HomeMy WebLinkAboutCity Council Resolution 2009-267CERTIFICATION OF MINUTES RELATING TO
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2009A
Issuer: City of Plymouth, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on October 27, 2009, at 7:00
p.m., at the City offices, in Plymouth, Minnesota.
Members present: Mayor Slavik, Councilmembers Willis, Bildsoe, Johnson, Murdock, Stein,
and Black.
Members absent: None.
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2009-267
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 2009A
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefiilly compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this day of October, 2009.
City Clerk
It was reported that proposals for the purchase of $ General
Obligation Tax Increment Refunding Bonds, Series 2009A, were received prior to 1:00 p.m.,
Central time, pursuant to the Official Statement distributed to potential purchasers of the Bonds
by Ehlers & Associates, Inc., financial advisor to the City. The proposals have been publicly
opened, read and tabulated and were found to be as follows:
See Attached
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Councilmember Willis introduced the following resolution and moved its adoption, which
motion was seconded by Councilmember Johnson:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 2009A
BE IT RESOLVED by the City Council (the Council) of the City of Plymouth,
Minnesota (the City), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. It is hereby determined to be in the best interests of the City to
issue and sell its General Obligation Tax Increment Refiinding Bonds, Series 2009A in the
aggregate principal amount of $ (the Bonds), pursuant to Minnesota Statutes
Chapters 429, 469 and 475, the proceeds of which will be used to refiind on February 1, 2010
(the Redemption Date) the 2011 through 2023 maturities, aggregating $2,480,000 in principal
amount, of the City's $2,900,000 General Obligation Tax Increment Bonds, Series 1998A, dated
as of October 1, 1998 (the Refiunded Bonds) issued to finance site improvements within Tax
Increment Financing District No. 7-5A of the City (the District). The City believes a substantial
debt service savings can be achieved by the issuance and sale of the Bonds.
1.02. Sale. The City has retained Ehlers & Associates, Inc., as independent financial
advisor in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section
475.60, subdivision 2, paragraph (9), the requirements as to public sale do not apply to the
issuance of the Bonds. Pursuant to the Official Statement, sealed proposals for the purchase of
the Bonds were received at or before the time specified for receipt of proposals. The proposals
have been opened and publicly read and considered, and the purchase price, interest rates and net
interest cost under the terms of each proposal have been determined. The most favorable
proposal received is that of , in
(the "Purchaser"), to purchase the
Bonds at a price of $ plus accrued interest, if any, to the date of issuance
and delivery.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed to execute a contract on behalf of the City
for the sale of the Bonds in accordance with the terms of the proposal. The good faith deposit of
the Purchaser shall be retained and deposited by the City until the Bonds have been delivered,
and shall be deducted from the purchase price paid at settlement.
SECTION 2. BOND TERMS: REGISTRATION: EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities, Interest Rates, Denominations and Payment. The Bonds shall be
originally dated as of November 24, 2009, shall be in the denomination of $5,000 each, or any
integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from date of issue until paid at the annual rates set
forth opposite such years and amounts, as follows:
Year
2011 $
2012
2013
2014
2015
2016
2017
Amount Rate
Year Amount Rate
2018 $ %
2019
2020
2021
2022
2023
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. Interest shall be computed on the basis
of a 360 -day year composed of twelve 30 -day months. The interest on and, upon surrender of
each Bond, the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein; provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February 1 and August 1 in each year, commencing
August 1, 2010, each such date being referred to herein as an Interest Payment Date, to the
persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at
the Registrar's close of business on the fifteenth day of the calendar month next preceding such
Interest Payment Date, whether or not such day is a business day.
2.04. Redemption. Bonds maturing in 2019 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar
(or, if applicable, by the securities depository in accordance with its customary procedures) in
multiples of $5,000, on February 1, 2018, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The City Manager shall
cause notice of the call for redemption thereof to be published as required by law, and at least 30
days prior to the designated redemption date, shall cause notice of call for redemption to be
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mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 2.06 hereof. No defect in or
failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified and from and
after such date (unless the City shall default in the payment of the redemption price) such Bonds
or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the owner without charge, representing the remaining
principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS -
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on February 1, 20 and 20 (the "Term Bonds") shall be subject
to mandatory redemption prior to maturity pursuant to the sinking fiend requirements of this
Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest
accrued thereon to the redemption date, without premium. The Registrar shall select for
redemption, by lot or other manner deemed fair, on February I in each of the following years the
following stated principal amounts of such Bonds:
The remaining $
maturity on February 1, 20
The remaining $
maturity on February 1, 20
Term Bonds Maturing February 1, 20
Year Princibal Amount
stated principal amount of such Bonds shall be paid at
Term Bonds Maturing February 1, 20
Year Princibal Amount
stated principal amount of such Bonds shall be paid at
Notice of redemption shall be given in accordance with the preceding paragraph.]
