30
2022 710,000 3.600 280605S64 2028 895,000 4.300 280605 T48
2023 735,000 3.750 280605S72 2029 935,000 4.350 280605 T55
2024 760,000 3.900 280605S80 2030 975,000 4.400 280605 T63
*The Registrar shall not be responsible for the selection or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in this Notice of Redemption or on any
Bond. They are included solely for convenience of the Holders. Denotes full call of CUSIP.
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to
the date of redemption. Holders of the Bonds should present them for payment to U.S. Bank
National Association, St. Paul, Minnesota, on or before said date, when they will cease to bear
interest, in the following manner:
If by Mail: If by Hand or Overnight Mail:
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
P.O. Box 64111 111 Fillmore Avenue East
St. Paul, MN 55164-0111 St. Paul, MN 55107
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act
of 2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other
financial institution.
The Registrar shall not be responsible for the selection of or use of the CUSIP number, nor is any
representation made as to its correctness indicated in this Notice of Redemption. It is included
solely for the convenience of the Holders.
4851-3257-9924\3
Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc., 3060
Centre Pointe Dr, Roseville, MN 55113 (800.552.1171).
Dated: November 21, 2017
BY ORDER OF THE CITY COUNCIL, EDINA,
MINNESOTA
By
Debra Mangen, City Clerk
COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on November 21, 2017, by the City Council of Edina, Minnesota, setting
forth the form and details of an issue of$8,955,000 General Obligation Capital Improvement
Plan Refunding Bonds, Series 2017C, dated as of December 14, 2017.
1 further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of 2017.
County Auditor
(SEAL)
4851-3257-9924\3
EXHIBIT A
BOND FORM
UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF EDINA, MINNESOTA
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS,
SERIES 2017C
R- $
Interest Rate Maturity Date Date of Original Issue CUSIP No.
_% February 1, 20_ December 14, 2017
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDINA, MINNESOTA (the "City"), acknowledges itself to be indebted and for
value received hereby promises to pay to the registered owner named above, or registered assigns, the
principal sum specified above on the maturity date specified above, and to pay interest thereon from the
date of original issue specified above, or the most recent interest payment date to which interest has been
paid or provided for, at the annual rate specified above, payable on February 1 and August 1 in each year,
commencing August 1, 2018 (each such date, an "Interest Payment Date"), to the person in whose name
this Bond is registered at the close of business on the 15th day(whether or not a business day)of the month
immediately preceding the payment date, all subject to the provisions referred to herein with respect to
redemption of the principal of this Bond before maturity. 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 of 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$8,955,000,all of like date and tenor,except as to serial
number, maturity date, interest rate, redemption privilege and denomination issued pursuant to a resolution
adopted by the City Council on November 21, 2017 (the "Resolution"), to refinance certain outstanding
obligations of the City, 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,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 shall not be subject to optional redemption prior to their stated maturities, except that
Bonds maturing in the year 2027 and thereafter shall be subject to call for prior redemption at the option of
the City, in whole or in part, in such order as the City shall determine and by lot as to Bonds having the
4851-3257-9924\3
same maturity date, on February 1, 2026, and any date thereafter, at the price of par plus accrued interest
as of the date of redemption.
At least thirty days prior to the date set for redemption of any Bond,the City Finance Director shall
cause notice of the call for redemption to be published as required by law and mailed by first-class mail to
the Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the bond
register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of
proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of
redemption having been given as aforesaid,the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price herein specified and from and after such
date(unless the City shall default in the payment of the redemption price)such Bonds or portions of Bonds
shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be
delivered to the registered owner without charge,representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the
owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations.
Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required
to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment
and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the
contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name
of Cede&Co.,as nominee of The Depository Trust Company, or in the name of any other nominee of The
Depository Trust Company or other securities depository,the Registrar shall pay all principal of and interest
on this Bond, and shall give all notices with respect to this Bond, only to Cede &Co. or other nominee in
accordance with the operational arrangements of The Depository Trust Company or other securities
depository as agreed to by the City.
The Bonds have been designated by the City as "qualified tax-exempt obligations" pursuant to
Section 265(b)of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED,RECITED,COVENANTED AND AGREED that all acts,conditions
and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding
general obligation of the City in accordance with its terms, have been done, do exist, have happened and
have been performed as so required;that prior to the issuance hereof,the City Council has by the resolutions
approving the issuance of the Bonds covenanted and agreed to levy ad valorem taxes on all taxable property
within the City; that such ad valorem taxes are estimated to be collectible for the years and in amounts
sufficient to produce sums not less than five percent in excess of the principal of and interest on the Bonds
when due, and that the City has appropriated such ad valorem taxes to the payment of such principal and
interest; that if necessary for payment of such principal and interest, further 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
4851-3257-9924\3
issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and
on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Resolution 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,Minnesota, by its City Council,has caused this Bond
to be executed by the 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, MINNESOTA
(Facsimile Signature) (Facsimile Signature)
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
4851-3257-9924\3
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to the applicable laws or regulations:
TEN COM --as tenants in common UTMA ............. as Custodian for ..............
(Cust) (Minor)
TEN ENT--as tenants by the entireties under Uniform Transfers to Minors Act............
(State)
JT TEN --as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond
and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the within
Bond in every particular,without alteration or enlargement or any
change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible
guarantor institution"meeting the requirements of the
Registrar,which requirements include membership or
participation in STAMP or such other "signature
guaranty program" as may be determined by the
Registrar in addition to or in substitution for STAMP,
all in accordance with the Securities Exchange Act of
1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
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