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HomeMy WebLinkAboutRES 15-075 AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $4,310,000 GENERAL OBLIGATION TAX INCREMENT REVENUE REFINANCING BONDS, SERIES 2015B 2 It was reported that three (3) proposals for the purchase of $4,310,000 General Obligation Tax Increment Revenue Refunding Bonds, Series 2015B, were received prior to 10:00 a.m., Central time, pursuant to the Official Statement distributed to potential purchasers of the Bonds by Ehlers & Associates, Inc., financial advisor to the City. The proposals have been publicly opened, read and tabulated and were found to be as follows: See Attached BID TABULATION $4,445,000* General Obligation Tax Increment Revenue Refunding Bonds, Series 2015B City of St. Anthony, Minnesota SALE: December 8, 2015 AWARD: BAIRD Rating: Standard & Poor's Credit Markets "AA" BBI: 3.57% NAME OF BIDDER MATURITY (February 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE BAIRD Milwaukee, Wisconsin C.L. King & Associates WMBE Cronin & Co., Inc. Loop Capital Markets Vining-SparksIBG,Limited Partnership Edward Jones SAMCO Capital Markets WNJ Capital Crews & Associates, Inc. Davenport & Co. L.L.C. Duncan-Williams, Inc. Ross, Sinclaire & Associates, LLC Dougherty & Company, LLC Country Club Bank Oppenheimer & Co. SumRidge Partners R. Seelaus & Company., Inc. Sierra Pacific Securities Alamo Capital IFS Securities Rafferty Capital Markets First Empire Securities UMB Bank,N.A. $4,524,616.40 $854,847.77 2.3084% February 1, 2016 2.000% 0.250% August 1, 2016 2.000% 0.450% February 1, 2017 2.000% 0.650% August 1, 2017 2.000% 0.800% February 1, 2018 2.000% 0.900% August 1, 2018 2.000% 1.000% February 1, 2019 2.000% 1.050% August 1, 2019 2.000% 1.100% February 1, 2020 2.000% 1.200% August 1, 2020 2.000% 1.250% February 1, 2021 2.000% 1.400% August 1, 2021 2.000% 1.450% February 1, 2022 2.000% 1.550% August 1, 2022 2.000% 1.600% February 1, 2023 2.000% 1.700% August 1, 2023 2.000% 1.750% February 1, 2024 2.000% 1.850% August 1, 2024 2.000% 1.900% February 1,20251 2.000% 2.000% August 1, 20251 2.000% 2.000% February 1, 20262 2.500% 2.150% August 1, 20262 2.500% 2.150% February 1, 20273 2.750% 2.250% August 1, 20273 2.750% 2.250% February 1, 20284 3.000% 2.350% August 1, 20284 3.000% 2.350% February 1, 20295 3.000% 2.450% August 1, 20295 3.000% 2.450% February 1, 20306 3.000% 2.600% August 1, 20306 3.000% 2.600% February 1, 20316 3.000% 2.600% * Subsequent to bid opening the issue size was decreased to $4,310,000. Adjusted Price - $4,387,549.81 Adjusted Net Interest Cost - $843,551.86 Adjusted TIC - 2.3167% 1 $285,000 Term Bond due 08/01/2025 with mandatory redemption 02/01/2025. 2 $300,000 Term Bond due 08/01/2026 with mandatory redemption 02/01/2026. 3 $315,000 Term Bond due 08/01/2027 with mandatory redemption 02/01/2027. 4 $325,000 Term Bond due 08/01/2028 with mandatory redemption 02/01/2028. 5 $340,000 Term Bond due 08/01/2029 with mandatory redemption 02/01/2029. 6 $540,000 Term Bond due 02/01/2031 with mandatory redemption 02/01/2030-08/01/2030. NAME OF BIDDER MATURITY (February 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE Bid Tabulation December 8, 2015 City of St. Anthony, Minnesota $4,445,000* General Obligation TIF Refunding Bonds, Series 2015B Page 2 RAYMOND JAMES & ASSOCIATES, INC. $4,492,143.55 $858,184.97 2.3394% St. Petersburg, Florida February 1, 2016 3.000% August 1, 2016 3.000% February 1, 2017 3.000% August 1, 2017 3.000% February 1, 2018 3.000% August 1, 2018 3.000% February 1, 2019 3.000% August 1, 2019 3.000% February 1, 2020 3.000% August 1, 2020 3.000% February 1, 2021 2.000% August 1, 2021 2.000% February 1, 2022 2.000% August 1, 2022 2.000% February 1, 2023 2.000% August 1, 2023 2.000% February 1, 2024 2.000% August 1, 2024 2.125% February 1,2025 2.125% August 1, 2025 2.250% February 1, 2026 2.250% August 1, 2026 2.250% February 1, 2027 2.250% August 1, 2027 2.500% February 1, 2028 2.500% August 1, 2028 2.500% February 1, 2029 2.500% August 1, 2029 2.750% February 1, 2030 2.750% August 1, 2030 3.000% February 1, 2031 3.000% NAME OF BIDDER MATURITY (February 1) RATE REOFFERING YIELD PRICE NET INTEREST COST TRUE INTEREST RATE Bid Tabulation December 8, 2015 City of St. Anthony, Minnesota $4,445,000* General Obligation TIF Refunding Bonds, Series 2015B Page 3 SUNTRUST ROBINSON HUMPHREY $4,506,277.95 $898,030.38 2.4318% Nashville, Tennessee February 1, 2016 2.000% August 1, 2016 2.000% February 1, 2017 2.000% August 1, 2017 2.000% February 1, 2018 2.000% August 1, 2018 2.000% February 1, 2019 2.000% August 1, 2019 2.000% February 1, 2020 2.000% August 1, 2020 2.000% February 1, 2021 2.000% August 1, 2021 2.000% February 1, 2022 2.000% August 1, 2022 2.000% February 1, 2023 2.000% August 1, 2023 2.000% February 1, 2024 2.000% August 1, 2024 2.000% February 1,2025 2.000% August 1, 2025 2.000% February 1, 2026 3.000% August 1, 2026 3.000% February 1, 2027 3.000% August 1, 2027 3.000% February 1, 2028 3.000% August 1, 2028 3.000% February 1, 2029 3.000% August 1, 2029 3.000% February 1, 2030 3.000% August 1, 2030 3.000% February 1, 2031 3.000% Councilmember Stille introduced the following resolution and moved its adoption, which motion was seconded