2.05. Appointment of Initial Re isg tray. The City hereby appoints the City Finance
Director, Plymouth, Minnesota, as the initial bond registrar, transfer agent and paying agent (the
Registrar). The City reserves the right to remove the Registrar, effective upon not less than thirty
days' written notice and upon the appointment and acceptance of a successor Registrar, in which
event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor
Registrar and shall deliver the Bond Register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal office a register (the Bond
Register) in which the Registrar shall provide for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged. The term Holder or Bondholder as used herein shall mean the
person (whether a natural person, corporation, association, partnership, trust,
governmental unit, or other legal entity) in whose name a Bond is registered in the Bond
Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall 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.
(d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
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 any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be 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 all payments made to any registered owner or upon the owner's order shall
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be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any 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 fiirnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured, it shall not
be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the signatures of the
Mayor and the City Manager, provided that the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he had remained in office until delivery. Notwithstanding such execution, no
Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this
resolution unless and until a certificate of authentication on 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 each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution. When the Bonds have been prepared, executed
and authenticated, the City Manager shall deliver them to the Purchaser upon payment of the
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purchase price in accordance with the contract of sale heretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the City
agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fidly registered bonds,
and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon
initial issuance, the ownership of such Bonds shall be registered in the bond register in the name
of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee)
as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment
of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners of
Bonds under this resolution, registering the transfer of Bonds, and for all other purposes
whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City shall have any responsibility or obligation to any Participant,
any person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other person which is not shown on the bond register as being a registered
owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount with respect to
the principal of or interest on the Bonds, with respect to any notice which is permitted or
required to be given to owners of Bonds under this resolution, or with respect to any consent
given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is
registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of
and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede &
Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid
and effective to fidly satisfy and discharge the City's obligations with respect to the principal of
and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC
shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of
the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
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Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph
(e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial Owners
that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and
the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of
Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance
with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor or City
Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b)
or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF PLYMOUTH
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 2009A
Interest Rate Maturity Date Date of Original Issue CUSIP No.
% February 1, 20 November 24, 2009
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF PLYMOUTH, STATE OF MINNESOTA (the City), acknowledges itself
to be indebted and hereby promises to pay to the registered owner named above, or registered
assigns, the principal amount specified above on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable on February 1 and
August 1 in each year, commencing August 1, 2010, 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 so payable on any Interest Payment Date shall be
paid 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 calendar month immediately preceding the Interest
Payment Date, all subject to the provisions referred to herein with respect to the redemption of
the principal of this Bond before maturity. Interest hereon shall be computed on the basis of a
360 -day year composed of twelve 30 -day months. The interest hereon and, upon presentation
and surrender hereof at the principal office of the Registrar described below, the principal hereof
are payable in lawful money of the United States of America by check or draft drawn on the City
Finance Director, Plymouth, Minnesota, as bond registrar, transfer agent and paying agent, or its
successor designated under the Resolution described herein (the Registrar), or its designated
successor under the Resolution described herein. For the prompt and fill payment of such
principal and interest as the same respectively become due, the fill faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue (the Bonds) in the aggregate principal amount of
$ , issued pursuant to a resolution adopted by the City Council on October 27,
2009 (the Resolution) to refiund certain outstanding general obligation tax increment bonds of the
City issued to finance site improvements within Tax Increment Financing District No. 7-5A of
the City (the District) and is issued pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429,
469 and 475. The Bonds are issuable only in fully registered form, in denominations of $5,000
or any integral multiple thereof, of single maturities.
