HomeMy WebLinkAboutCC RES 02-029 A RESOLUTION RELATING TO $ 1, 500,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD VALOREM TAXES Meeting Sheet
111. 111111111I
104624
Box: 31
Folder: RES 2002
Document: CC RES 02-029 A RESOLUTION RELATING TO $ 1, 500,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A;
AWARDING THE SALE, FIXING THE FORM AND DETAILS AND
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND
SECURITY THEREFOR AND LEVYING AD VALOREM TAXES
CERTIFICATION OF MINUTES RELATING TO
$1,500,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002A
Issuer: City of St. Anthony, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on March 12, 2002,
at 7:00 o'clock P.M., at the City Hall.
Members present: Hodson, Horst, Faust, Sparks, Thuesen
Members absent: None
Documents attached:
Minutes of said meeting(including): Pages 1 through 22
RESOLUTION 02-029
• RESOLUTION RELATING TO $1,500,000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 2002A;
AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR AND LEVYING AD
VALOREM TAXES FOR THE PAYMENT THEREOF
I, the undersigned,being the duly qualified and acting recording officer of
the public corporation issuing the obligations referred to in the title of this certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of the corporation in my legal custody, from which
they have been transcribed; that the documents are a correct and complete transcript of
the minutes of a meeting of the governing body of the corporation, and correct and
complete copies of all resolutions and other actions taken and of all documents approved
by the governing body at the meeting, insofar as they relate to the obligations; and that
the meeting was duly held by the governing body at the time and place and was attended
throughout by the members indicated above,pursuant to call and notice given as required
by law.
WITNESS my hand officially as such recording officer this 1_.2_day of
March, 2002.
Connie Kroep ' , Ci6 lerk
• It was reported that four(4) proposals for the purchase of the $1,500,000 General
Obligation Improvement Bonds, Series 2002A of the City (the"Bonds") were received in
accordance with the Terms of Proposal for the sale of the Bonds approved by the City Council
by Resolution 02- 029 , adopted February 12, 2002. The bids have been opened, read and
tabulated, and the terms of each were found to be as follows:
Bidder Purchase Price Interest Rates Net Interest Cost
(See Attached)
•
•
• Councilmember Faust then introduced the following
resolution and moved its adoption:
RESOLUTION 02- 029
RESOLUTION RELATING TO $1,500,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2002A; AWARDING THE SALE,
FIXING THE FORM AND DETAILS AND PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND SECURITY
THEREFOR AND LEVYING AD VALOREM TAXES FOR THE
PAYMENT THEREOF
BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota
(the "City"), as follows:
Section 1. Recitals Authorization and Sale of Bonds.
1.01. Authorization. This Council has heretofore ordered an improvement
project to be constructed within the City under and pursuant to Minnesota Statutes, Chapter 429,
consisting of various street improvements (collectively the"Improvements"). The present
estimated total cost of the Improvements is as follows:
ProjectCosts.......................................................... $1,405,754
• Issuance Expenses................................................. 21,050
Capitalized Interest................................................ 56,696
Discount Allowance.............................................. 16.500
Total ................................................................ $1,500,000
This Council hereby determines to issue and sell $1,500,000 principal amount of General
Obligation Improvement Bonds, Series 2002A, of the City (the "Bonds") to defray a portion of
the expense incurred and estimated to be incurred by the City in making the Improvements,
including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65, and
$16,500 representing interest as provided in Minnesota Statutes, Section 475.56. The City has
retained Springsted Incorporated to act as financial advisor to the City in connection with the
issuance and sale of the Bonds, and it is hereby determined to sell the Bonds without meeting the
requirements as to public sale under Minnesota Statutes, Section 475.60, subdivision 1, pursuant
to the exception from such requirement contained in clause (9) of Minnesota Statutes, Section
475.60, subdivision 2.
1.02. Sale of Bonds. The City has received four (4)proposals for the purchase of
the Bonds. The most favorable proposal received is that of Cronin &Company, Incorporated, of
Minneapolis, Minnesota (the"Purchaser"), to purchase the Bonds at a price of$1,488,018.95,
the Bonds to bear interest at the rates set forth in Section 3.01 hereof and to be subject to the
further terms and conditions set forth in this Resolution. The proposal is hereby accepted, and
is the Mayor and the City Manager are hereby authorized and directed to execute a contract on the
• part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the
unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. 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,
existing,having happened and having been performed, it is now necessary for this Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
1.04. Maturities of Bonds. The Council hereby finds that the maturities of the
Bonds as set forth in Section 3.01 hereof are warranted by the anticipated collections of special
assessments and ad valorem taxes levied and to be levied for the payment of the Bonds as
provided in Section 4 hereof.
