HomeMy Public PortalAbout2016-060 Resolution Awarding Sale of General Obligation Refunding Bonds Series 2016AExtract of Minutes of Meeting
of the City Council of the City of
Medina, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Medina,
Minnesota, was duly held in the City Hall in said City on Tuesday, July 19, 2016, commencing at 7:00 P.M.
The following members were present:
John Anderson, Lorie Cousineau, Kathleen Martin, Bob Mitchell, and Jeff Pederson
and the following were absent:
None
* * *
The Mayor announced that the next order of business was consideration of the proposals which had
been received for the purchase of the City's General Obligation Refunding Bonds, Series 2016A, to be issued
in the original aggregate principal amount of $1,220,000.
The City Clerk presented a tabulation of the proposals which had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached.
After due consideration of the proposals, Member Kathleen Martin then introduced the following
resolution and moved its adoption:
482576v2 JAE ME230-638
RESOLUTION NO. 2016-60
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2016A, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $1,220,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING
THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR
PAYMENT; PROVIDING FOR THE ESCROWING AND
INVESTMENT OF THE PROCEEDS THEREOF; AND
PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED
THEREBY
BE IT RESOLVED By the City Council of the City of Medina, Hennepin County, Minnesota
(the "City") as follows:
Section 1. Findings; Sale of Bonds.
1.01. Findings. It is hereby determined that:
(a) Pursuant to Minnesota Statutes, Chapters 429, 469, and 475, as amended
(collectively, the "Act"), the City issued its General Obligation Bonds, Series 2008A (the
"Refunded Bonds"), dated June 17, 2008, in the original aggregate principal amount of
$2,280,000, which are currently outstanding in the aggregate principal amount of $1,370,000, of
which $1,220,000 is callable on or after February 1, 2017. Proceeds of the Refunded Bonds were
used to (i) finance the construction of certain assessable public improvements, including but not
limited to improvements to Hamel Road (the "Assessable Improvements"); and (ii) finance
certain public redevelopment costs in Tax Increment Financing District No. 1-9 (the "TIF
District") within Development District No. 1 in the City (the "Project Area"), including the
undergrounding of electric power lines in the Uptown Hamel area (the "Redevelopment Project").
The portion of the Refunded Bonds allocated to the Assessable Improvements is referred to
herein as the "Refunded Improvement Bonds," and the portion of the Refunded Bonds allocated
to the Redevelopment Project is referred to herein as the "Refunded TIF Bonds."
(b) The City is authorized by Section 475.67, subdivision 13 of the Act to issue and
sell its general obligation bonds to refund outstanding bonds when determined by the City
Council to be necessary and desirable.
(c) The City finds it necessary and desirable for the reduction of debt service costs to
issue its General Obligation Refunding Bonds, Series 2016A (the "Bonds"), in the original
aggregate principal amount of $1,220,000, to achieve the crossover refunding of the Refunded
Bonds by refunding in advance of maturity on February 1, 2017 (the "Redemption Date") the 2018
through 2024 maturities of the Refunded Bonds.
(d) The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to
negotiate the sale of the Bonds, it being determined that the City has retained an independent
financial advisor in connection with such sale. The actions of the City staff and its municipal
advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
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1.02. Award to the Purchaser and Interest Rates. The proposal of United Bankers' Bank,
Bloomington, Minnesota, as syndicate manager (the "Purchaser"), to purchase the Bonds of the City is
determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of
$1,266,340.08 (par amount of $1,220,000.00, plus original issue premium of $51,220.25, less
underwriter's discount of $4,880.17), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
Year Interest Rate Year Interest Rate
2018 2.000% 2022 2.000%
2019 2.000 2023 2.000
2020 2.000 2024 2.000
2021 2.000
True interest cost: 1.1383813%
1.03. Purchase Contract. The sum of $58,540.08, being the amount proposed by the Purchaser
in excess of $1,207,800.00, shall be credited to the accounts of the Debt Service Fund hereinafter created
or the Escrow Fund hereinafter created unless the funds are determined to be deposited in another fund by
action of the City's Finance Director in consultation with the City's municipal advisor. The Finance
Director is directed to deposit the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and City
Clerk are directed to execute a contract with the Purchaser on behalf of the City.
