HomeMy WebLinkAboutCC RES 03-083 A RESOLUTION RELATING TO $585, 000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003D; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR AND LEV Meeting Sheet
IIIIII (IIIIVIIIVIIIVIIIVIIIIIIIIIII
104572
Box: 31
Folder: RES 2003
Document: CC RES 03-083 A RESOLUTION RELATING TO $585, 000
GENERAL OBLIGATION REFUNDING BONDS, SERIES 200313;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE
FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND THE SECURITY THEREFOR AND LEV
CERTIFICATION OF MINUTES RELATING TO
$585,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003D
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date,time and place of meeting: A regular meeting, held on September 23, 2003,
at 7:00 o'clock p.m., at the City Hall.
Members present:
Members absent: nOn e—
Documents Attached:
Minutes of said meeting (pages): 1 through 21
RESOLUTION NO. 03- 093
RESOLUTION RELATING TO $585,000 GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2003D; AUTHORIZING THE ISSUANCE,AWARDING THE
SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION
AND DELIVERY THEREOF AND THE 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 said corporation in my legal custody, from which they have been transcribed;that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said obligations; and that said 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
of such meeting given as required by law.
WITNESS my hand officially as such recording officer this�3 day of
September, 2003.
Connie Kroeplin, City Clerk
•
It was reported that seven (7)proposals had been received prior to 12:00 Noon,
Central Time today for the purchase of the $585,000 General Obligation Refunding Bonds,
Series 2003D of the City in accordance with the Official Statement distributed by the City to
potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms of
each have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See attached]
•
• BID TABULATION
$585,000 General Obligation Refunding Bonds, Series 2003D
CITY OF ST. ANTHONY, MINNESOTA
SALE: September 23, 2003
AWARD: UMB BANK, N.A.
RATING: Moody's Investors Service "Al" BBI: 4.84%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
UMB BANK, N.A. 2005 1250% 1.250% $581,419.80 $63,090.80 2.6436%
Kansas City, Missouri 2006 1.600% 1.600%
2007 2.000% 2.000%
2008 2.300% 2.300%
2009 2.600% 2600%
2010 3.000% 3.000%
2011 3.200% 3250%
UNITED BANKERS BANK 2005 1.500% $580,905.00 $64,947.93 2.7216%
�omington, Minnesota 2006 1.500%
2007 1.900%
2008 2.300%
2009 2.650%
2010 3.250%
2011 3.250%
CRONIN &COMPANY, INC. 2005 2500% $588,382.55 $67,104.26 2.7924%
Minneapolis, Minnesota 2006 2.500%
2007 2.500%
2008 2.500%
2009 3.000%
2010 3500%
2011 3.500%
MILLER JOHNSON STEICHEN KINNARD 2005 1500% $579,15000 $66,634.51 2.7998%
INVESTMENT SECURITIES, INC. 2006 1.750%
Minneapolis, Minnesota 2007 2.000%
2008 2.250%
2009 2.750%
2010 3.000%
2011 3.250%
EHLERS L E A D E R S I N PB L I C F I N A N C E
3060 Centre Pointe Drive,, Roseville, MN 55113-1105
651.697.8500 fax 651.697 8555 www ehlers-inc conn
& ASSOCIATES INC
Offices in Roseville, MN, Brookfield, WI and Naperville, IL
t
J
$585,000 General Obligation Refunding Bonds, Series 2003D 2
City of St.Anthony, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC. 2005 1.250% $579,150.00 $66,870.76 2.8081%
Minneapolis, Minnesota 2006 1.500%
2007 2.000%
2008 2.350%
2009 2.700%
2010 3.200%
2011 3.200%
COMMERCE BANK, N.A. 2005 1.500% $579,735.00 $67,767.42 2.8454%
Kansas City, Missouri 2006 1.700%
2007 2.100%
2008 2.450%
2009 2.800%
2010 3.050%
2011 3.300%
RBC DAIN RAUSCHER INC. 2005 1.500% $579,168.40 $69,829.66 2.9351%
Minneapolis, Minnesota 2006 2.000%
2007 2.250% •
2008 2.500%
2009 2.750%
2010 3.100%
2011 3.350%
` , 1
Councilmember Sparks introduced the following resolution and moved its
adoption,the reading of which was dispensed with by unanimous consent:
RESOLUTION NO. 03-083
RESOLUTION RELATING TO $585,000 GENERAL OBLIGATION
IMPROVEMENT AND REFUNDING BONDS, SERIES 200313; AUTHORIZING THE
ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS,
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE
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.
