HomeMy WebLinkAboutResolution No. 2018-051 Selling Bonds Series 2018A $5,5515,000 G.o.Bonds CERTIFICATION OF MINUTES RELATING TO
$5,515,000 GENERAL OBLIGATION BONDS, SERIES 2018A
Issuer: City of Edina, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on June 5, 2018
at 7:00 o'clock P.M., at the City Hall, Edina, Minnesota.
Members present: Brindle, Fischer, Staunton, Stewart, Hovland
Members absent: None
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2018-51
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,515,000 GENERAL
OBLIGATION BONDS, SERIES 2018A
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 5t" day of June, 2018.
Debra Mang , Crt C rk
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Councilmember Staunton then introduced the following resolution and moved its adoption:
RESOLUTION NO. 2018-51
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $5,515,000 GENERAL
OBLIGATION BONDS, SERIES 2018A
BE IT RESOLVED by the City Council of the City of Edina, Minnesota(the "City"), as
follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. Pursuant to Resolution No. 2005-70,adopted on August 16,
2005, the City created a revolving fund as contemplated by Minnesota Statutes, Section 429.091,
Subdivision 7a (the "Act"), designated as the Permanent Improvement Revolving Fund, and
established certain accounts within such Permanent Improvement Revolving Fund. The City owns
and operates a municipal storm sewer utility (the "Storm Water Utility") and a municipal water
utility(the "Water Utility," which together with the Storm Water Utility is called the "Utilities").
This Council hereby determines that it is in the best interest of the City to issue its
$5,515,000 General Obligation Bonds, Series 2018A(the"Bonds")for the purpose of(i) financing
from the Permanent Improvement Revolving Fund the cost of the construction of various local
street improvement projects designated as Concord A & G, West 62nd Street,Normandale Park D,
Chowen Park D, Bredesen Park A, and Country Club C (together, the "Improvements"); and (ii)
financing various improvements to the Utilities, including water and storm sewer improvement
projects (together, the "Utilities Improvements"). This Council hereby determines to issue and
sell the Bonds to defray the expense incurred and estimated to be incurred by the City in making
the Improvements and the Utilities Improvements, including every item of cost of the kinds
authorized in Minnesota Statutes, Section 475.65. The portion of the Bonds issued to finance the
Improvements are referred to as the "Improvement Bonds" and are issued pursuant to the Act and
Minnesota Statutes, Chapter 429 and Chapter 475, and the portion of the Bonds issued to finance
the Utilities Improvements are designated as the "Utilities Bonds" and are issued pursuant to
Minnesota Statutes, Section 444.075 and Chapter 475. The allocation of the Bonds for this purpose
is set forth in Section 2.01 hereof.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., 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 Terms and Conditions of Sale for the Bonds, six (6) proposals for the purchase of
the Bonds were received at or before the time specified for receipt of proposals. The proposals
have been opened and publicly read and considered, and the purchase price, interest rates and true
interest cost under the terms of each bid have been determined. The most favorable proposal
received is that of Robert W. Baird & Co. Incorporated, of Milwaukee, Wisconsin, and associates
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(the "Purchaser"), to purchase the Bonds at a price of$5,731,639.83, the Bonds to bear interest at
the rates set forth in Section 2.01. The proposal is hereby accepted, and the Mayor and the City
Manager are hereby authorized and directed to execute a contract on the part of the City for the
sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be
returned forthwith.
1.04. Performance of Requirements. The City is authorized by Minnesota Statutes, Section
444.075,to issue and sell the Utilities Bonds to pay the costs of the Utilities Improvements, and to
pledge to the payment of the Utilities Bonds net revenues to be derived from charges for the
service, use and availability of the Utilities. The City presently has certain outstanding obligations
which constitute a lien on the net revenues of the Utilities. Such obligations permit further pledges
and appropriations of net revenues of the Utilities to be made superior or subordinate to or on a
parity with the pledge and appropriation of net revenues of the Utilities to pay such obligations.
The City Council hereby determines that the estimated net revenues of the Utilities will be
sufficient, together with any other sources pledged to or projected to be used, for the payment of
the principal of and interest on the Utilities Bonds and such outstanding obligations which
constitute a lien on the net revenues of the Utilities. 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 Utilities 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 Utilities Bonds, to provide security therefor and to issue the
Utilities Bonds forthwith.
