HomeMy WebLinkAbout08-146 - ADMIN Resolution - City Council - 2008/11/17RESOLUTION NO. 08-146
A RESOLUTION AWARDING THE SALE OF $4,075,000 GENERAL
OBLIGATION UTILITY REVENUE BONDS,
SERIES 2008A; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of St. Louis Park, Hennepin County,
Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. It is determined that:
(a) the City engineer has recommended the construction of various improvements to the
City's water and sewer utilities (the "Utilities Project"), and certain improvements to City's
municipal service center building that are necessary to operate and maintain sewer and water utilities
(the "Service Center Project").
ill(b) the City is authorized by Minnesota Statutes, Section 444.075 (the "Act") to finance
all or a portion of the cost of the Utilities Project by the issuance of general obligation bonds of the
City payable from the net revenues of the water and sewer system.
(c) the City is also authorized by Section 6.15(b) of its City Charter to finance all or a
portion of the cost of the Service Center Project by the issuance of general obligation bonds by a
vote of at least six of its members.
(d) it is necessary and expedient to the sound financial management of the affairs of the
City to issue approximately $4,075,000 General Obligation Utility Revenue Bonds, Series 2008A
(the "Bonds") pursuant to the Act to provide financing for the Utilities Project and the Service
Center Project.
1.02. The proposal of Piper Jaffray & Co. (the "Purchaser") to purchase $4,075,000
General Obligation Utility Revenue Bonds, Series 2008A (the "Bonds") of the City described in the
Terms of Proposal thereof is found and determined to be a reasonable offer and is accepted, the
proposal being to purchase the Bonds at a price of $4,087,575.85 plus accrued interest to date of
delivery, for Bonds bearing interest as follows:
Resolution No. 08-146 -2-
Year Interest Rate Year Interest Rate
2011 3.25% 2016 3.75%
2012 3.25% 2017 4.00%
2013 3.25% 2018 4.00%
2014 3.50% 2019 4.125%
2015 3.50% 2020 4.25%
True interest cost: 3.8038%
1.03. The sum of $53,325.85 being the amount proposed by the Purchaser in excess of
$4,034,250 shall be credited to the Debt Service Fund hereinafter created, or deposited in the
Construction Fund under Section 4.01 hereof, as determined by the City's financial advisor. The
City Finance Director is directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful
proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on
behalf of the City.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Section 444.075 (the "Act") and the City's home rule charter, in the total principal amount of
$4,075,000, originally dated December 11, 2008, in the denomination of $5,000 each or any
integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and
maturing serially on August 1 in the years and amounts as follows:
Year Amount Year Amount
2011 $335,000 2016 $410,000
2012 350,000 2017 430,000
2013 365,000 2018 450,000
2014 380,000 2019 470,000
2015 395,000 2020 490,000
1.05. Optional Redemption. The City may elect on August 1, 2016, and on any day
thereafter to prepay Bonds due on or after August 1, 2017. Redemption may be in whole or in part
and if in part, at the option of the City and in such manner as the City will determine. If less than
all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7
hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the
amount of each participant's interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be
at a price of par plus accrued interest.
Resolution No. 08-146 -3-
0 Tocompleted if Term Bonds are requested bythe Purchaser.
1.06. Term Bonds. be c p q
Section 2. Registration and Payment.
•
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds
will be payable on February 1 and August 1 of each year, commencing August 1, 2009, to the
registered owners of record thereof as of the close of business on the fifteenth day of the immediately
preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a 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 will 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 that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the owner's
attorney in writing.
Resolution No. 08-146 -4-
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the 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 a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof,
and upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it and as provided by law, in which both the City and
the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption
in accordance with its terms it is not necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a
copy of the redemption notice by first class mail (postage prepaid) to the registered owner of
each Bond to be redeemed at the address shown on the registration books kept by the
Registrar and by publishing the notice if required by law. Failure to give notice by
Resolution No. 08-146 -5-
publication or by mail to registered owners, or any defect therein, will not affect the validity
of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease
to bear interest after the specified redemption date, provided that the funds for the
redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with the 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, the resulting corporation is 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 the Registrar upon 30
days' notice and upon the appointment of a successor Registrar, in which event the predecessor
Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver
the bond register to the successor Registrar. On or before each principal or interest due date,
without further order of this Council, the City Finance Director must transmit to the Registrar
moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and
the City Manager, provided that those signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on
the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will
nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office
until delivery. Notwithstanding such execution, a Bond will not 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 the 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 a Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the Bonds have
been so prepared, executed and authenticated, the City Manager will deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and the Purchaser is not obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
Resolution No. 08-146 -6-
3.01. The Bonds will be printed or typewritten in substantially the following form:
No. R -
Rate
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION UTILITY REVENUE BOND,
SERIES 2008A
Date of
Maturity Original Issue
August 1, 20_ December 11, 2008
Registered Owner: Cede & Co.
CUSIP
$
The City of St. Louis Park, Minnesota, a duly organized and existing municipal corporation
in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns, the
principal sum of $ on the maturity date specified above with interest thereon from the
date hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing August 1, 2009, to the person in whose name this Bond is registered at the close of
business on the fifteenth day (whether or not a business day) of the immediately preceding month.
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 by Bond Trust Services
Corporation, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or
its designated successor under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
The City may elect on August 1, 2016, and on any day thereafter to prepay Bonds due on or
after August 1, 2017. Redemption may be in whole or in part and if in part, at the option of the
City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify The Depository Trust Company ("DTC") of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's
interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus
accrued interest.
Resolution No. 08-146 -7-
This Bond is one of an issue in the aggregate principal amount of $ all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on November 17, 2008 (the
"Resolution"), for the purpose of providing money to aid in financing various improvements to the
water and sewer utility system of the City, pursuant to and in full conformity with the home rule
charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Section 444.075 and the principal hereof and interest hereon are payable primarily from
the net revenues of the water and sewer plant and system of the City in a special debt service fund of
the City, as set forth in the Resolution to which reference is made for a full statement of rights and
powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment
of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property
in the City in the event of any deficiency in net revenues pledged, which taxes may be levied without
limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water and sewer plant and
system free from competition by other like municipal utilities; that adequate insurance on said plant
and system and suitable fidelity bonds on employees will be carried; that proper and adequate books
of account will be kept showing all receipts and disbursements relating to the Water and Sewer
Fund, into which it will pay all of the gross revenues from the water and sewer plant and system; that
it will also create and maintain a General Obligation Utility Revenue Bonds, Series 2008A Debt
Service Fund, into which it will pay, out of the net revenues from the water and sewer system a sum
sufficient to pay principal hereof and interest thereon when due; and that it will provide, by ad
valorem tax levies, for any deficiency in required net water and sewer system revenues.
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 Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of
other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or
Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal
amount, bearing interest' at the same rate and maturing on the same date, subject to reimbursement
for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange.
The City and the 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 Registrar will be affected
by any notice to the contrary.
Resolution No. 08-146 -8-
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation of the City in
accordance with its terms, have been done, do exist, have happened and have been performed as so
required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated:
CITY OF ST. LOUIS PARK,
MINNESOTA
(Facsimile) (Facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
By
Authorized Representative
Resolution No. 08-146 -9-
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice:
Signature Guaranteed:
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.
Resolution No. 08-146 -10-
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
Federal ID #13-2555119
Signature of
Officer of Registrar
3.02. The City Manager will obtain a copy of the proposed approving legal opinion of
Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating
thereof and will cause the opinion to be printed on or accompany each Bond.
Resolution No. 08-146 -11-
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The City will create and continue to operate its Water and Sewer Fund to
which will be credited all gross revenues of the water and sewer plant and system and out of which
will be paid all normal and reasonable expenses of current operations of the water and sewer plant
and system. Any balance therein are deemed net revenues and will be transferred, from time to time,
to a General Obligation Utility Revenue Bonds, Series 2008A Debt Service Fund (the "Debt Service
Fund") hereby created in the Water and Sewer Fund, which fund will be used only to pay principal
of and interest on the Bonds and any other bonds similarly authorized. There will always be
retained in the Debt Service Fund a sufficient amount to pay principal of and interest on all the
Bonds described in Section 1.01, and the City Manager must report any current or anticipated
deficiency in the Debt Service Fund to the City Council. There is appropriated to the Debt Service
Fund (i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over the
minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in
the Debt Service Fund in accordance with Section 1.03 and (iii) the accrued interest paid by the
Purchaser upon closing and delivery of the Bonds.
(b) Construction Fund. The proceeds of the Bonds, less the appropriations made in
paragraph (a), together with any other funds appropriated during the construction of the Project
financed by the Bonds will be deposited in a separate construction fund (the "Construction Fund")
to be used solely to defray expenses of the Utilities Project and the Service Center Project. When the
Utilities Project and Service Center Project are completed and the cost thereof paid, the
Construction Fund is to be closed and any balance therein is to be deposited in the Debt Service
Fund.
