HomeMy WebLinkAboutCC RES 10-031 RESOLUTION RELATING TO $1,375,000 GENERAL OBLIGATION STREET RECONSTRUCTION BONDS, SERIES 2010A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD VALOREM Meeting Sheet
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103932
Box: 31
Folder: RES 2010
Document: CC RES 10-031 RESOLUTION RELATING TO $1,375,000
GENERAL OBLIGATION STREET RECONSTRUCTION BONDS, SERIES
2010A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND
SECURITY THEREFOR AND LEVYING AD VALOREM
CERTIFICATION OF MINUTES RELATING TO
$1,375,000 GENERAL OBLIGATION STREET RECONSTRUCTION BONDS,
SERIES 2010A
Issuer: City of St. Anthony, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on April 27, 2010,
at 7:00 o'clock P.M., at the City Hall.
Members present: P Lk1�, Aeby, Fv+iA
Members absent: No r\L-
Documents attached:
Minutes of said meeting (including): Pages 1 through 21
RESOLUTION 10-
RESOLUTION RELATING TO $1,375,000 GENERAL OBLIGATION
STREET RECONSTRUCTION BONDS, SERIES 2010A; 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� l 1 day of April, 2010.
&JA b 2(06, A�(W�
Barb Suciu, Ci rk
It was reported that five (5) proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $1,375,000 General Obligation Street Reconstruction Bonds,
Series 2010A 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)
BID TABULATION
$1,375,000 General Obligation Street Reconstruction Bonds, Series 2010A
CITY OF ST. ANTHONY, MINNESOTA
SALE: April 27, 2010
AWARD: WELLS FARGO ADVISORS
RATING: Standard & Poor's Credit Markets"AA" BBI: 4.37%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
WELLS FARGO ADVISORS 2012 2.250% 0.950% $1,362,901.80 $416,675.82 3.2585%
St. Louis, Missouri 2013 2.250% 1.250%
2014 2.250% 1.600%
2015 2.250% 1.900%
2016 2.250% 2.300%
2017 2.500% 2.600%
2018 2.750% 2.800%
2019 3.000% 3.000%
2020 3.100% 3.150%
2021 3.125% 3.250%
2022 3.300% 3.350%
2023 3.375% 3.400%
2024 3.375% 3.500%
2025 3.600% 3.650%
2026 3.625% 3.700%
UNITED BANKERS' BANK 2012 0.900% $1,361,250.00 $436,713.70 3.4073%
Bloomington, Minnesota 2013 1.500%
2014 1.500%
2015 2.250%
2016 2.250%
2017 2.750%
2018 2.750%
2019 3.150%
2020 3.150%
2021 3.450%
2022 3.450%
2023 3.650%
2024 3.650%
2025 3.850%
2026 3.850%
www.ehlers-inc.com
EH LE 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
$1,375,000 General Obligation Street Reconstruction Bonds, Series 2010A Page 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. 2012 2.000% $1,363,425.50 $436,763.74 3.4100%
Minneapolis, Minnesota 2013 2.000%
2014 2.000%
2015 2.000%
2016 2.400%
2017 2.750%
2018 3.000%
2019 3.150%
2020 3.250%
2021 3.350%
2022 3.450%
2023 3.550%
2024 3.650%
2025 3.750%
2026 3.850%
BAIRD 2012 2.000% $1,383,546.15 $447,957.48 3.4592%
Milwaukee,Wisconsin 2013 2.000%
2014 2.000%
2015 2.250%
2016 2.500%
2017 3.000%
2018 3.000%
2019 3.000%
2020 3.125%
2021 4.000%
2022 4.000%
2023 4.000%
2024 4.000%
2025 4.000%
2026 4.000%
CRONIN & COMPANY, INC. 2012 2.000% $1,406,401.15 $451,727.67 3.4625%
Minneapolis, Minnesota 2013 2.000%
2014 2.500%
2015 3.000%
2016 3.000%
2017 3.500%
2018 3.500%
2019 3.750%
2020 4.000%
2021 4.000%
2022 4.000%
2023 4.000%
2024 4.000%
2025 4.000%
2026 4.000%
Councilmember Stille then introduced the following resolution and moved its adoption:
RESOLUTION 10-031
RESOLUTION RELATING TO $1,375,000 GENERAL OBLIGATION
STREET RECONSTRUCTION BONDS, SERIES 2010A; 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 Council, hereby determines that it is in the best interests
of the City to issue its General Obligation Street Reconstruction Bonds, Series 2010A (the
"Bonds"), in the approximate principal amount of$1,375,000. The proceeds of the Bonds will
be used, together with any additional funds of the City which might be required, to finance the
cost of street reconstruction projects (the "Projects"), as described in the 5-Year Street
Reconstruction Plan adopted by this Council, following a public hearing, on March 23, 2010,
pursuant to Minnesota Statutes, Section 475.58, subdivision 3b. A petition requesting a vote on
the question of issuing the Bonds, signed by voters equal to five percent of the votes cast in the
last municipal general election, was not filed within 30 days of the public hearing. Accordingly,
the issuance of the Bonds is authorized without an election.
1.02. Sale of Bonds. The City has received five (5) proposals for the purchase of the
Bonds. The most favorable proposal received is that of Wells Fargo Advisors, of St. Louis,
Missouri (the"Purchaser"), to purchase the Bonds at a price of$1,362,901.80, the Bonds to bear
interest at the rates set forth in Section 3.01 hereof and to be subject to the further terms and
conditions set forth in this Resolution. The proposal is hereby accepted, and 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.
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 STREET RECONSTRUCTION BOND, SERIES 2010A
No. R- $
Date of
Interest Rate Maturity Original Issue CUSIP
% February 1, 20_ May 20, 2010
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 February 1, 2011, 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$1,375,000 (the
"Bonds"), issued pursuant to a resolution adopted by the City Council on April 27, 2010 (the
"Resolution"), to provide funds to finance various street reconstruction projects pursuant to the
5-Year Street Reconstruction Plan approved by the City Council in accordance with Minnesota
Statutes, Section 475.58, subdivision 3b, and is issued pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Chapter 475. The Bonds are issuable only as fully registered bonds in denominations of
$5,000 or any multiple thereof, of single maturities.
Bonds maturing in the years 2012 through 2017 are payable on their respective stated
maturity dates without option of prior payment, but Bonds having stated maturity dates in 2018
and later years are each subject to redemption and prepayment, at the option of the City and in
whole or in part, and if in part, in the maturities selected by the City and, within a maturity, in
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$5,000 principal amounts selected by lot, on February 1, 2017 and on any date thereafter, at a
price equal to the principal amount thereof to be redeemed plus accrued interest to the date of
redemption.
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be
redeemed at his address appearing in the Bond Register, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of the proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bond or portions of
Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
The Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the
same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to
make this Bond a valid and binding general obligation of the City according to its terms, have
been done, do exist, have happened and have been performed in regular and due form as so
required; that the City has established its 2010A Street Reconstruction Bond Fund and has
appropriated thereto ad valorem taxes heretofore levied on all taxable property in the City, which
taxes will be collectible for the years and in amounts sufficient to produce sums not less than five
percent in excess of the principal of and interest on the Bonds when due; that if necessary for
payment of such principal and interest, additional ad valorem taxes are required to be levied
upon all taxable property in the City, without limitation as to rate or amount; that the issuance of
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this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Bond Registrar by the manual signature of a person authorized to sign on
its behalf.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties,
Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the
Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below.
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)
TEN ENT——as tenants
by the entireties under Uniform Transfers to
Minors
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Act. . . . . . . . . . . . . . . . . . . . . .
.1T TEN -- as joint tenants with (State)
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
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, Dating of Bonds. The City
shall forthwith issue and deliver the Bonds, which shall be denominated "General Obligation
Street Reconstruction Bonds, Series 2010A" and shall be payable primarily from the 2010
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General Obligation Street Improvement Bond Fund of the City created in Section 4.02. The
Bonds shall be dated as of May 20, 2010, shall be issuable in the denominations of$5.000 or any
integral multiple thereof shall mature on February 1 in the years and amounts set forth below,
and Bonds maturing in such years and amounts shall bear interest, computed on the basis of a
360-day year consisting of twelve 30-day months, from May 20, 2010 until paid or duly called
for redemption at the rates per annum set forth opposite such years and amounts, respectively:
Year Amount Rate Year Amount Rate
2012 $ 75,000 2.250 % 2020 $ 95,000 3.100 %
2013 75,000 2.250 % 2021 95,000 3.125 %
2014 80,000 2.250 % 2022 100,000 3.300 %
2015 80,000 2.250 % 2023 105,000 3.375 %
2016 80,000 2.250 % 2024 105,000 3.375 %
2017 85,000 2.500 % 2025 110,000 3.600 %
2018 85,000 2.750 % 2026 115,000 3.625 %
2019 90,000 3.000 %
The Bonds shall be issuable only in fully registered form, of single maturities. The
interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and
August 1 in each year, commencing February 1, 2011, to the owners thereof as such appear of
record in the bond register as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto shall be as follows:
(a) 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.