1.04. Terms and Principal Amount of Bonds. The City will forthwith issue and sell the Bonds
pursuant to the Act, specifically Section 475.67, subdivision 13, in the original aggregate principal amount of
$1,220,000, originally dated August 11, 2016, in the denomination of $5,000 each or any integral multiple
thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1
in the years and amounts as follows:
Year Amount Year Amount
2018 $ 165,000 2022 $ 175,000
2019 165,000 2023 185,000
2020 170,000 2024 185,000
2021 175,000
(a) $665,000 in principal amount of the Bonds (the "Improvement Refunding Bonds"),
maturing in the amounts and on February 1 of the years set forth below, are being used to refinance
the Assessable Improvements:
Year Amount Year Amount
2018 $ 90,000 2022 $ 95,000
2019 90,000 2023 100,000
2020 95,000 2024 100,000
2021 95,000
(b) The remainder of the Bonds in the principal amount of $555,000 (the "TIF
Refunding Bonds"), maturing in the amounts and on February 1 of the years set forth below, are
being used to refinance the Redevelopment Project:
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July 19, 2016
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Year Amount Year Amount
2018 $ 75,000 2022 $ 80,000
2019 75,000 2023 85,000
2020 75,000 2024 85,000
2021 80,000
1.05. Optional Redemption. The Bonds are not subject to optional redemption prior to maturity.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued
by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date
preceding the date of authentication to which interest on the Bond has been paid or made available for
payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or
made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the
date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the
date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year,
commencing February 1, 2017, to the registered owners of record as of the close of business on the fifteenth
day of the immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and
paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides 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 a 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 will 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 that
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will 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. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
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(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will 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 a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond
is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and
interest on the Bond and for all other purposes, and payments so made to a registered owner or upon
the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to
the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date
and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of
and in substitution for any 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 the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an
appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to
the Registrar will be cancelled by the Registrar and evidence of such cancellation must 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 is not necessary to issue a new Bond prior to payment.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initial Registrar. The Mayor and the City Clerk 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, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed. The City reserves the right to
remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and
must deliver the bond register to the successor Registrar. On or before each principal or interest due date,
without further order of this Council, the City Clerk must transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of
the City Clerk and executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided
that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose
signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery
of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if
the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not 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 the 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
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same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has
been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed and
authenticated, the City Clerk will deliver the same to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see
to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or
more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto, with
such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the
execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Clerk is authorized and directed to obtain a copy of
the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to
be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond.
Section 4. Bonds; Security; Covenants; Escrow.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to be
borrowed and repaid on the Bonds, and to provide adequate and specific security for the Purchaser and
holders from time to time of the Bonds, there is hereby created a special fund to be designated the General
Obligation Refunding Bonds, Series 2016A Debt Service Fund (the "Debt Service Fund") to be administered
and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. There shall be established and maintained within the
Debt Service Fund two separate accounts designated as the "Assessable Improvements Account" and the
"Redevelopment Project Account." The Debt Service Fund will be maintained in the manner herein
specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon
have been fully paid.
(a) Assessable Improvements Account. To the Assessable Improvements Account of
the Debt Service Fund, there is hereby pledged and irrevocably appropriated and there will be
credited: (i) ad valorem taxes hereinafter levied for the payment of the Improvement Refunding
Bonds and interest thereon (the "Taxes"); (ii) a pro rata portion of any balance remitted to the City
upon the termination of the Escrow Agreement (as defined herein); (iii) after the Redemption Date,
special assessments collected for the payment of the Refunded Improvement Bonds pursuant to the
resolution authorizing the issuance and sale of the Refunded Bonds (the "Prior Resolution'); (iv) a
pro rata portion of amounts over the minimum purchase price of the Bonds paid by the Purchaser, to
the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof;
(v) all investment earnings on funds in the Assessable Improvements Account; and (vi) all other
moneys which are properly available and are appropriated by the City Council to the Assessable
Improvements Account.
(b) Redevelopment Project Account. To the Redevelopment Project Account there is
hereby pledged and irrevocably appropriated and there will be credited: (i) after the Redemption
Date, the tax increment revenues derived from property in the TIF District (the "Tax Increment
Revenues"); (ii) a pro rata portion of any balance remitted to the City upon the termination of the
Escrow Agreement; (iii) a pro rata portion of amounts over the minimum purchase price paid by the
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Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with
Section 1.03 hereof; (iv) all investment earnings on funds in the Redevelopment Project Account;
and (v) all other moneys which are properly available and are appropriated by the City Council to the
Redevelopment Project Account.
