Res 2016-23 Providing for Issuance and Sale of GO Bonds
RESOLUTION NO. 2016 - 23
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$5,995,000 GENERAL OBLIGATION BONDS, SERIES 2016A
AND PLEDGING FOR THE SECURITY THEREOF
WATER SYSTEM NET REVENUES
A.WHEREAS, the City Council of the City of Fridley, Minnesota (the "City"),
hereby determines and declares that it is necessary and expedient to provide moneys for (i) a
crossover refunding of the City's $3,725,000 original principal amount of General Obligation
Water Revenue Bonds, Series 2008B, dated August 26, 2008 (the "Prior Bonds"), and (ii)
construction of water system improvements (the "Water System Improvements"); and
B.WHEREAS, (i) $1,700,000 principal amount of the Prior Bonds which mature on
and after February 1, 2018, is callable on February 1, 2017 (the "Refunded Bonds"), at a price of
par plus accrued interest, as provided in the resolution adopted on July 28, 2008, authorizing the
issuance of the Prior Bonds (the "Prior Resolution"); and
C.WHEREAS, the crossover refunding of the Refunded Bonds is consistent with
covenants made with the holders thereof, and is necessary and desirable for the reduction of debt
service cost to the City; and
D.WHEREAS, the City owns and operates a municipal water system (the "Water
System"), a municipal sanitary sewer system (the "Sanitary Sewer System") and a municipal
storm sewer system (the "Storm Sewer System"), each as separate revenue producing public
utilities (collectively, the "System"); and
E.WHEREAS, the net revenues of the Water System are pledged to the payment of
the City's outstanding (i) $1,790,000 original principal amount of General Obligation Water
Revenue Bonds, Series 2004A, dated March 23, 2004; and (ii) $3,725,000 original principal
amount of General Obligation Water Revenue Bonds, Series 2008B, dated August 26, 2008;
(together, the "Outstanding Water Bonds"); and
F.WHEREAS, the net revenues of the System are pledged to the payment of the
City's outstanding $2,810,000 original principal amount of General Obligation Utility Revenue
Bonds, Series 2010A, dated August 4, 2010; (the "Outstanding Utility Bonds"); and
G.WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to issue $5,995,000 General Obligation Water Revenue Bonds, Series
2016A (the "Bonds" or individually, a "Bond"), (i) pursuant to Minnesota Statutes, Chapter 475
to provide moneys for a crossover refunding of the Refunded Bonds and (ii) pursuant to
Minnesota Statutes, Chapter 444 to provide moneys for construction of the Water System
Improvements; and
H.WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
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Resolution No. 2016-23 Page 2
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Ehlers; and
I.WHEREAS, the proposals set forth in Exhibit A attached hereto were received by
the Finance Director, or designee, at the office of Ehlers at 12:00 p.m. (Noon) on the date hereof
pursuant to the Preliminary Official Statement, dated April 28, 2016, established for the Bonds;
and
J.WHEREAS, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley,
Minnesota, as follows:
1.Acceptance of Proposal. The proposal of Baird, Milwaukee, Wisconsin (the
"Purchaser"), to purchase the Bonds, in accordance with the Preliminary Official Statement
established for the Bonds, at the rates of interest hereinafter set forth, and to pay therefor the sum
of $6,140,812.64, plus interest accrued to settlement, is hereby found, determined and declared
to be the most favorable proposal received, is hereby accepted and the Bonds are hereby awarded
to the Purchaser. The Finance Director is directed to retain the deposit of the Purchaser and to
forthwith return to the unsuccessful bidders their good faith checks or drafts.
2.Bond Terms.
