HomeMy WebLinkAboutCity Council Resolution 2020-283
RESOLUTION NO. 2020-283
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF PLYMOUTH, MINNESOTA
HELD: October 13, 2020
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Plymouth, Hennepin County, Minnesota, was duly called and held at the City Hall on October
13, 2020, at 7:00 P.M., for the purpose, in part, of authorizing issuance and awarding the sale of
$38,965,000 General Obligation Tax Abatement Bonds, Series 2020A.
The following members were present: Mayor Wosje, Councilmembers McGregor, Roehl,
Davis, Prom, Carroll, and Willis.
and the following were absent: None.
RESOLUTION ACCEPTING OFFER ON THE SALE OF $38,965,000 GENERAL
OBLIGATION TAX ABATEMENT BONDS, SERIES 2020A, PROVIDING FOR THEIR
ISSUANCE AND PLEDGING TAX ABATEMENTS AND LEVYING A TAX FOR THE
SECURITY AND PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Plymouth, Minnesota (the "City"), has
heretofore determined and declared that it is necessary and expedient to issue $38,965,000
aggregate principal amount General Obligation Tax Abatement Bonds, Series 2020A (the "Bonds"
or individually a "Bond"), pursuant to Minnesota Statutes, Chapter 475 and Sections 469.1812
through 469.1815, particularly Section 469.1814, to finance the renovation and expansion of
Plymouth Creek Center (the “Project”); and
B. WHEREAS, the City has requested, in writing, that Independent School District
No. 284 (the “Wayzata School District”) grant an abatement for the Project. The Wayzata School
District has declined, in writing, to grant an abatement and therefore the City has the authority to
grant an abatement for up to 20 years; and
C. WHEREAS, the City has requested, in writing, that Independent School District
No. 281 (the “Robbinsdale School District”) to grant an abatement for the Project. The
Robbinsdale School District has declined, in writing, grant an abatement and therefore the City
has the authority to grant an abatement for up to 20 years; and
D. WHEREAS, the City has heretofore established a tax abatement program) the
"Program"), pursuant to the provisions of Minnesota Statutes, Sections 469.1812 through
469.1815, with respect to providing for the abatement of property taxes for a period of twenty (20)
years on various properties in the City, as described in the Resolution adopted by the City Council
on August 25, 2020, approving the Program (the "Abatement Resolution"); and
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E. WHEREAS, the amount of the property taxes abated are estimated to be at least
equal to the principal of the Bonds and pursuant to the provisions of the Abatement Resolution,
Bond proceeds are to be expended to provide money to pay for costs of the Project; and
F. WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent municipal advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been solicited
by Ehlers; and
G. WHEREAS, the offers set forth on Exhibit A attached hereto were received by the
City Finance Manager, or designee, at the offices of Ehlers at 10:00 A.M., on the date hereof,
pursuant to the Preliminary Official Statement, dated October 1, 2020 established for the Bonds;
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 Plymouth,
Minnesota, as follows:
1. Acceptance of Proposal. The proposal of Morgan Stanley & Co, LLC, New York,
New York (the "Purchaser"), to purchase the Bonds, in accordance with the Preliminary Official
Statement established for the Bonds, at the rates of interest hereinafter set forth, and to pay therefor
the sum of $41,763,215.77, plus interest accrued to settlement, is hereby found, determined and
declared to be the most favorable proposal received, is hereby accepted and the Bonds are hereby
awarded to the Purchaser. The Finance Manager is directed to retain the deposit of the Purchaser
and to forthwith return to the unsuccessful bidders their good faith checks or drafts.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated November 5, 2020, as the date of original issue and shall be issued forthwith on or
after such date in fully registered form, shall be numbered from R-1 upward in the denomination
of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized
Denominations") and shall mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2022 $405,000 2032 $2,080,000
2023 1,490,000 2033 2,125,000
2024 1,550,000 2034 2,165,000
2025 1,610,000 2035 2,210,000
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2026 1,675,000 2036 2,250,000
2027 1,745,000 2037 2,300,000
2028 1,815,000 2038 2,345,000
2029 1,885,000 2039 2,390,000
2030 1,960,000 2040 2,440,000
2031 2,040,000 2041 2,485,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(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 Registered 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
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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.
(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 the Holder or 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,
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 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 fifteen calendar days in advance of such special
record date to the extent possible.
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(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, 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 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph
10.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference 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. Purpose. The Bonds shall provide funds to finance the Project. Pursuant to the
Abatement Resolution, the City's share of real estate taxes generated as a result of the Project and
the Program (the "Tax Abatements") have been pledged to the payment of principal on the Bonds.