1.05. Maturities. This Council finds and determines that the maturities of the Improvement
Bonds, as set forth in Section 2.01 hereof, are warranted by the anticipated collection of the
assessments to be levied for the cost of the Improvements.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be designated
General Obligation Bonds, Series 2018A, shall be originally dated as of June 27, 2018, shall be in
the denomination of$5,000 each, or any integral multiple thereof, shall mature on February 1 in
the respective years and amounts stated below, and shall bear interest, computed on the basis of a
360-day year consisting of twelve 30-day months, from June 27, 2018, until paid or duly called
for redemption at the respective annual rates set forth opposite such years and amounts,as follows:
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Year Amount Rate Year Amount Rate
2020 $285,000 3.000% 2027 $505,000 4.000%
2021 405,000 3.000 2028 520,000 3.000
2022 420,000 3.000 2029 540,000 3.000
2023 440,000 3.000 2031 315,000 3.000
2024 455,000 3.000 2033 335,000 3.000
2025 460,000 4.000 2035 355,000 3.125
2026 480,000 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.
The portion of the Bonds maturing in the following years and amounts constitute the
Improvement Bonds:
Year Amount Year Amount
2020 0 2027 $145,000
2021 $115,000 2028 150,000
2022 120,000 2029 155,000
2023 125,000 2031 315,000
2024 130,000 2033 335,000
2025 130,000 2035 355,000
2026 135,000
The portion of the Bonds maturing in the following years and amounts constitute the
Utilities Bonds:
Year Water Utility Storm Utility Total
2020 $160,000 $125,000 $285,000
2021 165,000 125,000 290,000
2022 170,000 130,000 300,000
2023 180,000 135,000 315,000
2024 185,000 140,000 325,000
2025 190,000 140,000 330,000
2026 195,000 150,000 345,000
2027 205,000 155,000 360,000
2028 210,000 160,000 370,000
2029 220,000 165,000 385,000
2031 0 0 0
2033 0 0 0
2035 0 0 0
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2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of
its authentication. The interest on the Bonds shall be payable on February 1 and August 1 in each
year, commencing February 1, 2019, to the owner of record thereof as of the close of business on
the fifteenth day of the immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent(the"Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a
bond register in which the Registrar shall provide for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing,the Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the fifteenth
day of the month preceding each interest payment date and until such interest payment
date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of
a like aggregate principal amount and maturity, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the owner's
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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.
(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.i� All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to
the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.04. Appointment of Registrar and Paying Agent. The City hereby appoints U.S. Bank
National Association in St. Paul, Minnesota, as the initial Registrar. The Mayor and City Manager
are authorized to execute and deliver, on behalf of the City, a contract with U.S. Bank National
Association, as Registrar. Upon merger or consolidation of the Registrar with another corporation,
if the resulting corporation is a bank or trust company authorized by law to conduct such business,
such corporation shall be authorized to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed. The City reserves
the right to remove any Registrar upon thirty (30) days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in
its possession to the successor Registrar.
2.05. Redemption. Bonds maturing in the year 2028 and later years shall be subject to
redemption and prepayment 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, 2027, and on
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any date thereafter (whether or not an interest payment date), at a price equal to the principal
amount thereof and accrued interest to the date of redemption.
Bonds maturing on February 1,2031,2033,and 2035 are subject to mandatory redemption,
at a redemption price equal to their principal amount plus interest accrued thereon to the
redemption date, without premium, on February 1 in each of the years shown below, in an amount
equal to the following principal amounts:
Bonds Maturing on February 1, 2031
Sinking Fund Aggregate
Payment Date Principal Amount
2030 $155,000
2031 160,000
Bonds Maturing on February 1, 2033
Sinking Fund Aggregate
Payment Date Principal Amount
2032 $165,000
2033 170,000
Bonds Maturing on February 1, 2035
Sinking Fund Aggregate
Payment Date Principal Amount
2034 $175,000
2035 180,000
Prior to the date set for redemption of any Bond prior to its stated maturity date, the City
Finance Director shall cause notice of the call for redemption thereof to be published as required
by law and, not more than sixty (60) and not fewer than thirty (30) days prior to the designated
redemption date, shall cause notice of the call to be mailed to the registered holders of any Bonds
to be redeemed at their addresses as they appear on the bond register described in Section 2.03
hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity
of proceedings for the redemption of any Bond not affected by such defect or failure. The notice
of redemption shall specify the redemption date, redemption price, the numbers, interest rates and
CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be
surrendered for payment, which is the principal office of the Registrar. Official notice of
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redemption having been given as aforesaid,the Bonds or portions thereof so to be redeemed shall,
on the redemption date, become due and payable at the redemption price therein specified and
from and after such date (unless the City shall default in the payment of the redemption price)such
Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge, upon
surrender of such Bond to the Registrar, one or more new Bonds of such same series in authorized
denominations equal in principal amount to the unredeemed portion of the Bond so surrendered.
2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by the signatures
of the Mayor and the City Manager, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any
Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the
same as if he or she had remained in office until delivery. Notwithstanding such execution, no
Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on such Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of authentication
on different Bonds need not be signed by the same representative. The executed certificate of
authentication on each Bond shall be conclusive evidence that it has been authenticated and
delivered under this Resolution. When the Bonds have been so prepared, executed and
authenticated, the City Finance Director shall deliver them to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the form
attached hereto as Exhibit A.
2.08. Use of Securities Depository Book-Entry OnlySystem. The provisions of this
Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they
are inconsistent therewith.
(a) The Depository Trust Company ("DTC") has agreed to act as securities depository
for the Bonds, and to provide a Book-Entry Only System for registering the ownership interest of
the financial institutions for which it holds the Bonds(the"DTC Participants"),and for distributing
to such DTC Participants such amount of the principal and interest payments on the Bonds as they
are entitled to receive, for redistribution to the beneficial owners of the Bonds as reflected in their
records (the `Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as
securities depository, the Bonds shall be issued in typewritten form, one for each maturity in a
principal amount equal to the aggregate principal amount of each maturity, shall be registered in
the name of the securities depository or its nominee, shall be subject to the provisions of this
Section 2.08, and no Beneficial Owner shall have the right to receive a certificate of ownership or
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printed Bond. While DTC is acting as the securities depository, the Bonds shall be registered in
the name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the City
and the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of CEDE& CO.,the words"CEDE&CO." in this Resolution shall refer to such
new nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its nominee, the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or
Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities
depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant or other person or any other person, other than DTC, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than DTC, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium,
if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall be
valid and effective to fully satisfy and discharge the City's obligations with respect to the principal
and interest on the Bonds to the extent of the sum or sums so paid. So long as the Book-Entry
Only System is in effect, no person other than DTC shall receive an authenticated Bond.
(c) Upon receipt by the City and the Registrar of written notice from the securities
depository to the effect that it is unable or unwilling to discharge its responsibilities under the
Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial
series as requested by the securities depository in appropriate amounts,and whenever the securities
depository requests the City and the Registrar to do so, the City and the Registrar shall cooperate
with the securities depository in taking appropriate action after reasonable notice (i)to arrange for
a substitute depository willing and able,upon reasonable and customary terms,to maintain custody
of the Bonds, or(ii)to make available Bonds registered in whatever name or names the Beneficial
Owner registering ownership transferring or exchanging such Bonds shall designate,in accordance
with clause (f) or clause (g) below, whichever is applicable.
(d) In the event the City determines that it is in the best interests of the Beneficial
Owner that they be able to obtain printed Bonds, the City may so notify the securities depository
and the Registrar, whereupon the securities depository shall notify the Beneficial Owners of the
availability through the securities depository of such printed Bonds. In such event, the City shall
cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully
executed and authenticated, as requested by the securities depository in appropriate amounts and,
whenever the securities depository requests, the City and the Registrar shall cooperate with the
securities depository in taking appropriate action after reasonable notice to make available printed
Bonds registered on the Bond Register in whatever name or names the Beneficial Owners entitled
to receive Bonds shall designate, in accordance with clause (f) or clause (g) below, whichever is
applicable.
(e) Notwithstanding any other provisions of this Resolution to the contrary, so long as
any Bond is registered in the name of a securities depository or its nominee, all payments of
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principal and interest on the Bond and all notices with respect to the Bond shal I be made and given,
respectively, to the securities depository.
(f) In the event that the Book-Entry Only System established pursuant to this Section
is discontinued, except as provided in clause (g), the Bonds shall be issued through the securities
depository to the Beneficial Owners.
(g) In the event of termination of the Book-Entry Only System, the City shall have the
right to terminate, and shall take all steps necessary to terminate, all arrangements with the
securities depository described herein, and thereafter shall issue, register ownership of, transfer
and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of
notice from the City,the securities depository shall take all actions necessary to assist the City and
the Registrar in terminating all arrangements for the issuance of documents evidencing ownership
interests in the Bonds through the securities depository. Nothing herein shall affect the securities
depository's rights under clause (e) above.
Section 3. Use of Proceeds.
3.01. General Obligation Bonds, Permanent Improvement Revolving Fund Series 2018A
Improvement Construction Fund. The City hereby establishes within the Construction Fund of the
Permanent Improvement Revolving Fund a special subbaccount designated as the Permanent
Improvement Revolving Fund Series 2018A Improvement Construction Fund (the "Series 2018A
Improvement Construction Fund") as a separate bookkeeping account on its books and records.
There shall be deposited into the Series 2018A Improvement Construction Fund, when and as
received, proceeds of the Improvement Bonds in the amount of$2,122,257.26. There shall be
established a separate account within the Series 2018A Improvement Construction Fund to record
expenditures for each Improvement. The moneys in the Series 2018A Improvement Construction
Fund will be disbursed by the City, in accordance with this Resolution and the City's normal
procedures,to pay(or reimburse the City for)the costs of the Improvements, including the issuance
costs of the Improvement Bonds pursuant to Section 10 hereof. At such time as the Improvements
are completed the City shall transfer any remaining balance in the Series 2018A Improvement
Construction Fund as provided in Resolution No. 2005-70.
3.02. General Obligation Bonds, Series 2018A Utilities Construction Fund. There is
hereby established in the official books and records of the City, a separate General Obligation
Bonds, Series 2018A Utilities Construction Fund (the "Series 2018A Utilities Construction
Fund"). The City hereby appropriates to the Series 2018A Utilities Construction Fund proceeds
of the Utilities Bonds in the amount of$3,423,551.14. The Series 2018A Utilities Construction
Fund shall be used solely to defray expenses of the Utilities Improvements, including but not
limited to the transfer to the Utilities Bond Fund created in Section 4.02 hereof, of amounts
sufficient for the payment of the expenses incurred by the City in connection with the issuance of
the Utilities Bonds. Upon completion and payment of all costs of the Utilities Improvements, any
balance of the proceeds of Utilities Bonds remaining in the Series 2018A Utilities Construction
Fund may be used to pay the cost, in whole or in part, of any other improvements to the Utilities,
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as directed by the City Council, but any balance of such proceeds not so used shall be credited and
paid to the Utilities Bond Fund.
Section 4. Bond Funds.
4.01. General Obligation Permanent Improvement Revolving Fund Bonds, Series 2018A
Bond Fund. So long as any of the Improvement Bonds are outstanding and any principal of or
interest thereon unpaid, the City shall maintain a separate debt service fund on its official books
and records to be known as the General Obligation Permanent Improvement Revolving Fund
Bonds, Series 2018A Bond Fund (the "Improvement Bond Fund") within the Debt Service
Account of the Permanent Improvement Revolving Fund (the "Debt Service Account"), and the
principal of and interest on the Improvement Bonds shall be payable from the Improvement Bond
Fund. The City irrevocably appropriates to the Improvement Bond Fund (a) proceeds of the
Improvement Bonds in the amount of $112,956.43 representing capitalized interest on the
Improvement Bonds; (b) all moneys transferred with respect to the Improvement Bonds from other
accounts within the Permanent Improvement Revolving Fund to the Debt Service Account; (c)
special assessments levied and collected in accordance with Section 5 hereof; and (d) all other
moneys as shall be appropriated by the City Council to the Improvement Bond Fund from time to
time. On the business day preceding each date on which principal of or interest on the
Improvement Bonds are to be paid by the City in accordance with this Resolution,the City Finance
Director shall, without further direction by the Council, transfer from the Debt Service Account in
the Permanent Improvement Revolving Fund to the Improvement Bond Fund an amount sufficient
to pay such principal and interest. If the aggregate balance in the Improvement Bond Fund is at
any time insufficient to pay all interest and principal then due on all Improvement Bonds payable
therefrom,the payment shall be made from any fund of the City which is available for that purpose,
subject to reimbursement from the Permanent Improvement Revolving Fund when the balance
therein is sufficient, and the City Council covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional or statutory limitation.