Bonds maturing in 2019 and later years shall be subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the securities
depository in accordance with its customary procedures) in multiples of $5,000, on February 1,
2018, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The City Manager shall cause notice of the call for
redemption thereof to be published as required by law, and at least 30 days prior to the
designated redemption date, shall cause notice of call for redemption to be mailed, by first class
mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on
the bond register. No defect in or failure to give such mailed notice of redemption shall affect
the validity of proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS -
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on February 1, 20 and 20 (the "Term Bonds") shall be subject
to mandatory redemption prior to maturity pursuant to the sinking fiend requirements of this
paragraph at a redemption price equal to the stated principal amount thereof plus interest accrued
thereon to the redemption date, without premium. The Registrar shall select for redemption, by
lot or other manner deemed fair, on February 1 in each of the following years the following
stated principal amounts of such Bonds:
The remaining $
maturity on February 1, 20
The remaining $
maturity on February 1, 20
Term Bonds Maturing February 1, 20
Year Principal Amount
stated principal amount of such Bonds shall be paid at
Term Bonds Maturing February 1, 20
Year Principal Amount
stated principal amount of such Bonds shall be paid at
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Notice of redemption shall be given in accordance with the preceding paragraph.]
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 Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
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 shall be
affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed 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; that the City has
established its General Obligation Tax Increment Refunding Bonds, Series 2009A Bond Fund
and has appropriated thereto ad valorem tax increments to be derived from the District, which tax
increments are estimated to be receivable in years and in amounts sufficient to produce sums not
less than five percent in excess of the principal of and interest on the Bonds when due, and has
appropriated tax increments to its Bond Fund for the payment of such principal and interest; that
if necessary for the payment of such principal and interest when due, ad valorem taxes are
required to be levied upon all taxable property in the City, without limitation as to rate or
amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
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IN WITNESS WHEREOF, the City of Plymouth, State of Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager.
CITY OF PLYMOUTH, MINNESOTA
(facsimile signature — City Manager) (facsimile signature - Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
CITY FINANCE DIRECTOR,
PLYMOUTH, MINNESOTA, as Registrar
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in fiill according to the applicable laws or regulations:
TEN COM - as tenants in common UTMA ................... as Custodian for .................
(Cost) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act .............
(State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of the
within Bond, with fill power of substitution in the premises.
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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
enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements
of the Registrar, which requirements include membership or participation in STAMP or such
other "signature guaranty program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING N[_]1VIBER OF
ASSIGNEE:
[end of bond form]
SECTION 3. USE OF PROCEEDS. Upon payment for the Bonds by the Purchaser, Bond
proceeds shall be used as follows: (a) $ shall be deposited in the sinking fiind
established for the Refiinded Bonds to be applied to their redemption and prepayment on
February 1, 2010, (b) $ shall be applied to pay costs of issuance and (c)
$ shall be deposited in the Bond Fund created pursuant to Section 4 hereof.
SECTION 4. GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES
2009A BOND FUND. The Bonds shall be payable from a separate and special General
Obligation Tax Increment Refiunding Bonds, Series 2009A Bond Fund (the Bond Fund) of the
City, which the City agrees to maintain until the Bonds have been paid in fill. If the money in
the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds,
such amounts shall be paid from other moneys on hand in other fiends of the City, which other
funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund.
The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal
of and interest on the Bonds. Into the Bond Fund shall be paid: (a) the amounts specified in
Section 3; (b) all excess amounts on deposit in the debt service fiends maintained for the payment
of the Refiunded Bonds upon the retirement of the Refiunded Bonds on the Redemption Date; (c)
ad valorem tax increments derived from the District to the extent determined by the Council to
be necessary, in addition to other fiends appropriated to the Bond Fund, to pay principal and
interest on the Bonds when due; (d) ad valorem taxes collected in accordance with the provisions
of Section 5 hereof, and (e) any other fiends appropriated by the Council for the payment of the
Bonds.
SECTION 5. PLEDGE OF TAXING POWERS. For the prompt and fill payment of the
principal of and interest on the Bonds as such payments respectively become due, the fill faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. It is
hereby estimated that the tax increments and other funds appropriated to the Bond Fund as set
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forth in Section 4 hereof will produce amounts not less than five percent in excess of the
amounts needed to meet when due the principal and interest payments on the Bonds, and
therefore no ad valorem taxes are required to be levied at this time. Nevertheless, if the balance
in the Bond Fund is at any time insufficient to pay all interest and principal then due on all
Bonds payable therefrom, the payment shall be made from any fund of the City which is
available for that purpose, subject to reimbursement from the Bond Fund when the balance
therein is sufficient, and the City Council covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional of statutory limitation.
