HomeMy WebLinkAboutCity Council Resolution 2005-100CERTIFICATION OF MINUTES
Municipality: The City of Plymouth, Minnesota
Governing Body: City Council
Meeting: A meeting of the City Council of The City of Plymouth was held on the 8th day
of March, 2005, at 7:00 p.m. at Plymouth City Center, 3400 Plymouth
Boulevard, Ph mouth, Minnesota.
Members present: Mayor Johnson, Councilmembers Willis, Slavik, Bildsoe, Stein, and Black.
Members absent: Councilmember Hewitt.
Documents: Resolution No. 2005-100 - RESOLUTION RELATING TO $1,370,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2005A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE
FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY THEREFOR
Certification:
L Sandy Paulson, City Clerk of the City of Plymouth, Minnesota, do hereby certify the following:
Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City of
Plymouth, Minnesota, which resolution was adopted by the Plymouth City Council, at the meeting referred to above.
Said meeting was a regular meeting of the Plymouth City Council, was open to the public, and was held at the time
at which meetings of the City Council are regularly held. Member Bildsoe moved the adoption of the attached
resolution. The motion for adoption of the attached resolution was seconded by Member Willis. A vote being taken
on the motion, the following voted in favor of the resolution:
All members voted in favor.
and the following voted against the resolution:
Whereupon said resolution was declared duly passed and adopted by at least two-thirds of the members of
the City Council. The attached resolution is in full force and effect and no action has been taken by the City Council
of the City of Plymouth, Minnesota which would in anti wav alter or amend the attached resolution.
2005.
Witness mi- hand officially- as the City Clerk of the City of Plymouth, Minnesota this 8t" day of March,
By
Its City Clerk
CITY OF PLYMOUTH
RESOLUTION NO. 2005-100
RESOLUTION RELATING TO $1,370,000 GENERAL
OBLIGATION TAX INCREMENT BONDS, SERIES 2005A;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS, AND PROVIDING FOR
THE EXECUTION AND DELIVERY THEREOF AND THE
SECURITY THEREFOR
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. This Council hereby determines that it is necessary and in
the best interests of the City to issue and sell its General Obligation Tax Increment Bonds, Series
2005A (the "Bonds"), in the principal amount of $1,370,000 pursuant to Minnesota Statutes,
Chapter 475 and Section 469.178, to finance certain public development costs relating to the
redevelopment of an existing 28 -acre site in the City (the "Project'), as provided in that certain
Development Agreement between the Housing and Redevelopment Authority in and for the City
of Plymouth, Minnesota (the "Authority") and Shops at Plymouth Creek, L.L.C., in connection
with the redevelopment project being undertaken by the Authority pursuant to Tax Increment
Financing (Redevelopment) District No. 1-1 of the Authority and the Financing Plan for Tax
Increment Financing District No. 1-1 located therein.
1.02. Sale of Bonds. Proposals have been received for the sale of the Bonds, and
the Council has publicly considered all proposals presented in conformity with the terms and
conditions distributed by the City to potential purchasers of the Bonds. The most favorable of
such proposals is ascertained to be that of Wells Fargo Brokerage Services, LLC of Minneapolis,
Minnesota (the "Purchaser"), to purchase the Bonds at a price of $1,357,670.00 plus accrued
interest on all Bonds to the day of delivery and payment, on the fi rther terms and conditions
hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the Purchaser
and the Mayor and the City Manager are hereby authorized and directed on behalf of the City to
execute a contract for the sale of the Bonds in accordance with the terms of the bid.
1.04. Issuance of Bonds. All acts, conditions and things which are required by
the Constitution, laws of the State of Minnesota and City Charter to be done, to exist, to happen
and to be performed precedent to and in the valid issuance of the Bonds having been done,
existing, having happened and having been performed, it is now necessary for the Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF PLYMOUTH
COUNTY OF HENNEPIN
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2005A
Date of
Rate Maturity Original Issue CUSIP
February 1, April 1, 2005
REGISTERED
OWNER:
PRINCIPAL
AMOUNT:
DOLLARS
THE CITY OF PLYMOUTH, Minnesota (the "City"), acknowledges itself to be
indebted and, for value received, hereby promises to pay to the registered owner above named,
the principal amount indicated above, on the maturity date specified above, with interest thereon
from the date hereof at the annual rate specified above computed on the basis of the number of
days elapsed in a 360 -day year consisting of twelve 30 -day months, payable on February 1 and
August 1 in each year, commencing February 1, 2006, to the person in whose name this Bond is
registered at the close of business on the last day (whether or not a business day) of the
immediately preceding month, all subject to the provisions referred to herein with respect to the
redemption of the principal of this Bond before maturity. The interest hereon and, upon
presentation and surrender hereof at the office of the Finance Director of the City of Plymouth,
Minnesota, as Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its
successor designated under the Resolution described herein, the principal hereof, are payable in
lawful money of the United States of America by check or draft or other agreed means of
payment by the Bond Registrar or its designated successor under the Resolution described
herein.