1.01. Authorization. This Council hereby determines that it is in the best
interests of the City to issue its $585,000 General Obligation Refunding Bonds, Series 2003,
subject to adjustment in accordance with the Terms of Proposal (the "Bonds"), of the City to
refund in advance of their maturity the 2005 through 2009 maturities, aggregating $180,000 in
principal amount, of the outstanding General Obligation Improvement Bonds, Series 1993A,
dated August 1, 1993 (the "1993A Refunded Bonds") and the 2005 through 2010 maturities,
aggregating $265,000 in principal amount, of the outstanding General Obligation Improvement
Bonds, Series 1994B, dated June 1, 1994 (the "1994B Refunded Bonds") on February 1, 2004
and to refund in advance of their maturity the 2006 through 2011 maturities, aggregating
$440,000 in principal amount, of the outstanding General Obligation Improvement Bonds, Series
1995A, dated March 1, 1995 (the "1995A Refunded Bonds" in a"crossover refunding" of the
1995A Refunded Bonds as defined in Minnesota Statutes, Section 475.17, subdivision 13. The
1993A Refunded Bonds, the 1994B Refunded Bonds and the 1995A Refunded Bonds are
together referred to as the "Refunded Bonds."
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an
independent financial advisor,to assist the City in connection with the sale of the Bonds. The
Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph
(9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60,
Subdivision 1. Pursuant to the Terms of Proposal for the sale of the Bonds, seven (7)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 true interest cost under the terms of each bid have been determined. The
most favorable proposal received is that of UMB Bank,N.A., of Kansas City, Missouri, and
associates (the "Purchaser"), to purchase the Bonds at a price of$581,419.80, the Bonds to bear
interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and 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. Issuance of Bonds. 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 prior to the issuance of the Bonds have been done, do exist, have happened, and have
been performed, wherefore it is now necessary for this Council to establish the form and terms of
the Bonds, to provide for the security thereof, and to issue the Bonds forthwith.
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 REFUNDING BOND,
SERIES 2003D
No. R- $
Date of
Rate Maturity Original Issue CUSIP
February 1, November 5, 2003
REGISTERED
OWNER: CEDE & CO.
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 above named, the principal amount indicated above, on the maturity date
specified above, with interest thereon from the date of original issue specified above at the
annual rate specified above computed on the basis of a 360-day year consisting of twelve 30-day
months, payable on February 1 and August 1 in each year, commencing August 1, 2004, 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 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,
-2-
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$585,000 (the
"Bonds"), all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on September 23,
2003 (the "Resolution")to refund in advance of maturity certain general obligation bonds of the
City, 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. This Bond is payable primarily from the 2003 Refunding Bond Fund (the "Fund") of
the City, but the City is required by law to pay maturing principal hereof and interest thereon out
of any funds in the treasury if moneys on hand in the Fund are insufficient therefor. The Bonds
are issuable only as fully registered bonds, in denominations of$5,000 or any integral multiple
thereof, of single maturities.
Bonds maturing in the years 2005 through 2008 are payable on their respective
stated maturity dates without option of prior payment, but Bonds having stated maturity dates in
the years 2009 through 2011 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 by lot,
assigned in proportion to their principal amount, within any maturity, on February 1, 2008 and
on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus
interest accrued to the date of redemption.