Section 2. 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 IMPROVEMENT BOND, SERIES 2002A
No. R- $
Date of
Interest Rate Maturity Original Issue CUSIP
March 1, 2002
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF ST. ANTHONY,Hennepin and Ramsey Counties,Minnesota(the
"City"), acknowledges itself to be indebted and, for value received, 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 of original issue specified
above,or from the most recent interest payment date to which interest has been paid or duly
provided for, at the annual rate specified above. Interest hereon is payable on February 1 and
August 1 in each year,commencing February 1, 2003, to the person in whose name this Bond is
registered at the close of business on the 15th day(whether or not a business day) of the
immediately preceding month, all subject to the provisions referred to herein with respect to the
• redemption of the principal of this Bond before maturity. The interest hereon and, upon
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• presentation and surrender hereof,the principal hereof, are payable in lawful money of the
United States of America by check or draft of Wells Fargo Bank Minnesota,National
Association, in Minneapolis,Minnesota, as Bond Registrar,Transfer Agent and Paying Agent
(the"Bond Registrar"), or its successor designated under the Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of$1,500,000 (the
"Bonds"), issued pursuant to a resolution adopted by the City Council on March 12, 2002 (the
"Resolution"), for the purpose of financing a portion of the costs of various street improvements
in the City(the"Improvements"), and is issued pursuant to and in full conformity with the
provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Chapters 429 and 475. The Bonds are payable primarily from the 2002
Improvement Bond Fund (the"Fund")of the City. 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 as fully registered bonds in denominations of$5,000 or any multiple thereof, of single
maturities.
Bonds maturing in the years 2004 through 2010 are payable on their respective
stated maturity dates without option of prior payment,but Bonds having stated maturity dates in
2011 and later years are each subject to redemption and prepayment, at the option of the City and
in whole or in part, and if in part, in the maturities selected by the City and,within a maturity, in
$5,000 principal amounts selected by lot, on February 1, 2010 and on any date thereafter, at a
• price equal to the principal amount thereof to be redeemed plus accrued interest to the date of
redemption.
[INSERT REDEMPTION PROVISIONS FOR ANY TERM BONDS.]
At least thirty days prior to the date set for redemption of any Bond,notice of the
call for redemption will be mailed to the Bond Registrar and to the registered owner of each
Bond to be redeemed at his address appearing in the Bond Register,but no defect in or failure to
give such mailed notice of redemption shall affect the validity of the 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 the Bonds so to be redeemed shall, on
the redemption date,become due and payable at the redemption price herein specified and from
and after such date(unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond,
a new Bond or Bonds will be delivered to the registered owner without charge, representing the
remaining principal amount outstanding.
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, as amended.
As provided in the Resolution and subject to certain limitations set forth therein,
this Bond is transferable upon the books of the City at the principal office of the Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
• surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
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• duly executed by the registered owner or his attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the
same aggregate principal amount,bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of Minnesota to
be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in
order to make this Bond a valid and binding general obligation of the City according to its terms,
have been done,do exist,have happened and have been performed in regular and due form as so
required;that prior to the issuance hereof the City has levied or agreed to levy special
assessments on property specially benefited by the Improvements and ad valorem taxes on all
taxable property in the City, collectible in the years and amounts required to produce sums not
less than 5%in excess of the principal of and interest on the Bonds as such principal and interest
respectively become due, and has appropriated the same to the Fund in the manner specified in
• Minnesota Statutes, Section 429.091, Subdivision 4; that, to take care of any accumulated or
anticipated deficiency in the Fund, additional ad valorem taxes are required by law 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.
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 Bond Registrar by the manual signature of a person authorized to sign
on its behalf.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey
Counties,Minnesota,by its City Council,has caused this Bond to be executed by the signatures
of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth
below.