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A ,
(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) Improver or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
its refusal, in good faith,to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond,whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount, number, interest rate, maturity date and tenor in exchange and substitution for
and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
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r
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
3.04. Appointment of Initial Registrar. The City hereby appoints Wells Fargo Bank,
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 2010A Improvement Bond Fund described in Section 4 hereof,
moneys sufficient for the payment of all principal and interest then due.
3.05. Redemption. (a) Bonds maturing in the years 2012 through 2017 are payable on
their respective stated maturity dates without option of prior payment,but Bonds maturing in
2018 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, 2017 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
(b) 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
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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.
"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
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the principal of or interest on the Bonds, with respect to any notice which is pennitted 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 detennines 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 pennitted under paragraph (b)
or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
Section 4. Security Provisions.
4.01. 2010A Street Reconstruction Construction Fund. There is hereby created a special
bookkeeping fund to be designated as the "2010A Street Reconstruction Construction Fund" (the
"Construction Fund"), to be held and administered by the Finance Director separate and apart
from all other funds of the City. To the Construction Fund there shall be credited from the
proceeds of the Bonds, exclusive of unused discount and capitalized and accrued interest, an
amount equal to the estimated cost of the Projects and from the Construction Fund there shall be
paid all construction costs and expenses incurred by the City in construction of the Projects.
After payment of all construction costs, the Construction Fund shall be discontinued and any
Bond proceeds remaining therein received shall be credited to the Bond Fund described in
Section 4.02 hereof.
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4.02. 2010A Street Reconstruction 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 '`2010A Street Reconstruction Bond Fund"
(the "Bond Fund'') to be used for no purpose other than the payment of the principal of and
interest on the Bonds and on such other Street Reconstruction Bonds of the City as have been or
may be directed to be paid therefrom. The City irrevocably appropriates to the Bond Fund (a) all
amounts in excess of$1,357,813 received from the Purchaser, plus capitalized interest in the
amount of$28,145.12, (b) any taxes levied in accordance with this resolution, and (c) all such
other moneys as shall be received and appropriated to the Bond Fund from time to time. If the
balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on
all bonds payable therefrom, the payment shall be made from any fund of the City which is
available for that purpose, subject to reimbursement from the Bond Fund when the balance
therein is sufficient, and the Council covenants and agrees that it will each year levy a sufficient
amount to take care of any accumulated or anticipated deficiency, which levy is not subject to
any constitutional or statutory tax limitation.
There are hereby established two accounts in the Bond Fund, designated as the "Debt
Service Account" and the "Surplus Account." All money appropriated or to be deposited in the
Bond Fund shall be deposited as received into the Debt Service Account. On each February 1,
the Finance Director shall determine the amount on hand in the Debt Service Account. If such
amount is in excess of one-twelfth of the debt service payable from the Bond Fund in the
immediately preceding 12 months, the Finance Director shall promptly transfer the amount in
excess to the Surplus Account. The City appropriates to the Surplus Account any amounts to be
transferred thereto from the Debt Service Account as herein provided and all income derived
from the investment of amounts on hand in the Surplus Account. If at any time the amount on
hand in the Debt Service Account is insufficient to meet the requirements of the Bond Fund, the
Finance Director shall transfer to the Debt Service Account amounts on hand in the Surplus
Account to the extent necessary to cure such deficiency.
4.03. Additional Bonds. The City reserves the right to issue additional bonds payable
from the Bond Fund as may be required to finance costs of the Projects not financed hereby;
provided that the City Council shall, prior to the delivery of such additional bonds, levy or agree
to levy by resolution sufficient additional ad valorem taxes, if any, which, together with other
moneys or revenues pledged for the payment of said additional obligations, will produce
revenues at least five percent (5%) in excess of the amount needed to pay when due the principal
and interest on all bonds payable from the Bond Fund. The additional ad valorem taxes and
moneys or revenues so pledged, levied or agreed to be levied shall be irrevocably appropriated to
the Bond Fund in the manner provided by Minnesota Statutes, Section 475.61.
4.04. 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:
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Levy Collection
Year Year Amount
See attached levy calculation
The foregoing tax levies are such that if collected in full they will produce at least five percent
(5%) in excess of the amount needed to pay when due the principal of and interest on the Bonds.
This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are
outstanding and unpaid; provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
4.05. 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 ad valorem taxes levied and to be levied for
the payment of the Projects 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
February 1 in any year the sum of the balance in the Bond Fund plus the amount of taxes
theretofore levied for the Projects and collectible through the end of the following calendar year
is not sufficient to pay when due all principal and interest become due on all Bonds payable
therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the
manner provided in this Section 4.05, a direct, irrepealable, ad valorem tax shall be levied on all
taxable property within the corporate limits of the City for the purpose of restoring such
accumulated or anticipated deficiency in accordance with the provisions of this resolution.
