11/09/2009 Council Packet (2) - Laserfiche WebLink

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• • • (e) the City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Note, it being determined that the City has retained an independent financial advisor in connection with issuance of the Note and has determined that the Note shall be issued to the County by private negotiation in accordance with the Joint Powers Agreement. The actions of the City staff and in negotiating the sale of the Note is ratified and confirmed in all aspects. Section 2. Sale of Note. 2.01. Issuance. The City will forthwith issue the Note pursuant to the Improvement Act and the City Charter to the County in the total principal amount of $4,315,000. The Note is issued to the County in consideration of the County's obligation under the Joint Powers Agreement to construct the Project; the Note evidences the City's obligation to pay to the County the City's share of the cost of the Project in accordance with the Joint Powers Agreement. 2.02. Terms. The Note shall be in fully registered form without interest coupons, in the denomination of the par amount, dated as of the date of issue of the County Bonds, bear interest at the same rate as the interest on the County Bonds, and shall be payable on the dates and in the amounts set forth in the form attached hereto as Exhibit A, with such amendments thereto as shall be deemed desirable or necessary by the Mayor and Acting City Administrator as evidenced by their execution thereof. 2.03. Optional Redemption. The City may elect on any date to prepay the Note in whole or in part. If in part, prepayments will be applied in reverse order of the principal installment amounts due on the Note. The prepayment amount will be the outstanding principal amount of the County Bonds then outstanding, together with accrued interest to the date of redemption. For any installment amount or portion thereof that is prepaid under this Section, the "County Fee" shown in the payment schedule attached to the Note (or allocable portion thereof, if only a portion of an installment is prepaid) is not paid, and the prepayment amount is only the sum described above. 2.04. Mandatory Redemption. A portion of the assessments for the Project levied against benefited properties are expected to be deferred under various provisions of Minnesota law (referred to as "Deferred Assessment "). If the City receives pre - payments of any such Deferred Assessments, the City shall apply such prepayments toward redemption of the Note in accordance with the terms of Section 2.03 hereof. Section 3. Registrations. 3.01. Registered Form. The Note will be issued as a single typewritten note only in fully registered form. The interest thereon and, upon surrender of the Note, the principal amount thereof, will be payable by check or draft issued by the Registrar described herein. 3.02. Registration. The City appoints the City Finance Director as note registrar (the "Registrar "). The effect of registration and the rights and duties of the City and the Registrar with respect thereto will be as follows: