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HomeMy WebLinkAboutCC RES 99-024 A RESOLUTION RELATING TO $425, 000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A; 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 Meeting Sheet IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 104886 Box: 31 Folder: RES 1999 Document: CC RES 99-024 A RESOLUTION RELATING TO $425, 000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A; 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 CERTIFICATION OF MINUTES RELATING TO $425,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A Issuer: City of St. Anthony, Minnesota Governing body: City Council Kind, date, time and place of meeting: A regular meeting held on March 9, 1999, at 7:00 o'clock P.M., at the City Hall. Members present: Ranallo, Faust , Cavanaugh, Thuesen Members absent: Marks Documents attached: Minutes of said meeting(including): Pages 1 through 22 RESOLUTION 99- 0 2 4 • RESOLUTION RELATING TO$425,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A; 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 9 kb day of 1999. Connie Kroep in, City Clerk . t • It was reported that proposals for the purchase of the $425,000 General Obligation Improvement Bonds, Series 1999A of the City (the "Bonds") in accordance with the Terms of Proposal for the sale of the Bonds approved by the City Council by Resolution 99- , adopted February 23, 1999. The bids have been opened, read and tabulated, and the terms of each were found to be as follows: Bidder Purchase Price Interest Rates Net Interest Cost (See Attached) • • Councilmember Cavanaughthen introduced the following resolution and • moved its adoption: RESOLUTION 99- 0 2 4 RESOLUTION RELATING TO$425,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR AND LEVYING AD VALOREM TAXES FOR THE PAYMENT THEREOF BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota (the "City"), as follows: Section 1. Recitals, Authorization and Sale of Bonds. 1.01. Authorization. This Council has heretofore ordered the an improvement project to be constructed within the City under and pursuant to Minnesota Statutes, Chapter 429, consisting of street and alley improvements (collectively the"Improvements"). The present estimated total cost of the Improvements is as follows: Project Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Issuance Expenses . . . . . . . . . . . . . . . . . . . . . . . Discount Allowance . . . . . . . . . . . . . . . . . . . . . . 5,100 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $425,000 This Council hereby determines to issue and sell $425,000 principal amount of General Obligation Improvement Bonds, Series 1999A, of the City(the"Bonds") to defray a portion of the expense incurred and estimated to be incurred by the City in making the Improvements, including every item of cost of the kinds authorized in Minnesota Statutes, Section 475.65, and $5,100 representing interest as provided in Minnesota Statutes, Section 475.56. The City has retained Springsted Incorporated to act as financial advisor to the City in connection with the issuance and sale of the Bonds, and it is hereby determined to sell the Bonds without meeting the requirements as to public sale under Minnesota Statutes, Section 475.60, subdivision 1,pursuant to the exception from such requirement contained in clause(9)of Minnesota Statutes, Section 475.60, subdivision 2. 1.02. Sale of Bonds. The City has received (� proposals for the purchase of the Bonds. The most favorable proposal received is that of , of (the"Purchaser"), to purchase the Bonds at a price of$ , 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. 1.04. Maturities of Bonds. The Council hereby finds that the maturities of the Bonds as set forth in Section 3.01 hereof are warranted by the anticipated collections of special assessments and ad valorem taxes levied and to be levied for the payment of the Bonds as provided in Section 4 hereof. Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following form: • -2- • UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A Date of Interest Rate Maturity Original Issue CUSIP April 1, 1999 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties, Minnesota (the "City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the • registered owner named above, or registered assigns, the principal amount specified above, on the maturity date specified above, with interest thereon from the date of original issue specified above,or from the most recent interest payment date to which interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year, commencing February 1, 2000, 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 Firstar Bank of Minnesota, N.A., in St. Paul, 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$425,000 (the "Bonds"), issued pursuant to a resolution adopted by the City Council on March 9, 1999 (the "Resolution'), for the purpose of financing a portion of the costs of various street and alley improvements in the City(the "Improvements"), and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes,Chapters 429 and 475. The Bonds are payable primarily from the 1999 Improvement Bond Fund(the"Fund") of the City. In addition, for the full and prompt -3- • payment of the principal and interest on the Bonds as the same become due, the full faith, credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds are issuable only as fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities. Bonds maturing in the years 2001 through 2008 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in 2009 and later years are each subject to redemption and prepayment, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within a maturity, in $5,000 principal amounts selected by lot, on February 1, 2008 and on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. [INSERT REDEMPTION PROVISIONS FOR ANY TERM BONDS.] At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price herein specified and from • and after such date(unless the City shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. The Bonds have been designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, 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. • -4- • The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in regular and due form as so required; that prior to the issuance hereof the City has levied or agreed to levy special assessments on property specially benefited by the Improvements and ad valorem taxes on all taxable property in the City,collectible in the years and amounts required to produce sums not less than 5% in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated the same to the Fund in the manner specified in Minnesota Statutes, Section 429.091, Subdivision 4; that, to take care of any accumulated or anticipated deficiency in the Fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled • to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of a person authorized to sign on its behalf. • -5- 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. Date of Authentication: CITY OF ST. ANTHONY City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. FIRSTAR BANK OF MINNESOTA, N.A., St. Paul, Minnesota, as Bond Registrar By Authorized Representative • The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM——as tenants UNIF TRANS MIN ACT. . . . . . . Custodian. . . . . . . . in common (Cust) (Minor) TEN ENT——as tenants by the entireties under Uniform Transfers to Minors Act. . . . . . . . . . . . . . . . . . . . . . JT TEN—— as joint tenants (State) with right of survivorship and not as tenants in common Additional abbreviations may also be used. • • ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the 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 OF ASSIGNEE: this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in the Securities Transfer Association Medalion Program(STAMP) or such other"signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 3. Bond Terms,Execution and Delivery. 3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Bonds. The City shall forthwith issue and deliver the Bonds, which shall be denominated "General Obligation Improvement Bonds, Series 1999A" and shall be payable primarily from the 1999 General Obligation Improvement Bond Fund of the City created in Section 4.02. The Bonds shall be dated as of April 1, 1999, 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, -8- • 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 April 1, 1999 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 2001 $ % 2009 $ % 2002 2010 2003 2011 2004 2012 2005 2013 2006 2014 2007 2015 2008 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, 2000, 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) Regis . 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 (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 -10- 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 ig strar. The City hereby appoints Firstar Bank of Minnesota, N.A. in St. Paul, Minnesota, as the initial Registrar. The Mayor and City Manager are authorized to execute and deliver,on behalf of the City, a contract with Firstar Bank of Minnesota, N.A., 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 1999 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 2001 through 2008 are • payable on their respective stated maturity dates without option of prior payment,but Bonds maturing in 2009 and later years are each subject to redemption, at the option of the City and in whole or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal amounts selected by the Registrar by lot, on February 1, 2008 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. (b) Bonds maturing in the year shall be subject to mandatory sinking fund redemption by lot at a redemption price equal to the principal amount of the Bonds to be so redeemed plus interest accrued thereon to the date fixed for redemption,on February 1, in the years and principal amounts set forth below: Year Amount *Final Maturity -11- In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by the City and canceled by the Registrar and not reissued, the Bonds maturing in the year so redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed pursuant to this subsection (b), such credit to be equal to the principal amount of the Bonds maturing in the year so redeemed or canceled provided that the City has notified the Register not less than thirty-five (35) days prior to the redemption date of its election to apply such Bonds as a credit. (c) Bonds maturing in the year shall be subject to mandatory sinking fund redemption by lot at a redemption price equal to the principal amount of the Bonds to be so redeemed plus interest accrued thereon to the date fixed for redemption, on February 1, in the years and principal amounts set forth below: Year Amount *Final Maturity In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by the City and canceled by the Registrar and not reissued, the Bonds maturing in the year so redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed pursuant to this subsection (c), such credit to be equal to the principal amount of the Bonds maturing in the year so redeemed or canceled provided that the City has notified the Register not less than thirty-five(35) days prior to the redemption date of its election to apply such Bonds as a credit. (d) Bonds maturing in the year shall be subject to mandatory sinking fund redemption by lot at a redemption price equal to the principal amount of the Bonds to be so redeemed plus interest accrued thereon to the date fixed for redemption, on February 1, in the years and principal amounts set forth below: Year Amount *Final Maturity • -12- • In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by the City and canceled by the Registrar and not reissued, the Bonds maturing in the year so redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed pursuant to this subsection (d), such credit to be equal to the principal amount of the Bonds maturing in the year so redeemed or canceled provided that the City has notified the Register not less than thirty-five (35) days prior to the redemption date of its election to apply such Bonds as a credit. (e) At least thirty days prior to the date set for redemption of any Bond, the City shall cause notice of the call for redemption to be mailed to the Registrar and to the registered owner of each Bond to be redeemed,but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to be redeemed shall,on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without • charge, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to be unredeemed portion of the Bond so surrendered. 3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager; provided that said signatures may be printed,engraved, or lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. -13- • 3.07. Securities Depository. (a) For purposes of this Section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant,or such person's subrogee. "Cede & Co." shall mean Cede& Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter from the City to DTC with respect to the procedures of DTC presently on file with DTC. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede&Co., as nominee of DTC. The Registrar and the City may treat DTC (or its • nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant,with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds,with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution,with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede& Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond,only to Cede&Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the • -14- obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede&Co., the Bonds will be transferable to such new nominee in accordance with paragraph (d) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (d) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph(d) hereof. (d) In the event that any transfer or exchange of Bonds is permitted under paragraph (b)or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede &Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. Section 4. Security Provisions. 4.01. 1999 Improvement Construction Fund. There is hereby created a special bookkeeping fund to be designated as the"1999 Improvement Construction Fund" (the "Construction Fund"), to be held and administered by the Finance Director separate and apart from all other funds of the City. The City appropriates to the Construction Fund (a) $419,900 of the proceeds of the sale of the Bonds, and (b) all collections of special assessments levied for the Improvements until completion and payment of all costs of the Improvements. The Construction Fund shall be used solely to defray expenses of the Improvements, including but not limited to the transfer to the Bond Fund,created in Section 4.02 hereof, of amounts sufficient for the payment of interest and principal, if any,due upon the Bonds prior to the completion and payment of all costs of the Improvements and the payment of the expenses incurred by the City in connection with the issuance of the Bonds. Upon completion and payment of all costs of the Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be used to pay the cost, in whole or in part, of any other improvements instituted pursuant to the Act, as directed by the City Council, but any balance of such proceeds not so used shall be credited and paid to the Bond Fund. • -15- 4.02. 1999 Improvement Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a separate and special bookkeeping fund designated "1999 Improvement 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 improvement bonds of the City as have been or may be directed to be paid therefrom. The City irrevocably appropriates to the Bond Fund (a) all amounts in excess of $419,900 received from the Purchaser, (b) the collections of special assessments and other funds to be credited and paid thereto in accordance with the provisions of Section 4.01, (c) any taxes levied in accordance with this resolution, and (d) all such other moneys as shall be received and appropriated to the Bond Fund from time to time. If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the Council covenants and agrees that it will each year levy a sufficient amount to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory tax limitation. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." All money appropriated or to be deposited in the Bond Fund shall be deposited as received into the Debt Service Account. On each February 1, the Finance Director shall determine the amount on hand in the Debt Service Account. If such amount is in excess of one-twelfth of the debt service payable from the Bond • Fund in the immediately preceding 12 months, the Finance Director shall promptly transfer the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any amounts to be transferred thereto from the Debt Service Account as herein provided and all income derived from the investment of amounts on hand in the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient to meet the requirements of the Bond Fund, the Finance Director shall transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. 4.03. Additional Bonds. The City reserves the right to issue additional bonds payable from the Bond Fund as may be required to finance costs of the Improvements not financed hereby; provided that the City Council shall, prior to the delivery of such additional bonds, levy or agree to levy by resolution sufficient additional special assessments and ad valorem taxes, if any, which, together with other moneys or revenues pledged for the payment of said additional obligations, will produce revenues at least five percent (5%) in excess of the amount needed to pay when due the principal and interest on all bonds payable from the Bond Fund. The additional special assessments, ad valorem taxes and moneys or revenues so pledged, levied or agreed to be levied shall be irrevocably appropriated to the Bond Fund in the manner provided by Minnesota Statutes, Section 475.61. • -16- 4.04. Levy of Special Assessments. The City hereby covenants and agrees that • for payment of the cost of each of the Improvements it will do and perform all acts and things necessary for the full and valid levy of special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor, based upon the benefits received by each such lot, tract or parcel, in an aggregate principal amount not less than twenty percent(20%) of the cost of the Improvements. In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City's officers or employees,either in the making of such assessment or in the performance of any condition precedent thereto, the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such property. The Council presently estimates that the special assessments shall be in the aggregate principal amount of$ payable in not more than 15 installments, the first installment to be collectible with taxes during the year 2000, and that deferred installments shall bear interest at the rate of not less than and hundredths percent ( %) per annum from the date of the resolution levying said assessment until December 31 of the year in which the installment is payable. 4.05. Ad Valorem Taxes. The full faith and credit and taxing powers of the City are irrevocably pledged for the prompt and full payment of the principal of and interest in the Bonds as the same become respectively due. For the purpose there is hereby levied upon all of . the taxable property of the City a direct, annual ad valorem tax, which shall be spread upon the tax rolls prepared in each of the following years and collected with other taxes in the following years and amounts as follows: Levy Collection Year Year Amount 1999 2000 $ 2000 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2013 2014 • -17- • The foregoing tax levies are such that if collected in full they will produce at least five percent (5%) in excess of the amount needed to pay when due the principal of and interest on the Bonds. This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are outstanding and unpaid; provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. 