HomeMy WebLinkAboutCity Council Resolution 2009-268CERTIFICATION OF MINUTES RELATING TO
GENERAL OBLIGATION ACTIVITY CENTER AND FIELD HOUSE REFUNDING
BONDS, SERIES 2009B
City: City of Plymouth, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held October 27, 2009, at
7:OOo'clock P.M., at the City offices.
Members present: Mayor Slavik, Councilmembers Willis, Bildsoe, Johnson, Murdock,
Stein, and Black.
Members absent: None.
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2009-268
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $ GENERAL OBLIGATION
ACTIVITY CENTER AND FIELD HOUSE REFUNDING BONDS,
SERIES 2009B
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 on , 2009.
City Clerk
It was reported that proposals for the purchase of $
General Obligation Activity Center and Field House Refunding Bonds, Series 2009B,
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 NO. 2009-268
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $
GENERAL OBLIGATION ACTIVITY CENTER AND
FIELD HOUSE REFUNDING BONDS, SERIES 2009B
BE IT RESOLVED by the City 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 Activity Center and Field House Refiinding
Bonds, Series 2009B, in the aggregate principal amount of $ (the
"Bonds"), pursuant to Minnesota Statutes Chapter 475, the proceeds of which will be
used to refiind on February 1, 2010 (the "Redemption Date") the 2011 through 2014
maturities, aggregating $1,470,000 in principal amount, of the City's $4,500,000 General
Obligation Activity Center and Field House Bonds, Series 1998C, dated as of December
1, 1998 (the "Refunded Bonds"). The Refiunded Bonds were issued to finance the
constriction, equipping and fi rnishing of a building to be used as an activity center, field
house and for other public purposes, as approved by electors at a special election duly
called and held on May 19, 1998. 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
the Bonds at a price of $
issuance and delivery.
, in
(the "Purchaser"), to purchase
plus accrued interest, if any, to the date of
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 Amount Rate Year Amount Rate
2011 $ % 2013 $ %
2012 2014
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. The Bonds shall not be subject to optional redemption prior
to their stated maturity dates.
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
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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 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
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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 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
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and effective to fully satisfy and discharge the City's obligations with respect to the
principal of and interest on the Bonds to the extent of the sum or sums so paid. No
person other than DTC shall receive an authenticated Bond for each separate stated
maturity evidencing the obligation of the City to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Bonds will be
transferable to such new nominee in accordance with paragraph (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.
form:
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION ACTIVITY CENTER AND FIELD HOUSE REFUNDING
BOND, SERIES 2009B
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 I and August I 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.
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
full 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 in the aggregate principal amount of $1,515,000 (the
"Bonds") issued pursuant to a resolution adopted by the City Council on October 27,
2009 (the "Resolutions") to provide funds, together with other available fiends of the
City, to refiund on February 1, 2010, the 2011-2014 maturities of the City's General
Obligation Activity Center and Field House Bonds, Series 1998C, dated, as originally
issued, as of December 1, 1998, which are currently outstanding in the amount of
$1,470,000. The Bonds are issued pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Chapter 475. The Bonds are issuable only in fully registered form, in
denominations of $5,000 or any integral multiple thereof, of single maturities.
The Bonds are not subject to optional redemption prior to maturity.
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
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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 as "qualified tax-exempt obligations" pursuant
to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
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.
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.
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 prior 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, prior to the issuance hereof, a direct, annual, ad valorem
tax has been duly levied upon all taxable property in the City, which ad valorem taxes are
estimated to be receivable in years and amounts not less than five percent in excess of the
amounts required to pay the principal of and interest on the Bonds when due; that if
necessary for payment of such principal and interest, additional ad valorem taxes are
required to be levied upon all taxable property in the City, without limitation as to rate or
amount; that the issuance of this Bond, together with all other indebtedness of the City
outstanding on the date hereof and on the date of its actual issuance and delivery, 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.
IN WITNESS WHEREOF, the City of Plymouth, 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 and has caused this Bond to be dated as of the date set forth
below.
CITY OF PLYMOUTH, MINNESOTA
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(facsimile signature City Manager) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
Dated:
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.