ST. ANTHONY
Ci Manager Mayor
•
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Minneapolis, 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 applicable laws or
• regulations:
TEN COM——as tenants UNIF TRANS MIN ACT. . . . . . . Custodian. . . . . . . .
in common (Cust) (Minor)
TEN ENT——as tenants
by the entireties under Uniform Transfers to
Minors
Act. . . . . . . . . . . . . . . . . . . . . .
JT TEN—— as joint tenants (State)
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 hereby irrevocably constitutes and appoints
attorney to transfer the
•
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® within Bond on the books kept for registration thereof,with full power of substitution in the
premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this
OF ASSIGNEE: assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without alteration,
enlargement or any change whatsoever.
Signature(s)must be guaranteed by an
"eligible guarantor institution"meeting
the requirements of the Bond Registrar,
which requirements include membership
or participation in the Securities Transfer
Association Medalion Program(STAMP)
or such other"signature guaranty program"
as may be determined by the Bond Registrar
• in addition to or in substitution for STAMP,
all in accordance with the Securities Exchange
Act of 1934, as amended.
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Bonds. The
City shall forthwith issue and deliver the Bonds, which shall be denominated"General
Obligation Improvement Bonds, Series 2002A"and shall be payable primarily from the 2002
General Obligation Improvement Bond Fund of the City created in Section 4.02. The Bonds
shall be dated as of March 1, 2002, shall be issuable in the denominations of$5,000 or any
integral multiple thereof, shall mature on February 1 in the years and amounts set forth below,
and Bonds maturing in such years and amounts shall bear interest, computed on the basis of a
360-day year consisting of twelve 30-day months, from March 1, 2002 until paid or duly called
for redemption at the rates per annum set forth opposite such years and amounts, respectively:
•
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• Year Amount Rate Year Amount Rate
2004 $95,000 % 2012 $100,000 %
2005 85,000 2013 105,000
2006 85,000 2014 105,000
2007 90,000 2015 110,000
2008 90,000 2016 115,000
2009 90,000 2017 120,000
2010 95,000 2018 120,000
2011 95,000
The Bonds shall be issuable only in fully registered form, of single maturities.
The interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein,the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1, 2003, to the owners thereof as
such appear of record in the bond register as of the close of business on the fifteenth day of the
immediately preceding month, whether or not such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
• transfer agent and paying agent(the"Registrar"). 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 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.
(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 Bond is 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.
•
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• (d) Cancellation. All Bonds surrendered upon any 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
its 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 such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of,or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
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(except
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 lost, stolen or destroyed,the Registrar shall deliver a new Bond of like
amount,number, interest rate,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
such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by 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 cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed 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.
3.04. Appointment of Initial Registrar. The City hereby appoints Wells Fargo
Bank Minnesota, National Association in Minneapolis, Minnesota, as the initial Registrar. The
Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract
• with Wells Fargo Bank Minnesota,National Association, as Registrar. Upon merger or
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• consolidation of the Registrar with another corporation, if the resulting corporation is a bank or
trust company 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 any Registrar
upon thirty(30)days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor
Registrar. On or before each principal or interest due date,without further order of this Council,
the Finance Director shall transmit to the Registrar from the 2002 Improvement Bond Fund
described in Section 4 hereof,moneys sufficient for the payment of all principal and interest then
due.
3.05. Redemption. (a) Bonds maturing in the years 2004 through 2010 are
payable on their respective stated maturity dates without option of prior payment,but Bonds
maturing in 2011 and later years are each subject to redemption, at the option of the City and in
whole or in part, and if in part, in the maturities selected by the City and,within any maturity,in
$5,000 principal amounts selected by the Registrar by lot, on February 1, 2010 and on any date
thereafter,at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
(b) Bonds maturing in the year shall be subject to mandatory sinking fund
redemption by lot at a redemption price equal to the principal amount of the Bonds to be so
redeemed plus interest accrued thereon to the date fixed for redemption, on February 1, in the
• years and principal amounts set forth below:
Year Amount
*Final Maturity
In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by the
City and canceled by the Registrar and not reissued,the Bonds maturing in the year so
redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed
pursuant to this subsection(b), such credit to be equal to the principal amount of the Bonds
maturing in the year so redeemed or canceled provided that the City has notified the
Register not less than thirty-five(35)days prior to the redemption date of its election to apply
such Bonds as a credit.
(c) Bonds maturing in the year shall be subject to mandatory sinking fund
redemption by lot at a redemption price equal,to the principal amount of the Bonds to be so
redeemed plus interest accrued thereon to the date fixed for redemption, on February 1, in the
0 years and principal amounts set forth below:
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• Year Amount
*Final Maturity
In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by the
City and canceled by the Registrar and not reissued, the Bonds maturing in the year so
redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed
pursuant to this subsection(c), such credit to be equal to the principal amount of the Bonds
maturing in the year so redeemed or canceled provided that the City has notified the
Register not less than thirty-five(35) days prior to the redemption date of its election to apply
such Bonds as a credit.
(d) At least thirty days prior to the date set for redemption of any Bond,the City
shall cause notice of the call for redemption to be mailed to the Registrar and to the registered
owner of each Bond to be redeemed,but 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. The notice of redemption shall specify the redemption date,
• redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the principal office
of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or
portions thereof 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 thereof shall cease to bear interest.
Bonds in a denomination larger than$5,000 may be redeemed in part in any
integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without
charge, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized
denominations equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation 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 said signatures may be printed, engraved, or lithographed
facsimiles thereof. 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
such officer 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 such 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
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• authenticated and delivered under this Resolution. When the Bonds have been so executed and
authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
3.07. 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 from the City to
DTC with respect to the procedures of DTC presently on file with DTC.
• (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, with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds,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 the Representation Letter, 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
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• 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 (d)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 (d)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(d)hereof.
(d) 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.
Section 4. Security Provisions.
4.01. 2002 Improvement Construction Fund. There is hereby created a special
bookkeeping fund to be designated as the"2002 Improvement Construction Fund"(the
"Construction Fund"), to be held and administered by the Finance Director separate and apart
from all other funds of the City. The City appropriates to the Construction Fund(a) $
of the proceeds of the sale of the Bonds, and (b) all collections of special assessments levied for
the Improvements until completion and payment of all costs of the Improvements. The
Construction Fund shall be used solely to defray expenses of the Improvements, including but
not limited to the transfer to the Bond Fund, created in Section 4.02 hereof, of amounts sufficient
for the payment of interest and principal, if any, due upon the Bonds prior to the completion and
payment of all costs of the Improvements and the payment of the expenses incurred by the City
in connection with the issuance of the Bonds. Upon completion and payment of all costs of the
Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be
used to pay the cost, in whole or in part, of any other improvements instituted pursuant to the
Act, as directed by the City Council,but any balance of such proceeds not so used shall be
credited and paid to the Bond Fund.
4.02. 2002 Improvement Bond Fund. So long as any of the Bonds are
• outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a
separate and special bookkeeping fund designated "2002 Improvement Bond Fund" (the"Bond
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• Fund") to be used for no purpose other than the payment of the principal of and interest on the
Bonds and on such other improvement bonds of the City as have been or may be directed to be
paid therefrom. The City irrevocably appropriates to the Bond Fund(a) all amounts in excess of
$ received from the Purchaser, (b) the collections of special assessments and other
funds to be credited and paid thereto in accordance with the provisions of Section 4.01, (c) any
taxes levied in accordance with this resolution, and (d) all such other moneys as shall be received
and appropriated to the Bond Fund from time to time. 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 Council
covenants and agrees that it will each year levy a sufficient amount to take care of any
accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory
tax limitation.
There are hereby established two accounts in the Bond Fund, designated as the
"Debt Service Account"and the"Surplus Account." All money appropriated or to be deposited
in the Bond Fund shall be deposited as received into the Debt Service Account. On each
February 1,the Finance Director shall determine the amount on hand in the Debt Service
Account. If such amount is in excess of one-twelfth of the debt service payable from the Bond
Fund in the immediately preceding 12 months, the Finance Director shall promptly transfer the
amount in excess to the Surplus Account. The City appropriates to the Surplus Account any
amounts to be transferred thereto from the Debt Service Account as herein provided and all
income derived from the investment of amounts on hand in the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient to meet the requirements of the
Bond Fund,the Finance Director shall transfer to the Debt Service Account amounts on hand in
the Surplus Account to the extent necessary to cure such deficiency.