4.02. Escrow Fund. A portion of the proceeds of the Bonds in the amount of $1,265,266.40 will
be deposited in a separate fund (the "Escrow Fund") maintained by U.S. Bank National Association, in Saint
Paul, Minnesota, acting as escrow agent (the "Escrow Agent"). Such funds will be received by the Escrow
Agent and applied to fund the Escrow Fund or to pay costs of issuing the Bonds. Proceeds of the Bonds not
used to pay costs of issuance on the Bonds are hereby irrevocably pledged and appropriated to the Escrow
Fund, together with all investment earnings thereon. The Escrow Fund will be invested in securities maturing
or callable at the option of the holder on such dates and bearing interest at such rates as will be required to
provide sufficient funds, together with any cash or other funds retained in the Escrow Fund, to (i) pay when
due the interest to accrue on the Bonds to and including the Redemption Date; and (ii) pay on the Redemption
Date the principal amount of the Refunded Bonds then outstanding. Other than moneys in the Escrow Fund
used to pay costs of issuance of the Bonds, the Escrow Fund will be irrevocably appropriated to the payment
of the principal of and interest on the Refunded Bonds until the proceeds of the Bonds therein are applied to
prepayment of the Refunded Bonds. The moneys in the Escrow Fund will be used solely for the purposes
herein set forth and for no other purpose, except that any surplus in the Escrow Fund may be remitted to the
City, all in accordance with the Escrow Agreement by and between the City and the Escrow Agent. Any
moneys remitted to the City upon termination of the Escrow Agreement will be deposited on a pro rata basis
to the Assessable Improvements Account and Redevelopment Project Account of the Debt Service Fund.
4.03. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolutions relating to the Assessments levied for the Assessable Improvements are restated and
confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent
necessary to give full effect to the provisions hereof.
4.04. Prior Debt Service Fund. The debt service fund and the accounts therein heretofore
established for the Refunded Bonds pursuant to the Prior Resolution is hereby terminated and all monies
therein are hereby transferred to the Assessable Improvements Account and the Redevelopment Project
Account of the Debt Service Fund herein created.
4.05. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be
and are hereby irrevocably pledged. If the balance in the Escrow Fund or Debt Service Fund is ever
insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the
deficiency will be promptly paid out of monies in the general fund of the City which are available for such
purpose, and such general fund may be reimbursed with or without interest from the Escrow Fund or Debt
Service Fund when a sufficient balance is available therein.
4.06. Pledge of Tax Levies.
(a) To provide moneys for payment of a portion of the principal of and interest on the
Improvement Refunding Bonds maturing after the Redemption Date, there is hereby levied a direct
annual irrepealable ad valorem tax upon all of the taxable property in the City which will be spread
upon the tax rolls and collected with and as part of other general taxes of the City. The ad valorem
taxes will be credited to the Assessable Improvements Account of the Debt Service Fund above
provided and will be in the years and in the amounts attached hereto as EXHIBIT C.
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(b) The tax levies are such that if collected in full they, together with estimated
collections of investment earnings (and until the Redemption Date, of all amounts in the Escrow
Fund), Assessments, Tax Increment Revenues, and other revenues herein pledged for the payment of
the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies will be irrepealable so long as any
of the Bonds are outstanding and unpaid, provided that the City reserves the right to reduce the levies
in the manner and to the extent permitted by Section 475.61, subdivision 3 of the Act.
4.07. Cancellation of Prior Levy after Redemption Date. Following the payment in full of all
outstanding principal of and interest on the Refunded Bonds on the Redemption Date, the Finance Director is
hereby directed to certify such fact to and request the Taxpayer Services Division Manager of Hennepin
County, Minnesota (the "Taxpayer Services Division Manager") to cancel any and all tax levies made for the
Refunded Improvement Bonds pursuant to the Prior Resolution.
4.08. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolution relating to the Assessments levied for the Prior Improvements are restated and confirmed in all
respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give
full effect to the provisions hereof.
4.09. Filing of Resolution. The City Clerk is authorized and directed to file a certified copy of this
resolution with the Taxpayer Services Division Manager and to obtain the certificate required by
Section 475.63 of the Act.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. Purpose of Refunding. The 2018 through 2024 maturities of the Refunded Bonds will be
called for redemption on the Redemption Date in the amount of $1,220,000. It is hereby found and
determined that based upon information presently available from the City's municipal advisor, the
issuance of the Bonds, a portion of which will be used to redeem and prepay the Refunded Bonds, is
consistent with covenants made with the holders of the Refunded Bonds.
5.02. Findings It is hereby found and determined that based upon information presently available
from the City's municipal advisor, the issuance of the Bonds will result in a reduction of debt service cost to
the City on the Refunded Bonds, such that the present value of such debt service or interest cost savings
(the "Reduction") is at least three percent (3%) of the debt service on the Refunded Bonds. The Reduction,
after the inclusion of all authorized expenses of refunding in the computation of the effective interest rate on
the Bonds, is adequate to authorize the issuance of the Bonds as provided by Section 475.67, subdivisions 12
and 13 of the Act.
5.03. Proceeds Pledged to the Escrow Fund. As of the date of delivery of and payment for the
Bonds, proceeds of the Bonds are hereby pledged and appropriated and will be deposited in the Escrow Fund
as follows: (i) $9,178.40 for the purposes of paying interest on the Bonds to and including the Redemption
Date; and (ii) $1,220,000.00 for the purposes of redeeming on the Redemption Date the principal amount of
the Refunded Bonds then outstanding. Proceeds of the Bonds in the amount of $36,088.00 will also be
deposited in the Escrow Fund to pay the costs of issuance of the Bonds.
5.04. Securities to Fund Escrow Fund. Securities purchased, if any, from the moneys in the
Escrow Fund will be limited to securities specified in Section 475.67, subdivision 8 of the Act. Ehlers &
Associates, Inc., and/or U.S. Bank National Association as agent for the City, is hereby authorized and
directed to purchase for and on behalf of the City and in its name, appropriate securities to fund the Escrow
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Fund. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited with the
Escrow Agent and held pursuant to the terms of the Escrow Agreement (as defined herein) and the resolution.
5.05. Notice of Call for Redemption. The Refunded Bonds maturing on February 1, 2018 and
thereafter will be redeemed and prepaid on the Redemption Date in accordance with their terms and in
accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached
hereto as EXHIBIT D, which terms and conditions are hereby approved and incorporated herein by reference.
The registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Call for
Redemption to each registered holder of the Refunded Bonds.
5.06. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City Clerk
are hereby authorized and directed to execute on behalf of the City an escrow agreement (the "Escrow
Agreement") with the Escrow Agent in substantially the form now on file with the City Clerk. All essential
terms and conditions of the Escrow Agreement including payment by the City of reasonable charges for the
services of the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the
City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the
Escrow Agent.
Section 6. Authentication of Transcript.
6.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings
and records of the City relating to the Bonds and to the fmancial condition and affairs of the City, and such
other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as
shown by the books and records in their custody and under their control, relating to the validity and
marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed
representations of the City as to the facts stated therein.
6.02. Certification as to Official Statement. The Mayor, the City Clerk, and the Finance Director
are hereby authorized and directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and
belief the Official Statement is a complete and accurate representation of the facts and representations made
therein as of the date of the Official Statement.
6.03. Other Certificates. The Mayor, the City Clerk, and the Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, the City Clerk, and
the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
6.04. Payment of Costs of Issuance. Costs of issuance of the Bonds will be paid by the Escrow
Agent pursuant to the Escrow Agreement.
Section 7. Tax Covenants.
7.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time 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 on the Bonds to become subject to taxation under the Internal Revenue Code
of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time
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of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action
within its power that may be necessary to ensure that such interest will not become subject to taxation under
the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made
applicable to the Bonds.
7.02. No Rebate Required.
(a) The City will comply with requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of
excess investment earnings to the United States.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities
of the City) during the calendar year in which the Bonds are issued and outstanding at one time is not
reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the
Code. Furthermore:
(i) each of the Refunded Bonds was issued as part of an issue which was
treated as meeting the rebate requirements by reason of the exception for governmental units
issuing $5,000,000 or less of bonds;
(ii) the average maturity of the Bonds does not exceed the remaining average
maturity of the Refunded Bonds; and
(iii) no maturity of the Bonds has a maturity date which is later than the date
which is thirty (30) years after the date the Bonds were issued.
7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds
or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual
statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b)
the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds which are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2016 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2016 have been designated for purposes of Section 265(b)(3) of the Code.
Resolution No. 2016-60
July 19, 2016
482576v2 JAE ME230-638
10
7.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 8. Book -Entry System; Limited Obligation of City.
8.01. The Depository Trust Company. The Bonds will be initially issued in the form of a
separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04
hereof. Upon initial issuance, the ownership of each such Bond will be registered in the registration books
kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding
Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC.
8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar
in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no
responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of
which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation
with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any,
or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute
owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying
Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the
respective registered owners, as shown in the registration books kept by the Registrar, and all such payments
will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person
other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive
a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Clerk of a
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the
words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City
Clerk will promptly deliver a copy of the same to the Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter") which shall govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary
for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
respectively, to be complied with at all times.
8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that
they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer
and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the
provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under
Resolution No. 2016-60
July 19, 2016
482576v2 JAE ME230-638
11
applicable law. In such event, if no successor securities depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be
made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the
Representation Letter.
Section 9. Continuing Disclosure.
9.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and dated the
date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to
time in accordance with the terms thereof
9.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to
comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect
to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the City to comply with its
obligations under this section.
Section 10. Defeasance. When all Bonds and all interest thereon have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full
payment of the principal of and interest on the Bonds will remain in full force and effect. The City may
discharge all 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. 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 to the date of such deposit.
(The remainder of this page is intentionally left blank.)
Resolution No. 2016-60
July 19, 2016
482576v2 JAE ME230-638
12
Dated: July 19, 2016.
Bob Mitchell, Mayor
ATTEST:
64'Pl(P
Jodi Gallup, City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by Member John Anderson, and
upon vote being taken thereon, the following voted in favor thereof:
John Anderson, Lorie Cousineau, Kathleen Martin, Bob Mitchell, and Jeff Pederson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
Resolution No. 2016-60
July 19, 2016
482576v2 JAE ME230-638
13
EXHIBIT A
PROPOSALS
482576v2 JAE ME230-638
A-1
BID TABULATION
EHLERS
LEADERS IN PUBLIC FINANCE
$1,280,000* General Obligation Refunding Bonds, Series 2016A
City of Medina, Minnesota
SALE: July 19, 2016
AWARD: UNITED BANKERS' BANK
Rating: Moody's Investor's Service "Aa_'"
BBI: 2_8090
Bank Qualified
NAME OF BIDDER
NET TRUE
MATURITY REOFFERING INTEREST E\TEREST
(February 1) RATE YIELD PRICE COST RATE
UNITED BANKERS' BANK
Bloomington.Ilnnesota 2018 2.000°0 0.750°0
Farmer's State Bank of Hamel 2019 2.000° a 0.750%
2020 2.000°0 0.850%
2021 2.000°0 0.950%
2022 2.000% 1.050%
2023 2.000° 0 1.150%
2024 2.000°0 1.250%
S1.328,544,77
AIESIROW FINANCIAL. ANTCIAL. ENC. S 1.318239.65
Chicago. Illniois
2018 2.000°0
2019 2.000°0
2020 2.000°0
2021 2.000%,
2022 2.000%
2023 2.000%
2024 2.000°,1,
S67.944.12 1.1382%
S78.24924 1.3176%
BAIRD S1.315.755.75 S80.733.14 1.3611°o
Milwaukee. Wisconsin
2018 2.000%
2019 2.000°0
2020 2.000%
2021
2022 2.000°'0
2023 2.000%
2024 2.0006U
Subsequent to bid opening the issue size was decreased to $1?20.000.
Adjusted Price - $1.266.340.08
r
Adjusted Net Interest Cost - $64.882.15 Adjusted TIC' - 1.1383%
482576v2 JAE ME230-638
A-2
NAME OF BIDDER
NET TRUE
MATURITY REOFFERLM1G LNTEREST LITEREST
(February 1) RATE YIELD PRICE COST RATE
BER_NAR.DI SECURITIES. ENC. $1.306.963.60
Chicago. Illinois
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000°'0
2024 2.000%
Bid Tabulation
City of Medina. Minnesota
$1,280,000* General Obligation Refunding Bonds, Series 2016A
$89.525.29 1.5160%
July 19. 2016
Page 2
482576v2 JAE ME230-638
A-3
No. R-
Rate
EXIIIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016A
Maturity
February 1, 20_
Registered Owner: Cede & Co.
Date of
Original Issue
August 11, 2016
CUSIP
The City of Medina, Minnesota, a duly organized and existing municipal corporation in Hennepin
County, Minnesota (the "City"), acknowledges itself to be indebted and for value received promises to pay to
the Registered Owner specified above or registered assigns, the principal sum of $ on the
maturity date specified above, with interest thereon from the date hereof at the annual rate specified above,
payable February 1 and August 1 in each year, commencing February 1, 2017, to the person in whose name
this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the
immediately preceding month. 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 Bond Trust Services
Corporation, Roseville, Minnesota as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, 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.
The Bonds are not subject to optional redemption prior to maturity.
This Bond is one of an issue in the aggregate principal amount of $1,220,000 all of like original issue
date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution
adopted by the City Council on July 19, 2016 (the "Resolution"), for the purpose of providing money to
refund in advance of maturity on February 1, 2017, a portion of certain general obligation bonds of the City,
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Chapters 429, 469, and 475, specifically Section 475.67, subdivision 13. The interest
hereon is payable through February 1, 2017 out of an escrow fund held by an escrow agent and a debt service
fund. Thereafter, principal and interest are payable in part from special assessments, tax increment revenues
from the City's Tax Increment Financing District No. 1-9 within Development District No. 1, and ad valorem
taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and
the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in
the event of any deficiency in special assessments, tax increment revenues, and ad valorem taxes pledged,
which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are
482576v2 JAE ME230-638
B-1
issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code") relating to disallowance of interest expense for fmancial institutions and within the
$10 million limit allowed by the Code for the calendar year of issue.
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 will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions
and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and
to be performed 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, and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Medina, Hennepin County, Minnesota, by its City Council,
has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City
Clerk and has caused this Bond to be dated as of the date set forth below.
Dated: August 11, 2016
CITY OF MEDINA, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Clerk
482576v2 JAE ME230-638
B-2
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
By
Its Authorized Officer
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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 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:
Signature Guaranteed:
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
any change whatever.
482576v2 JAE ME230-638
B-3
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee
program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or
MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books of
the Registrar in the name of the person last noted below.
Date of Registration
Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
482576v2 JAE ME230-638
B-4
EXHIBIT C
TAX LEVY
YEAR * TAX LEVY
* Year tax levy collected.
2017 $97,103.48
2018 95,213.48
2019 98,573.47
2020 96,578.47
2021 94,583.49
2022 97,838.49
2023 95,738.48
482576v2 JAE ME230-638
C-1
EXHIBIT D
NOTICE OF CALL FOR REDEMPTION
$2,280,000
CITY OF MEDINA, MINNESOTA
GENERAL OBLIGATION BONDS
SERIES 2008A
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Medina, Hennepin
County, Minnesota (the "City"), there have been called for redemption and prepayment on
February 1, 2017
all outstanding bonds of the City designated as General Obligation Bonds, Series 2008A, dated
June 17, 2008, having stated maturity dates of February 1 in the years 2018 through 2024, both inclusive,
totaling $1,220,000 in principal amount, and with the following CUSIP numbers:
Year of Maturity
Amount CUSIP Number
2018 $155,000 584768 LQ6
2019 160,000 584768 LR4
2020 165,000 584768 LS2
2022 355,000 584768 LU7
2024 385,000 584768 LW3
The bonds are being called at a price of par plus accrued interest to February 1, 2017, on which date
all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are
requested to present their bonds for payment at the main office of Bond Trust Services Corporation, 3060
Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2017.
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of
2003, the paying agent is required to withhold a specified percentage of the principal amount of the
redemption price payable to the holder of any bonds subject to redemption and prepayment on the
redemption date, unless the paying agent is provided with the Social Security Number or Federal
Employer Identification Number of the holder, properly certified. Submission of a fully executed Request
for Taxpayer Identification Number and Certification, Form W-9 (Rev. December 2011), will satisfy the
requirements of this paragraph.
Dated:
BY ORDER OF THE CITY COUNCIL
By /s/ Jodi Gallup
City Clerk
City of Medina, Minnesota
482576v2 JAE ME230-638
D-1