SECTION 6. DEBT SERVICE FUND BALANCE RESTRICTION. In order to ensure
compliance with the Code, and applicable Treasury Regulations (the Regulations), upon
allocation of any funds to the Bond Fund, the balance then on hand in the Fund shall be
ascertained. If it exceeds the amount of principal and interest on the Bonds to become due and
payable through February I next following, plus a reasonable carryover equal to 1/12th of the
debt service due in the following bond year, the excess shall (unless an opinion is otherwise
received from bond counsel) be used to prepay or purchase Bonds, or invested at a yield which
does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Code.
SECTION 7. DEFEASANCE. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this Resolution to the registered
owners of the Bonds shall cease. The City may discharge its obligations with respect to any
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; or, 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 from the due date to the date of such deposit. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank or trust company qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited, bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be required
to pay all principal and interest to become due thereon to maturity.
SECTION 8. CERTIFICATION OF PROCEEDINGS.
8.01. Registration of Bonds. The City Manager is hereby authorized and directed to file
a certified copy of this resolution with the County Auditor of Hennepin County and obtain a
certificate that the Bonds have been duly entered upon the Auditor's bond register.
8.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and
such other affidavits, certificates and information as may be required to show the facts relating to
the legality and marketability of the Bonds, as the same appear from the books and records in
their custody and control or as otherwise known to them, and all such certified copies, affidavits
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and certificates, including any heretofore furnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
8.03. Official Statement. The Preliminary Official Statement relating to the Bonds,
dated , 2009, relating to the Bonds prepared and distributed by Ehlers &
Associates, Inc., the financial advisor for the City, is hereby approved. Ehlers & Associates,
Inc., is hereby authorized on behalf of the City to prepare and distribute to the Purchaser within
seven business days from the date hereof, a supplement to the Official Statement listing the
offering price, the interest rates, selling compensation, delivery date, the underwriters and such
other information relating to the Bonds required to be included in the Official Statement by Rule
15c2-12 adopted by the Securities and Exchange Commission (the "SEC") under the Securities
Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute
such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of
the Official Statement.
8.04. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City
authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of
issuance expenses to Bank of America, N.A., on the closing date for further distribution as
directed by the City's financial advisor, Ehlers & Associates, Inc.
SECTION 9. TAX COVENANTS, ARBITRAGE MATTERS, REIMBURSEMENT
AND CONTINUING DISCLOSURE.
9.01. General Tax Covenant. The City covenants and agrees with the registered owners
of the Bonds that it will not take, or permit to be taken by any of its officers, employees or
agents, any actions that would cause interest on the Bonds to become includable in gross income
of the recipient under the Internal Revenue Code of 1986, as amended (the Code) and applicable
Treasury Regulations (the Regulations), and covenants to take any and all actions within its
powers to ensure that the interest on the Bonds will not become includable in gross income of the
recipient under the Code and the Regulations. It is hereby certified that the proceeds of the
Refiinded Bonds (or bonds refiinded thereby) were used for the acquisition and betterment of
municipal infrastructure improvements owned and maintained by the City and available for use
by members of the general public on substantially equal terms, and the City covenants and agrees
that, so long as the Bonds are outstanding, the City shall not enter into any lease, management
agreement, use agreement or other contract with any nongovernmental entity relating to the
improvements so refinanced which would cause the Bonds to be considered "private activity
bonds" or "private loan bonds" pursuant to Section 141 of the Code.
9.02. Arbitrage Certification. The Mayor and City Manager being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
Section 148 of the Code, and applicable Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning of the Code and Regulations.
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9.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds
(other than amounts constituting a "bona fide debt service fiend") arise during or after the
expenditure of the original proceeds thereof.
9.04. Qualified Tax -Exempt Obligations. In order to enhance the marketability of the
Bonds and since the City and all subordinate entities do not reasonably expect to issue in excess
of $30,000,000 of tax-exempt governmental bonds during calendar year 2009, the Bonds are
hereby designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b)
of the Code.