4.03. Additional Bonds. The City reserves the right to issue additional bonds
payable from the Bond Fund as may be required to finance costs of the Improvements not
financed hereby;provided that the City Council shall,prior to the delivery of such additional
bonds, levy or agree to levy by resolution sufficient additional special assessments and ad
valorem taxes, if any, which, together with other moneys or revenues pledged for the payment of
said additional obligations,will produce revenues at least five percent (5%) in excess of the
amount needed to pay when due the principal and interest on all bonds payable from the Bond
Fund. The additional special assessments, ad valorem taxes and moneys or revenues so pledged,
levied or agreed to be levied shall be irrevocably appropriated to the Bond Fund in the manner
provided by Minnesota Statutes, Section 475.61.
4.04. Levy of Special Assessments. The City hereby covenants and agrees that
for payment of the cost of each of the Improvements it will do and perform all acts and things
necessary for the full and valid levy of special assessments against all assessable lots, tracts and
parcels of land benefited thereby and located within the area proposed to be assessed therefor,
based upon the benefits received by each such lot, tract or parcel, in an aggregate principal
amount not less than twenty percent(20%) of the cost of the Improvements. In the event that
any such assessment shall be at any time held invalid with respect to any lot,piece or parcel of
• land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by
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• the City or this Council or any of the City's officers or employees, either in the making of such
assessment or in the performance of any condition precedent thereto, the City and this Council
hereby covenant and agree that they will forthwith do all such further acts and take all such
further proceedings as may be required by law to make such assessments a valid and binding lien
upon such property. The Council presently estimates that the special assessments shall be in the
aggregate principal amount of$309,101 payable in not more than 15 installments, the first
installment to be collectible with taxes during the year 2003, and that deferred installments shall
bear interest at the rate of not less than six and five hundredths percent(6.50%)per annum from
the date of the resolution levying said assessment until December 31 of the year in which the
installment is payable.
4.05. Ad Valorem Taxes. The full faith and credit and taxing powers of the City
are irrevocably pledged for the prompt and full payment of the principal of and interest in the
Bonds as the same become respectively due. For the purpose there is hereby levied upon all of
the taxable property of the City a direct,annual ad valorem tax,which shall be spread upon the
tax rolls prepared in each of the following years and collected with other taxes in the following
years and amounts as follows:
Levy Collection
Year Year Amount
2002 2003 $
2003 2004
2004 2005
2005 2006
2006 2007
2007 2008
2008 2009
2009 2010
2010 2011
2011 2012
2012 2013
2013 2014
2014 2015
2015 2016
2016 2017
The foregoing tax levies are such that if collected in full they will produce at least five percent
(5%) in excess of the amount needed to pay when due the principal of and interest on the Bonds.
This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are
outstanding and unpaid;provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
4.06. Full Faith and Credit Pledged. The full faith and credit of the City are
irrevocably pledged for the prompt and full payment of the principal of and the interest on the
• Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions
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• and covenants contained in this resolution. It is estimated that the special assessments and ad
valorem taxes levied and to be levied for the payment of the Improvements will be collected in
amounts not less than five percent(5%) in excess of the annual principal and interest
requirements of the Bonds. If the money on hand in the Bond Fund should at any time be
insufficient for the payment of principal and interest then due, this City shall pay the principal
and interest out of any fund of the City, and such other fund or funds shall be reimbursed
therefor when sufficient money is available to the Bond Fund. If on October 1 in any year the
sum of the balance in the Bond Fund plus the amount of taxes and special assessments
theretofore levied for the Improvements and collectible through the end of the following calendar
year is not sufficient to pay when due all principal and interest become due on all Bonds payable
therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the
manner provided in this Section 4.06, a direct, irrepealable, ad valorem tax shall be levied on all
taxable property within the corporate limits of the City for the purpose of restoring such
accumulated or anticipated deficiency in accordance with the provisions of this resolution.
Section 5. Defeasance. When any Bond has been discharged as provided in this
Section 5, all pledges,covenants and other rights granted by this resolution to the holders of such
Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution.
The City may discharge its obligations with respect to any Bond which is due on any date by
irrevocably 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, the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum sufficient for the
• payment thereof in full with interest accrued to the date of such deposit. The City may also
discharge its obligations with respect to any prepayable Bond called for redemption on any date
when it is prepayable according to their terms,by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full;,provided that notice of the redemption
thereof has been duly given as provided in Section 3.05. 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 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 times and at such rates and
maturing on such dates as shall be required, without reinvestment,to pay all principal and
interest to become due thereon to maturity or, if notice of redemption as herein required has been
duly provided for, to such earlier redemption date.
