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HomeMy WebLinkAboutResolution 8951EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MOUNDS VIEW, MINNESOTA HELD: April 23, 2018 Pursuant to due call and notice thereof, a regular meeting of the City Council of City of Mounds View, Minnesota ("Mounds View"), was duly called and held at the City Hall in the City on Monday, the 23rd day of April, 2018, at 6:30 o'clock P.M. The following members were present: Mueller, Gunn, Hull, Meehlhause, Bergeron Council Member Gunn made a motion to adopt: RESOLUTION NO. 8951 APPROVING GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2018A TO BE ISSSUED BY THE CITY OF BLAINE, MINNESOTA A. WHEREAS, the Cities of Spring Lake Park, Mounds View and Blaine (collectively the "Cities") jointly contract for fire protection and other public safety services pursuant to a Joint Powers Agreement For the Provision of Fire Protection Services, dated December 11, 1990, as previously amended and supplemented (the "Existing Joint Powers Agreement") which the Cities propose to supplement pursuant to a Fourth Supplement to Joint Powers Agreement in substantially the form attached as Exhibit B hereto (the "Supplement" and, together with the Existing Joint Powers Agreement, the "Joint Powers Agreement") to authorize the City of Blaine ("Blaine") to issue general obligation equipment certificates of indebtedness to finance various equipment for municipal fire protection and firefighting purposes (the "Equipment"), with a pledge of repayment from Mounds View and Spring Lake Park; B. WHEREAS, Blaine proposes to issue its General Obligation Equipment Certificates of Indebtedness, Series 2018A (together with obligations issued in the future to refund such certificates, the "Certificates") to finance the Equipment pursuant to Minnesota Statutes, Chapter 475 and Section 412.301 (collectively, the "Act") and pursuant to the Terms of Proposal attached hereto as Exhibit A; and C. WHEREAS, this Resolution memorializes and certifies Mounds View's obligation to pay a portion of the debt service on the Certificates, pursuant to the payment formula found on Exhibit A to the Joint Powers Agreement (the "Formula"), as such Formula may change from time 5199640 JSB BL140-35 to time through the final maturity date of the Certificates in accordance with the Joint Powers Agreement; and NOW THEREFORE, BE IT RESOLVED by the City Council (the "Council") of the City of Mounds View, Minnesota ("Mounds View"), as follows: 1. The Council hereby approves the Terms of Proposal for the issuance of Certificates in substantially the form attached hereto as Exhibit A, and authorizes the City of Blaine to accept the offer of the lowest bidder for the sale of the Certificates. 2. The Council hereby approves the Supplement in substantially the form attached as Exhibit B hereto, subject to modifications that do not alter the substance of the transaction and that are approved by the City Attorney and the City Administrator; provided that execution of the Agreement by the Mayor and City Administrator shall be conclusive evidence of approval. The Mayor and City Administrator are hereby authorized to execute, on behalf of Mounds View, the Supplement and any other instrument necessary in accordance with the Joint Powers Agreement and to carry out on behalf of Mounds View, Mounds View's obligations thereunder. 3. Mounds View hereby affirms its obligations under the Joint Powers Agreement, as modified by the Supplement, to pay its proportionate share of the debt service on the Certificates. 4. Under the Joint Powers Agreement, as modified by the Supplement, and to evidence Mounds View's obligation to pay its proportionate share of debt service on the Certificates, this Council finds it is necessary and expedient to the sound financial management of Mounds View to issue its General Obligation Equipment Certificate of Indebtedness, Series 2018, payable to Blaine, pursuant to the Act in a principal amount not to exceed Mounds View's proportionate share of the principal amount of the Certificates and bearing interest at the rates set forth in the Certificates but payable by the City in accordance with the Formula in substantially the form as attached hereto as Exhibit C (the "Mounds View Certificate"). The rates of interest, payment dates, maturity date, and any redemption dates shall be as set forth in the Mounds View Certificate as executed by the Mayor and City Administrator and such execution of the Mounds View Certificate by the Mayor and City Administrator shall be conclusive evidence of approval thereof in accordance with this Resolution. This Council understands and acknowledges that debt service on the Mounds View Certificate will always be payable by Mounds View in accordance with the percentages fixed from time to time by the Formula. 5. To reimburse Blaine for Mounds View's portion of the payment of principal and interest on the Certificates and to pay the Mounds View Certificate evidencing such obligation, Mounds View hereby irrevocably pledges the full faith and credit and taxing powers of Mounds View and authorizes a levy of ad valorem taxes on all taxable property, which taxes may be levied without limitation as to rate or amount. Mounds View will pay principal and interest on the Mounds View Certificate from the general fund of Mounds View, and the general fund may be reimbursed for those advances out of the proceeds of the taxes hereafter levied, when collected, and the proceeds of such ad valorem taxes hereafter levied are pledged to the payment of the 2 5199641 JSB BL140-35 Mounds View Certificate. The City Finance Director is authorized, upon satisfaction of the conditions for the issuance of the Mounds View Certificate, to determine the tax levy necessary for the repayment of the Mounds View Certificate and file a certified copy of this resolution and a copy of the certificate of the Pricing Committee with the County Auditor of Ramsey County, Minnesota, together with a certificate specifying the amount of such levy and such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Mounds View Certificate has been entered in the County Auditor's Bond Register, and the tax levy required by law has been made. 6. Mounds View understands and acknowledges that, as of the date the Certificates were sold, Mounds View's share of debt service on the Certificates pursuant to the Formula is 16.373%. Mounds View further understands and acknowledges that the precise contribution amounts for Mounds View under the Formula may change over time, and Mounds View may be obligated to pay an additional amount, or a reduced amount, of debt service on the Mounds View Certificate if the Formula changes accordingly. Any additional amount of debt service may be provided through the levy of ad valorem taxes, or through payments from Mounds View's general fund. Any changes in debt service payments under the Mounds View Certificate may be made administratively by the City Finance Director, without further resolution of this Council. The motion for the adoption of the foregoing resolution was duly seconded by Council Member Meehlhause and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: Bergeron Gunn Hull Mueller Meehlhause and the following voted against the same: None Whereupon said resolution was declared duly passed and adopted. 3 5199641 JSB BL140-35 STATE OF MINNESOTA ) CITY OF MOUNDS VIEW ) RAMSEY COUNTY ) I, the undersigned, being the duly qualified and acting Clerk of the City of Mounds View (the "City"), DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes with the original minutes of a meeting of the City Council called and held on the date therein indicated, which are on file and of record in my office, and the same is a full, true and complete transcript there from insofar as the same relates to the General Obligation Equipment Certificates of Indebtedness, Series 2018A to be issued by the City of Blaine, Minnesota. WITNESS my hand as such Clerk of the City this 23rd day of April, 2018. �U )-A City erk 4 519964v1 JSB BL140-35 EXHIBIT A TERMS OF PROPOSAL THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,145,000* CITY OF BLAINE, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2018A (BOOK ENTRY ONLY) Proposals for the above -referenced obligations (the "Certificates") will be received by the City of Blaine, Minnesota (the "City") on Thursday, June 7, 2018 (the "Sale Date") until 10:00 A.M., Central Time at the offices of Springsted Incorporated ("Springsted"), 380 Jackson Street, Suite 300, Saint Paul, Minnesota, 55101, after which time proposals will be opened and tabulated. Consideration for award of the Certificates will be by the City Council at its meeting commencing at 7:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Springsted will assume no liability for the inability of a bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Certificates regardless of the manner in which the proposal is submitted. (a) Sealed Bidding. Proposals may be submitted in a sealed envelope or by fax (651) 223-3046 to Springsted. Signed proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final proposal price and coupons, by telephone (651) 223-3000 or fax (651) 223-3046 for inclusion in the submitted proposal. OR (b) Electronic Bidding. Notice is hereby given that electronic proposals will be received via PARITY°. For purposes of the electronic bidding process, the time as maintained by PARITY° shall constitute the official time with respect to all proposals submitted to PARITY®. Each bidder shall be solely responsible for making necessary arrangements to access PARITY° for purposes of submitting its electronic proposal in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents, nor PARITY° shall have any duty or * Preliminary; subject to change. A-1 5214040 JSB BL140-35 obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents, nor PARITY° shall be responsible for a bidder's failure to register to bid or for any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services of PARITY®. The City is using the services of PARITY° solely as a communication mechanism to conduct the electronic bidding for the Certificates, and PARITY° is not an agent of the City. If any provisions of this Terms of Proposal conflict with information provided by PARITY°, this Terms of Proposal shall control. Further information about PARITY°, including any fee charged, may be obtained from: PARITY®, 1359 Broadway, 2"d Floor, New York, New York 10018 Customer Support: (212) 849-5000 DETAILS OF THE CERTIFICATES The Certificates will be dated as of the date of delivery and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 2019. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Certificates will mature February 1 in the years and amounts* follows: 2020 $220,000 2021 $225,000 2022 $225,000 2023 $235,000 2024 $240,000 * The City reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Certificates or the amount of any maturity or maturities in multiples of $5, 000. In the event the amount of any maturity is modified, the aggregate purchase price will be adjusted to result in the same gross spread per $1,000 of Certificates as that of the original proposal. Gross spread for this purpose is the differential between the price paid to the Cityfor the new issue and the prices at which the proposal indicates the securities will be initially offered to the investing public. Proposals for the Certificates may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption scheduled to conform to the maturity schedule set forth above. In order to designate term bonds, the proposal must specify "Years of Term Maturities" in the spaces provided on the proposal form. BOOK ENTRY SYSTEM The Certificates will be issued by means of a book entry system with no physical distribution of Certificates made to the public. The Certificates will be issued in fully registered form and one Certificate, representing the aggregate principal amount of the Certificates maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository for the Certificates. Individual purchases of the Certificates may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Certificates. Transfer of principal and interest payments to participants of A-2 5214041 JSB BL140-35 DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The lowest bidder (the "Purchaser"), as a condition of delivery of the Certificates, will be required to deposit the Certificates with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable regulations of the Securities and Exchange Commission. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Certificates will not be subject to redemption in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Certificates will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds of the Certificates will be used to finance the acquisition of various equipment for municipal fire protection. BIDDING PARAMETERS Proposals shall be for not less than $1,131,260 plus accrued interest, if any, on the total principal amount of the Certificates. No proposal can be withdrawn or amended after the time set for receiving proposals on the Sale Date unless the meeting of the City scheduled for award of the Certificates is adjourned, recessed, or continued to another date without award of the Certificates having been made. Rates shall be in integral multiples of 1/100 or 1/8 of 1%. The initial price to the public for each maturity as stated on the proposal must be 98.0% or greater. Certificates of the same maturity shall bear a single rate from the date of the Certificates to the date of maturity. No conditional proposals will be accepted. ESTABLISHMENT OF ISSUE PRICE In order to provide the City with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, the "Code"), the Purchaser will be required to assist the City in establishing the issue price of the Certificates and shall complete, execute, and deliver to the City prior to the closing date, a written certification in a form acceptable to the Purchaser, the City, and Bond Counsel (the "Issue Price Certificate") containing the following for each maturity of the Certificates (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial offering price to the "public" (as said term is defined in Treasury Regulation Section 1.148-1(f) (the "Regulation")) or the sale price; and (iii) pricing wires or equivalent communications supporting such offering or sale price. Any action to be taken or documentation to be received by the City pursuant hereto may be taken or received on behalf of the City by Springsted. A-3 521404v1 JSB BL140-35 The City intends that the sale of the Certificates pursuant to this Terms of Proposal shall constitute a "competitive sale" as defined in the Regulation based on the following: (i) the City shall cause this Terms of Proposal to be disseminated to potential bidders in a manner that is reasonably designed to reach potential bidders; (ii) all bidders shall have an equal opportunity to submit a bid; (iii) the City reasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Certificates; and (iv) the City anticipates awarding the sale of the Certificates to the bidder who provides a proposal with the lowest true interest cost, as set forth in this Terms of Proposal (See "AWARD" herein). Any bid submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of the Certificates, as specified in the proposal. The Purchaser shall constitute an "underwriter" as said term is defined in the Regulation. By submitting its proposal, the Purchaser confirms that it shall require any agreement among underwriters, a selling group agreement, or other agreement to which it is a party relating to the initial sale of the Certificates, to include provisions requiring compliance with the provisions of the Code and the Regulation regarding the initial sale of the Certificates. If all of the requirements of a "competitive sale" are not satisfied, the City shall advise the Purchaser of such fact prior to the time of award of the sale of the Certificates to the Purchaser. In such event, any proposal submitted will not be subject to cancellation or withdrawal. Within twenty-four (24) hours of the notice of award of the sale of the Certificates, the Purchaser shall advise the City and Springsted if a "substantial amount" (as defined in the Regulation) of any maturity of the Certificates (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity) has been sold to the public and the price at which such substantial amount was sold. The City will treat such sale price as the "issue price" for such maturity, applied on a maturity -by -maturity basis. The City will not require the Purchaser to comply with that portion of the Regulation commonly described as the "hold -the -offering -price" requirement for the remaining maturities, but the Purchaser may elect such option. If the Purchaser exercises such option, the City will apply the initial offering price to the public provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option, it shall thereafter promptly provide the City and Springsted the prices at which a substantial amount of such maturities are sold to the public; provided such determination shall be made and the City and Springsted notified of such prices whether or not the closing date has occurred, until the 10% test has been satisfied as to each maturity of the Certificates or until all of the Certificates of a maturity have been sold. GOOD FAITH DEPOSIT To have its proposal considered for award, the Purchaser is required to submit a good faith deposit to the City in the amount of $11,450 (the "Deposit") no later than 1:00 P.M., Central Time on the Sale Date. The Deposit may be delivered as described herein in the form of either (i) a certified A-4 5214040 JSB BL140-35 or cashier's check payable to the City; or (ii) a wire transfer. The Purchaser shall be solely responsible for the timely delivery of its Deposit whether by check or wire transfer. Neither the City nor Springsted have any liability for delays in the receipt of the Deposit. If the Deposit is not received by the specified time, the City may, at its sole discretion, reject the proposal of the lowest bidder, direct the second lowest bidder to submit a Deposit, and thereafter award the sale to such bidder. Certified or Cashier's Check. A Deposit made by certified or cashier's check will be considered timely delivered to the City if it is made payable to the City and delivered to Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101 by the time specified above. Wire Transfer. A Deposit made by wire will be considered timely delivered to the City upon submission of a federal wire reference number by the specified time. Wire transfer instructions will be available from Springsted following the receipt and tabulation of proposals. The successful bidder must send an e-mail including the following information: (i) the federal reference number and time released; (ii) the amount of the wire transfer; and (iii) the issue to which it applies. Once an award has been made, the Deposit received from the Purchaser will be retained by the City and no interest will accrue to the Purchaser. The amount of the Deposit will be deducted at settlement from the purchase price. In the event the Purchaser fails to comply with the accepted proposal, said amount will be retained by the City. The Certificates will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis calculated on the proposal prior to any adjustment made by the City. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non -substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Certificates, (ii) reject all proposals without cause, and (iii) reject any proposal that the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION The City has not applied for or pre -approved a commitment for any policy of municipal bond insurance with respect to the Certificates. If the Certificates qualify for municipal bond insurance and a bidder desires to purchase a policy, such indication, the maturities to be insured, and the name of the desired insurer must be set forth on the bidder's proposal. The City specifically reserves the right to reject any bid specifying municipal bond insurance, even though such bid may result in the lowest TIC to the City. All costs associated with the issuance and administration of such policy and associated ratings and expenses (other than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the municipal bond insurer to issue the A-5 5214041 JSB BL140-35 policy after the award of the Certificates shall not constitute cause for failure or refusal by the successful bidder to accept delivery of the Certificates. CUSIP NUMBERS If the Certificates qualify for assignment of CUSIP numbers such numbers will be printed on the Certificates, but neither the failure to print such numbers on any Certificate nor any error with respect thereto will constitute cause for failure or refusal by the Purchaser to accept delivery of the Certificates. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT On or about June 28, 2018, the Certificates will be delivered without cost to the Purchaser through DTC in New York, New York. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no -litigation certificate. On the date of settlement, payment for the Certificates shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Unless compliance with the terms of payment for the Certificates has been made impossible by action of the City, or its agents, the Purchaser shall be liable to the City for any loss suffered by the City by reason of the Purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2 -12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Certificates, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The Purchaser's obligation to purchase the Certificates will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Certificates. OFFICIAL STATEMENT The City has authorized the preparation of a Preliminary Official Statement containing pertinent information relative to the Certificates, and said Preliminary Official Statement has been deemed final by the City as of the date thereof within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Preliminary Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Municipal