The principal amount of the Bonds does not exceed the estimated amount of Tax Abatements of
$52,000,000. The total cost of the Project, which shall include all costs enumerated in Minnesota
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Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Proceeds of
the Bonds shall be expended on costs or uses permitted by Minnesota Statutes, Sections 469.1812
through 469.1815, and shall not be expended on any costs or devoted to any other uses. The City
covenants that it shall do all things and perform all acts required of it to assure that work on the
Project proceeds with due diligence to completion and that any and all permits and studies required
under law for the Project are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2021, calculated
on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth
opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2022 4.000% 2032 2.000%
2023 4.000% 2033 2.000%
2024 4.000% 2034 2.000%
2025 4.000% 2035 2.000%
2026 4.000% 2036 2.000%
2027 4.000% 2037 2.000%
2028 4.000% 2038 2.000%
2029 4.000% 2039 2.000%
2030 4.000% 2040 2.000%
2031 2.000% 2041 2.000%
5. Redemption. All Bonds maturing on February 1, 2030, and thereafter, shall be
subject to redemption and prepayment at the option of the City on February 1, 2029, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts
within each maturity to be redeemed shall be determined by the City; and if only part of the Bonds
having a common maturity date are called for prepayment, 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. Mailed notice of redemption shall be given to the paying agent and to each
affected registered holder of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar
prior to giving notice of redemption shall assign to each Bond having a common maturity date 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 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
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Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing)
and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to
the Holder of the Bond, without service charge, a new Bond or Bonds having the same stated
maturity and interest rate and of any Authorized Denomination or Denominations, as requested by
the 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. The City hereby appoints its Administrative Services Director,
Plymouth, 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 contract 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
paragraph 12.
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:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF PLYMOUTH
R-_______ $_________
GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2020A
Interest Rate Maturity Date Date of Original Issue CUSIP
% February 1, November 5, 2020
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Plymouth, Hennepin 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 prepayment, and to pay interest thereon
semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing August 1, 2021, 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 City Administrative Services Director, Plymouth, 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 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 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.
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Optional Redemption. The Bonds of this issue (the "Bonds") maturing on February 1,
2030, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2029, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for prepayment,
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. Mailed notice of redemption shall be
given to the paying agent and to each affected Holder of the Bonds prior to the date fixed for
redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed in
advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying the
Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses
shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on the
specified redemption date, provided funds for their redemption have been duly deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of
Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date 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 the Holder's 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 $38,965,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege issued pursuant to and in full conformity with
the Charter of the Issuer, Constitution and laws of the State of Minnesota and a resolution adopted
by the City Council on October 13, 2020 (the "Resolution"), for the purpose of providing to finance
the renovation and expansion of Plymouth Creek Center that benefits the property for which
property taxes are levied and/or abated as described in the Resolution. This Bond is payable out
of the General Obligation Tax Abatement Bonds Fund of the Issuer. 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.
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Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form 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 the Holder's 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 herein 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.
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.
Not a Qualified Tax-Exempt Obligation. This Bond has not been designated by the Issuer
as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Charter of the Issuer, 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 charter,
constitutional or statutory limitation of indebtedness.
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IN WITNESS WHEREOF, the City of Plymouth, Hennepin 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 City Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: ADMINISTRATIVE SERVICES
DIRECTOR
November ____, 2020
Payable at: ADMINISTRATIVE SERVICES
DIRECTOR
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
CITY OF PLYMOUTH,
This Bond is one of the
HENNEPIN COUNTY, MINNESOTA
Bonds described in the
Resolution mentioned
within.
/s/ Facsimile
ADMINISTRATIVE SERVICES
Mayor
DIRECTOR
Plymouth, Minnesota,
Bond Registrar
/s/ Facsimile
City Manager
By:
Authorized Signature
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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 Transfers to Minors 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 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:
___________________________
Signature(s) 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: ________________________________________
________________________________________
________________________________________
(Include information for all joint owners if the Bond is held by joint account.)
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8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and City Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf
of the absent or disabled officer. In case either 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,
the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if
the officer had remained in office until delivery
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 the 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 of August 1, 2020. 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; Exchange. 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.
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 canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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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 the Holder's 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 regulations 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 Finance Manager is hereby
authorized to negotiate and execute the terms of said agreement.