by Councilmember Gray: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $4,310,000 GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015B BE IT RESOLVED by the City Council (the Council) of the City of St. Anthony, Minnesota (the City), as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. It is hereby determined to be in the best interests of the City to issue and sell its General Obligation Tax Increment Revenue Refunding Bonds, Series 2015B in the aggregate principal amount of $4,310,000 (the Bonds), pursuant to Minnesota Statutes Chapters 469 and 475, the proceeds of which will be used to effect an advance refunding, on August 1, 2016 (the Redemption Date) of the Housing and Redevelopment Authority of the City (the HRA) Tax Increment Revenue Bonds (Silver Lake Village Project), Series 2006, dated as of August 1, 2006 (the Refunded Bonds) issued to finance the construction of various public improvements within Tax Increment District No. 3-5 of the City (the District). The District is in existence and has not been decertified, and the amount of bonded indebtedness incurred pursuant to the Tax Increment Financing Plan for the District does not exceed the amount permitted by Subsection 2-9 thereof. 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the City by Ehlers & Associates, Inc., financial advisor to the City, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened and publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Baird, in Milwaukee, Wisconsin, (the Purchaser), to purchase the Bonds at a price of $4,387,549.81 plus accrued interest, if any, to the date of delivery and payment on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the City for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. 1.04. Savings. It is hereby determined that: (a) by the issuance of the Bonds the City will realize a substantial interest rate reduction, a gross savings of approximately $915,505.50 and a present value savings (using the yield on the Bonds, computed in accordance with Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), as the discount factor) of approximately $919,595.37; and (b) as of the Redemption Date, the sum of (i) the present value of the debt service on the Bonds, computed to their stated maturity dates, after deducting any premium, using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding payable from a source other than the proceeds of the Bonds or investment earnings thereon, is lower by 17.040% (not less than 3%) than the present value of the debt service on the Refunded Bonds, computed to their stated maturity dates, using the yield of the Bonds as the discount rate. SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be originally dated as of December 29, 2015, shall be in the denomination of $5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 and August 1 in the years and amounts stated below, and shall bear interest from date of issue until paid at the annual rates set forth opposite such years and amounts, as follows: Date Amount Rate Date Amount Rate February 1, 2016 $140,000 2.000% February 1, 2022 $130,000 2.000% August 1, 2016 105,000 2.000% August 1, 2022 130,000 2.000% February 1, 2017 105,000 2.000% February 1, 2023 130,000 2.000% August 1, 2017 105,000 2.000% August 1, 2023 140,000 2.000% February 1, 2018 110,000 2.000% February 1, 2024 135,000 2.000% August 1, 2018 115,000 2.000% August 1, 2024 140,000 2.000% February 1, 2019 115,000 2.000% August 1, 2025 285,000 2.000% August 1, 2019 115,000 2.000% August 1, 2026 300,000 2.500% February 1, 2020 120,000 2.000% August 1, 2027 315,000 2.750% August 1, 2020 125,000 2.000% August 1, 2028 325,000 3.000% February 1, 2021 120,000 2.000% August 1, 2029 340,000 3.000% August 1, 2021 125,000 2.000% February 1, 2031 540,000 3.000% The Bonds shall be issuable only in fully registered form. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest on and, upon surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein; provided that, so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 2016, each such date being referred to herein as an Interest Payment Date, to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a business day. 2.04. Redemption. Bonds maturing on February 1, 2025 and later shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the securities depository in accordance with its customary procedures) in multiples of $5,000, on February 1, 2024, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City shall cause notice of the call for redemption thereof to be published as required by law, and at least 30 days and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof. No defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. Bonds maturing on August 1 in 2025, 2026, 2027, 2028, 2029 and on February 1, 2031 (the “Term Bonds”) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts of such Bonds: Term Bonds Maturing August 1, 2025 Year Principal Amount 2025 $140,000 The remaining $145,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2025. Term Bonds Maturing August 1, 2026 Year Principal Amount 2026 $145,000 The remaining $155,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2026. Term Bonds Maturing August 1, 2027 Year Principal Amount 2027 $155,000 The remaining $160,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2027. Term Bonds Maturing August 1, 2028 Year Principal Amount 2028 $160,000 The remaining $165,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2028. Term Bonds Maturing August 1, 2029 Year Principal Amount 2029 $165,000 The remaining $175,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2029. Term Bonds Maturing February 1, 2031 Year Principal Amount 2030 $355,000 The remaining $185,000 stated principal amount of such Bonds shall be paid at maturity on February 1, 2031. Notice of redemption shall be given in accordance with the preceding paragraph. 