4.06. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants contained in this resolution. It is estimated that the special assessments and ad valorem taxes levied and to be levied for the payment of the Improvements will be collected in amounts not less than five percent (5%) in excess of the annual principal and interest requirements of the Bonds. If the money on hand in the Bond Fund should at any time be insufficient for the payment of principal and interest then due, this City shall pay the principal and interest out of any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on October 1 in any year the sum of the balance in the Bond Fund plus the amount of taxes and special assessments theretofore levied for the Improvements and collectible through the end of the following calendar year is not sufficient to pay when due all principal and interest become due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.06, a direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or • anticipated deficiency in accordance with the provisions of this resolution. Section 5. Defeasance. When any Bond has been discharged as provided in this Section 5, all pledges,covenants and other rights granted by this resolution to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, the City may nevertheless discharge its obligations with respect thereto by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bond called for redemption on any date when it is prepayable according to their terms, by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; provided that notice of the redemption thereof has been duly given as provided in Section 3.05. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action,by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose,cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon • -18- to maturity or, if notice of redemption as herein required has been duly provided for, to such • earlier redemption date. Section 6. County Auditor Registration, Certification of Proceedings, Investment of Money, Arbitrage and Official Statement. 6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey Counties, together with such other information as the County Auditors shall require, and to obtain from said County Auditors a certificate that the Bonds have been entered on his bond register and the taxes described in Section 4.05 hereof have been levied as required by law. 6.02. Certification of Proceedings. The officers of the City and the County Auditors of Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 6.03. Covenant. The City covenants and agrees with the holders from time to • time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated thereunder(the"Regulations"), as such are enacted or promulgated and in effect on the date of issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The Improvements are public improvements available for use by members of the general public on a substantially equal basis. The City will not enter into any lease, use agreement or other contract respecting the Improvements which would cause the Bonds to be considered"private activity bonds"or"private loan bonds" pursuant to Section 141 of the Code. For purposes of complying with the requirements of Section 148(f)(4)(C) of the Code relating to the exemption of certain small governmental units from the rebate requirements of the Code, the City represents that: (i) the City is a governmental unit with general taxing powers; (ii) the Bonds are not"private activity bonds" as defined in Section 141 of the Code(Private Activity Bonds); • -19- (iii) ninety-five percent of the net proceeds of the Bonds are to be used for the • local governmental purposes of the City; and (iv) the aggregate face amount of all tax-exempt bonds (other than Private Activity Bonds) issued by the City in calendar year in which the Bonds are to be issued is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(C) of the Code, the City shall not be required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 6.04. Investment of 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. • 6.05. Arbitrage Certification. The Mayor and the City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.06. Interest Disallowance. The City hereby designates the Bonds as "qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of interest expenses for financial institutions. The City represents that in calendar year 1999 it does not reasonably expect to issue tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes of this representation) in an amount in excess of$10,000,000. 6.07. Official Statement. The Official Statement relating to the Bonds, dated February 23, 1999, prepared and distributed on behalf of the City by Springsted Incorporated, is hereby approved. Springsted Incorporated, is hereby authorized of behalf of the City to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, • -20- • the interest rates, other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser 30 copies of the Official Statement and such supplement. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy,completeness and sufficiency of the Official Statement. Section 7. Continuing Disclosure. The Securities and Exchange Commission has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the"Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of$1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. The principal amount of the Bonds is less than $1,000,000. The City hereby represents that it has not issued within the six months before the date of issuance of the Bonds, and that it reasonably expects that it will not issue within six months after the date of issuance of • the Bonds, other securities of the City of substantially the same security and providing financing for the same general purpose or purposes as the Bonds. Consequently, this Council hereby finds that the Rule is inapplicable to the Bonds,because the aggregate principal amount of the Bonds and any other securities required to be integrated with the Bonds thereunder is less than $1,000,000. Therefore, the City will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Bonds. -e�X Mayor Attest: City Clerk • -21- • The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Faust , and upon vote being taken thereon, the following voted in favor thereof: Ranallo, Cavanaugh, Faust, 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. • • -22-