9.05. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Bonds and the security therefor and to permit
the Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect
and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds,
the City hereby makes the following covenants and agreements for the benefit of the Owners (as
hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated
person in respect of the Bonds within the meaning of the Rule for purposes of identifying the
entities in respect of which continuing disclosure must be made. If the City fails to comply with
any provisions of this section, any person aggrieved thereby, including the Owners of any
Outstanding Bonds, may take whatever action at law or in equity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any default hereunder
to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no
event shall a default under this section constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a
Bond, any person or entity which (a) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of the
Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
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(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2009, the following financial information and
operating data in respect of the City (the Disclosure Information):
(A) the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and cash flows for the fiscal year then ended, showing
in comparative form such figures for the preceding fiscal year of the City,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
City, noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings:
Current Property Valuations; Direct Debt; Tax Levies and Collections;
Population Trend and Employment/Unemployment, which information may be
unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been submitted
to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the
document incorporated by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board (the "MSRB"). The City shall clearly identify in the
Disclosure Information each document so incorporated by reference. If any part of the
Disclosure Information can no longer be generated because the operations of the City have
materially changed or been discontinued, such Disclosure Information need no longer be
provided if the City includes in the Disclosure Information a statement to such effect, provided,
however, that if such operations have been replaced by other City operations in respect of which
data is not included in the Disclosure Information and the City determines that certain specified
data regarding such replacement operations would be a Material Fact (as defined in paragraph (2)
hereof), then, from and after such determination, the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Information is
changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
16
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
(2) In a timely manner, notice of the occurrence of any of the following events which is
a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event
that would be deemed material for purposes of the purchase, holding or sale of a Bond within the
meaning of applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described in
subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
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(1) the information described in paragraphs (1), (2) and (3) of subsection (b), to the
MSRB through EMMA;
(2) the information described in subsection (b), to any rating agency then maintaining a
rating of the Bonds at the request of the City and, at the expense of such Bondowner,
to any Bondowner who requests in writing such information, at the time of
transmission under paragraph (1) of this subsection, or, if such information is
transmitted with a subsequent time of release, at the time such information is to be
released;
(3) all documents provided to the MSRB shall be accompanied by identifying
information as prescribed by the MSRB.
(d) Term, Amendments, Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Board filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
IN
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
SECTION 10. REFUNDED BONDS CALL. The City Finance Director, as registrar for
the Refiunded Bonds, is hereby directed to call the Refiunded Bonds for redemption and
prepayment on February 1, 2010, and to give notice of redemption, substantially in the form
attached hereto, all in accordance with the provisions of the resolution authorizing the issuance
of the Refiunded Bonds.
Upon vote being take 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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COUNTY AUDITOR'S CERTIFICATE AS TO REGISTRATION
The undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on October 27, 2009, by the City Council of the City of Plymouth,
Minnesota, setting forth the form and details of an issue of $ General Obligation Tax
Increment Refunding Bonds, Series 2009A, dated as of November 24, 2009.
I further certify that the issue has been entered on my bond register and filed as required
by Minnesota Statutes, Sections 475.62 through 475.63.
WITNESS my hand officially this day of , 2009.
County Auditor
(SEAL)
NOTICE OF REDEMPTION
$2,900,000 General Obligation Tax Increment Bonds, Series 1999A
Dated October 1, 1998
City of Plymouth, Minnesota
NOTICE IS HEREBY GIVEN THAT there have been called for redemption and prepayment on February 1, 2010,
all outstanding Bonds of the above referenced issue, maturing on February 1 in the following years and having the
interest rates and CUSIP numbers listed below:
Year
Amount
Interest Rate CUSIP Number*
2011
$ 95,000
4.20%
2012
110,000
4.25
2013
120,000
4.30
2014
135,000
4.35
2015
150,000
4.40
2016
165,000
4.45
2019
605,000
4.55
2023
1,100,000
4.65
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of
redemption. Holders of the Bonds should present them for payment, on or before said date, on which date they will
cease to bear interest, to the following Paying Agent:
Finance Director
Citi Hall
3400 Plymouth Boulevard
PIN -mouth, Mirmesota 55447-1482
(763) 509-5060
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001, federal
backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment
by the redeeming institutions if they are not provided with your social security number or federal employer
identification number, properly certified. This requirement is fulfilled by submitting a W-9 Form, which may be
obtained at a bank or other financial institution.
The Paying Agent shall not be responsible for the selection of or use of the CUSIP number, nor is any representation
made as to its correctness indicated in this Notice of Redemption. It is included solely for the convenience of the
Holders.
Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc.. 3060 Centre Pointe
Drive. Roseville, Mirmesota 55113 (651-697-8500), financial advisor to the City.
Dated: October 27, 2009. BY ORDER OF THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, MINNESOTA
/s/ Jodi Bursheim
City Finance Director