4.02. Utilities Bond Fund. The Utilities Bonds shall be payable from a separate General
Obligation Utilities Bonds, Series 2018A Bond Fund (the "Utilities Bond Fund"), which the City
agrees to maintain until the Utilities Bonds have been paid in full. If the balance in the Utilities
Bond Fund is ever insufficient to pay all principal and interest then due on bonds payable
therefrom, the City Finance Director shall nevertheless provide sufficient money from any other
funds of the City which are available for that purpose, and such other funds shall be reimbursed
from subsequent receipts of net revenues of the Utilities appropriated to the Utilities Bond Fund
and, if necessary, from the proceeds of the taxes levied for the Utilities Bond Fund. The City
Finance Director shall deposit in the Utilities Bond Fund (a)proceeds of the Utilities Bonds in the
amount of$0 and(b) all other money which may at any time be received for or appropriated to the
payment of such bonds and interest, including the net revenues of the Utilities herein pledged and
appropriated to the Utilities Bond Fund and all collections of any ad valorem taxes levied for the
payment of the Utilities Bonds.
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Section 5. Levy of Special Assessments; Full Faith and Credit Pledged.
5.01. Levy of Special Assessments. The City hereby covenants and agrees that for
payment of the cost of each of the Improvements it will do and perform all acts and things
necessary for the full and valid levy of special assessments against all assessable lots, tracts and
parcels of land benefited thereby and located within the area proposed to be assessed therefor,
based upon the benefits received by each such lot, tract or parcel, in an aggregate principal amount
not less than twenty percent (20%) of the cost of the Improvements. In the event that any such
assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to
any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this
Council or any of the City's officers or employees, either in the making of such assessment or in
the performance of any condition precedent thereto,the City and this Council hereby covenant and
agree that they will forthwith do all such further acts and take all such further proceedings as may
be required by law to make such assessments a valid and binding lien upon such property.
The Council presently estimates that the special assessments levied for payment of the cost
of the Improvements shall be in the principal amount of$2,280,000 payable in not more than 15
installments,the first installment to be collectible with taxes during the year 2020,and that deferred
installments shall bear interest at the rate of 3.770% per annum from the date of the resolution
levying said assessment until December 31 of the year in which the installment is payable.
5.02. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the
Bonds shall be payable from the Bond Funds in accordance with the provisions and covenants
contained in this Resolution. It is estimated that the special assessments levied and to be levied
for the payment of the Improvements and net revenues of the Utilities pledged to the payment of
the Utilities Bonds will be collected in amounts not less than five percent (5%) in excess of the
annual principal and interest requirements of the Improvement Bonds and Utilities Bonds.
Section 6. Imposition of Charges; Additional Bonds. The City hereby covenants and
agrees with the holders from time to time of the Utilities Bonds that so long as any of the Utilities
Bonds are outstanding, the City will impose and collect reasonable charges for the service, use and
availability of the Utilities to the City and its inhabitants according to schedules calculated to
produce net revenues which, will be sufficient to pay all principal and interest when due on the
Utilities Bonds and all other obligations payable from the net revenues of the Utilities. Net
revenues of the Utilities, to the extent necessary, are hereby irrevocably pledged and appropriated
to the payment of the principal of the Utilities Bonds and interest thereon, provided that nothing
herein shall preclude the City from hereafter making further pledges and appropriations of net
revenues of the Utilities for the payment of additional obligations of the City hereafter authorized
if the City Council determines before the authorization of such additional obligations that the
estimated net revenues of the Utilities will be sufficient, together with any other sources pledged
to or projected to be used, for the payment of the principal of and interest on the Utilities Bonds
and paid therefrom and such additional obligations. Such further pledges and appropriations of
said net revenues may be made superior or subordinate to or on a parity with the pledge and
appropriation herein made, as to the application of net revenues received from time to time.