2.05. Appointment of Initial Registrar. The City hereby appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar, effective upon not less than thirty (30) days’ written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal office a register (the Bond Register) in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. The term Holder or Bondholder as used herein shall mean the person (whether a natural person, corporation, association, partnership, trust, governmental unit, or other legal entity) in whose name a Bond is registered in the Bond Register. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes; and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (expect for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured, or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. (j) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this resolution as the Bonds surrendered upon such transfer or exchange. 2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been prepared, executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: “Beneficial Owner” shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. “Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. “DTC” shall mean The Depository Trust Company of New York, New York. “Participant” shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. “Representation Letter” shall mean the Representation Letter pursuant to which the City agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, 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 interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e) hereof. (d) The execution and delivery of the Representation Letter to DTC by the Mayor or City Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BOND, SERIES 2015B Interest Rate Maturity Date Date of Original Issue CUSIP No. % ________ 1, 20__ December 29, 2015 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF ST. ANTHONY, STATE OF MINNESOTA (the City), acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 2016, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month immediately preceding the Interest Payment Date, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof at the principal office of the Registrar described below, the principal hereof are payable in lawful money of the United States of America by check or draft drawn on the Bond Trust Services Corporation, Roseville, Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein (the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue (the Bonds) in the aggregate principal amount of $_____________, issued pursuant to a resolution adopted by the City Council on December 8, 2015 (the Resolution) to effect an advance refunding of certain outstanding tax increment revenue bonds issued by the Housing and Redevelopment Authority of the City to finance the construction of various public improvements within Tax Increment District No. 3-5 of the City (the District), and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 469 and 475. The Bonds are payable primarily from ad valorem tax increments to be received by the City from the District, which have been pledged to the payment of the Bonds. In addition, for the full and prompt payment of the principal and interest on the Bonds as the same become due, the full faith, credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. Bonds maturing on February 1, 2025 and later shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the securities depository in accordance with its customary procedures) in multiples of $5,000, on February 1, 2024, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City Manager shall cause notice of the call for redemption thereof to be published as required by law, and at least 30 days and not more than 60 days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register. No defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. Bonds maturing on August 1 in 2025, 2026, 2027, 2028, 2029 and on February 1, 2031 (the “Term Bonds”) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts of such Bonds: Term Bonds Maturing August 1, 2025 Year Principal Amount 2025 $140,000 The remaining $145,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2025. Term Bonds Maturing August 1, 2026 Year Principal Amount 2026 $145,000 The remaining $155,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2026. Term Bonds Maturing August 1, 2027 Year Principal Amount 2027 $155,000 The remaining $160,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2027. Term Bonds Maturing August 1, 2028 Year Principal Amount 2028 $160,000 The remaining $165,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2028. Term Bonds Maturing August 1, 2029 Year Principal Amount 2029 $165,000 The remaining $175,000 stated principal amount of such Bonds shall be paid at maturity on August 1, 2029. Term Bonds Maturing February 1, 2031 Year Principal Amount 2030 $355,000 The remaining $185,000 stated principal amount of such Bonds shall be paid at maturity on February 1, 2031. Notice of redemption shall be given in accordance with the preceding paragraph. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Bonds have been designated by the City as “qualified tax-exempt obligations” pursuant to Section 265(b) of the Internal Revenue Code of 1986. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that the City has established its General Obligation Tax Increment Revenue Refunding Bonds, Series 2015B Bond Fund and has appropriated thereto ad valorem tax increments to be derived from the District, which tax increments are estimated to be receivable in years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Bonds when due, and has appropriated tax increments to its Bond Fund for the payment of such principal and interest; that if necessary for the payment of such principal and interest when due, ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of St. Anthony, State of Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager. CITY OF ST. ANTHONY, MINNESOTA (facsimile signature – City Manager) (facsimile signature - Mayor) _________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: ___________ BOND TRUST SERVICES CORPORATION, Roseville, Minnesota, as Bond Registrar By _______________________________ Authorized Representative _________________________ 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 the applicable laws or regulations: TEN COM - as tenants in common UTMA ................... as Custodian for ................. (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act ....………….. ( S t a t e ) JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. _____________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint _________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: __________________ ________________________________________________ NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: ___________________________________ Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: ____________________ [end of bond form] SECTION 3. USE OF PROCEEDS. Upon payment for the Bonds by the Purchaser, Bond proceeds shall be used as follows: (a) $4,332.934.57 shall be deposited in the Escrow Account established with U.S. Bank National Association (the “Escrow Agent”) under an Escrow Agreement described hereunder, (b) $50,518.00 shall be applied to pay costs of issuance and (c) $4,097.24 shall be deposited in the Bond Fund created pursuant to Section 4 hereof. The Mayor and City Manager are hereby authorized to enter into an Escrow Agreement with the Escrow Agent establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. Funds deposited with the Escrow Agent (other than an initial cash balance in the escrow account) are to be invested in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to pay and redeem the outstanding principal and accrued interest on the Refunded Bonds to and including the Redemption Date (and the amounts in such account are irrevocably appropriated to such purposes). SECTION 4. GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 2015B BOND FUND. The Bonds shall be payable from a separate and special General Obligation Tax Increment Revenue Refunding Bonds, Series 2015B Bond Fund (the Bond Fund) of the City, which the City agrees to maintain until the Bonds have been paid in full. If the money in the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund. The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. Into the Bond Fund shall be paid: (a) the amounts specified in Section 3; (b) all excess amounts on deposit in the debt service funds maintained for the payment of the Refunded Bonds upon the retirement of the Refunded Bonds on the Redemption Date; (c) ad valorem tax increments derived from the District to the extent determined by the Council to be necessary, in addition to other funds appropriated to the Bond Fund, to pay principal and interest on the Bonds when due; (d) ad valorem taxes collected in accordance with the provisions of Section 5 hereof; and (e) any other funds appropriated by the Council for the payment of the Bonds. SECTION 5. PLEDGE OF TAXING POWERS. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. It is hereby estimated that the tax increments and other funds appropriated to the Bond Fund as set forth in Section 4 hereof will produce amounts not less than five percent in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, and therefore no ad valorem taxes are required to be levied at this time. Nevertheless, if the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional of statutory limitation. SECTION 6. DEBT SERVICE FUND BALANCE RESTRICTION. In order to ensure compliance with the Code, and applicable Treasury Regulations (the Regulations), upon allocation of any funds to the Bond Fund, the balance then on hand in the Fund shall be ascertained. If it exceeds the amount of principal and interest on the Bonds to become due and payable through February 1 next following, plus a reasonable carryover equal to 1/12th of the debt service due in the following bond year, the excess shall (unless an opinion is otherwise received from bond counsel) be used to prepay or purchase Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Code. SECTION 7. DEFEASANCE. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the registered owners of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. 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 bank or trust company qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or earlier designated redemption date. SECTION 8. CERTIFICATION OF PROCEEDINGS. 8.01. Registration of Bonds. The City Manager is hereby authorized and directed to file a certified copy of this resolution with the County Auditors of Hennepin County and Ramsey County and obtain certificates that the Bonds have been duly entered upon the Auditors’ bond registers. 8.02. Authentication of Transcript. The officers of the City and the County Auditors are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. 8.03. Official Statement. The Preliminary Official Statement relating to the Bonds, dated November 24, 2015, relating to the Bonds prepared and distributed by Ehlers & Associates, Inc., the financial advisor for the City, is hereby approved. Ehlers & Associates, Inc., is hereby authorized on behalf of the City to prepare and distribute to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule l5c2-12 adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. 8.04. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Klein Bank, on the closing date for further distribution as directed by the City’s financial advisor, Ehlers & Associates, Inc. SECTION 9. TAX COVENANTS; ARBITRAGE MATTERS; REIMBURSEMENT AND CONTINUING DISCLOSURE. 9.01. General Tax Covenant. The City covenants and agrees with the registered owners of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any actions that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the Code) and applicable Treasury Regulations (the Regulations), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The City covenants and agrees that, so long as the Bonds are outstanding, the City shall not enter into any lease, management agreement, use agreement or other contract with any nongovernmental entity relating to the improvements so refinanced which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Code. 9.02. Arbitrage Certification. The Mayor and City Manager being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of the Code and Regulations. 9.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no “gross proceeds” of the Bonds (other than amounts constituting a “bona fide debt service fund”) arise during or after the expenditure of the original proceeds thereof. 9.04. Qualified Tax-Exempt Obligations. The City hereby designates the Bonds as “qualified tax–exempt obligations” for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The City represents that in calendar year 2015 it does not reasonably expect to issue tax–exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes of this representation) in an amount in excess of $10,000,000. 9.05. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before twelve (12) months after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2015, the following financial information and operating data in respect of the City (the Disclosure Information): (A) the audited financial statements of the City for such fiscal year, in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) to the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under the headings: Current Property Valuations; Direct Debt; Tax Levies and Collections; Population Trend and Employment/Unemployment Data, which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to the Municipal Securities Rulemaking Board (“MSRB”) through its Electronic Municipal Market Access System (“EMMA”) or to the SEC. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect, provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events (each a “Material Fact”): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults, if material; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (G) Modifications to rights of security holders, if material; (H) Bond calls, if material, and tender offers; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities, if material; (K) Rating changes; (L) Bankruptcy, insolvency, receivership or similar event of the obligated person; (M) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (N) Appointment of a successor or additional trustee or the change of name of a trustee, if material. As used herein, for those events that must be reported if material, an event is “material” if it is an event as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, an event is also “material” if it is an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. (1) The City agrees to make available to the MSRB through EMMA, in an electronic format as prescribed by the MSRB, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii)