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HomeMy WebLinkAbout1998.05.04 RESO 1998-0017EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HUGO, MINNESOTA HELD: May 4, 1998 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hugo, Washington County, Minnesota, was duly held at the City Hall in said City on Monday, the 4th day of May, 1998, at 7:00 P.M., for the purpose, in part, of considering proposals for, and awarding the sale of, $1,825,000 Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C of the City. The following members were present: Warren Arcand, Debra Barnes, Andrew Goiffon, James Leroux, Fran Miron and the following were absent: NONE Member James Leroux introduced the following resolution and moved its adoption: RESOLUTION 1998-17 RESOLUTION ACCEPTING PROPOSAL ON SALE OF $1,825,000 TAXABLE GENERAL OBLIGATION TEMPORARY TAX INCREMENT BONDS, SERIES 1998C, PROVIDING FOR THEIR ISSUANCE, AND PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS A. WHEREAS, the City Council of the City of Hugo, Minnesota (the "City"), has heretofore created Development District No. 1 (the "Development District") pursuant to the provisions of Minnesota Statutes, Sections 469.124 through 469.134, and has approved a development program (the "Program") with respect to the Development District; and B. WHEREAS, the Council has also approved a tax increment financing plan (the "Plan") and established Tax Increment Financing District No. 1-1, a redevelopment district within the Development District (the "Tax Increment District") under the provisions of Minnesota Statutes, Sections 469.174 through 469.179; and C. WHEREAS, pursuant to the provisions of the Program and the Plan, funds are to be expended within the Development District to provide money to temporarily finance certain public improvements, constituting capital and administration costs of land acquisition and site improvements related to the development of the Bald Eagle Industrial Park, within the Development District, as set forth in the Plan (hereinafter referred to as the "Project"); and 934183.1 D. WHEREAS, the City Council of the City has heretofore determined and declared that it is necessary and expedient to issue $1,825,000 Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C of the City (the "Bonds"), pursuant to Minnesota Statutes, Chapters 469 and 475, to finance the Project; and E. WHEREAS, the City Council has heretofore determined that it is necessary and expedient to provide temporary financing pursuant to Minnesota Statutes, Chapters 469 and 475, particularly Section 469.178, Subdivision 5, for the construction of the Project, and to pledge tax increments to the payment thereof; and F. WHEREAS, the City has retained Ehlers and Associates, Inc., in Roseville, Minnesota ("Ehlers"), as its independent financial advisor for the Bonds and therefore proposals to purchase the Bonds have been solicited by Ehlers in accordance with Minnesota Statutes, Section 475.60, Subdivision 2 (9) ; .and G. WHEREAS, proposals set forth on Exhibit A attached hereto were received pursuant to the terms. established for the Bonds at the offices of Ehlers, in the presence of the Clerk - Treasurer, or designee, at 10:00 A.M., Central Time, this same day; and H. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Hugo, Minnesota, as follows: 1. Accertance of Pro sal. The proposal of (the "Purchaser"), to purchase the Bonds of the City (or individually, a "Bond"), in accordance with the terms established for the Bonds, at the rate of interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to said proposal maker. The City Clerk -Treasurer is directed to retain the deposit -of said proposal maker and to forthwith return to the unsuccessful proposal makers their good faith checks or drafts. 2.. Bond Terms. (a) Title; Original Issue Date; Denominations; Maturitv. The Bonds shall be titled "Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C11, shall be dated May 26, 1998, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The 934183.1 2 D. WHEREAS, the City Council of the City has heretofore determined and declared that it is necessary and expedient to issue $1,825,000 Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C of the City (the "Bonds"), pursuant to Minnesota Statutes, Chapters 469 and 475, to finance the Project; and E. WHEREAS, the City Council has heretofore determined that it is necessary and expedient to provide temporary financing pursuant to Minnesota Statutes, Chapters 469 and 475, particularly Section 469.178, Subdivision 5, for the construction of the Project, and to pledge tax increments to the payment thereof; and F. WHEREAS, the City has retained Ehlers and Associates, Inc., in Roseville, Minnesota ("Ehlers"), as its independent financial advisor for the Bonds and therefore proposals to purchase the Bonds have been solicited by Ehlers in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and G. WHEREAS, proposals set forth on Exhibit A attached hereto were received pursuant to the terms established for the Bonds at the offices of Ehlers, in the presence of the Clerk - Treasurer, or designee, at 10:00 A.M., Central Time, this same day; and H. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Hugo, Minnesota, as follows: * 1. Acceptance of Proposal. The proposal of (the "Purchaser"), to purchase the Bonds of the City (or individually, a "Bond"), in accordance with the terms established for the Bonds, at the rate of interest hereinafter set forth, and to pay therefor the sum of $ t ^812,407.50 , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to said proposal maker. The City Clerk -Treasurer is directed to retain the deposit of said proposal maker and to forthwith return to the unsuccessful proposal makers their good faith checks or drafts. 2. Bond Terms. (a) Title; Original Issue Date; Denominations; Maturity. The Bonds shall be titled "Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C11, shall be dated May 26, 1998, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The 934183.1 *John G. Kinnard & Company 2 $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations"). The Bonds shall all mature on February 1, 2001, unless called for earlier redemption. (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the -immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Register Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. 934183.1 3 (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the Holder of the Holders of the Bonds as shown on the bond register, 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 premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof, references to the Nominee hereunder shall refer to such new Nominee. (vi) so long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, . respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book -entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) in connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or 934183.1 4 the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Termination of Book -Entry Only �System. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 11 hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners. 934183.1 5 (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof. (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by referenced and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. impose. The Bonds shall provide funds to temporarily finance the Project. Pursuant to the Plan, tax increments derived from the Tax Increment District (the "Tax Increments") established pursuant to the Plan, have been pledged to the payment of the Bonds and interest thereon. The estimated collection of Tax Increments exceeds twenty percent (20k.) of the cost of the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section - 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. Proceeds of the Bonds shall be expended on costs or uses permitted by Minnesota Statutes, Sections 469.174 through 469.179, including particularly Section 469.176, Subdivision 4, and shall not be expended on any costs or devoted to any other uses. 4. Interest. The Bonds shall all bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1999, calculated on the basis of a 360 -day year of twelve 30 -day months, at the rate of * percent (_U per annum. S. Redemption. All Bonds shall be subject to redemption and prepayment at the option of the City on August 1, 1999, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part. If redemption is in part, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of redemption shall be given by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the paying agent and to each affected registered holder of the Bonds at the address shown on the registration books. To effect a partial redemption, the Bond Registrar prior to giving notice of redemption shall assign to each Bond a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal 934183.1 *six and ten one -hundredths percent (6.10%) amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. Firstar Bank of Minnesota, N.A., in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any cbntract..the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and in paragraph 12 of this resolution. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 934183.1 7 R - INTEREST RATE UNITED STATES OF AMERICA STATE OF MINNESOTA WASHINGTON COUNTY CITY OF HUGO TAXABLE GENERAL OBLIGATION TEMPORARY TAX INCREMENT BOND, SERIES 1998C MATURITY DATE FEBRUARY 1, 2001 REGISTERED OWNER: PRINCIPAL AMOUNT: DATE OF ORIGINAL ISSUE MAY 26, 1998 CUSIP DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Hugo, Washington County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1999, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of Firstar Trust Company, 1555 North RiverCenter Drive, Milwaukee, Wisconsin 53212, Attention: Corporate Trust Services, Suite 301, as agent for Firstar Bank of Minnesota, N.A., in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft drawn on Firstar Trust Company and mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for 934183.1 8 payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. [So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its. Nominee.]' THE ISSUER HAS ELECTED TO ISSUE THIS BOND AS A TAXABLE OBLIGATION, AND ACCORDINGLY THE INTEREST ON THE BOND IS INTENDED TO BE INCLUDED IN GROSS INCOME FOR FEDERAL INCOME TAXATION PURPOSES AND, TO THE SAME EXTENT, IN BOTH GROSS INCOME AND TAXABLE NET JNCOME FOR STATE INCOME TAXATION PURPOSES. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Hugo, Washington County, Minnesota, by'its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk -Treasurer, the corporate seal of the Issuer having been intentionally omitted as permitted by law. ` Include only until termination of the book -entry only system under paragraph 2 hereof. 934183.1 9 Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. FIRSTAR BANK OF MINNESOTA, N.A., St. Paul, Minnesota Bond Registrar By Authorized Signature 934183.1 Registrable by: FIRSTAR TRUST COMPANY, AS AGENT FOR FIRSTAR BANK OF MINNESOTA, N.A. Payable at: FIRSTAR TRUST COMPANY, AS AGENT FOR FIRSTAR BANK OF MINNESOTA, N.A. CITY OF HUGO, WASHINGTON COUNTY, MINNESOTA /s/ Facsimile Mayor /s/ Facsimile Clerk -Treasurer K11 ON REVERSE OF BOND Redemption. All Bonds of this issue (the "Bonds") are subject to redemption and prepayment at the option of the Issuer on August 1, 1999, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part. If redemption is in part, the.specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of redemption shall be given by registered or certified mail at least thirty (30). days prior to the date fixed for redemption to the paying agent and to each affected Holder of the Bonds at the address shown on the registration books. Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption, the Bond Registrar shall assign to each Bond a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be.redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with,.if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance• Purpose: General Obligation. This Bond is one of an issue in the total principal amount of $1,825,000, all of like date of original issue and tenor, except as to number and denomination, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of .the Issuer on May 4, 1998 (the "Resolution"), for the purpose of providing money to temporarily finance the cost of land acquisition and site improvements, constituting capital and administration costs, within Development District No. 1 of the Issuer. This Bond is payable out of the Taxable General 934183.1 11 Obligation Temporary Tax Increment Bonds, Series 1998C Fund of the Issuer, and into which fund there are to be paid proceeds of the definitive bonds or additional temporary bonds which the Issuer is required by law to issue at or prior to the maturity of this Bond for the purpose of refunding the same if the tax increments theretofore received or collected, or any other municipal funds which are properly available and are appropriated by the City Council for such purposes, are not sufficient for the full payment thereof. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations: Exchange: Resolution. The Bonds are issuable solely as fully registered bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. 934183.1 12 Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Taxable Interest. The interest on this Bond is included in the gross income of the owner hereof for purposes of United States income tax and, to the same extent, in both gross income and taxable net income for purposes of State of Minnesota income tax. ABBREVIATIONS 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 in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 934183.1 13 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signatures) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad -15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: 934183.1 (Include information for all joint owners if the Bond is held by joint account.) 14 I (Use only for Bonds when they are Registered in Book Entry Only System] PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: AUTHORIZED SIGNATURE DATE AMOUNT OF HOLDER 934183.1 15 8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its Mayor and Clerk -Treasurer and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall. nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Clerk -Treasurer. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is May 26, 1998. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer; Exchancre. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. 934183.1 16 Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and - deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regula- tions of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Clerk -Treasurer is hereby authorized to negotiate and execute the terms of said agreement. 934183.1 17 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment• Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Clerk - Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund designated the "Taxable General Obligation Tax Increment Bonds, Series 1998C Fund" (the "Fund"), to be administered and maintained by the Clerk -Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and any other general obligation tax increment bonds hereafter made payable from the Fund and issued for the Project, including any modifications or additions thereto, and the interest thereon have been fully paid and the City has been fully reimbursed from the pledge of Tax Increments for all of the principal and interest of such bonds paid by the City from taxes levied on property in the City other than the Tax Increment District area. There shall be maintained in the Fund two (2) 934183.1 18 separate accounts to be designated the "Capital Account" and "Debt Service Account", respectively. (a) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the Bonds in excess of $1,804,000. From the Capital Account there shall be paid all costs and expenses of the Project, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of receipt of Tax Increments herein pledged. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (i) all accrued interest received upon delivery of the Bonds; (ii) all funds paid for the Bonds in excess of $1,804,000; (iii) Tax Increments, in an amount sufficient, together with other sums herein pledged, to pay the annual principal and interest payments on the Bonds; (iv) any collections of all taxes which may hereafter be levied in the event that the Tax Increments and other sums herein pledged to the payment of the Bonds are insufficient therefor; (v) the proceeds of any definitive bonds or additional temporary bonds in an amount, together with other moneys then on hand irrevocably appropriated to said account, as is necessary to pay the principal of and interest on, the Bonds; (vi) all funds remaining in the Capital Account after completion of the Project and payment of the costs thereof; (vii) all investment earnings on funds held in the Debt Service Account; and (viii) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. 16. Tax Increments: Use of Tax Increments. The County Auditor of Washington County has certified the original assessed value or net tax capacity, as the case may be, of property in the Tax Increment District. The County Auditor shall determine in each year if the then -current assessed value of property in the Tax Increment District exceeds the original net tax capacity, and shall calculate, in the manner provided in Minnesota Statutes, Section 469.177, Subdivision 3, the captured net tax capacity (as defined therein) attributable to the Tax Increment District. The City hereby determines to retain 100% of the captured tax capacity for purposes of tax increment financing. The County Auditor shall, in each such year, compute the local tax rates to be extended against the captured net tax capacity in the manner provided in Minnesota Statutes, Section 469.177, Subdivision 3, 934183.1 19 and the tax generated thereby shall constitute the Tax Increments for the year in which it is received. The City hereby appropriates the Tax Increments to the Debt Service Account, which appropriation shall continue until all of the Bonds and any additional bonds payable from the Debt Service Account, are paid or discharged. The City hereby expressly reserves the right to use the Tax Increments to finance costs set forth in the Plan not financed hereby or to finance costs of other projects to be undertaken from time to time within the Development District in accordance with the Program and the Plan, as they may from time to time be amended. 17. Future Tax Levies. On or before October 10 of each year, the Clerk -Treasurer shall certify to the County Auditor of Washington County the amount of Tax Increments and any other funds appropriated to and then held in the Debt Service Account and the estimated collections of Tax Increments to be received in the next succeeding year. In the event that it is anticipated that the aggregate of said sums will not be sufficient to pay the principal and interest on the Bonds to become due in the first calendar year thereafter and the first six (6) months of the succeeding calendar year, the City Council shall pass a resolution requesting the County Auditor of Washington County to levy an ad valorem tax in an amount as is necessary, together with the aforementioned funds then held in the Debt Service Account and said estimated collections of Tax Increments, to pay the principal and interest on the Bonds to become due during said period. 18. Issuance of Definitive Obligations; Coverage Test.. To further provide moneys for the prompt and full payment of principal and interest on the Bonds, the City shall issue and sell definitive bonds or additional temporary bonds, at or prior to the maturity date of the Bonds issued hereunder, in such amounts as are needed to pay the principal and interest when due on the Bonds after the application of the Tax Increments theretofore collected, and the appropriation of such other municipal funds as are properly available for such purpose. The Council hereby finds, determines and declares that the estimated collections of Tax Increments to be received before the maturity date of the Bonds, together with the proceeds of any definitive bonds or additional temporary bonds, to be issued at or before the maturity date, and other revenues pledged for the payment of the Bonds and the interest thereon will equal at least five percent (5k) in excess of the principal and interest requirements of the Bonds as the same become due. 19. Reservation of Rights. Notwithstanding any provisions herein to the contrary, the City reserves the right to terminate, reduce, or apply to other lawful purposes the Tax Increments herein pledged to the payment of the Bonds and interest thereon to the extent and in the manner permitted by law. 934183.1 20 20. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond 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 Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. 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 suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 21. Continuing Disclosure. (a) The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (1) Provide or cause to be provided, (i) (a) upon request to any person, or (b) upon establishment of a state information depository ("SID"), to the SID, its audited financial statements for the most recent fiscal year, and (ii) to each nationally recognized municipal securities information repository ("NRMSIR") or to the Municipal Securities Rulemaking Board ("MSRB") and the SID, if any, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (2) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking are intended to be for the benefit of the holders and any other beneficial owners of the Bonds 934183.1 21 and shall be enforceable on behalf of such holders and beneficial owners; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. (b) The Mayor and Clerk -Treasurer of the City, or any other officer of the City authorized to act in their place, (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers. 22. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds. and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 23. Certificate of Registration. The Clerk -Treasurer is hereby directed to file a certified copy of this resolution with the County Auditor of Washington County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register. 24. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are 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. 25. Conditions Prior to Issuance of Definitive_ObliQa- tions. It is hereby found, determined and declared that all conditions precedent to the offering of definitive obligations of the City to refund the Bonds to the extent necessary within the meaning of Minnesota Statutes, Section 475.61, Subdivision 5, have been met and exist. 934183.1 W, 26. Taxable Status of the Bonds. It is hereby determined that the Bonds are to be issued as fully taxable obligations, and all interest received on the Bonds is to be included in the gross income of the Holder of any Bond for federal income taxation purposes and, to the same extent, in both gross income and taxable net income for state income taxation purposes. 27. Payment of Issuance Expenses. 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. 28. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any'of the remaining provisions of this resolution. 29. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or -define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member Andrew Goif fon and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: Warren Arcand, Debra Barnes, Andrew Goiffon, James Leroux, Fran Miron and the following voted against the same: NONE Whereupon said resolution was declared duly passed and adopted. ATTEST: 1-11 / A4t,L" Ax_� &A-vnet Mary An reager, City C6tk 934183.1 23 STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF HUGO I, the undersigned, being the duly qualified and acting Clerk -Treasurer of the City of Hugo, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering proposals for, and awarding the sale of, $1,825,000 Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C of said City. WITNESS my hand this 4th day of May, 1998. Clerk easurer 934183.1 24 EXHIBIT A BID TABULATION $1,825,000 Taxable General Obligation Temporary Tax Increment Bonds, Series 1998C City of Hugo, Minnesota SALE: May 4, 1998 AWARD: JOHN G. KINNARD & COMPANY RATING: Non -Rated BBI: 5.32% NET TRUE NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST COST RATE JOHN G. KINNARD & COMPANY 6.10% 2001 $1,812,407.50 $311,005.35 6.3747% Minneapolis, Minnesota CRONIN & COMPANY, INC. 6.000/a 2001 Minneapolis, Minnesota MILLER, JOHNSON & KUEHN, INC. Minneapolis, Minnesota DOUGHERTY SUMMIT SECURITIES LLC 6.10% 2001 Minneapolis, Minnesota NORWEST INVESTMENT SERVICES, INC. 6.25% 2001 Minneapolis, Minnesota COMMERCE CAPITAL MARKETS 6.35% 2001 Philadelphia, Pennsylvania Ehlers & Associates, Inc. I a LEADERS IN PUBLIC FINANCE $1,805,746.25 $312,774.58 6.4254% $1,808,575.00 $314,837.85 6.4615% $1,812,225.00 $326,240.87 $1,804,510.00 $331,132.88 6.5290% 6.7044% 3060 Centre Pointe Drive Roseville, Minnesota 55113-1105 (612) 697-8500 • FAX (612) 697-8555