4.02. The City Council covenants and agrees with the holders of the Bonds that so long as
any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants
and agreements:
(a) The City will continue to maintain and efficiently operate the water and
sewer plant and system as public utilities and conveniences free from competition of other
like municipal utilities and will cause all revenues therefrom to be deposited in bank
accounts and credited to the water and sewer system accounts as hereinabove provided, and
will make no expenditures from those accounts except for a duly authorized purpose and in
accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account in
the Water and Sewer Fund and will cause money to be credited thereto from time to time,
out of net revenues from the water and sewer plant and system in sums sufficient to pay
principal of and interest on the Bonds when due.
Resolution No. 08-146 -12-
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entries as to all transactions relating to the water and sewer plant and system and which will
be open to inspection and copying by any bondholder, or the bondholder's agent or
attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon
request and upon payment of a reasonable fee therefor, and said account will be audited at
least annually by a qualified public accountant and statements of such audit and report will
be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water and
sewer plant and system to be bonded in reasonable amounts for the protection of the City
and the bondholders and will cause the funds collected on account of the operations of the
water and sewer plant and system to be deposited in a bank whose deposits are guaranteed
under the Federal Deposit Insurance Law.
(e) The Council will keep the water and sewer plant and system insured at all
times against loss by fire, tornado and other risks customarily insured against with an insurer
or insurers in good standing, in such amounts as are customary for like plants, to protect the
holders, from time to time, of the Bonds and the City from any loss due to any such casualty
and will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the water and sewer plant and system as required by law.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce,
net revenues adequate to pay all principal and interest when due on the Bonds and to create
and maintain such reserves securing said payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property in
the City, when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues for the payment
of principal and interest on the Bonds will produce at least five percent in excess of the amount
needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is
needed at this time.
4.04. The City Manager is authorized and directed to file a certified copy of this resolution
with the Taxpayer Services Division Manager of Hennepin County and to obtain the certificate
required by Minnesota Statutes, Section 475.63.
Resolution No. 08-146 -13-
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of
the City relating to the Bonds and to the financial condition and affairs of the City, and such other
certificates, affidavits and transcripts as may be required to show the facts within their knowledge or
as shown by the books and records in their custody and under their control, relating to the validity
and marketability of the Bonds, and such instruments, including any heretofore furnished, will be
deemed representations of the City as to the facts stated therein.
5.02. The Mayor, City Manager and Finance Director are authorized and directed to
certify that they have examined the Official Statement prepared and circulated in connection with
the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
5.03. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable
to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered
as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing date for further
distribution as directed by the City's financial adviser, Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. 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 the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers, employees or agents to
take, all affirmative action within its power that may be necessary to ensure that such interest will
not become subject to taxation under the Code and applicable Treasury Regulations, as presently
existing or as hereafter amended and made applicable to the Bonds.
6.02. The City will comply with requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of
excess investment earnings to the United States unless the City is eligible for an exemption from
rebate under the Treasury Regulations.
Resolution No. 08-146 -14-
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. The City will use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designations made by this section.
Section 7. Book -Entry System; Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Registrar in the name of
Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions from
time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other
person on behalf of which a Participant holds an interest in the Bonds, including but not limited to
any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.
or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
Participant or any other person (other than a registered owner of Bonds, as shown by the registration
books kept by the Registrar), of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any Participant or any other person, other than a registered
owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the
Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose
name each Bond is registered in the registration books kept by the Registrar as the holder and
absolute owner of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all
other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the
Bonds only to or on the order of the respective registered owners, as shown in the registration books
kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
the City's obligations with respect to payment of principal of, premium, if any, or interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds,
as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing
the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to
the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words
Resolution No. 08-146 -15-
"Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a notice, the City
Manager will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to
take all action necessary for all representations of the City in the Representation letter with respect to
the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificate, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered
owner in accordance with the provisions of this Resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and
discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. The City hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be
considered an event of default with respect to the Bonds; however, any Bondholder may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under this section.
8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of
the Bonds, as originally executed and as it may be amended from time to time in accordance with
the terms thereof.
Resolution No. 08-146 -16-
Section 9. Defeasance.
9.01. When all Bonds and all interest thereon, have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds
will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment
of the principal of and interest on the Bonds will remain in full force and effect. The City may
discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a
sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Omodt, and upon vote being taken thereon, the following voted in favor thereof:
Jacobs, Omodt, Finkelstein, Basill, Paprocki, Carver
and the following voted against the same:
None
here
on said resolution was declared duly passed and adopted.
Revi i wed fo Administration:
City
Attest:
Adopted by the
Mayo
ty Council November 17, 2008