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 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 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) 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 Finance Manager 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 established a special fund to be designated
"General Obligation Tax Abatement Bonds Fund" (the "Fund") to be administered and maintained
by the Finance Manager 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 interest thereon have been fully paid and the City has
been fully reimbursed from the pledge of Tax Abatements for payment of the principal on the
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Bonds paid by the City from taxes levied on property in the City other than the Project. There
shall be maintained in the Fund the following separate accounts:
(a) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less any amount paid for the Bonds in excess of the minimum
bid. From the Construction 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. Moneys in the
Construction Account shall be used for no other purpose except as otherwise provided by law.
Proceeds of the Bonds may be used to the extent necessary to pay interest on the Bonds due prior
to the anticipated date of commencement of the collection of Tax Abatements and taxes herein
levied or covenanted to be levied and if upon completion of the Project there shall remain any
unexpended balance in the Construction Account, the balance shall be transferred to the Debt
Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby irrevocably
appropriated and pledged, and there shall be credited (i) Tax Abatements in an amount sufficient
to pay the annual principal payments on the Bonds; (ii) any amount paid for the Bonds in excess
of the minimum bid; (iii) any collections of all taxes herein and hereafter levied for the payment
of the interest on the Bonds; (iv) all funds remaining in the Construction Account after completion
of the Project and payment of the costs thereof; (v) all investment earnings on funds held in the
Debt Service Account; and (vi) 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.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Construction
Account or Debt Service Account (or any other City account which will be used to pay principal
or interest to become due on the bonds payable therefrom) in excess of amounts which under
then-applicable federal arbitrage regulations may be invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any applicable "temporary periods" or
"minor portion" made available under the federal arbitrage regulations. Money in the Fund shall
not be invested in obligations or deposits issued by, guaranteed by or insured by the United States
or any agency or instrumentality thereof if and to the extent that such investment would cause the
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue
Code of 1986, as amended (the "Code").
16. Tax Abatements; Use of Tax Abatements. The Council has adopted the Abatement
Resolution and has thereby approved the Tax Abatements, including the pledge thereof to the
payment of principal of the Bonds. As provided in the Abatement Resolution, the estimated total
amount of Tax Abatements, if received as estimated for the full maximum term thereof, is
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$52,000,000, and therefore the principal amount of the Bonds does not exceed the maximum
projected amount of the Tax Abatements. The Council hereby confirms the Abatement Resolution,
which is hereby incorporated as though set forth herein.
17. Tax Levy; Coverage Test. To provide moneys for payment of the interest on the
Bonds, there is hereby levied upon all of the taxable property in the City a direct annual ad valorem
tax which shall be spread upon the tax rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
Year of Tax Levy Year of Tax Collection Amount
See Attached Tax Levy Schedule
The tax levies are such that if collected in full they, together with estimated collections of
Tax Abatements, will produce at least five percent in excess of the amount needed to meet when
due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long
as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section
475.61, Subdivision 3.
18. General Obligation Pledge. For the prompt and full payment of the principal of 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 payable therefrom, the
deficiency shall be promptly paid out of any other accounts of the City which are available for
such purpose, and such other funds may be reimbursed without interest from the Debt Service
Account when a sufficient balance is available therein.
19. 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.
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20. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than sixty days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a written
declaration of the City's official intent (a "Declaration") which effectively (i) states the City's
reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out
of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the
property, project or program to which the Declaration relates and for which the Reimbursement
Expenditure is paid, or identifies a specific fund or account of the City and the general functional
purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the
"Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City
for the purpose of financing the Project; provided, however, that no such Declaration shall
necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined
in the Reimbursement Regulations to include engineering or architectural, surveying and soil
testing expenses and similar preliminary costs, which in the aggregate do not exceed twenty
percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the
issuance of the Bonds and in all events within the period ending on the date which is the later of
18 months after payment of the Reimbursement Expenditure or one year after the date on which
the Project to which the Reimbursement Expenditure relates is first placed in service, but not more
than three years after the date of the Reimbursement Expenditure.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants
in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
21. Certificate of Registration. The City Manager is hereby directed to file a certified
copy of this resolution with the County Auditor of Hennepin County, Minnesota, Minnesota,
together with such other information as the Auditor shall require, and to obtain the Auditor's
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certificates that the Bonds have been entered in the Auditor's Bond Register, and that the tax levy
required by law has been made.
22. Continuing Disclosure. 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:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board (the
"MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual financial
information and operating data in accordance with the Undertaking. The City reserves the right to
modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; 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.
The Mayor and City Manager 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 City 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.
23. 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.
24. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to
be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a
manner as to cause the Bonds to be "private activity bonds", other than qualified 501(c)(3) bonds,
within the meaning of Sections 103 and 141 through 150 of the Code.
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25. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with requirements
necessary under the Code to establish and maintain the exclusion from gross income under Section
103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating
to temporary periods for investments, (2) limitations on amounts invested at a yield greater than
the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States. The
City expects to satisfy the twenty-four month exemption for gross proceeds of the Bonds as
provided in Section 1.148-7(e) of the Regulations. The Mayor and/or City Manager are hereby
authorized and directed to make such elections as to arbitrage and rebate matters relating to the
Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such
elections shall be, and shall be deemed and treated as, elections of the City.
26. No Designation of Qualified Tax-Exempt Obligations. The City will not designate
the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
27. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Ehlers is hereby approved and the officers of the City are authorized in connection
with the delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
28. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to Old National Bank,
Chaska, Minnesota, on the closing date for further distribution as directed by the City’s municipal
advisor, Ehlers.
29. 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.
30. 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
_____________ and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
I, the undersigned, being the duly qualified and acting City Clerk of the City of Plymouth,
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, duly called and held on the date therein
indicated, insofar as such minutes relate to authorizing the issuance and awarding the sale of
$38,965,000 General Obligation Tax Abatement Bonds, Series 2020A.
WITNESS my hand on ______________________, 2020.
________________________________
City Clerk
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EXHIBIT A
PROPOSALS
A-1
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A-2
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EXHIBIT B
TAX LEVY SCHEDULE
TAX LEVY CALCULATION Issue ID# 339060
City of Plymouth, MN Dated Date: 11/5/2020
$38,965,000 General Obligation Tax Abatement Bonds, Series 2020A Call Date: 2/1/2029
Tax Tax Bond Less: Tax
Levy Collect Pay P & I @ Abatement
Year Year Year Total P & I 105%* Revenue Net Levy
2020 / 2021 / 2022 1,720,700.00 1,806,735.00 (1,806,735.00) 0.00
2021 / 2022 / 2023 2,535,800.00 2,662,590.00 (2,115,435.00) 547,155.00
2022 / 2023 / 2024 2,536,200.00 2,663,010.00 (2,115,435.00) 547,575.00
2023 / 2024 / 2025 2,534,200.00 2,660,910.00 (2,115,435.00) 545,475.00
2024 / 2025 / 2026 2,534,800.00 2,661,540.00 (2,115,435.00) 546,105.00
2025 / 2026 / 2027 2,537,800.00 2,664,690.00 (2,115,435.00) 549,255.00
2026 / 2027 / 2028 2,538,000.00 2,664,900.00 (2,115,435.00) 549,465.00
2027 / 2028 / 2029 2,535,400.00 2,662,170.00 (2,115,435.00) 546,735.00
2028 / 2029 / 2030 2,535,000.00 2,661,750.00 (2,115,435.00) 546,315.00
2029 / 2030 / 2031 2,536,600.00 2,663,430.00 (2,115,435.00) 547,995.00
2030 / 2031 / 2032 2,535,800.00 2,662,590.00 (2,115,435.00) 547,155.00
2031 / 2032 / 2033 2,539,200.00 2,666,160.00 (2,115,435.00) 550,725.00
2032 / 2033 / 2034 2,536,700.00 2,663,535.00 (2,115,435.00) 548,100.00
2033 / 2034 / 2035 2,538,400.00 2,665,320.00 (2,115,435.00) 549,885.00
2034 / 2035 / 2036 2,534,200.00 2,660,910.00 (2,115,435.00) 545,475.00
2035 / 2036 / 2037 2,539,200.00 2,666,160.00 (2,115,435.00) 550,725.00
2036 / 2037 / 2038 2,538,200.00 2,665,110.00 (2,115,435.00) 549,675.00
2037 / 2038 / 2039 2,536,300.00 2,663,115.00 (2,115,435.00) 547,680.00
2038 / 2039 / 2040 2,538,500.00 2,665,425.00 (2,115,435.00) 549,990.00
2039 / 2040 / 2041 2,534,700.00 2,661,435.00 (2,115,435.00) 546,000.00
Totals 49,915,700.00 52,411,485.00 (42,000,000.00) 10,411,485.00
* The City is required to levy an amount sufficient to cover 105% of principal and interest
payments, totaling $52,411,485. The City intends to annually appropriate $300,000 in
lodging tax revenues to reduce the requirement per M.S. 475.61, subd. 3.
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