Section 5. Defeasance. When any Bond has been discharged as provided in this Section
5, all pledges, covenants and other rights granted by this resolution to the holders of such Bonds
shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The
City may discharge its obligations with respect to any Bond which is due on any date by
irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due, the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued to the date of such deposit. The City may also
discharge its obligations with respect to any prepayable Bond called for redemption on any date
when it is prepayable according to their terms, by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full; provided that notice of the redemption
thereof has been duly given as provided in Section 3.05. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
bank qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such times and at such rates and
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Tax Levy Calculation For:
City of St.Anthony, Minnesota
$1,375,000 General Obligation Street Reconstruction Bonds,Series 2010A
Dated Date: 5/20/2010
(2)
Levy Collect Pay Total Funds P&I Less: Net
Year Year Year P&I Available(1) x 105% Spec Assmts Levy
2009 / 2010 / 2011 28,145 12 28,145 12 000 000 000
2010 / 2011 / 2012 115,367 50 121,135 88 10,777 49 110,358 39
2011 / 2012 / 2013 113,680.00 119,364 00 10,777 49 108,586.51
2012 / 2013 / 2014 116,992 50 122,842 13 10,777.49 112,064.64
2013 / 2014 / 2015 115,192 50 120,952.13 10,777 49 110,174 64
2014 / 2015 / 2016 113,392.50 119,062 13 10,777 49 108,284 64
2015 / 2016 / 2017 116,592.50 122,422 13 10,777 49 111,644 64
2016 / 2017 / 2018 114,467.50 120,190 88 10,777 49 109,413 39
2017 / 2018 / 2019 117,130.00 122,986 50 10,777.49 112,209 01
2018 / 2019 / 2020 119,430 00 125,401 50 10,777 49 114,624 01
2019 / 2020 / 2021 116,485 00 122,309 25 10,777 49 111,531 76
2020 / 2021 / 2022 118,516.26 124,442 07 10,777 49 113,664 58
2021 / 2022 / 2023 120,216 26 126,227 07 10,777 49 115,449 58
2022 / 2023 / 2024 116,672 50 122,506 13 10,777 49 111,728 64
2023 / 2024 / 2025 118,128 76 124,035 20 10,777 49 113,257 71
2024 / 2025 / 2026 119,168 76 125,127.20 10,777 49 114,349 71
Totals 1,779,577 66 28,145 12 1,839,004 17 161,662 35 1,677,341.82
(1) The following funds are available to pay the interest payment due February 1,2011
Capitalized Interest, $28,145.12
(2) Projected special assessment revenue based on$110,000 assessed at 5.25%
49 1 EHLERS
6 ASSOCIATES INC
maturing on such dates as shall be required, without reinvestment,to pay all principal and
interest to become due thereon to maturity or,if notice of redemption as herein required has been
duly provided for, to such earlier redemption date.
Section 6. County Auditor Registration, Certification of Proceedings Investment of
Money, Arbitrage and Official Statement.
6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey
Counties,together with such other information as the County Auditors shall require, and to
obtain from each County Auditor a certificate that the Bonds have been entered on his bond
register and the taxes described in Section 4.04 hereof have been levied as required by law.
6.02. Certification of Proceedings. The officers of the City and the County Auditors of
Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all
proceedings and records of the City, and such other affidavits, certificates and information as
may be required to show the facts relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and control or as otherwise known
to them, and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers,employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated
thereunder(the"Regulations"), as such are enacted or promulgated and in effect on the date of
issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become subject to taxation under such Code and Regulations. The
Projects are public improvements available for use by members of the general public on a
substantially equal basis. The City will not enter into any lease, use agreement or other contract
respecting the Projects which would cause the Bonds to be considered"private activity bonds"or
"Private loan bonds"pursuant to Section 141 of the Code.
6.04. 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);
(iii) ninety-five percent of the net proceeds of the Bonds are to be used for the local
governmental purposes of the City; and
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(iv) the aggregate face amount of all tax-exempt bonds (other than Private Activity
Bonds) issued by the City in calendar year in which the Bonds are to be issued is
not reasonably expected to exceed $5,000,000.
Therefore, pursuant to the provisions of Section 148(f)(4)(C) of the Code, the City shall
not be required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of
Section 148(f) of the Code.