(a)Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall dated June 2, 2016, as the date of original issue, shall be issued forthwith on or after such
date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000
each or in any integral multiple thereof of a single maturity (the "Authorized Denominations")
and shall mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2017 $275,000 2025 $290,000
2018 515,000 2026 295,000
2019 530,000 2027 300,000
2020 540,000 2028 310,000
2021 555,000 2029 315,000
2022 565,000 2030 320,000
2023 575,000 2031 325,000
2024 285,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
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Resolution No. 2016-23 Page 3
(b)Allocation. The aggregate principal amount of $4,315,000 maturing in each of
the years and amounts hereinafter set forth are issued to finance the Water System Improvements
(the "Water System Improvements Portion"); and the aggregate principal amount of $1,680,000
maturing in each of the years and amounts hereinafter set forth are issued to finance the
refunding of the Refunded Bonds (the "Refunding Portion"):
Water System
Refunding Portion Improvements
Year (Amount) Portion (Amount) Total Amount
2017 $275,000 $275,000
2018 $265,000 250,000 515,000
2019 270,000 260,000 530,000
2020 275,000 265,000 540,000
2021 285,000 270,000 555,000
2022 290,000 275,000 565,000
2023 295,000 280,000 575,000
2024 285,000 285,000
2025 290,000 290,000
2026 295,000 295,000
2027 300,000 300,000
2028 310,000 310,000
2029 315,000 315,000
2030 320,000 320,000
2031 325,000 325,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particular portion of debt
service) as provided in this paragraph. If the source of prepayment moneys is Water Revenues
or the general fund of the City, or other generally available source, the prepayment may be
allocated to any portion of debt service in such amounts as the City shall determine.
(c)Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i)The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
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(ii)Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii)With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv)The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v)Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi)So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
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Resolution No. 2016-23 Page 5
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii)All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii)In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
fifteen calendar days in advance of such special record date to the extent possible.
(ix)Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x)In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(d)Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i)The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii)Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
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Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii)Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(e)Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3.Purpose; Refunding Findings. The Bonds shall provide funds (i) to finance the
Water System Improvements, and (ii) for a crossover refunding of the Refunded Bonds (the
"Refunding"). The Water System Improvements and the Refunding collectively are herein
referred to together as "the Project." The total cost of the Project, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. It is hereby found, determined and declared that the Refunding is pursuant to
Minnesota Statutes, Section 475.67, Subdivision 13, and as of the crossover date of the Bonds,
shall result in a reduction of the present value of the dollar amount of the City’s debt service of
$147,594.74 or 8.044%, computed in accordance with the provisions of Minnesota Statutes,
Section 475.67, Subdivision 12, and accordingly the dollar amount of such present value of the
debt service for the Refunding Portion of the Bonds is lower by at least three percent than the
dollar amount of such present value of the debt service for the Prior Bonds as required in
Minnesota Statutes, Section 475.67, Subdivision 12.
4.Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 2017,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2017 2.00% 2025 2.00%
2018 2.00% 2026 2.00%
2019 2.00% 2027 2.00%
2020 2.00% 2028 2.00%
2021 2.00% 2029 2.00%
2022 2.00% 2030 2.00%
2023 2.00% 2031 2.25%
2024 2.00%
5.Redemption. All Bonds maturing on February 1, 2026 and thereafter, shall be
subject to redemption and prepayment at the option of the City on February 1, 2025, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
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Resolution No. 2016-23 Page 7
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds not more than sixty (60) days
and not fewer than thirty (30) days prior to the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6.Bond Registrar. Bond Trust Services Corporation, in Roseville, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
7.Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
ANOKA COUNTY
CITY OF FRIDLEY
R-_________ $_________
GENERAL OBLIGATION WATER REVENUE BOND, SERIES 2016A
Interest Rate Maturity Date Date of Original Issue CUSIP
February 1, June 2, 2016
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Fridley, Anoka County, Minnesota (the "Issuer"), certifies that it is indebted
and for value received promises to pay to the registered owner specified above, or registered
assigns, unless called for earlier redemption, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above, and to pay interest thereon
semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing February 1, 2017, at the rate per annum specified above (calculated on the basis of
a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from the date of original issue hereof. The principal of
and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of Bond Trust Services Corporation, in Roseville, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be
payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of principal of,
premium, if any, and interest on this Bond and notice with respect thereto shall be made as