• 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 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 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.
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,
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.
• -3-
The Bonds have been designated by the Issuer as "qualified tax-exempt
• obligations"pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
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 it a valid and binding general obligation of the City according to its terms have
been done, do exist, have happened and have been performed 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 local improvements refinanced by the Bonds and ad valorem taxes on all taxable
property within 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 charter, 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 manual signature of a person authorized to sign on
its behalf.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey
Counties, State of 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.
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
-4-
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 the applicable laws
or regulations:
TEN COM—as tenants UNIF TRANS MIN ACT.............Custodian.............
in common (Cust) (Minor)
TEN ENT—as tenants under Uniform Transfers to Minors
by the entireties Act...................................................
(State)
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 hereby irrevocably constitutes and appoints
attorney to transfer the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
• -5-
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.
• [End of Bond Form]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The Bonds shall be
originally dated as November 5, 2003, shall be issuable in the denomination of$5,000 each 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 from date of original
issue until paid or duly called for redemption at the rates per annum shown opposite such years
and amounts as follows:
Year Amount Rate Year Amount Rate
2005 $ 65,000 1.25% 2009 $100,000 2.60%
2006 100,000 1.60% 2010 80,000 3.00%
2007 95,000 2.00% 2011 45,000 3.20%
2008 100,000 2.30%
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar described herein. Each Bond shall be dated by the Registrar as of the date of its
authentication.
• -6-
3.02. Dates: Interest Payment Dates. Interest on the Bonds shall be payable on
• February 1 and August 1 in each year, commencing August 1, 2004, to the owner of record
thereof as of the close of business on the fifteenth day of the immediately preceding month,
whether or not such day is a business day. Interest on the Bonds will be computed on the basis
of a 360-day year consisting of twelve 30-day months and will be rounded pursuant to the rules
of the Municipal Securities Rulemaking Board.
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 corporate trust 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 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 and maturity, as requested by the registered owner or
the owner's attorney duly authorized in writing.
(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 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
• -7-
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, maturity date and tenor in exchange and substitution fot 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 filing with the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, 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 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.
• 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
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 2003 Refunding Bond Fund
described in Section 5 hereof, moneys sufficient for the payment of all principal and interest then
due.
3.05. Redemption. (a) Bonds maturing in the years 2005 through 2008 are
payable on their respective stated maturity dates without option of prior payment, but Bonds
maturing in 2009 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, 2008 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.
• -8-
• (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
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.
• -9-
"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.
(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
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
-10-
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. Use of Proceeds and Escrow Account. Upon payment for the Bonds
by the Purchaser, the Finance Director shall deposit and apply the proceeds of the Bonds as
follows:
(a) $331,244.00 shall be deposited in the sinking fund established for the 1993A
Refunded Bonds and 1994B Refunded Bonds to be applied to their redemption and prepayment
on the Redemption Date, in accordance with the provisions of the resolutions authorizing their
issuance.
(b) There is hereby established as a separate account known as the "Escrow
Account" in the 2003 Refunding Bond Account referred to in Section 5.01 hereof. The proceeds
of the Bonds in the amount of$232,309.83 shall be deposited into the Escrow Account and there
is irrevocably appropriated from such Escrow Account for the payment of interest to become due
on the Bonds $4,389.00 on August 1, 2004 and $2,970.00 on February 1, 2005, and for the
payment and redemption of the principal amount of the 1995A Refunded Bonds on the February
• 1, 2005 (the "Crossover Date"). The Finance Director is hereby authorized and directed,
simultaneously with the delivery of the Bonds, to deposit the proceeds thereof, to the extent
described above, in escrow with Wells Fargo Bank Minnesota,National Association, in
Minneapolis, Minnesota(the "Escrow Agent"), a banking institution whose deposits are insured
by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less
than $500,000, and shall invest the funds so deposited 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 make the above-described payments. The Mayor and City Manager are hereby
authorized to enter into an Escrow Agreement with the Escrow Agent for the 1995A Refunded
Bonds establishing the terms and conditions for the escrow account in accordance with
Minnesota Statutes, Section 475.67.
(c) Of the remaining proceeds of the Bonds, $18,311.00 shall be applied to pay
issuance expenses, and $254.97, together with any accrued interest on the Bonds shall be
deposited in the 2003 Refunding Bond Fund created pursuant to Section 5.01 hereof.
Section 5. Security Provisions.
5.01. 2003 Refunding 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 "2003 Refunding Bond Fund" (hereinafter referred to
as the "Bond Fund") to be used for no purpose other than the payment of the principal of and
-11-
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) the
amounts appropriated in Section 4 for the payment of interest on the Bonds, (b)upon the
retirement of the Refunded Bonds all amounts on deposit in the debt service fund maintained for
the payment of the Refunded Bonds and all future collections of special assessments received
with respect to the improvements financed by the Refunded Bonds; (c) any taxes levied in
accordance with this resolution, (d) all income derived from the investment of amounts on hand
in the Bond Fund, and (e) 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.
5.02. 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
2004 2005 See attached
2005 2006 tax levy calculation
2006 2007
2007 2008
2008 2009
2009 2010
2010 2011
-12-
Levy Cakuladon For:
City of St Anthony,Minnesota
$585,000 General Obligation Refunding Bonds,Series 2003D
Dated Date:11/5/2003
Principal (2) (3) (4) (5) (5)
Levy Collect Pay Total Funds P&I Less: Less: Less: Net Tax
Year Year Year P&I Available(1) x 105% Spec Assmts Spec Assmts Spec Assmts Levy Levy
2003 / 2004 / 2005 81,170 60 25497 84,961 41 13,101.07 21,456 00 27,368 00 23,036 34 23,037
2004 / 2005 / 2006 112,240 00 117,852.00 12,443 56 21,456.00 27,368 00 56,584 44 56,585
2005 / 2006 / 2007 105,640.00 110,922 00 11,786.05 21,456.00 27,368 00 50,311 95 50,312
2006 / 2007 I 2008 108,740 00 114,177.00 11,128 55 21,456.00 27,368.00 54,224 45 54,225
2007 / 2008 / 2009 106,440 00 111,762.00 10,464 00 21,456.00 27,368 00 52,474 00 52,474
2008 / 2009 / 2010 83,840.00 88,032 00 21,456 00 27,368 00 39,208 00 39,208
2009 / 2010 / 2011 46,44000 48,762.00 27,368.00 21,39400 21,394
Totals 644,510.60 25497 676,468 41 58,923.23 128,736 00 191,576 00 297,233 18 297,235
(1) The following funds are available to pay a portion of the interest payment due August 1,2004,
Excess Bond Proceeds. $25497
(2) Projected special assessment revenue based on original assessments for the Series 1993A Bonds($147,203 @ 6 70%for 15 years).
• (3) Projected special assessment revenue based on onginal assessments for the Series 1994B Bonds($183,750 @ 7.70%for 15 years)
(4) Projected special assessment revenue based on original assessments for the Series 1996 Bonds($235,790 @ 7 70%for 15 years)
(5) Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments
Notes, Original tax levies for collection years 2004 through 2008 on the Series 1993A Bonds,collection years 2004 through 2009 on the Series 1994B Bonds,and collection
years 2004 through 2010 on the Series 1996 Bonds will be cancelled
FREERS
6 ASSOCIATES INC
•
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.
5.03. 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
and covenants contained in this resolution. It is estimated that the amounts appropriated in
Section 4 hereof for the payment of interest on the Bonds and the taxes and special assessments
levied and to be levied for the payment of the improvements financed by the Refunded Bonds
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 5.03, 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 6. 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 holders 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 paying agent 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 paying agent a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit. The City may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or securities which are general
obligations of the United States or securities of United States agencies which are authorized by
law to be so deposited, bearing interest payable at such time 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.
Section 7. Registration, Certification of Proceedings, Investment of Mone
Arbitrage, Official Statement.
7.01. Registration. The City Manager 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 he shall require, and to obtain from each County Auditor
-13-
a certificate that the Bonds have been entered on his bond register and that the tax required for
• the payment thereof has been levied and filed as required by law.
7.02. 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
furnish to the Purchaser, and to Dorsey& Whitney LLP, Bond Counsel, 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.
7.03. 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 financed with the Refunded Bonds and any other improvements
financed pursuant to Section 5.01 will be owned and maintained by the City and available for use
by members of the general public on a substantially equal basis. The City shall not enter into
any lease, use or other agreement with any non-governmental person relating to the use of such
• improvements or security for the payment of the Bonds which might cause the Bonds to be
considered "private activity bonds" or"private loan bonds" within the meaning of Section 141 of
the Code.
7.04. Arbitrage Rebate. The City shall take actions as are required to comply
with the arbitrage rebate requirements of paragraphs (2) and(3) of Section 148(f) of the Code.
7.05. 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
the provisions of Section 148 of the Code,and Section 1.148-2(b)(2) of the Regulations, stating
the facts and estimates 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 said Code and Regulations.
7.06. 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 2003 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.
• -14-
7.07. Official Statement. The Official Statement relating to the Bonds, dated
• September 11, 2003, prepared and distributed on behalf of the City by Ehlers &Associates, Inc.,
is hereby approved. Ehlers&Associates, Inc., 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 50 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.
7.08. Redemption of Refunded Bonds. The 1993A Refunded Bonds and the
1994B Refunded Bonds shall be called for redemption on February 1, 2004 and the 1995A
Refunded Bonds shall be called for redemption on February 1, 2005, and the City Manager is
hereby authorized and directed to take all actions necessary to redeem the Refunded Bonds.
Section 8. 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 (as hereinafter defined). 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 8, 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 8, 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 8 constitute a
default under the Bonds or under any other provision of this resolution.
As used in this Section 8, "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,
• -15-
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 "means when used with
reference to Bonds means all Bonds which have been issued and authenticated by the Registrar
except(i) Bonds which have been paid in full (ii) Bonds which have been cancelled by the
Registrar or surrendered to the Registrar for cancellation and (iii) Bonds which have been
discharged as provided in Section 6 hereof.
(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, 2003 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,
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
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 fiscal officer of the City, to the best of his or her knowledge,
which certification may be based on the reliability of information obtained from
governmental or other third party sources:
Current Property Valuations; Direct Debt; Tax Levies and Collections; Population
Trend; Employment/Unemployment.
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.
• -16-
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) of this subsection (b)), 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 8 is amended as permitted by this
paragraph(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;
(I) 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
-17-
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 (1) of this subsection(b) at the time specified
thereunder;
(B) the amendment or supplementing of this Section 8 pursuant to
subsection(d), together with a copy of such amendment or supplement and
any explanation provided by the City under paragraph (2) of subsection (d);
(C) the termination of the obligations of the City under this Section 8
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 8 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the
City under this Section 8 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
• -18-
action or final judicial or administrative actions or proceedings,the failure of the City to comply
• with the requirements of this Section 8 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 8 (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(3) of subsection(b)) 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 8 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 8 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.
Section 9. Authorization of Pavment 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 Resource Bank& Trust Company, Minneapolis, Minnesota, on
the closing date for further distribution as directed by the City's financial advisor, Ehlers&
Associates, Inc.
Randy Hodson
Mayor
Attest:
Connie Kroeplin
City Clerk
• -19-
r
•
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember N/A, and upon vote being taken thereon, the following voted in favor thereof.
Hodson, Faust, Horst, 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.
•
• -20-