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
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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 the 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 ACTIVITY CENTER AND FIELD HOUSE
REFUNDING BONDS, SERIES 2009B BOND FUND. So long as any of the Bonds are
outstanding and any principal of or interest thereon unpaid, the City Manager shall
maintain a separate debt service fund on the official books and records of the City to be
known as the General Obligation Activity Center and Field House Refiunding Bonds,
Series 2009B Bond Fund (the "Bond Fund"), and the principal of and interest on the
Bonds shall be payable from the Bond Fund. 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 fiends
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 taxes collected in accordance with the
provisions of Section 5 hereof, and (d) any other funds appropriated by the Council for
the payment of the Bonds. The moneys on hand in the Bond Fund from time to time
shall be used solely to pay the principal of and interest on 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. In order to produce aggregate amounts which will produce not less than 5% in
excess of the amount needed to meet when due the principal and interest payments on the
Bonds, ad valorem taxes are hereby levied on all taxable property in the City. The taxes
are to be levied and collected in the following years and amounts:
Levy Years Collection Years Amount
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See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,
provided that the City reserves the right and power to reduce the tax levies in accordance
with the provisions of Minnesota Statutes, Section 475.61.
SECTION 6. 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 fiill; 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 fiill 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 7. CERTIFICATION OF PROCEEDINGS.
7.01. 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
(the "County Auditor") and obtain a certificate that the Bonds have been duly entered
upon the County Auditor's bond register and the tax required by law has been levied.
7.02. Authentication of Transcript. The officers of the City and the County
Auditor are hereby authorized and directed to prepare and fi rnish 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 and certificates, including any
heretofore fi rnished, shall be deemed representations of the City as to the correctness of
all statements contained therein.
7.03. 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
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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.
7.04. 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 8. TAX COVENANTS, ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. General Tax Covenant. The City covenants and agrees with the registered
owners from time to time of the Bonds that it will not take or permit to be taken by any of
its officers, employees or agents, any action which would cause the interest on the Bonds
to become includable in gross income of the recipient under the Code and applicable
Treasury Regulations (the "Regulations"), and covenants to take any and all affirmative
actions within its powers to ensure that the interest on the Bonds will not become
includable in the gross income of the recipient under the Code and the Regulations. The
City has not and will not enter into any lease, management contract, operating agreement,
use agreement or other contract relating to the use or operation of the facilities refinanced
by the Bonds, or any portion thereof, or security for the payment of the Bonds which
would cause the Bonds to be considered "private activity bonds" or "private loan bonds"
pursuant to Section 141 of the Code.
8.02. 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.
8.03. 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 fiind") arise during or after the expenditure of the original proceeds thereof.
8.04. 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
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2009, the Bonds are hereby designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Code.
8.05. 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:
(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
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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
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;
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(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:
(1) the information described in paragraphs (1), (2) and (3) of subsection (b), to
the MSRB through EMMA;
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(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.
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 9. 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 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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Date
PROJECTED LEVIES
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Levv
NOTICE OF REDEMPTION
$4,500,000 General Obligation Activity Center and Field House Bonds, Series 1998C
Dated December 1, 1998
City of PIN -mouth, 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
$345,000
4.150%
2012
360,000
4.200
2013
375,000
4.300
2014
390,000
4.375
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
Citv Hall
3400 Plymouth Boulevard
PIN -mouth, Minnesota 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 mai- 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, Minnesota 55113 (651-697-8500), financial advisor to the City.
Dated: October 27, 2009.
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BY ORDER OF THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, MINNESOTA
/s/
City Finance Director
CERTIFICATE OF HENNEPIN COUNTY AUDITOR AS TO REGISTRATION AND
TAX LEVY
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 April 21, 2009, by the City Council of the City of
Plymouth, Minnesota, setting forth the form and details of an issue of $5,080,000 General
Obligation Activity Center and Field House Refiinding Bonds, Series 2009B, dated as of
May 1, 2009 and levying taxes for the payment thereof.
I fiirther certify that the issue has been entered on my note register and the tax
required by law for their payment has been levied and filed as required by Minnesota
Statutes, Sections 475.61 through 475.63.
WITNESS my hand officially this day of , 2009.
County Auditor
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