provided in the Letter of Representations, as defined in the Resolution, and surrender of this
Bond shall not be required for payment of the redemption price upon a partial redemption of this
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Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1,
2026, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2025, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected registered holder of the Bonds
not more than sixty (60) days and not fewer than thirty (30) days prior to the date fixed for
redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $5,995,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, issued pursuant to and in full conformity with the Charter of the
Issuer, Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on May 9, 2016 (the "Resolution"), for the purpose of providing funds
sufficient for a crossover refunding on February 1, 2017, of the Issuer's General Obligation
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Water Revenue Bonds, Series 2008B, dated August 26, 2008, which mature on and after
February 1, 2018 and to finance improvements to the City's municipal water system (the "Water
System"). This Bond is payable out of the Escrow Account and the Debt Service Account. This
Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and
full payment of its principal, premium, if any, and interest when the same become due, the full
faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither
the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax-Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law; that the
Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect
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charges for the service, use and availability of the Water System at the times and in amounts
necessary to produce net revenues, together with other sums pledged to the payment of the
Bonds, adequate to pay all principal and interest when due on the Bonds; and that the Issuer will
levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer,
without limitation as to rate or amount, for the years and in amounts sufficient to pay the
principal and interest on the Bonds of this issue as they respectively become due, if the net
revenues from the Water System, and any other sums irrevocably appropriated to the Debt
Service Account are insufficient therefor; and that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to
the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Fridley, Anoka County, Minnesota, by its City
Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: BOND TRUST SERVICES
CORPORATION
June 2, 2016.
Payable at: BOND TRUST SERVICES
CORPORATION
BOND REGISTRAR'S
CERTIFICATE OF
CITY OF FRIDLEY,
AUTHENTICATION
ANOKA COUNTY, MINNESOTA
This Bond is one of the Bonds
described in the Resolution
mentioned within.
/s/ Facsimile
Mayor
Bond Trust Services Corporation
Roseville, Minnesota
Bond Registrar
/s/ Facsimile
By____________________
Manager
Authorized Signature
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - _____________ as custodian for _____________
(Cust) (Minor)
under the _____________________ Uniform Transfers to Minors Act
(State)
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 does hereby irrevocably constitute and appoint ________ attorney to transfer
the Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated:__________ _____________________________________________________
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
___________________________
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address: ________________________________________
________________________________________
________________________________________
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8.Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9.Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of
June 2, 2016. The Certificate of Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this resolution.
10.Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Finance Director is hereby
authorized to negotiate and execute the terms of said agreement.
11.Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12.Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date"). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the
Special Record Date.
13.Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14.Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15.Fund and Accounts. For the convenience and proper administration of the
moneys to be borrowed and repaid on the Bonds, and to make adequate and specific security to
the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund
to be designated the "General Obligation Water Revenue Bonds, Series 2016A Fund" (the
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"Fund") to be administered and maintained by the Finance Director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the City.
The Fund shall be maintained in the manner herein specified until the Bonds and the interest
thereon shall have been fully paid. The Operation and Maintenance Account heretofore
established by the City for the Water System shall continue to be maintained in the manner
heretofore provided by the City. All moneys remaining after paying or providing for the items
set forth in the resolution establishing the Operation and Maintenance Account shall constitute
and are referred to as "net revenues" until the Bonds and the Outstanding Bonds have been paid.
The Finance Director and all officials and employees concerned therewith shall establish and
maintain financial records of the receipts and disbursements of the Water System in accordance
with this resolution. In such records there shall be established and maintained the following
separate accounts, for the purposes as follows.
(a)Construction Account. To the Construction Account there shall be credited
$4,355,000 of the proceeds of the sale of the Water System Improvements Portion of the Bonds
less any amounts paid for the Bonds in excess of the minimum bid. From the Construction
Account there shall be paid all costs and expenses of the Project, including the cost of any
construction contracts heretofore let and all other costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65. Any balance remaining in the Construction
Account after completion of the Project shall be transferred to the Debt Service Account.