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Section 7. Defeasance. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this Resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they are
prepayable according to their terms, by depositing with the Registrar on or before that date an
amount equal to the principal, interest and redemption premium, if any, which are then due,
provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank or trust company qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited, bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be required
to pay all principal, interest and redemption premiums to become due thereon to maturity or said
redemption date.
Section 8. County Auditor Registration, Certification of Proceedings, Investment of
Money, Arbitrage and Official Statement.
8.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditor of Hennepin County,together with
such other information as the County Auditor shall require,and to obtain from said County Auditor
a certificate that the Bonds have been entered on his bond register as required by law.
8.02. Certification of Proceedings. The officers of the City and the County Auditor of
Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and
to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and
records of the City, and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
8.03. Covenant. The City covenants and agrees with the registered owners of the Bonds,
that it will not take, or permit to be taken by any of its officers, employees or agents, any action
which would cause the interest payable on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986,as amended(the"Code")and Regulations promulgated thereunder
(the "Regulations") as are enacted or promulgated and in effect on the date of issuance of the
Bonds, and covenants to take any and all actions within its powers to ensure that the interest on
the Bonds will not become includable in gross income of the recipient under the Code and the
Regulations. The facilities financed by the Bonds shall at all times during the term of the Bonds
be owned and maintained by the City and the City shall not enter into any lease, use agreement,
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management agreement, capacity agreement or other agreement or contract with any
nongovernmental person relating to the use of the facilities financed by the Bonds, or security for
the payment of the Bonds which might cause the Bonds to be considered "private activity bonds"
or"private loan bonds" pursuant to Section 141 of the Code.
8.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable
to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be arbitrage bonds within the meaning of the Code and Regulations.
8.05. Arbitrage Rebate. The City shall take such actions as are required to comply with
the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
8.06. Official Statement. The Official Statement relating to the Bonds, prepared and
distributed on behalf of the City by Ehlers and Associates, Inc., is hereby approved. Ehlers and
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, 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 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.
8.07. Reimbursement. The City certifies that the proceeds of the Bonds will not be used
by the City to reimburse itself for any expenditure with respect to the financed facilities which the
City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with
respect to such prior expenditures, the City shall have made a declaration of official intent which
complies with the provisions of Section 1.150-2 of the Regulations, provided that a declaration of
official intent shall not be required (i) with respect to certain de minimis expenditures, if any,with
respect to the financed facilities meeting the requirements of Section 1.150-2(f)(1) of the
Regulations, or(ii)with respect to"preliminary expenditures"for the financed facilities as defined
in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and
similar preparatory expenses,which in the aggregate do not exceed 20% of the"issue price"of the
Bonds.
8.08. Qualified Tax-Exempt Obligations. The City Council hereby designates the Bonds
as"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the
disallowance of interest expense for financial institutions, and hereby finds that the reasonably
anticipated amount of tax-exempt governmental obligations (within the meaning of Section
265(b)(3)of the Code)which will be issued by the City and all subordinate entities during calendar
year 2018 does not exceed $10,000,000.
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Section 9. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the
public availability of certain information relating to the Bonds and the security therefor and to
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
thereof, and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City; and
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(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
(IRS Form 5701-TEB) or other material notices or determinations with
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respect to the tax status of the security, or other material events affecting
the tax status of the security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities, if material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated
person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; 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;
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(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
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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 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City
authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of
issuance expenses to Klein Bank, on the closing date for further distribution as directed by the
City's financial advisor, Ehlers & Associates, Inc.
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Adopted this 5`" day of June, 2018.
Mayor
Attest:
City Clerk
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: Brindle, Fischer, Staunton, Stewart, Hovland
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted.
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PROJECTED LEVIES
TAX LEVY CALCULATION Issue ID€d 331623
City of Edina,MN Dated Date: 6/27/2018
$5,515,000 General Obligation Bonds,Series 20L8A Call Date: 2/1/2027
PIR
Tax Tax Bond
Leery Collect Pay Funds Available (2)Less:Special
V.— vas. vee, Total P&I fib P&100 105% Assessments Net Levy
2017 f 2018 f 2019 42,112.67 (42,11.2.67) 0.00 0.00
2018 / 2019 f 2020 70,843.76 (70,843.76) 0.00 0.00
2019 / 2020 f 2021 185,843.76 195,135,.95 (195,586.40} (450.45)
2020 / 2021 f 2022 187,393.76 196,763.45 (195,586.40} 1,177.05
2021 / 2022 f 2023 188,793.76 198,233.45 ,195„586.401 2,647.05
2022 f 2023 f 2024 199,043.76 199,545.95 {195,586.41) 3,95954
2023 f 2024 f 2025 186,143.76 195,450.95 (195,586.401 (13.5.45)
2024 f 2025 f 2026 185,943.76 195,240.95 ?195,586.39) (345.44)
2025 f 2026 f 2027 190,543.76 200,070.95 (195,586.39) 4,484.56
2026 f 2027 f 2028 189,743.76 199,230.95 (195,586.40) 3,644:55
2027 f 2028 f 2029 190,243.76 199,755.95 (195,586.40) 4,169.55
2028 / 2029 f 2030 185,593.76 194,873.45 (195,586.39) (712.94)
2029 / 2030 f 2031 185,.943.76 195,240.95 (195,586.41.) (345.46)
2030 / 2031 f '032 18-6,143.76 195,450.95 (195,586.40) (135.45)
2031 / 2032 f 2033 196,.193.76 195,503.45 (195,586.40) (82.95)
2032 f 2033 f 2034 186,093.76 1955,398.45 (195,586.39) (187.94)
2033 ! 2034 / 2035 185 625.00 194.90625 1195.586.4Gi f6W.15)
Totals 2.923,2.71,07 (112,956.,13) 2,950,802.02 12,933;755.981 17,006.04
(1)
The following funds are available to pay the interest payments due February 11 20.19 to February 1.,2.020:
Capitalized Interest: 112,,956.43
(2) Projected special assessment revenue net of assumed prepayments of$909,348 is based on$2,284,787.70
assessed at 3.770%
Cashfiow+and levy needs should be reviewed annuallyto accountfor prepaid and for delinquent
assessments.
4827-2352-0613\5
EXHIBIT A
BOND FORM
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
GENERAL OBLIGATION BOND, SERIES 2018A
R- $
Interest Maturity Date of
Rate Date Original Issue CUSIP
% February 1, 20_ June 27, 2018
REGISTERED OWNER: CEDE &CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF EDINA, Hennepin County, Minnesota (the City), acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner named above, or registered
assigns,the principal sum specified above on the maturity date specified above, and to pay interest thereon
from the date of original issue specified above, or the most recent interest payment date to which interest
has been paid or provided for, at the annual rate specified above, payable on February 1 and August 1 in
each year,commencing February 1,2019(each such date,an Interest Payment Date),to the person in whose
name this Bond is registered at the close of business on the 15th day(whether or not a business day)of the
month immediately preceding the payment date,all subject to the provisions referred to herein with respect
to redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment
Date shall be paid to the person in whose name this Bond is registered at the close of business on the
fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Payment
Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months.
The interest hereon and, upon presentation and surrender hereof,the principal hereof are payable in lawful
money of the United States of America by check or draft by U.S. Bank National Association in St. Paul,
Minnesota,as Bond Registrar,Transfer Agent and Paying Agent(the Registrar),or its designated successor
under the resolution described herein. For the prompt and full payment of such principal and interest as the
same respectively become due, the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of$5,515,000, 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 June 5, 2018 (the "Resolution"), to maintain the
Permanent Improvement Revolving Fund of the City, a permanent fund established for the financing of
local improvements for which special assessments may be levied against property specifically benefited
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4827-2352-0613\5
thereby, and to finance the costs of improvements to the storm sewer utility and to the water utility 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 429 and Section 444.075 and
Chapter 475. The Bonds are issuable only as fully registered bonds in denominations of$5,000 or any
multiple thereof, of single maturities. The Bonds of this series are issuable only as fully registered Bonds,
in denominations of$5,000 or any multiple thereof, of single maturities.
Bonds of this issue maturing in 2028 and earlier years are payable on their respective stated maturity
dates without option of prior payment, but Bonds having stated maturity dates in 2027 and later years are
each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part in
such order as the City shall determine and by lot as to Bonds maturing on the same date, on February 1,
2027 and any date thereafter (whether or not an interest payment date), at a price equal to the principal
amount thereof plus interest accrued to the date of redemption.
Bonds maturing in the years 2031, 2033, and 2035 shall be subject to mandatory redemption prior
to maturity by lot pursuant to the mandatory sinking fund requirements of the Resolution on February 1 in
the years and in the principal amounts set forth in the Resolution at a redemption price equal to the stated
principal amount thereof to be redeemed plus interest accrued thereon to the redemption date, without
premium.
At least thirty days prior to the date set for redemption of any Bond,notice of the call for redemption
will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address
appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be
redeemed shall, on the redemption date, become due and payable at the redemption price herein specified
and from and after such date (unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new
Bond or Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the
owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations.
Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required
to be paid with respect to such transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations" pursuant to Section 265(b)
of the Internal Revenue Code of 1986, as amended.
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.
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4827-2352-0613\5
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name
of Cede&Co.,as nominee of The Depository Trust Company,or in the name of any other nominee of The
Depository Trust Company or other securities depository,the Registrar shall pay all principal of and interest
on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in
accordance with the operational arrangements of The Depository Trust Company or other securities
depository as agreed to by the City.
IT IS HEREBY CERTIFIED,RECITED,COVENANTED AND AGREED that all acts,conditions
and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen
and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding
general obligation of the City in accordance with its terms, have been done, do exist, have happened and
have been performed as so required; that prior to the issuance hereof the City has levied or agreed to levy
special assessments on property specially benefited by the improvements financed by the Bonds collectible
in the years and amounts required to produce sums not less than five percent in excess of the principal of
and interest on such portion of the Bonds as such principal and interest respectively become due, and has
appropriated such special assessments to the Revenue Account (the Revenue Account) of its Permanent
Improvement Revolving Fund previously established by the City; and that, on or before each date the City
is obligated to pay principal of or interest on such portion of the Bonds, the City will transfer from its
Revenue Account to a separate General Obligation Permanent Improvement Revolving Fund Bonds, Series
2018A Bond Fund an amount sufficient for the payment of such principal and interest on such date;and the
City has pledged to the payment of the principal of and interest on the Bonds net revenues of the storm
water utility and water utility of the City;that in and by the Resolution,the City has covenanted and agreed
with the owner of the Bonds that it will impose and collect charges for the service, use and availability of
its storm water utility and water utility at the time and in the amounts required to produce net revenues
adequate to pay all principal of and interest on the Bonds and on all other bonds payable from net revenues
of the storm water utility and water utility as such principal and interest respectively become due; and that
the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or
statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Resolution described herein until the Certificate of Authentication hereon shall have been
executed by the Registrar by manual signature of one of its authorized representatives.
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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 on its behalf by the manual or facsimile signatures of the Mayor and
City Manager, and has caused this Bond to be dated as of the Date of Original Issue set forth above.
CITY OF 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,
as Registrar
By
Authorized Representative
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The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM--as tenants in common UTMA ................. as Custodian for ..................
(Cust) (Minor)
TEN ENT--as tenants by the entireties under Uniform Transfers to Minors Act ...........................
(State)
JT TEN--as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the within Bond
and all rights thereunder, and 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:
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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COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION
The undersigned, being the duly qualified and acting County Auditor of Hennepin County,
Minnesota, hereby certifies that there has been filed in my office a certified copy of a resolution
duly adopted on June 5, 2018, by the City Council of the City of Edina, Minnesota, setting forth
the form and details of an issue of$5,515,000 General Obligation Bonds, Series 2018A, dated as
of June 27, 2018.
I further certify that said Bonds have been entered on my bond register as required by
Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of , 2018.
County Auditor
(SEAL)
4827-2352-0613\5