6.05. Investment of Money on Deposit in the Bond Fund. The Finance Director shall
ascertain monthly the amount on deposit in the Bond Fund. If the amount on deposit therein ever
exceeds the aggregate amount of principal and interest due and payable from the Bond Fund
through the next following February 1 plus a reasonable carryover as permitted by the
Regulations, such excess shall be used to prepay and redeem Bonds or be invested at a yield less
than or equal to the yield on the Bonds, based upon their amounts, maturities and interest rates
on their date of issue, computed by the actuarial method. The City reserves the right to amend
the provisions of this Section at any time, whether prior to or after the delivery of the Bonds, if
and to the extent that this Council determines that the provisions of this Section are not necessary
in order to ensure that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of
the Code and Regulations.
6.06. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
6.07. 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 2010 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$30,000,000.
6.08. Official Statement. The Official Statement relating to the Bonds, dated April
2010, 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.
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The officers of the City are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy. completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure
(a) Pumose 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 7, any person aggrieved
thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in
equity may appear necessary or appropriate to enforce performance and observance of any
agreement or covenant contained in this Section 7, including an action for a writ of mandamus or
specific performance. Direct, indirect, consequential and punitive damages shall not be
recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything
to the contrary contained herein, in no event shall a default under this Section 7 constitute a
default under the Bonds or under any other provision of this resolution.
As used in this Section 7, "Owner"or"Bondowner" means, in respect of a Bond, the
registered owner or owners thereof appearing in the bond register maintained by the Registrar or
any `Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to
the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein, `Beneficial Owner" means, in respect of a Bond,
any person or entity which (i) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of the
Bond for federal income tax purposes. As used herein, "Outstanding" when used as of any
particular time with reference to Bonds means all Bonds theretofore, or thereupon being,
authenticated and delivered by the Registrar under this Resolution except (i) Bonds theretofore
canceled by the Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect
to which the liability of the City has been discharged in accordance with Section 5 hereof, and
(iii) Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall
have been authenticated and delivered by the Registrar pursuant to this Resolution.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
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(1) on or before 365 days after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2010 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&
Collections; Population Trend; and 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.
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 ("MSRB"). The City shall clearly identify in the
Disclosure Information each document so incorporated by reference.
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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 7 is amended as permitted by this
paragraph(b)(1)or subsection(d),then the City shall include in the next Disclosure Information
to be delivered hereunder, to the extent necessary, an explanation of the reasons for the
amendment and the effect of any change in the type of financial information or operating data
provided.
(2) In a timely manner,notice of the occurrence of any of the following events which is a
Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities; and
(K) Rating changes.
As used herein, a"Material Fact"is a fact as to which a substantial likelihood exists that
a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a"Material Fact" is also an
event that would be deemed "material"for purposes of the purchase, holding or sale of a Bond
within the meaning of applicable federal securities laws, as interpreted at the time of discovery of
the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required
under paragraph (b)(1) at the time specified thereunder;
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(B) the amendment or supplementing of this Section 7 pursuant to
subsection (d). together with a copy of such amendment or supplement and any
explanation provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this Section 7
pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described
in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) The City agrees to make available to the MSRB, in an electronic
format as prescribed by the MSRB from time to time, the information described in
subsection (b).
(2) The City further agrees to make available, by electronic
transmission, overnight delivery, mail or other means, as appropriate, the
information described in subsection (b)to any rating agency then maintaining a
rating of the Bonds at the request of the City and, at the expense of such
Bondowner, to any Bondowner who requests in writing such information, at the
time of transmission under paragraph (1) of this subsection (c), or, if such
information is transmitted with a subsequent time of release, at the time such
information is to be released.
(3) All documents provided to the MSRB pursuant to this subsection
(c) shall be accompanied by identifying information as prescribed by the MSRB
from time to time.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the
City under this Section 7 shall terminate and be without further effect as of any date on which the
City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative
action or final judicial or administrative actions or proceedings, the failure of the City to comply
with the requirements of this Section 7 will not cause participating underwriters in the primary
offering of the Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or
amendatory thereof.
(2) This Section 7 (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as provided in
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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 Administrator 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 7 as so amended or supplemented would have complied with the requirements of
paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect
and interpreted at the time of the amendment or supplement was in effect at the time of the
primary offering; and (iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any, of the change in the type of financial information or
operating data being provided hereunder.
(3) This Section 7 is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the
Rule.
Section 8. 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
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The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember Gray, and upon vote being taken thereon, the following voted in favor thereof:
Faust, Gray, Jenson, Roth and Stille;
and the following voted against the same:
none;
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor
which signature was attested by the City Clerk.
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