(b)Escrow Account. The Escrow Account shall be maintained as an escrow account
with U.S. Bank National Association (the "Escrow Agent"), in St. Paul, Minnesota, which is a
suitable financial institution within or without the State. $1,717,713.56 in proceeds of the sale of
the Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to
pay costs of issuing the Bonds. Proceeds of the Refunding Portion of the Bonds, less proceeds
used to pay costs of issuance and any proceeds returned to the City, are hereby irrevocably
pledged and appropriated to the Escrow Account, together with all investment earnings thereon.
The Escrow Account shall be invested in securities maturing or callable at the option of the
holder on such dates and bearing interest at such rates as shall be required to provide sufficient
funds, together with any cash or other funds retained in the Escrow Account, (i) to pay when due
the interest to accrue on the Refunding Portion of the Bonds to and including February 1, 2017;
and (ii) to pay when called for redemption on February 1, 2017, the principal amount of the
Refunded Bonds. The Escrow Account shall be irrevocably appropriated to the payment of (i)
all interest on the Bonds to and including February 1, 2017, and (ii) the principal of the Refunded
Bonds due by reason of their call for redemption on February 1, 2017. The moneys in the
Escrow Account shall be used solely for the purposes herein set forth and for no other purpose,
except that any surplus in the Escrow Account may be remitted to the City, all in accordance
with an agreement (the "Escrow Agreement"), by and between the City and Escrow Agent, a
form of which is on file in the office of the Manager. Any moneys remitted to the City pursuant
to the Escrow Agreement shall be deposited in the Debt Service Account.
(c)Debt Service Account. There are hereby irrevocably appropriated and pledged to,
and there shall be credited to the Debt Service Account (1) the net revenues of the Water System
not otherwise pledged and applied to the payment of other obligations of the City, in an amount,
together with other funds which may herein or hereafter from time to time be irrevocably
appropriated to the account sufficient to meet the requirements of Minnesota Statutes, Section
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475.61 for the payment of the principal and interest of the Bonds; (2) any collections of all taxes
which may hereafter be levied in the event the net revenues of the Water System herein pledged
to the payment of the principal and interest on the Bonds are insufficient therefor; (3) any
balance remitted to the City pursuant to the Escrow Agreement; (4) any funds remaining after the
crossover date in the Debt Service Account established by the Prior Resolution; (5) all
investment earnings on funds in the Debt Service Account; and (6) any and all other moneys
which are properly available and are appropriated by the governing body of the City to the Debt
Service Account. The amount of any surplus remaining in the Debt Service Account when the
Bonds and interest thereon are paid shall be used consistent with the Minnesota Statutes, Section
475.61, Subdivision 4.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (a) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued, and (b) in addition to the above, in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Fund (or any
other City account which will be used to pay principal and interest to become due on the Bonds)
in excess of amounts which under the applicable federal arbitrage regulations may be invested
without regard as to yield shall not be invested in excess of the applicable yield restrictions
imposed by the arbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
16.Pledge of Net Revenues; Coverage Test. It is hereby found, determined and
declared that the net revenues of the Water System are sufficient in an amount to pay when due
the principal and interest on the Bonds and on the Outstanding Water Bonds and a sum at least
five percent in excess thereof. The net revenues of the System are sufficient in amount to pay
when due the principal of and interest on the Outstanding Utility Bonds and a sum at least five
percent in excess thereof, and the net revenues of the Water System are hereby pledged on a
parity lien with the Outstanding Utility Bonds and the Outstanding Water Bonds and shall be
applied for that purpose, but solely to the extent required to meet, together with other pledged
sums, the principal and interest requirements of the Bonds.
Nothing contained herein shall be deemed to preclude the City from making further
pledges and appropriations of the Water System net revenues for the payment of other or
additional obligations of the City, provided that it has first been determined by the City Council
that the estimated Water System net revenues will be sufficient for the payment of the Bonds and
such additional obligations and any such pledge and appropriation of the Water System net
revenues may be made superior or subordinate to, or on a parity with the pledge and
appropriation herein.
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17.Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the Water System
at the times and in the amounts required to produce Water System net revenues adequate to pay
the principal and interest when due on the Bonds. Minnesota Statutes, Section 444.075,
Subdivision 2, provides as follows: "Real estate tax revenues should be used only, and then on a
temporary basis, to pay general or special obligations when the other revenues are insufficient to
meet the obligations."
18.Excess Net Revenues. Water System net revenues in excess of those required for
the foregoing may be used for any proper purpose.
19.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 shall be and are hereby irrevocably pledged. If the Water System net
revenues pledged to the payment of the principal and interest on the Bonds, together with other
funds irrevocably appropriated to the Escrow Account or the Debt Service Account, shall at any
time be insufficient to pay the principal and interest when due, the City covenants and agrees to
levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the
City sufficient to pay such principal and interest as it becomes due. If the balance in the Escrow
Account or the Debt Service Account is ever insufficient to pay all principal and interest then
due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other
accounts of the City which are available for such purpose, and such other funds may be
reimbursed without interest from the Escrow Account or the Debt Service Account when a
sufficient balance is available therein.
20.Securities; Escrow Agent. Securities purchased from moneys in the Escrow
Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67,
Subdivision 8, and any amendments or supplements thereto. Securities purchased from the
Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City
Council has investigated the facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
21.Escrow Agreement. On or prior to the delivery of the Bonds the Mayor, Manager
and Finance Director shall, and are hereby authorized and directed to, execute on behalf of the
City the Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made
a part of this resolution, and the City covenants that it will promptly enforce all provisions
thereof in the event of default thereunder by the Escrow Agent.
22.Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent for
the City, is hereby authorized and directed to purchase on behalf of the City and in its name the
appropriate United States Treasury Securities, State and Local Government Series and/or open
market securities as provided in paragraph 20, from the proceeds of the Bonds and, to the extent
necessary, other available funds, all in accordance with the provisions of this resolution and the
Escrow Agreement and to execute all such documents (including the appropriate subscription
form) required to effect such purchase in accordance with the applicable U.S. Treasury
Regulations.
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23.Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in
accordance with the terms and conditions set forth in the Notice of Call for Redemption, in the
forms attached to the Escrow Agreement, which terms and conditions are hereby approved and
incorporated herein by reference. The Notice of Call for Redemption shall be given pursuant to
the Escrow Agreement.
24.Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
25.Supplemental Resolution. The Prior Resolution are hereby supplemented to the
extent necessary to give effect to the provisions of this resolution.
26.Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also at any time discharge its obligations with respect to any Bonds,
subject to the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a suitable banking institution qualified by law as an
escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such rates and maturing on such
dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to
become due thereon to maturity or, if notice of redemption as herein required has been duly
provided for, to such earlier redemption date.
27.Certificate of Registration. A certified copy of this resolution is hereby directed
to be filed with the County Auditor of Anoka County, Minnesota, together with such other
information as the County Auditor shall require, and to obtain the County Auditor's Certificate
that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy
required by law has been made.
28.Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
29.Negative Covenant as to Use of Proceeds and Project. The City hereby covenants
not to use the proceeds of the Bonds or to use the Project financed by the Prior Bonds, or to
cause or permit them to be used, or to enter into any deferred payment arrangements for the cost
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of the Project, 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.
30.Tax-Exempt Status of the Bonds; Rebate - Refunding Portion of the Bonds; Water
System Improvements Portion of the Bonds.
(a)Refunding Portion of the Bonds. The City is subject to the rebate requirement
imposed by Section 148(f) of the Code because the Refunded Bonds did not qualify for the small
issuer exemption from rebate, as provided in Section 148(f)(4)(D) of the Code and Section
1.148-8 of the Regulations and no exceptions are available.
(b)Water System Improvements Portion of the Bonds. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(a) requirements relating to temporary periods for investments, (b) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (c) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 18-month expenditure exemption
for gross proceeds of the Water System Improvements Portion of the Bonds as provided in
Section 1.148-7(d)(1) of the Regulations.
If any elections are available now or hereafter with respect to arbitrage or rebate matters
relating to the Bonds, the Mayor, the Manager, or either of them, are hereby authorized and
directed to make such elections as they deem necessary, appropriate or desirable in connection
with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of
the City.
31.Designation of 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 hereby makes the following factual statements and representations:
(a)the Bonds are issued after August 7, 1986;
(b)the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c)the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d)the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2016 will
not exceed $10,000,000;
(e)not more than $10,000,000 of obligations issued by the City during this calendar
year 2016 have been designated for purposes of Section 265(b)(3) of the Code; and
(f)the aggregate face amount of the Bonds does not exceed $10,000,000.
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The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
32.Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a)Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b)Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c)Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(d)The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
33.Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Ehlers is hereby approved and the officers of the City are authorized in connection
with the delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
34.Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,
Minnesota, on the closing date for further distribution as directed by Ehlers.
35.Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
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36.Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS
9TH DAY OF MAY 2016.
__________________________
Scott J. Lund, Mayor
ATTEST:
__________________________
Debra A. Skogen, City Clerk
.
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7664029v1
Exhibit A
Bid Tabulation
May 9, 2016
Sale Day Report for
City of Fridley, Minnesota
$5,995,000 General Obligation Water Revenue
Bonds, Series 2016A
Prepared by:
Shelly Eldridge
Senior Municipal Advisor
and
Brian Reilly
Senior Municipal Advisor
Sale Day Report – May 9, 2016
City of Fridley, Minnesota
$5,995,000 General Obligation Water Revenue Bonds, Series 2016A
Purpose:
To finance water system improvements within the City and to advance
crossover refund the City’s outstanding 2008B Bonds.
Rating: Moody's Investor's Service "Aa1"
Number of Bids:
6
Low Bidder:
Baird, Milwaukee, Wisconsin
Comparison from Low Bid High Bid Interest Difference
Lowest to Highest Bid:
1.6451% 1.8048% $78,230
(TIC as bid)
Summary of Results: Results of Sale
Principal Amount*: $5,995,000
Underwriter’s Discount: $27,797
Reoffering Premium: $173,610
True Interest Cost: 1.6471%
Costs of Issuance: $66,539
Yield: 0.60% - 2.10%
Future Value Savings: $156,890
Present Value Savings: $147,595
Savings Percentage: 8.044%
Total Net P&I $6,837,715
Notes:
*The size of the bond issue was reduced from the projected amount
due to a reduction in underwriter’s discount, a premium bid and lower
cost of issuance.
Closing Date:
June 2, 2016
City Council Action:
Resolution authorizing issuance, awarding the sale, prescribing the
form and details and providing for the payment of $5,995,000 General
Obligation Water Revenue Bonds, Series 2016A.
Attachments:
Bid Tabulation
Sources and Uses of Funds
Updated Debt Service Schedules
Bond Resolution (Distributed in City Council Packets)
Sale Day Report
City of Fridley, Minnesota
$5,995,000 General Obligation Water Revenue Bonds, Series 2016A May 9, 2016
BID TABULATION
$6,210,000* General Obligation Water Revenue Bonds, Series 2016A
City of Fridley, Minnesota
SALE:
May 9, 2016
AWARD:
BAIRD
Rating: BBI:
Moody's Investor's Service "Aa1" 3.32%
Bank Qualified
NETTRUE
MATURITYREOFFERINGINTERESTINTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
BAIRD $6,360,724.00 $715,612.01 1.6451%
Milwaukee, Wisconsin
2017 2.000% 0.600%
C.L. King & Associates WMBE
2018 2.000% 0.750%
Cronin & Co., Inc.
2019 2.000% 0.850%
Vining-Sparks IBG,Limited Partnership
2020 2.000% 1.000%
Edward Jones
2021 2.000% 1.100%
SAMCO Capital Markets
2022 2.000% 1.200%
Coastal Securities, Inc.
2023 2.000% 1.300%
WNJ Capital
2024 2.000% 1.400%
Crews & Associates, Inc.
2025 2.000% 1.500%
Davenport & Co. L.L.C.
2026 2.000% 1.600%
Duncan-Williams, Inc.
2027 2.000% 1.700%
Ross, Sinclaire & Associates, LLC
2028 2.000% 1.800%
Dougherty & Company, LLC
2029 2.000% 1.900%
Loop Capital Markets
2030 2.000% 2.000%
Country Club Bank
2031 2.250% 2.100%
Oppenheimer & Co.
SumRidge Partners
R. Seelaus & Company., Inc.
Sierra Pacific Securities
Isaak Bond Investments, Inc
Alamo Capital
IFS Securities
Rafferty Capital Markets
First Empire Securities
UMB Bank,N.A.
W.H. Mell Associates
Wayne Hummer & Co.
*
Subsequent to bid opening the issue size was decreased to $5,995,000.
Adjusted Price - $6,140,812.64 Adjusted Net Interest Cost - $696,902.05 Adjusted TIC - 1.6471%
NETTRUE
MATURITYREOFFERINGINTERESTINTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL $6,389,469.97 $720,550.86 1.6483%
MARKETS
Memphis, Tennessee 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 2.000%
2029 2.250%
2030 2.250%
2031 2.500%
PIPER JAFFRAY & CO. $6,503,818.30 $724,739.51 1.6498%
Minneapolis, Minnesota 2017 2.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 2.000%
2024 3.000%
2025 3.000%
2026 2.000%
2027 2.000%
2028 2.000%
2029 2.000%
2030 2.000%
2031 2.250%
STIFEL, NICOLAUS $6,521,210.30 $733,868.00 1.6651%
Birmingham, Alabama 2017 2.000%
2018 2.000%
2019 2.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 2.000%
2027 2.000%
2028 2.000%
2029 2.000%
2030 2.250%
2031 2.250%
Bid Tabulation May 9, 2016
City of Fridley, Minnesota
$6,210,000* General Obligation Water Revenue Bonds, Series 2016A Page 2
NETTRUE
MATURITYREOFFERINGINTERESTINTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
RAYMOND JAMES & $6,335,313.65 $741,022.36 1.7085%
ASSOCIATES, INC.
Memphis, Tennessee 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 2.000%
2029 2.000%
2030 2.000%
2031 2.250%
NORTHLAND SECURITIES, INC. $6,510,817.40 $793,842.25 1.8048%
Minneapolis, Minnesota 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 2.000%
2027 2.000%
2028 2.000%
2029 2.000%
2030 2.500%
2031 2.500%
Bid Tabulation May 9, 2016
City of Fridley, Minnesota
$6,210,000* General Obligation Water Revenue Bonds, Series 2016A Page 3
City of Fridley, Minnesota
$5,995,000 General Obligation Water Revenue Bonds, Series 2016A
Issue Summary
Total Issue Sources And Uses
Dated 06/02/2016 | Delivered 06/02/2016
Water
Revenue
(New Money) Xover Ref Issue
Portion2008BSummary
Sources Of Funds
Par Amount of Bonds$4,315,000.00$1,680,000.00$5,995,000.00
Reoffering Premium112,690.1560,919.35173,609.50
Total Sources $4,427,690.15$1,740,919.35$6,168,609.50
Uses Of Funds
Total Underwriter's Discount (0.464%)20,007.257,789.6127,796.86
Costs of Issuance51,122.8215,416.1866,539.00
Deposit to Project Construction Fund4,355,000.00-4,355,000.00
Deposit to Crossover Escrow Fund-1,717,713.561,717,713.56
Rounding (Deposit to Project Fund)1,560.08-1,560.08
Total Uses $4,427,690.15$1,740,919.35$6,168,609.50
Series 2016A GO Ref Bonds | Issue Summary | 5/ 9/2016 | 12:32 PM
City of Fridley, Minnesota
