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HomeMy Public PortalAbout2020-88 Resolution Awarding the sale of GO Refunding Bonds Series 2020AMEDINA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF MEDINA CITY OFFICE 2052 County Road 24, Medina, MN 55340-9790 ADMINISTRATION I PLANNING & ZONING I PUBLIC WORKS p: 763-473.4643 f: 763.473.9359 e: city@ci.medina.mn.us PUBLIC SAFETY p: 763.473.9209 f: 763.473.8858 ) SS. I, the undersigned, being the duly qualified City Clerk of the City of Medina, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on November 17, 2020, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation Refunding Bonds, Series 2020A, in the original aggregate principal amount of $5,720,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this 19th day of November, 2020. Jodi M!Gallup, City Clerk City of Medina, Minnesota A www.medinamn.us Extract 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 by telephone or other electronic means on Tuesday, November 17, 2020, commencing at 7:00 p.m. The teleconference was held in accordance with Minnesota Statutes, Section 13D.021, and pursuant to a declaration made by the Mayor on March 16, 2020. The following members were present: and the following were absent: * * * * * * * * * 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 2020A, to be issued in the original aggregate principal amount of $5,720,000. The City Administrator 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 Martin then introduced the following resolution and moved its adoption: RESOLUTION NO. 2020-88 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $5,720,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; 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. Sale of Bonds. 1.01. Authority. (a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically Section 475.521 (the "CIP Act"), the City issued its General Obligation Capital Improvement Plan Bonds, Series 2012A (the "Prior CIP Bonds"), dated November 7, 2012, in the original aggregate principal amount of $6,100,000, currently outstanding in the principal amount of $5,060,000, of which $4,880,000 in principal amount is subject to prior optional redemption on or after February 1, 2021. The proceeds of the Prior CIP Bonds were used to finance the construction of a new public works and police facility in the City (the "Capital Improvements"). (b) Pursuant to Minnesota Statutes, Chapters 429 and 475, as amended (the "Improvement Act"), the City issued its General Obligation Improvement Bonds, Series 2017A (the "Prior Improvement Bonds"), dated September 7, 2017, in the original aggregate principal amount of $1,210,000, currently outstanding in the principal amount of $1,120,000 and subject to prior optional redemption on or after September 8, 2017. The proceeds of the Prior Improvement Bonds were used to finance assessable public improvements in the City (the "Assessable Improvements"). (c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (d) It is necessary and desirable for the reduction of debt service costs to the City that the City issue its General Obligation Refunding Bonds, Series 2020A (the "Bonds"), in the original aggregate principal amount of $5,720,000, pursuant to the CIP Act and the Improvement Act (together, the "Act"), specifically Section 475.67, subdivision 3, to redeem and prepay the outstanding principal amount of the Prior CIP Bonds on February 1, 2021 (the "Prior CIP Bonds Redemption Date") and the outstanding Prior Improvement Bonds on December 22, 2020 (the "Prior Improvement Bonds Redemption Date"). Resolution No. 2020-88 2 November 17, 2020 (e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent municipal advisor in connection with such sale. The actions of the City staff and municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of FHN Financial Capital Markets, Memphis, Tennessee (the "Purchaser"), to purchase the Bonds is hereby determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $5,970,692.35 (par amount of $5,720,000.00, plus original issue premium of $281,458.00, less underwriter's discount of $30,765.65), plus accrued interest, if any, to date of delivery, for Bonds bearing interest as follows. Year Interest Rate Year Interest Rate 2022 2.000% 2029 2.000% 2023 2.000 2030 2.000 2024 2.000 2031 1.050 2025 2.000 2032 1.150 2026 2.000 2033 1.250 2027 2.000 2034 1.350 2028 2.000 True interest cost: 1.0015224% 1.03. Purchase Contract. The sum of $319,332.35, being the amount proposed by the Purchaser in excess of $5,651,360.00, shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the City's Finance Director in consultation with the City's municipal advisor. The good faith deposit of the Purchaser shall be retained and deposited until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. The Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, specifically Section 475.67, subdivision 3, in the total principal amount of $5,720,000, originally dated December 10, 2020, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2022 $ 250,000 2029 $ 495,000 2023 270,000 2030 515,000 2024 450,000 2031 530,000 2025 460,000 2032 425,000 2026 475,000 2033 435,000 2027 485,000 2034 440,000 2028 490,000 (a) $4,740,000 of the Bonds (the "CIP Refunding Bonds"), maturing in the amounts and on February 1 in the years set forth below, will be used to refund the Prior CIP Bonds, thereby refmancing the Capital Improvements: Resolution No. 2020-88 3 November 17, 2020 Year Amount Year Amount 2022 $ 160,000 2029 $ 395,000 2023 180,000 2030 410,000 2024 360,000 2031 420,000 2025 365,000 2032 425,000 2026 375,000 2033 435,000 2027 385,000 2034 440,000 2028 390,000 (b) The remainder of the Bonds in the amount of $980,000 (the "Improvement Refunding Bonds"), maturing in the amounts and on February 1 in the years set forth below, will be used to refund the Prior Improvement Bonds, thereby refinancing the Assessable Improvements: Year Amount Year Amount 2022 $ 90,000 2027 $ 100,000 2023 90,000 2028 100,000 2024 90,000 2029 100,000 2025 95,000 2030 105,000 2026 100,000 2031 110,000 1.05. Optional Redemption. The City may elect on February 1, 2030, and on any day thereafter to prepay Bonds due on or after February 1, 2031. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 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 August 1, 2021, 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, and will maintain, 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 Resolution No. 2020-88 4 November 17, 2020 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. (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. Resolution No. 2020-88 5 November 17, 2020 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Administrator 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 thirty (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 the City Council, the Finance Director must transmit to the Registrar monies 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 Administrator and executed on behalf of the City by the signatures of the Mayor and the City Administrator, provided that all 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 any 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 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 Administrator 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. Section 3. Form of Bond. 3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Administrator is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and cause the opinion to be printed on or accompany each Bond. Section 4. Payment: Security: Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Refunding Bonds, Series 2020A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall 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. The City will maintain the following accounts in the Debt Service Fund: the "Capital Improvements Account" and the "Assessable Improvements Account." Amounts in the Capital Improvements Account are irrevocably pledged to the CIP Refunding Bonds, and amounts in the Assessable Improvements Account are irrevocably pledged to the Improvement Refunding Bonds. (a) Capital Improvements Account. Proceeds of the ad valorem taxes hereinafter levied for the payment of the CIP Refunding Bonds (the "Taxes") are hereby pledged to the Capital Improvements Account of the Debt Service Fund, and such amounts shall be used to pay the Resolution No. 2020-88 6 November 17, 2020 principal of and interest on the CIP Refunding Bonds. There is also appropriated to the Capital Improvements Account a rounding amount of $115.56 and a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. (b) Assessable Improvements Account. Following the Prior Improvement Bonds Redemption Date, special assessments levied for the Assessable Improvements (the "Special Assessments") are hereby pledged to the Assessable Improvements Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the Improvement Refunding Bonds. There is also appropriated to the Assessable Improvements Account a rounding amount of $345.96 and a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 4.02. Redemption Fund. All proceeds of the Bonds, less the appropriations made in Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the "Redemption Fund") to be used solely to redeem and prepay the Prior CIP Bonds on the Prior CIP Bonds Redemption Date and to redeem and prepay the Prior Improvement Bonds on the Prior Improvement Bonds Redemption Date. Any balance allocated to the Prior CIP Bonds remaining in the Redemption Fund after the redemption of the Prior CIP Bonds on the Prior CIP Bonds Redemption Date shall be deposited in Capital Improvements Account of the Debt Service Fund herein created. Any balance allocated to the Prior Improvement Bonds remaining in the Redemption Fund after the redemption of the Prior Improvement Bonds on the Prior Improvement Bonds Redemption Date shall be deposited in the Assessable Improvements Account. 4.03. Prior Debt Service Funds. (a) The debt service fund heretofore established for the Prior CIP Bonds pursuant to the resolution providing for the issuance and sale of the Prior CIP Bonds (the "Prior CIP Bonds Resolutions") shall be closed following the redemption of the Prior CIP Bonds, and all monies therein shall be transferred to the Capital Improvements Account of the Debt Service Fund herein created. (b) The debt service fund heretofore established for the Prior Improvement Bonds pursuant to the resolution providing for the issuance and sale of the Prior Improvement Bonds (the "Prior Improvement Bonds Resolutions") shall be closed following the redemption of the Prior Improvement Bonds, and all monies therein shall be transferred to the Assessable Improvements Account of the Debt Service Fund herein created. 4.04. Prior Improvement Bonds Resolution Pledges. The pledges and covenants of the City made by the Prior Improvement Bonds Resolution relating to the Special Assessments levied for the Assessable Improvements are restated and confirmed in all respects. The provisions of the Prior Improvement Bonds Resolution are hereby supplemented to the extent necessary to give full effect to the provisions hereof. 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 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 Resolution No. 2020-88 7 November 17, 2020 general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the CIP Refunding Bonds, there is 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. Such Taxes will be credited to the Capital Improvements Account of the Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C. 4.07. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collection of the foregoing Taxes and Special Assessments 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 levy herein provided will be irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the Finance Director may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the "Taxpayer Services Division Manager") the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 4.08. Cancellation of Levy for Prior CIP Bonds. Following the payment in full of all outstanding principal of and interest due on the Prior CIP Bonds on the Prior CIP Bonds Redemption Date, the Finance Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the Prior CIP Bonds Resolution. 4.09. Certification of Taxpayer Services Division Manager as to Registration. The City Administrator is 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 of Prior Bonds; Findings; Redemption of Prior Bonds. 5.01. Purpose of Refunding. On the Prior CIP Bonds Redemption Date, the Prior CIP Bonds will be called for redemption in the principal amount of $4,880,000. On the Prior Improvement Bonds Redemption Date, the Prior Improvement Bonds will be called for redemption in the principal amount of $1,120,000. 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 Prior CIP Bonds and the Prior Improvement Bonds (together, the "Prior Bonds"), is consistent with covenants made with the holders of the Prior Bonds and is necessary and desirable for the reduction of debt service costs to the City. 5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service funds established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Prior Bonds. 5.03. Redemption; Date of Redemption; Notices of Call for Redemption. The Prior CIP Bonds maturing after the Prior CIP Bonds Redemption Date will be redeemed and prepaid on the Prior CIP Bonds Redemption Date. The Prior Improvement Bonds maturing after the Prior Improvement Bonds Redemption Date will be redeemed and prepaid on the Prior Improvement Bonds Redemption Date. The Prior Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as EXHIBITS D-1 and D-2, which terms and conditions are hereby approved and incorporated herein by Resolution No. 2020-88 8 November 17, 2020 reference. The registrars for the Prior Bonds are authorized and directed to send a copy of the respective Notice of Call for Redemption to each registered holder of the Prior Bonds at least thirty (30) days prior to the respective date of redemption. 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 financial 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, will be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Final Official Statement. The Mayor, the City Administrator, and the Finance Director are hereby authorized and directed to certify that they have examined the Final 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 offering materials are a complete and accurate representation of the facts and representations made therein as of the date of the offering materials. 6.03. Other Certificates. The Mayor, the City Administrator, 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 Administrator, 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. Electronic Signatures. The electronic signature of the Mayor, the City Administrator, the City Clerk, and/or the Finance Director to this resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the City thereto. For purposes hereof, (i) "electronic signature" means a manually signed original signature that is then transmitted by electronic means; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a portable document format ("pdf") or other replicating image attached to an electronic mail or internet message. 6.05. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Old National Bank, Chaska, Minnesota, on the closing date for further distribution as directed by the City's municipal advisor, Ehlers and Associates, Inc. Section 7. Tax Covenant. 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 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. Resolution No. 2020-88 9 November 17, 2020 7.02. Rebate. 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. 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. Oualified 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 any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2020 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2020 have been designated for purposes of Section 265(b)(3) of the Code. 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. DTC. 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 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 Resolution No. 2020-88 10 November 17, 2020 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 Administrator 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 Administrator 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 will 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 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 Administrator 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, Resolution No. 2020-88 11 November 17, 2020 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. 2020-88 12 November 17, 2020 Dated: November 17, 2020. A`I` ST Jodi . Gallup, City Clerk Kathleen Martin, Mayor The motion for the adoption of the foregoing resolution was duly seconded by Member Pederson and upon vote being taken thereon, the following voted in favor thereof: Albers, Anderson, DesLauriers, Martin, Pederson and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. Resolution No. 2020-88 13 November 17, 2020 EXHIBIT A PROPOSALS â–ºEHLERS PUBLIC FINANCE ADVISORS BID TABULATION $6,040,000* General Obligation Refunding Bonds, Series 2020A City of Medina, Minnesota SALE: November 17, 2020 AWARD: FHN FINANCIAL CAPITAL MARKETS Rating: Moody's Investor's Service "Aal" Tax Exempt - Bank Qualified NAME OF BIDDER NET TRUE MATURITY REOFFERING INTEREST INTEREST (February 1) RATE YIELD PRICE COST RATE FHN FINANCIAL CAPITAL MARKETS Memphis, Tennessee 2022 2.000% 0.250% 2023 2.000% 0.270% 2024 2.000% 0.300% 2025 2.000% 0.350% 2026 2.000% 0.500% 2027 2.000% 0.600% 2028 2.000% 0.750% 2029 2.000% 0.850% 2030 2.000% 0.950% 2031 1.050% 1.050% 2032 1.150% 1.150% 2033 1.250% 1.250% 2034 1.350% 1.350% BAIRD Milwaukee, Wisconsin NORTHLAND SECURITIES, INC. Minneapolis, Minnesota PIPER SANDLER & CO. Minneapolis, Minnesota BNY MELLON CAPITAL MANAGEMENT Pittsburgh, Pennsylvania * Subsequent to bid opening the issue size was decreased to $5,720,000. Adjusted Price - $5,970,692.35 Adjusted Net Interest Cost - $441,104.41 BUILDING COMMUNITIES. IT'S WHAT WE DO. infoC ehlers-inc.com $6,305,868.75 $454,414.58 0.9952% $6,302.374.30 $457,909.03 1.0032% $6,301,498.35 $464,443.38 1.0174% $6,249,242.75 $464,741.23 1.0241% $7,035,490.35 $572,201.32 1.1646% Adjusted TIC - 1.0015% 1 (COO) 552-1171 © www.ehlers-inc.com A-1 EXHIBIT B FORM OF BOND No. R-_ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF MEDINA GENERAL OBLIGATION REFUNDING BOND SERIES 2020A Date of Rate Maturity Original Issue February 1, 20 December 10, 2020 Registered Owner: Cede & Co. CUSP 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 (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2021, 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 City may elect on February 1, 2030, and on any day thereafter to prepay Bonds due on or after February 1, 2031. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $5,720,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on November 17, 2020 (the "Resolution"), for the purpose of providing money to refund the outstanding principal amount 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 and 475, as amended, including Sections 475.521 and 475.67, subdivision 3. The principal hereof and interest hereon are payable in part from ad valorem B-1 taxes and in part from special assessments, 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 taxes and special assessments pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are 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, relating to disallowance of interest expense for financial institutions. 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, 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 Administrator and has caused this Bond to be dated as of the date set forth below. Dated: December 10, 2020 CITY OF MEDINA, MINNESOTA (Facsimile) (Facsimile) Kathleen Martin, Mayor Scott Johnson, City Administrator B-2 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION By Authorized Representative 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: 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. Signature Guaranteed: 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 B-4 EXHIBIT C TAX LEVY SCHEDULE FOR CIP REFUNDING BONDS City of Medina, MN $5,720,000 General Obligation Refunding Bonds, Series 2020A $4,740,000 Series 2012A Refunding Portion Dated Date: 12/10/2020 Call Date: 2/1/2030 Tax Tax Bond Levy Collect Pay Funds Year Year Year Total P & I Available (1) P & I 0 105% Net Levy 2020 / 2021 / 2022 252,560.63 (115.56) 265,067.32 265,067.32 2021 / 2022 / 2023 257,875.00 270,768.75 270,768.75 2022 / 2023 / 2024 434,275.00 455,988.75 455,988.75 2023 / 2024 / 2025 432,075.00 453,678.75 453,678.75 2024 / 2025 / 2026 434,775.00 456,513.75 456,513.75 2025 / 2026 1 2027 437,275.00 459,138.75 459,138.75 2026 J 2027 / 2028 434,575.00 456,303.75 456,303.75 2027 / 2028 / 2029 431,775.00 453,36335 453,363.75 2028 / 2029 / 2030 438,875.00 460,818.75 460,818.75 2029 / 2030 / 2031 440,675.00 462,708.75 462,708.75 2030 / 2031 / 2032 441,265.00 463,328.25 463,328.25 2031 / 2032 / 2033 446,37730 468,69638 468,696.38 2032 / 2033 / 2034 445,940.00 468,237.00 468,237.00 Totals 5,328,318.13 [115.561 5,594,612.70 5,594,612.70 (1) The following funds are available to pay a portion of the interest payment due 08/01/2021 Deposit to Debt Service Fund 115.56 (Rounding): Notes: Original tax levies for collection years 2021 through 2033 on the Series 2012A Bonds will be cancelled. C-1 EXHIBIT D-1 NOTICE OF CALL FOR REDEMPTION FOR PRIOR CIP BONDS $6,100,000 CITY OF MEDINA, MINNESOTA GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS SERIES 2012A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Medina, Minnesota (the "City"), there have been called for redemption and prepayment on February 1, 2021 all outstanding bonds of the City designated as General Obligation Capital Improvement Plan Bonds, Series 2012A, dated November 7, 2012, having stated maturity dates of February 1 in the years 2022 through 2034, both inclusive, totaling $4,880,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2022 $180,000 584768 NA9 2023 185,000 584768 NB7 2024 365,000 584768 NC5 2025 370,000 584768 ND3 2026 380,000 584768 NEl 2027 390,000 584768 NF8 2028 395,000 584768 NG6 2029 405,000 584768 NH4 2030 420,000 584768 NJO 2031 430,000 584768 NK7 2032 440,000 584768 NL5 2033 455,000 584768 NM3 2034 465,000 584768 NN1 The bonds are being called at a price of par plus accrued interest to February 1, 2021, 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, 2021. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City 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 City 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, will satisfy the requirements of this paragraph. D-1-1 Dated: November 17, 2020. BY ORDER OF THE CITY COUNCIL OF THE CITY OF MEDINA, MINNESOTA By: /s/ Scott Johnson City Administrator City of Medina, Minnesota D-1-2 EXHIBIT D-2 NOTICE OF CALL FOR REDEMPTION FOR PRIOR IMPROVEMENT BONDS $1,210,000 CITY OF MEDINA, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS SERIES 2017A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Medina, Minnesota (the "City"), there have been called for redemption and prepayment on December 22, 2020 all outstanding bonds of the City designated as General Obligation Improvement Bonds, Series 2017A, dated September 7, 2017, having stated maturity dates of February 1 in the years 2021 through 2031, both inclusive, totaling $1,120,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2021 $ 95,000 584768 QE8 2023 190,000 584768 QG3 2025 195,000 584768 QJ7 2027 205,000 584768 QL2 2029 310,000 584768 QN8 2031 225,000 584768 QQ1 The bonds are being called at a price of par plus accrued interest to February 1, 2021, 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 December 22, 2020. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City 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 City 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, will satisfy the requirements of this paragraph. Dated: November 17, 2020. BY ORDER OF '1'1W CITY COUNCIL OF THE CITY OF MEDINA, MINNESOTA By: /s/ Scott Johnson City Administrator City of Medina, Minnesota D-2-1