Advisor to the City, Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, Minnesota 55101, telephone (651) 223-3000. A Final Official Statement (as that term is defined in Rule 15c2-12) will be prepared, specifying the maturity dates, principal amounts, and interest rates of the Certificates, together with any other information required by law. By awarding the Certificates to the Purchaser, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the Purchaser up to 25 copies of the Final Official Statement. The City designates the Purchaser as its A-6 521404v1 JSB BL140-35 agent for purposes of distributing copies of the Final Official Statement to each syndicate member, if applicable. The Purchaser agrees that if its proposal is accepted by the City, (i) it shall accept designation and (ii) it shall enter into a contractual relationship with its syndicate members for purposes of assuring the receipt of the Final Official Statement by each such syndicate member. Dated April 27, 2018 A-7 5214040 JSB BL140-35 BY ORDER OF THE CITY COUNCIL /s/ Cathy Sorensen City Clerk EXHIBIT B SUPPLEMENT TO JOINT POWERS AGREEMENT FOURTH SUPPLEMENT TO JOINT POWERS AGREEMENT This Supplement to Joint Powers Agreement (the "Supplement") is dated the 23rd day of April, 2018, and is entered into pursuant to Minnesota Statutes, Section 471.59, as amended (the "Minnesota Joint Powers Act"), among the CITY OF BLAINE ("Blaine"), the CITY OF MOUNDS VIEW ("Mounds View"), and the CITY OF SPRING LAKE PARK ("Spring Lake Park"), collectively herein referred to as the "Cities", each such City being a municipal corporation and political subdivision of the State of Minnesota. 1. Background. The Cities have heretofore entered into that certain Joint Powers Agreement for the Provision of Fire Protection Services dated December 11, 1990, as amended and supplemented (the "Joint Powers Agreement"). The Joint Powers Agreement was entered into by the Cities to cooperate in providing fire protection services to their residents through the acquisition, construction, furnishing, and betterment of land, buildings, and equipment for municipal fire protection, firefighting, and related public safety and welfare purposes; the contracting for and payment of such capital costs, services, and related expenses; and the taking of all other action desirable or necessary in connection therewith. The Cities have also heretofore entered into a certain Contract to Furnish Fire Protection Service (the "Contract") which each of the Cities executed with Spring Lake Park Fire Department, Inc., a Minnesota nonprofit corporation (the "Fire Company"), in 1986. Under the Contract, the Fire Company provides fire protection and other public health and safety services, equipment, and personnel; and each of the Cities is responsible from year to year for its respective share of the cost thereof pursuant to the Formula (the "Formula") set out in Exhibit "A" attached to the Joint Powers Agreement. Under the Joint Powers Agreement, the Cities anticipated that equipment and other property currently owned by the Fire Company would be acquired by the Cities; that the Cities would acquire additional land, buildings, and other equipment and property for fire protection and related public health and safety purposes; that the Cities would in turn by contract make such property available to appropriate service providers, including the Fire Company; and that the Cities would share the respective costs thereof pursuant to the Formula and as further provided in paragraph III(D) of the Joint Powers Agreement. (i) First Supplement. The Joint Powers Agreement was supplemented on February 14, 2005 to allow for the acquisition of land and the construction of a new fire station thereon within Blaine. This project was financed through the issuance of $8,050,000 General Obligation Capital Improvement Bonds, Series 2005A, issued by Blaine. (ii) Second Supplement. The Joint Powers Agreement was supplemented again on November 16, 2011 to allow for the acquisition of certain equipment for municipal fire protection and firefighting purposes. These purchases were financed through the issuance of $1,555,000 General Obligation Equipment Certificates of Indebtedness, Series 2011 A, issued by Blaine. B-1 519966v1 JSB BL140-35 (iii) Third Supplement. The Joint Powers Agreement was supplemented again on March 21, 2017 to allow for the acquisition of certain equipment for municipal fire protection and firefighting purposes. These purchases were financed through the issuance of $1,090,000 General Obligation Equipment Certificates of Indebtedness, Series 2017A, issued by Spring Lake Park. 2. Purpose of Fourth Supplement. The Cities believe it to be in their best interests to acquire certain equipment for municipal fire protection and firefighting purposes (the "Equipment"). In order to finance the Equipment the Cities believe that it is necessary, desirable and appropriate that approximately [$1,145,000] of General Obligation Equipment Certificates of Indebtedness (the "Certificates") to be issued pursuant to Minnesota Statutes, Statutes, Chapter 475 and Section 412.301 (collectively, the "Act"). 3. Equipment Certificates. Blaine, Mounds View and Spring Lake Park each represent and warrant to the other that they have each taken all action required by Minnesota Statutes, Section 412.301 in order to be legally authorized to issue the Certificates. The Certificates will be issued by the City of Blaine, but Mounds View and Spring Lake Park each will be legally obligated to pay a portion of debt service on the Certificates to Blaine and hereby pledge their full faith and credit and taxing powers to pay such portion of the debt service on the Certificates. Prior to the issuance of the Certificates, in order to evidence Spring Lake Park's and Mounds View's obligations to Blaine to pay a portion of debt service on the Certificates, Spring Lake Park and Mounds View will each issue to Blaine a note, certificate of indebtedness or other debt instrument (the "Notes") or adopt a resolution or enter into an agreement pursuant to which they will pledge their full faith and credit and taxing powers to pay the applicable Formula percentage of debt service on the Certificates or a pro rata share of the annual debt service on the Certificates based on the Formula in effect at the time of issuance. In the event any of the Cities withdraw from participation in the Joint Powers Agreement as contemplated by Section 111(I) of the Joint Powers Agreement, they shall remain obligated to pay their Historical Share of debt service on the Certificates as contemplated by Section III(E) of the Joint Powers Agreement or, if Mounds View or Spring Lake Park agree to pay scheduled debt service amounts pursuant to the Notes or other agreement, they shall remain obligated to pay their scheduled debt service set forth therein, as if they did not act to withdraw from the Joint Powers Agreement. 4. Ownership, Acquisition and Construction of Project. Ownership of the Equipment shall, in accordance with the provisions of the Joint Powers Agreement, be nominally in the name of the City of Blaine. The acquisition, construction and operation of the Equipment shall be accomplished in accordance with the provisions of the Joint Powers Agreement. 5. Effect. Except as herein supplemented all provisions of the Joint Powers Agreement, as previously amended and supplemented, shall remain in effect. 6. Duration of Agreement. This Supplement shall remain in effect until the Certificates are fully paid or otherwise discharged. 7. Miscellaneous. This Supplement shall be effective as of the date that all of the Cities shall have approved and executed this Supplement, which shall be governed by law of the State of Minnesota, and may be executed in any number of counterparts, each of which shall constitute an original hereof. In the event that any provision of this Supplement is declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of this Supplement B-2 519966v1 JSB BL140-35 shall remain in full force and effect to the same extent as though said provision did not appear herein. MM 519966v1 JSB BL140-35 IN WITNESS WHEREOF, the Cities of Blaine, Mounds View, and Spring Lake Park, Minnesota, have duly authorized the execution of and have duly executed this Supplement by their authorized representatives, respectively. Dated: .2018 519966v1 JSB BL140-35 City of Blaine, Minnesota By: Its Mayor By: Its City Manager City of Mounds View, Minnesota Dated: 2018 Its Mayor By: PA h q. "6— — / Its City/dm ',jistrator 519966v1 JSB BL140-35 Dated: , 2018 City of Spring Lake Park, Minnesota By: Its Mayor By: Its City Clerk -Treasurer B-6 521404v1 JSB BL140-35 EXHIBIT C FORM OF MOUNDS VIEW CERTIFICATE UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MOUNDS VIEW GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2018 The City of Mounds View, Minnesota, a duly organized and existing municipal corporation in Ramsey County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the City of Blaine, Minnesota, ("Blaine"), a principal sum not to exceed $ plus interest thereon at the rates set forth in Blaine's General Obligation Equipment Certificates of Indebtedness, Series 2018A (the "Blaine Certificates") but payable by the City in accordance with the Formula as determined in accordance with that certain Joint Powers Agreement for the Provision of Fire Protection Services dated December 11, 1990, as previously amended and supplemented (the "Joint Powers Agreement"). Annual payments of principal and interest, in amounts determined in accordance with the Joint Powers Agreement shall be payable February I of each year, commencing February 1, 2019. 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 and the City Council has obligated itself to levy ad valorem taxes on all taxable property, which taxes may be levied without limitation as to rate or amount. This Certificate is issued pursuant to a resolution adopted by the City Council on April 23, 2018 (the "Resolution"), for the purpose of providing money to finance various items of capital equipment for municipal fire protection and firefighting purposes for the Spring Lake Park -Blaine - Mounds View Fire Department (the "Equipment"), pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 412.301, and Chapter 475, as amended, and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. THIS CERTIFICATE IS NOT TRANSFERABLE. 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 Certificate 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 Certificate does not cause the indebtedness of the City to exceed any constitutional, or statutory limitation of indebtedness. C-1 5214041 JSB BL140-35 IN WITNESS WHEREOF, the City of Mounds View, Ramsey County, Minnesota, by its City Council, has caused this Certificate to be executed on its behalf by the manual signatures of the Mayor and City Administrator and has caused this Certificate to be dated as of the date set forth below. Dated: April 23, 2018. A Nyle >kmund ity Administrator C-2 521404v1 JSB BL140-35 CITY OF MOUNDS VIEW, MINNESOTA Carol A. Mueller, M yor