$5,995,000 General Obligation Water Revenue Bonds, Series 2016A
Issue Summary
Debt Service Schedule
DatePrincipalCouponInterestTotal P+IFiscal Total
06/02/2016-----
02/01/2017275,000.002.000%80,139.69355,139.69355,139.69
08/01/2017--57,606.2557,606.25-
02/01/2018515,000.002.000%57,606.25572,606.25630,212.50
08/01/2018--52,456.2552,456.25-
02/01/2019530,000.002.000%52,456.25582,456.25634,912.50
08/01/2019--47,156.2547,156.25-
02/01/2020540,000.002.000%47,156.25587,156.25634,312.50
08/01/2020--41,756.2541,756.25-
02/01/2021555,000.002.000%41,756.25596,756.25638,512.50
08/01/2021--36,206.2536,206.25-
02/01/2022565,000.002.000%36,206.25601,206.25637,412.50
08/01/2022--30,556.2530,556.25-
02/01/2023575,000.002.000%30,556.25605,556.25636,112.50
08/01/2023--24,806.2524,806.25-
02/01/2024285,000.002.000%24,806.25309,806.25334,612.50
08/01/2024--21,956.2521,956.25-
02/01/2025290,000.002.000%21,956.25311,956.25333,912.50
08/01/2025--19,056.2519,056.25-
02/01/2026295,000.002.000%19,056.25314,056.25333,112.50
08/01/2026--16,106.2516,106.25-
02/01/2027300,000.002.000%16,106.25316,106.25332,212.50
08/01/2027--13,106.2513,106.25-
02/01/2028310,000.002.000%13,106.25323,106.25336,212.50
08/01/2028--10,006.2510,006.25-
02/01/2029315,000.002.000%10,006.25325,006.25335,012.50
08/01/2029--6,856.256,856.25-
02/01/2030320,000.002.000%6,856.25326,856.25333,712.50
08/01/2030--3,656.253,656.25-
02/01/2031325,000.002.250%3,656.25328,656.25332,312.50
Total$5,995,000.00-$842,714.69$6,837,714.69-
Yield Statistics
Bond Year Dollars$41,540.01
Average Life6.929 Years
Average Coupon2.0286818%
Net Interest Cost (NIC)1.6776645%
True Interest Cost (TIC)1.6471021%
Bond Yield for Arbitrage Purposes1.5677733%
All Inclusive Cost (AIC)1.8187347%
IRS Form 8038
Net Interest Cost1.5706651%
Weighted Average Maturity6.906 Years
Series 2016A GO Ref Bonds | Issue Summary | 5/ 9/2016 | 12:32 PM
City of Fridley, Minnesota
$1,680,000 General Obligation Water Revenue Bonds, Series 2016A
Xover Ref 2008B
Debt Service Comparison
DateTotal P+IPCFExisting D/SNet New D/SOld Net D/SSavings
02/01/201722,306.67(1,722,306.67)2,024,897.50324,897.50324,897.50-
02/01/2018298,600.00--298,600.00325,097.5026,497.50
02/01/2019298,300.00--298,300.00324,897.5026,597.50
02/01/2020297,900.00--297,900.00324,297.5026,397.50
02/01/2021302,400.00--302,400.00328,022.5025,622.50
02/01/2022301,700.00--301,700.00325,987.5024,287.50
02/01/2023300,900.00--300,900.00328,387.5027,487.50
Total$1,822,106.67(1,722,306.67)$2,024,897.50$2,124,697.50$2,281,587.50$156,890.00
PV Analysis Summary (Net to Net)
Net PV Cashflow Savings @ 1.568%(Bond Yield).....147,594.74
Net Present Value Benefit $147,594.74
Net PV Benefit / $1,834,938.80 PV Refunded Debt Service8.044%
Net PV Benefit / $1,700,000 Refunded Principal...8.682%
Net PV Benefit / $1,680,000 Refunding Principal..8.785%
Refunding Bond Information
Refunding Dated Date 6/02/2016
Refunding Delivery Date 6/02/2016
Series 2016A GO Ref Bonds | Xover Ref 2008B | 5/ 9/2016 | 12:32 PM