Section 6. County Auditor Registration, Certification of Proceedings, Investment
of Money,Arbitrage and Official Statement.
6.01. County Auditor Registration. The City Clerk is hereby authorized and
directed to file a certified copy of this Resolution with the County Auditors of Hennepin and
Ramsey Counties, together with such other information as the County Auditors shall require, and
to obtain from said County Auditors a certificate that the Bonds have been entered on his bond
register and the taxes described in Section 4.05 hereof have been levied as required by law.
6.02. Certification of Proceedings. The officers of the City and the County
• Auditors of Hennepin and Ramsey Counties are hereby authorized and directed to prepare and
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• furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel to the City, certified
copies of all proceedings and records of the City, 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 under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to taxation
under the Internal Revenue Code of 1986, as amended (the"Code"), and Regulations
promulgated thereunder(the"Regulations"), as such are enacted or promulgated and in effect on
the date of issue of the Bonds, and covenants to take any and all actions within its powers to
ensure that the interest on the Bonds will not become subject to taxation under such Code and
Regulations. The Improvements are public improvements available for use by members of the
general public on a substantially equal basis. The City will not enter into any lease, use
agreement or other contract respecting the Improvements which would cause the Bonds to be
considered"private activity bonds"or"private loan bonds"pursuant to Section 141 of the Code.
For purposes of complying with the requirements of Section 148(f)(4)(C)of the
Code relating to the exemption of certain small governmental units from the rebate requirements
of the Code, the City represents that:
• (i) the City is a governmental unit with general taxing powers;
(ii) the Bonds are not"private activity bonds"as defined in Section 141 of the
Code (Private Activity Bonds);
(iii) ninety-five percent of the net proceeds of the Bonds are to be used for the
local governmental purposes of the City; and
(iv) the aggregate face amount of all tax-exempt bonds (other than Private
Activity Bonds) issued by the City in calendar year in which the Bonds are
to be issued is not reasonably expected to exceed $5,000,000.
Therefore,pursuant to the provisions of Section 148(f)(4)(C) of the Code, the City shall not be
required to comply with the arbitrage rebate requirements of paragraphs(2) and(3) of Section
148(f)of the Code.
6.04. Investment of Mone on n Deposit in the Bond Fund. The Finance Director
shall ascertain monthly the amount on deposit in the Bond Fund. If the amount on deposit
therein ever exceeds the aggregate amount of principal and interest due and payable from the
Bond Fund through the next following February 1 plus a reasonable carryover as permitted by
the Regulations, such excess shall be used to prepay and redeem Bonds or be invested at a yield
less than or equal to the yield on the Bonds,based upon their amounts,maturities and interest
• rates on their date of issue, computed by the actuarial method. The City reserves the right to
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• amend the provisions of this Section at any time, whether prior to or after the delivery of the
Bonds, if and to the extent that this Council determines that the provisions of this Section are not
necessary in order to ensure that the Bonds are not"arbitrage bonds"within the meaning of
Section 148 of the Code and Regulations.
6.05. Arbitrage Certification. The Mayor and the 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 certification in
accordance with the provisions of Section 148 of the Code, and the 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.
6.06. Interest Disallowance. 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 2002 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.
6.07. Official Statement. The Official Statement relating to the Bonds, dated
February 26, 2002,prepared and distributed on behalf of the City by Springsted Incorporated, is
• hereby approved. Springsted Incorporated, is hereby authorized of behalf of the City to prepare
and distribute to the Purchaser a supplement to the Official Statement listing the offering price,
the interest rates,other information relating to the Bonds required to be included in the Official
Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934. Within seven business days from the date hereof, the City
shall deliver to the Purchaser 30 copies of the Official Statement and such supplement. 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.
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.
Section 7. 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 original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission(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.
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• If the City fails to comply with any provisions of this Section 7, 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 7, 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 7
constitute a default under the Bonds or under any other provision of this resolution.
As used in this Section 7,"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(b) is treated as the owner of the
Bond for federal income tax purposes. As used herein, "Outstanding"when used as of any
particular time with reference to Bonds means all Bonds theretofore, or thereupon being,
authenticated and delivered by the Registrar under this Resolution except(i) Bonds theretofore
canceled by the Registrar or surrendered to the Registrar for cancellation; (ii)Bonds with respect
• to which the liability of the City has been discharged in accordance with Section 5 hereof; and
(iii) Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall
have been authenticated and delivered by the Registrar pursuant to this Resolution.
(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 365 days after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2002 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,
accompanied by the audit report and opinion of the accountant or government
auditor relating thereto, as permitted or required by the laws of the State of
Minnesota,containing balance sheets as of the end of such fiscal year and a
statement of operations,changes in fund balances and cash flows for the fiscal
year then ended, showing in comparative form such figures for the preceding
fiscal year of the City,prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board as modified
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
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• 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 set forth below, which information may be
unaudited,but is to be certified as to accuracy and completeness in all material
respects by the City's financial officer to the best of his or her knowledge, which
certification may be based on the reliability of information obtained from
governmental or third party sources:
City Property Values
• City Indebtedness
• City Tax Capacity Rates
• City Tax Levies and Collections
• Current General Fund Budget
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 each of the repositories
hereinafter referred to under subsection(b)or the SEC. If the document
incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. 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.
•
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• If the Disclosure Information is changed or this
Section 7 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, notice of the occurrence of any of the
following events which is a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(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 or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
• (1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a"Material Fact" is a fact 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, a"Material Fact" is also 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.
(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 7 pursuant to
subsection(d),together with a copy of such amendment or supplement and any
explanation provided by the City under subsection (d)(2);
•
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• (C) the termination of the obligations of the City under this
Section 7 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. The City agrees to make available the information described
in subsection(b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph(1)of subsection (b), to each then nationally
recognized municipal securities information repository under the Rule and to any state
information depository then designated or operated by the State of Minnesota as contemplated by
the Rule(the"State Depository"), if any;
(2) the information described in paragraphs (2) and(3)of subsection(b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3)the information described in subsection(b), to any rating agency then maintaining a
rating of the Bonds and, at the expense of such Bondowner, to any Bondowner who requests in
• writing such information, at the time of transmission under paragraphs (1) or(2)of this
subsection(c), as the case may be,or, if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
(d) Term, Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the
City under this Section 7 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 7 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 7 (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 the City
Council filed in the office of the City Clerk 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
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• City,or(b)is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule;
(ii) this Section 7 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) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
operating data being provided hereunder.
(3) This Section 7 is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph(b)(5)of the
Rule.
Mayor
Attest:
City Clerk
Reviewed by administration:
i Manager
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Sparks , and upon vote being taken thereon, the following voted in
favor thereof. Hodson, Horst, Faust, Sparks, Thuesen
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor
which signature was attested by the City Clerk.
•
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• COUNTY AUDITOR'S CERTIFICATE AS TO
REGISTRATION OF BONDS AND TAX LEVY
CITY OF ST. ANTHONY, MINNESOTA
I, the undersigned,being the duly qualified and acting County Auditor of
Hennepin County, Minnesota, hereby certify that there has been filed in my office a certified
copy of a resolution of the City Council of the City of St. Anthony, in said County, adopted
March 12,2002, awarding the sale, fixing the form and details and providing for the execution,
delivery and security of$1,500,000 General Obligation Improvement Bonds, Series 2002A, of
the City, to be dated, as of March 1,2002 and levying taxes for the payment of principal of and
interest on said Bonds.
I further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
• WITNESS my hand and official seal this day of , 2002.
Hennepin County Auditor
(SEAL)
•
• COUNTY AUDITOR'S CERTIFICATE AS TO
REGISTRATION OF BONDS AND TAX LEVY
CITY OF ST. ANTHONY, MINNESOTA
I, the undersigned, being the duly qualified and acting County Auditor of Ramsey
County, Minnesota, hereby certify that there has been filed in my office a certified copy of a
resolution of the City Council of the City of St. Anthony, in said County, adopted March 12,
2002, awarding the sale, fixing the form and details and providing for the execution, delivery and
security of$1,500,000 General Obligation Improvement Bonds, Series 2002A, of the City, to be
dated, as of March 1, 2002 and levying taxes for the payment of principal of and interest on said
Bonds.
I further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of , 2002.
Ramsey County Auditor
(SEAL)
•