HomeMy Public PortalAbout2012-69 Resolution Awarding Sale of Gen Obligation Capital Imp Plan BondsIr
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 in the City Hall in said City on Tuesday, October 2, 2012,
commencing at 7:00 P.M.
The following members were present:
Tom Crosby, Melissa Martinson, Elizabeth Weir, Mike Siitari, 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 Capital Improvement Plan Bonds,
Series 2012A, to be issued in the aggregate principal amount of $6,100,000.
The City Administrator -Clerk presented a tabulation of the proposals that 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 Martinson then introduced the following
resolution and moved its adoption:
Resolution No. 2012-69
October 2, 2012
follows:
RESOLUTION NO. 2012-69
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS,
SERIES 2012A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $6,100,000; FIXING THEIR FORM AND
SPECIFICATIONS; DIRECTING THEIR EXECUTION AND
DELIVERY; AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Medina, Minnesota (the "City"), as
Section 1. Sale of Bonds.
1.01 Authority. It is hereby determined that:
(a) The City is authorized by Minnesota Statutes, Chapter 475, as amended,
specifically Minnesota Statutes, Section 475.521 (the "Act"), to finance certain capital
improvements under an approved capital improvement plan by the issuance of general obligation
bonds of the City payable from ad valorem taxes. Capital improvements include acquisition or
betterment of public lands, buildings or other improvements for the purpose of a city hall, public
safety facility and public works facilities (excluding light rail transit or any activity related to it,
or a park, library, road, bridge, administrative building other than a city hall, or land for any of
those activities).
(b) On October 4, 2011, the City Council held a duly noticed public hearing
regarding the adoption of the "2011-2015 Five -Year Capital Improvement Plan for the City of
Medina" (the "Plan") and the issuance of general obligation bonds in the maximum principal
amount of $6,500,000 thereunder, all in accordance with the Act. On the date thereof, the Plan
was approved by the City Council. The Plan authorizes the issuance of general obligation bonds
to pay the cost of construction of a new public works and police facility in the City (the
"Project").
(c) The City Council has determined that, within 30 days after the public hearing, no
petition for a referendum on the issuance of bonds pursuant to the Plan was received by the City
in accordance with the Act.
(d) It is necessary and expedient to the sound financial management of the affairs of
the City to issue its General Obligation Capital Improvement Plan Bonds, Series 2012A (the
"Bonds"), in the original aggregate principal amount of $6,100,000, pursuant to the Act to
provide financing for the Project.
(e) As required by the Act, the City has determined that: (i) the expected useful life
of the Project to be financed with the Bonds will be at least five years; and (ii) the amount of
principal and interest due in any year on all outstanding bonds issued by the City under the Act,
including the Bonds, will not exceed 0.16 percent of the taxable market value of property in the
City for taxes payable in 2012.
Resolution No. 2012-69 2
October 2, 2012
(f) 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
financial advisor in connection with such sale. The actions of the City staff and the City's
financial 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 Raymond James & Associates,
Inc., Memphis, Tennessee (the "Purchaser"), to purchase the Bonds of the City is hereby found and
determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a
price of $6,148,625.60 (par amount of $6,100,000.00, plus original issue premium of $84,054.90, less
original issue discount of $5,046.80, less underwriter's discount of $30,382.50), plus accrued interest to
date of delivery, if any, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2015 1.500% 2025 2.000%
2016 1.500 2026 2.000
2017 1.500 2027 2.000
2018 1.500 2028 2.125
2019 1.500 2029 2.125
2020 1.500 2030 2.250
2021 1.500 2031 2.375
2022 1.500 2032 2.375
2023 1.750 2033 2.625
2024 1.875 2034 2.750
True interest cost: 2.1252450%
1.03. Purchase Contract. The sum of $109,625.60, being the amount proposed by the Purchaser
in excess of $6,039,000.00, shall be credited to the Debt Service Fund hereinafter created or deposited in
the Construction Fund hereinafter created, as determined by the City's Finance Director in consultation
with the City's financial advisor. The Finance Director is directed to retain 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. The Mayor and City Administrator -Clerk 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 in the total principal amount of $6,100,000, originally dated
November 7, 2012, 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:
Resolution No. 2012-69 3
October 2, 2012
Year
Amount Year Amount
2015 $170,000 2025 $370,000
2016 170,000 2026 380,000
2017 175,000 2027 390,000
2018 175,000 2028 395,000
2019 175,000 2029 405,000
2020 175,000 2030 420,000
2021 180,000 2031 430,000
2022 180,000 2032 440,000
2023 185,000 2033 455,000
2024 365,000 2034 465,000
1.05. Optional Redemption. The City may elect on February 1, 2021, and on any day thereafter to
prepay Bonds due on or after February 1, 2022. 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 7 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, 2013, to the registered owners of record
thereof 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
Resolution No. 2012-69 4
October 2, 2012
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
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 a 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 of 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.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
i Resolution No. 2012-69 5
u
II October 2, 2012
I
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 -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
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 -Clerk and executed on behalf of the City by the signatures of the Mayor and the
City Administrator -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 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 -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 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 as attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Administrator -Clerk is 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 to 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 are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2012A Debt Service Fund (the "Debt Service Fund") hereby created,
and the proceeds of general taxes hereinafter levied (the "Taxes") are hereby pledged to the Debt Service
Fund. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond
Resolution No. 2012-69 6
October 2, 2012
proceeds, if any; and (ii) 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.
4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated for the Project, will be deposited in a separate
construction fund (the "Construction Fund") to be used solely to defray expenses of the Project. When
the Project is completed and the cost thereof paid, the Construction Fund is to be closed and any balance
therein may be deposited in the Debt Service Fund.
4.03. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax uponall 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 Taxes will be credited to the Debt Service Fund above provided and will be in the years and
amounts as attached hereto as EXHIBIT C.
4.04. General Obligation Pledge. If a payment of principal of or interest on the Bonds becomes
due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director is
directed to pay such principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of Taxes when collected.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Taxes will produce at least five percent in excess of
the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy
herein provided is 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 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.
4.06. Certificate of Taxpayer Services Division Manager as to Registration. The City
Administrator -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. Authentication of Transcript.
5.01. 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,
may be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, City Administrator -Clerk, and Finance
Director are 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.
5.03. Other Certificates. The Mayor, City Administrator -Clerk, and Finance Director are
hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required
Resolution No. 2012-69 7
October 2, 2012
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 -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.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to
Kennedy & Graven, Chartered, as Bond Counsel) to KleinBank, Chaska, Minnesota on the closing date
for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. 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.
6.02. 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.
6.03. 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.
6.04. 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 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 2012 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2012 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. 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.
Resolution No. 2012-69 8
October 2, 2012
Section 7. Book -Entry System; Limited Obligation of City.
7.01. 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 of the Bonds as described 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.
7.02. 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 Administrator -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
Administrator -Clerk will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. 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.
7.04. 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
Resolution No. 2012-69 9
October 2, 2012
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.
7.05. 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 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator -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.
8.02. 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 9. 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. 2012-69 10
October 2, 2012
Dated: October 2, 2012.
ATTEST:
Scott T. Johnson, it
Administrator -Clerk
strator-Clerk
C''7)T.M. Crosby, Jr., Malyor
The motion for the adoption of the foregoing resolution was duly seconded by member Weir and upon
vote being taken thereon, the following voted in favor thereof:
Crosby, Martinson, Pederson, Siitari, Weir
And the following voted against same:
None
Whereupon said resolution was declared duly passed and adopted.
Resolution No. 2012-69 11
October 2, 2012
EXHIBIT A
PROPOSALS
Resolution No. 2012-69 A-1
October 2, 2012
i
BID TABULATION
$6,100,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
CITY OF MEDINA, MINNESOTA
SALE: October 2, 2012
AWARD: RAYMOND JAMES & ASSOCIATES, INC.
RATING: Moody's Investors Service, Inc. "Aa2"
NAME OF BIDDER
BBI: 3.67%
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
RAYMOND JAMES & ASSOCIATES, INC.
Memphis, Tennessee
BAI RD
Milwaukee, Wisconsin
EHLERS
IEACERS IH POLK FINANCE
2015 1.500% 0.450% $6,148,625.60 $1,815,610.54 2,1252%
2016 1.500% 0.500%
2017 1.500% 0.600%
2018 1.500% 0.800%
2019 1.500% 1.000%
2020 1.500% 1.250%
2021 1.500% 1.4509'0
2022 1.500% 1.500%
2023 1.750% 1.550%
2024 1.875% 1.650%
2025 2.000% 1.700%
2026 2.000% 1.750%
2027 2.000% 1.800%
2028 2.125% 1.900%
2029 2.125% 2.000%
2030 2.250% 2.150%
2031 2.375% 2.300%
2032 2.375% 2.450%
2033 2625% 2.550%
2034 2750% 2.650%
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2-000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.0000/0
2026 2.000%
2027 2.000%
2028 2.000%
2029 2.150%
2030 2.250%
2031 2.350%
2032 2.450%
2033 2.550%
2034 2.650%
$6,140,997.70 $1,855,260.55 2.1793%
www.ehlers-inc,com
Minnesota phone 651-697-8500 3060 Centre Pointe Drive
Offoes also in Wisconsin and Illinois fax 651.697-8555 Roseville, MN 55113-1122
Resolution No. 2012-69 A-2
October 2, 2012
S6,100,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Page 2
City of Medina, Minnesota
NAME OF BIDDER
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
PIPER JAFFRAY & CO_
Minneapolis, Minnesota
FTN FINANCIAL CAPITAL MARKETS
Memphis, Tennessee
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2_000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.000%
2027 2.000%
2028 2.250%
2029 2.300%
2030 2.375%
2031 2.500%
2032 2.500%
2033 2.500%
2034 2.500%
2015 1.500%
2016 1.500%
2017 1.500%
2018 1.500%
2019 1.500%
202d 1.500%
2021 1.650%
2022 1.650%
2023 1.750%
2024 1.750%
2025 1.800%
2026 2.000%
2027 2.000%
2028 2.250%
2029 2.250%
2030 2.250%
2031 2.500%
2032 2.500%
2033 2_500%
2034 2.500%
$6,152,398.85 $1,874,390.07 2.1998%
$6,039,000.00 $1,915,700.83 2.2687%
Resolution No. 2012-69 A-3
October 2, 2012
$6,100.000 General Obligation Capital Improvement Plan Bonds, Series 2012A Page 3
City of Medina. Minnesota
NAME OF BIDDER
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
STIFEL NICOLAUS
Memphis, Tennessee
JANNEY MONTGOMERY SCOTT LLC
Philadelphia , Pennsylvania
2015 2.000%
2016 2.000%
2017 2,000°%
2018 2.000%
2019 2.000°%
2020 2.000%
2021 2.000%
2022 2.000°%
2023 2.000°%
2024 2.000°%
2025 2.000%
2026 2.000%
2027 2.000°%
2028 2.125°%
2029 2.250%
2030 2.250%
2031 2.500%
2032 2,500°%
2033 2.500%
2034 2.625%
2015 2.000%
2016 2.000°%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000°%
2022 2.000°%
2023 2.000%
2024 2.000%
2025 2.000°%
2026 2.000°%
2027 2.000%
2028 2.100%
2029 2.125%
2030 2.300°%
2031 2.400%
2032 2.500%
2033 3.000%
2034 3.000°%
$6,089,902-35 $1,929,372.17 22781%
$6,120,037.20 $1,968,349.93 2.3122%
I
Resolution No. 2012-69 A-4
October 2, 2012
$6,100,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Page 4
City of Medina, Minnesota
NAME OF BIDDER
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
BOSC, INC_, A SUBSIDIARY OF BOK 2015 2.000%
FINANCIAL CORPORATION 2016 2.000%
Milwaukee, Wisconsin 2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.250%
2026 2.250%
2027 2.250%
2028 2.375%
2029 2.375%
2030 2.375%
2031 2.750%
2032 2.750%
2033 2.750%
2034 2.750%
STERNE AGEE
Birmingham, Alabama
2015 2.000%
2016 2_000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.250%
2023 2.250%
2024 2.375%
2025 2.500%
2026 2_500%
2027 2.625%
2028 2.625%
2029 2.750%
2030 2.750%
2031 3.000%
2032 3.000%
2033 3.250%
2034 3.250%
$6,132,584.60 $2,032,878.33 2.3874%
$6,123,562.80 $2,313,863.30 2.7142%
Resolution No. 2012-69 A-$
October 2, 2012
f rr,
EXHIBIT B
FORM OF BOND
jil No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
SERIES 2012A
Date of
Rate Maturity Original Issue
February 1, 20_ November 7, 2012
Registered Owner: Cede & Co.
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 hereby
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 August 1, 2013,
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 Bond 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, 2021, and on any day thereafter to prepay Bonds due on or after
February 1, 2022. 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 $6,100,000 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 October 2, 2012 (the "Resolution"), for the purpose of
providing money to defray the expenses incurred and to be incurred in making certain capital
improvements, pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Chapter 475, as amended, specifically Section 475.521, and the
principal hereof and interest hereon are payable primarily from ad valorem taxes levied or to be levied, as
set forth in the Resolution to which reference is made for a full statement of rights and powers thereby
Resolution No. 2012-69 B-1
October 2, 2012
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 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 (the "Code") relating to disallowance of interest expense for financial 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 Bond 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 Bond 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 Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar 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 Bond 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 Administrator -Clerk and has caused this Bond to be dated as of the date set forth below.
Dated: November 7, 2012
CITY OF MEDINA, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator -Clerk
Resolution No. 2012-69 B-2
October 2, 2012
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:
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.
Resolution No. 2012-69 B-3
October 2, 2012
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 Bond' 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
Resolution No. 2012-69 B-4
October 2, 2012
EXHIBIT C
TAX LEVY
Tax Levy Calculation For:
City of Medina, Minnesota
$6,100,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
Dated Date: 11/7/2012
Tax Tax Bond
Levy Collect Pay Total
Year Year Year P 8 I
P81
x 105%
Net
Levy
2012 / 2013 / 2014 155,060.83 162,813.87 162,813.87
2013 / 2014 / 2015 295,725.00 310,511.25 310,511.25
2014 / 2015 / 2016 293,175.00 307,833.75 307,833.75
2015 / 2016 / 2017 295,625.00 310,40625 310,40625
2016 / 2017 / 2018 293,000.00 307,650.00 307,650.00
2017 / 2018 / 2019 290,375.00 304,893.75 304,893.75
2018 / 2019 / 2020 287,750.00 302,137.50 302,137.50
2019 / 2020 / 2021 290,125.00 304,631.25 304,631.25
2020 / 2021 / 2022 287,425.00 301,796.25 301,796.25
2021 / 2022 / 2023 289,725.00 304,21125 304,211.25
2022 / 2023 / 2024 466,487.50 489,811.88 489,811.88
2023 / 2024 / 2025 464,643.76 487,875_95 487,875.95
2024 / 2025 / 2026 467,243.76 490,605.95 490,605.95
2025 / 2026 / 2027 469,643.76 493,125.95 493,125.95
2026 / 2027 1 2028 466,843.76 490,185.95 490,185.95
2027 / 2028 / 2029 468,450.00 491,872.50 491,872.50
2028 / 2029 / 2030 474,843.76 498,585.95 498,585,95
2029 / 2030 / 2031 475,393.76 499,163.45 499,163.45
2030 / 2031 / 2032 475,181.26 498,940.32 498,940.32
2031 / 2032 / 2033 479,73126 503,717.82 503,717.82
2032 / 2033 / 2034 477,787.50 501,676.88 501,676.88
Totals 7,964,235.91 8,362,447.71 8,362,447.71
Resolution No. 2012-69 C-1
October 2, 2012
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF MEDINA )
I, the undersigned, being the duly qualified City Administrator -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 October 2, 2012, 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 Capital Improvement Plan Bonds,
Series 2012A, in the original aggregate principal amount of $6,100,000.
WITNESS My hand officially as such City Administrator -Clerk and the corporate seal of the City
this day of , 2012.
City Administrator -Clerk
City of Medina, Minnesota
(SEAL)
Resolution No. 2012-69
October 2, 2012