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Home My WebLink AboutCC RES 09-087 RESOLUTION RELATING TO $1,645,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009B; 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 TH Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 103971 Box: 31 Folder: RES 2009 Document: CC RES 09-087 RESOLUTION RELATING TO $1,645,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 20096; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD VALOREM TAXES FORTH • CERTIFICATION OF MINUTES RELATING TO $1,700,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009B Issuer: City of St. Anthony, Minnesota Governing body: City Council Kind, date, time and place of meeting: A regular meeting held on November 24, 2009, at 7:00 o'clock P.M., at the City Hall. Members present: Ra 611'Wi V,ueseo Members absent: i Jbv— Documents attached: Minutes of said meeting (including): Pages 1 through 22 RESOLUTION 09- 0'9') RESOLUTION RELATING TO $1,645,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009B; 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—,-244hay of November, 2009. • Barb Suciu, ' Clerk • It was reported that six (6) proposals had been received prior to 12:00 Noon, Central Time today for the purchase of the$1,645,000 General Obligation Refunding Bonds, Series 2009B 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: Bidder Purchase Price Interest Rates Net Interest Cost (See Attached) Councilmember Stille then introduced the following resolution and moved its adoption: RESOLUTION 09-087 RESOLUTION RELATING TO $1,645,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 200913; 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. The City has presently outstanding its General Obligation Tax Abatement Bonds, Series 2001 A, initially dated as of February 1, 2001 (the "Series 2001 A Bonds"), its General Obligation Improvement Bonds, Series 2001B, initially dated as of April 1, 2001 (the"Series 2001B Bonds") and its General Obligation Improvement Bonds, Series 2002A, initially dated as of March 1, 2002 (the"Series 2002A Bonds," and together with the Series 2001A Bonds and the Series 2002A Bonds, the "Prior Bonds"). The Series 2001A Bonds were issued pursuant to Minnesota Statutes, Section Section 469.1814 and are payable primarily tax abatements to be derived by the City and Independent School District No. 282 from certain specified properties of the City (the "Tax Abatement Revenue"). The Series 2001B Bonds and Series 2002A were issued to defray the expense incurred and estimated to be incurred by the City in making various water, street and sewer improvements in the City, including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65 and are payable primarily from special assessments which the City has levied or agreed to levy on the property specially benefited by the improvements financed by the issuance of the Bonds and ad valorem taxes levied on all taxable property in the City. This Council hereby determines that it is in the best • interest of the City to issue its $1,645,000 General Obligation Refunding Bonds, Series 2009B (the "Bonds") for the purpose of currently refunding on February 1, 2010 all of the outstanding BID TABULATION $1,700,000* General Obligation Refunding Bonds, Series 2009B CITY OF ST. ANTHONY, MINNESOTA SALE: November 24,2009 AWARD: M &I MARSHALL&ILSLEY BANK RATING: Standard& Poor's Credit Markets"AA" BBI. 4.35% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE M&I MARSHALL& ILSLEY BANK 2011 2.500% 0.650% $1,738,309.80 $152,188.64 2.0451% Milwaukee,Wisconsin 2012 2.500% 1.000% UNITED BANKERS' BANK 2013 2.500% 1.200% Bloomington, Minnesota 2014 2.500% 1.550% 2015 2.500% 1.900% 2016 2.500% 2.200% 2017 2.750% 2.500% 2018 3.000% 2.750% ROBERT W. BAIRD&CO. 2011 2.000% $1,736,293.45 $161,034.67 2.1621% Milwaukee,Wisconsin 2012 2.000% 2013 2.500% 2014 2.500% • 2015 2.500% 2016 3.000% 2017 3.000% 2018 3.000% WACHOVIA BANK NATIONAL ASSOCIATION 2011 2.500% $1,738,963.05 $162,180.70 2.1771% Minneapolis, Minnesota 2012 2.500% 2013 2.500% 2014 2.500% 2015 2.500% 2016 3.000% 2017 3.000% 2018 3.000% *Subsequent to bid opening the issue size was decreased to$1,645,000 with the 2011 maturity decreased$15,000 to$210,000,the 2012 maturity decreased$15,000 to$225,000,the 2013 maturity decreased$5,000 to$225,000,the 2014 maturity decreased $10,000 to$230,000,the 2015 maturity decreased$5,000 to$230,000 and the 2017 maturity decreased$5,000 to$180,000 in maturity value. Adjusted Price-$1,681,981.49 Adjusted Net Interest Cost-$149,256.01 Adjusted TIC-2.0527% • www.ehlers-inc.com EH L E RS Minnesota phone 651-697-8500 3060 Centre Pointe Drive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 • Prior Bonds. The portion of the Bonds issued to refund the Series 2001 A Bonds are referred to as the "Tax Abatement Bonds"and are issued pursuant to the Minnesota Statutes, Section 469.1814 and Chapter 475,the portion of the Bonds issued to refund the Series 2001B Bonds and the Series 2002A Bonds are referred to as the"Improvement Bonds"and are issued pursuant to Minnesota Statutes, Chapter 429. The allocation of the Bonds for this purpose is set forth in Section 3.01 hereof. 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 and Conditions of Sale for the Bonds, six (6) 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 M & I Marshall & Ilsley Bank of Milwaukee, Wisconsin, and associates (the "Purchaser"), to purchase the Bonds at a price of$1,681,981.49, the Bonds to bear interest at the rates set forth in Section 2.01. 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. 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 Improvement 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 Improvement Bonds as provided in Section 5 hereof. Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following form: [The remainder of this page is intentionally left blank] • -2- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION REFUNDING BOND, SERIES 2009B No. R- $ Interest Rate Maturity Date of CUSIP Original Issue December , 2009 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 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 August 1, 2010, 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,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$1,645,000 (the "Bonds"), issued pursuant to a resolution adopted by the City Council on November 24, 2009 (the"Resolution"), for the purpose of refunding bonds issued to finance the construction of park improvements in the City and refunding bonds issued to finance a portion of the costs of various water, street and sewer improvements in 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, Minnesota Statutes, Section 469.1814 and Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities. The Bonds of this series are issuable only as fully registered Bonds, in denominations of$5,000 or any multiple thereof, of single maturities. The Bonds are not subject to redemption prior to maturity. -3- • 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, 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 preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have • been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof the City has pledged to the payment of the principal of and interest on the Bonds (a)tax abatements to be derived by the City and Independent School District No. 282 from certain specified properties of the City in such amount as shall be sufficient to pay all principal of and interest on the portion of the Bonds issued to refund the bonds issued to refinance park improvements in the City, (b) special assessments on property specially benefited by the portion of the Bonds issued to refinance water, street and sewer projects in the City 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 such portion of the Bonds as such principal and interest respectively become due, and has appropriated the same to the payment of such portion of the Bonds in the manner specified in Minnesota Statutes, Section 429.091, Subdivision 4, and (c) if necessary for payment of the principal and interest on this Bond, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the 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. -4- • CITY OF ST. ANTHONY City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: WELLS FARGO BANK,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) • -5- • 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 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 assignment OF ASSIGNEE: 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 Medallion 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.] -6- Section 3. Bond Terms, Execution and Delivery. 3.01. Maturities, Interest Rates,Denominations Payment Dating of Bonds. The Bonds shall be designated General Obligation Refunding Bonds, Series 2009B, shall be originally dated as of December 16, 2009, shall be in the denomination of$5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and amounts stated below, and shall bear interest, computed on the basis of a 360-day year consisting of twelve 30-day months, from December 16, 2009 until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2011 $210,000 2.50% 2015 $230,000 2.50% 2012 225,000 2.50% 2016 240,000 2.50% 2013 225,000 2.50% 2017 180,000 2.75% 2014 230,000 2.50% 2018 105,000 3.00% 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 for the Bonds appointed herein. The portion of the Bonds maturing in the following years and amounts constitute the Tax Abatement Bonds: Year Amount 2011 $45,000 2012 50,000 2013 50,000 2014 55,000 2015 55,000 2016 55,000 The portion of the Bonds maturing in the following years and amounts constitute the Improvement Bonds: Year Amount Year Amount 2011 $165,000 2015 $175,000 2012 175,000 2016 185,000 2013 175,000 2017 180,000 2014 175,000 2018 105,000 3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 2010, to the owners thereof as such appear of -7- • 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) Re ister. 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. (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 i (except for an exchange upon a partial redemption of a Bond), the Registrar may impose -8- • 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 Re ice. The City hereby appoints Wells Fargo Bank, . 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,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 2009B Improvement Bond Fund described in Section 5 hereof, moneys sufficient for the payment of all principal and interest then due. 3.05. Redemption. The Bonds are not subject to redemption prior to maturity. 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 -9- • 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. 3.06. 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 -10- 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 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. Redemption of Prior Bonds. Proceeds of the Bonds are irrevocably appropriated to pay and redeem the Prior Bonds on February 1, 2010. Section 5. Security Provisions. 5.01. 2009B Improvement Bond Fund. So long as any of the Improvement Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a separate and special bookkeeping fund designated "2009B Improvement Bond Fund" (the "Improvement Bond Fund")to be used for no purpose other than the payment of the principal of and interest on the Improvement Bonds and on such other improvement bonds of the City as have been or may be directed to be paid therefrom. If the balance in the Improvement 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 Improvement 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. 5.02. 2009B Tax Abatement Bond Fund. So long as any of the Tax Abatement Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall -11- • maintain a separate and special bookkeeping fund designated"2009B Tax Abatement Bond Fund" (the"Tax Abatement Bond Fund")to be used for no purpose other than the payment of the principal of and interest on the Tax Abatement Bonds and on such other tax abatement bonds of the City as have been or may be directed to be paid therefrom. The Tax Abatement Revenue shall be deposited in the Tax Abatement Bond Fund. If the balance in the Tax Abatement 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 Tax Abatement 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. 5.03. Levy of Special Assessments. For the payment of the cost of each of the improvements financed by the Series 2001 B Bonds and the Series 2002A Bonds the City has levied 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 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. 5.04. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce, together with the anticipated collections of the special assessments levied with respect to the improvements financed by the Series 2001 B Bonds and the Series 2002A Bonds, aggregate amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Improvement Bonds, ad valorem taxes are hereby levied on all taxable property in the City, the taxes to be levied and collected in the following years and amounts: -12- Lew Years Collection Years Amount 2009 2010 $198,219.97 2010 2011 199,880.28 2011 2012 195,286.53 2012 2013 190,692.78 2013 2014 186,099.03 2014 2015 192,005.28 2015 2016 181,899.03 2016 2017 105,263.74 The taxes shall be irrepealable as long as any of the Improvement Bonds are outstanding and unpaid,provided that the City reserves the right and power to reduce the tax levies from other legally available funds, in accordance with the provisions of Minnesota Statutes, Section 475.61. 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 Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also discharge its • obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 7. County Auditor Registration, Certification of Proceedings Investment of Money, Arbitrage and Official Statement. 7.01. 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 each County Auditor a certificate that the Bonds have been entered on his bond register and the taxes described in Section 5.07 hereof have been levied 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 to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as -13- 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 registered owners 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 payable 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 are enacted or promulgated and in effect on the date of issuance 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 includable in gross income of the recipient under the Code and the Regulations. The facilities financed by the Bonds shall at all times during the term of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use agreement, management agreement, capacity agreement or other agreement or contract with any nongovernmental person relating to the use of the facilities financed by the Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code. 7.04. Arbitrage Rebate. 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);ninety-five percent of the net proceeds of the Bonds are to be used for the local governmental purposes of the City; and (iii) the aggregate face amount of all tax-exempt bonds (other than Private Activity Bonds and any refunding bonds not taken into account under Section 148(f)(D)(iii) of the Code) 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 with respect to the Bonds. 7.05. 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 2009 it does not reasonable 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$30,000,000, excluding any tax- exempt obligations which are refundings of a"qualified tax-exempt obligation"which are not taken into account for this purpose under Section 265(b)(3)(D)(ii) of the Code. -14- • 7.06. Official Statement. The Official Statement relating to the Bonds, dated November 6, 2009, 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 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 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. 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, any person or entity which (a) 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 -15- • 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 6 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, 2009 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 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: • 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 -16- 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. • If the Disclosure Information is changed or this Section 8 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; • (I) Defeasances; -17- • (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 8 pursuant to subsection(d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); • (C) the termination of the obligations of the City under this Section 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 -18- • 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 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 (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 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. is -19- Section 9. Redemption of Refunded Bonds. All of the Refunded Bonds shall be called for redemption on the Redemption Date, and the City Administrator is hereby authorized and directed to take all actions necessary to redeem the Refunded Bonds on the Redemption Date. Section 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Resource Bank& Trust Company, Minneapolis, Minnesota, on the closing date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Mayor Attest: City Clerk • • -20- • The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Thuesen, and upon vote being taken thereon,the following voted in favor thereof: Faust, Gray, Roth, Stille and 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. • • -21- ® 'x Levy Cakuiation For. City of St.Anthony, Minnesota $1,645,000 General Obligation Refunding Bonds,Series 2009B Dated Date: 12/1612009 IMPROVEMENT PORTION ONLY (1) (2) (3) Levy Collect Pay Total P&I Less: Less: Net Year Year Year P&I x 105% Spec Assmts Spec Assmts Levy 2009 / 2010 / 2011 203,643 75 213,825 94 12,244.67 14,500.00 187,081 27 •• 2010 / 2011 / 2012 205,225 00 215,486.25 6,49014 7,407.15 201,588.96 2011 / 2012 / 2013 200,850 00 210,892.50 6,490.13 7,40715 196,995.22 2012 / 2013 / 2014 196,475.00 206,298 75 6,49013 7,40715 192,401 47 2013 / 2014 / 2015 192,100 00 201,705 00 6,49013 7,407 15 187,807 72 2014 / 2015 / 2016 197,725.00 207,611 25 6,490.13 7,40715 193,713.97 2015 / 2016 / 2017 188,100 00 197,505.00 6,49013 7,40715 183,607 72 2016 / 2017 / 2018 108,150 00 113,557.50 7,407 15 106,150 35 Totals 1,492,268.75 1,566,882 19 51,185.46 66,350 05 1,449,346 68 • (1) Protected special assessment revenue based on$51,185 46 remaining on the Series 2001 B Bonds (2) Projected special assessment revenue based on $66,350 05 remaining on the Series 2002A Bonds. (3) Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments Note Excess bond proceeds in the amount of$1,281 49(contingency)will be deposited into the Debt Service Fund for the Series 2009B Bonds This amount has already been levied Note, Original tax levies for collection years 2011 through 2017 on the Series 2002A Bonds and the Series 2001 B Bonds will be cancelled. FREERS 6 ASSOCIATES INC •