This Bond is one of an issue in the aggregate principal amount of $1,370,000 (the
"Bonds"), all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on March 8, 2005
(the "Resolution") to provide funds to finance certain public development costs relating to the
redevelopment of an existing 28 -acre site in the City (the "Project). This Bond is issued pursuant
to and in fill conformity with the provisions of the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, Section 469.178 and Chapter 475.
The Bonds are payable primarily from tax increments to be derived from a tax increment
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financing district (the "District") established by the Housing and Redevelopment Authority in
and for the City of Plymouth, Minnesota (the "Authority"), which have been pledged to the
payment of the Bonds by the Resolution. In addition, for the full and prompt payment of the
principal and interest on the Bonds as the same become due, the full faith, credit and taxing
power of the City have been and are irrevocably pledged. The Bonds are issuable only as fully
registered bonds, in denominations of $5,000 or any integral multiple thereof, of single
maturities.
Bonds maturing on or before February 1, 2015, are payable on their respective
stated maturity dates without option of prior payment, but Bonds maturing on or after
February 1, 2016, are each subject to redemption and prepayment, at the option of the City and in
whole or in part and if in part, in the maturities selected by the City and, within any maturity, in
$5,000 principal amounts selected by the Registrar by lot, on February 1, 2015, and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus interest accrued to
the date of redemption. At least thirty (30) days prior to the date set for redemption of any Bond,
notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner
of each Bond to be redeemed at such owner's address appearing in the Bond Register, but 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 herein
specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial
redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount outstanding.
Notice of redemption shall be given as provided in 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 Bond Registrar,
by the registered owner hereof in person or by his or her attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his or her attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the
City will cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on
the same date, subject to reimbursement for any tax, fee or governmental charge required to be
paid with respect to such transfer or exchange.
The City and the Bond 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 Bond
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
and City Charter to be done, to exist, to happen and to be performed precedent to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City
according to its terms have been done, do exist, have happened and have been performed as so
required; that prior to the issuance hereof the City has pledged and appropriated to a sinking fiend
established for the payment of the Bonds tax increments to be derived by the City from the
District; that, if necessary for the payment of principal and interest on the Bonds, ad valorem
taxes are required to be levied upon all taxable property in the City, which levy is not limited as
to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional, statutory or charter limitation.
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 Bond Registrar by manual signature of the Bond Registrar, or in the
event the Finance Director of the City of Plymouth is no longer acting as Bond Registrar, by one
of the authorized representatives of the Bond Registrar.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota, by its Council, has
caused this Bond to be executed by the signatures of the Mayor and the City Manager and has
caused this Bond to be dated as of the date set forth below.
Date of Authentication: CITY OF PLYMOUTH
(Facsimile signature -City Manager) (Facsimile signature -Mayor)
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
in
as Bond 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 frill according to the applicable laws
or regulations:
TEN COM as tenants
in common
TEN ENT as tenants
by the entireties
JT TEN as joint tenants
with right of survivorship
and not as tenants in
common
UNIF TRANS MIN ACT..............Custodian..............
(Cost) (Minor)
under Uniform Transfers to Minors
Act...................................................
(State)
Additional abbreviations may also be used.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably
constitute and appoint attorney to transfer the said Bond on the books kept
for registration of the within Bond, with full power of substitution in the premises.
Dated:
NOTICE: 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 Bond Registrar, which requirements include membership or participation in STAMP or
such other "signature guaranty program" as may be determined by the Bond 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[_ M[BER OF
ASSIGNEE:
[end of form of Bond]
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Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City shall
forthwith issue and deliver the Bonds, which shall be denominated "General Obligation Tax
Increment Bonds, Series 2005A." The Bonds shall be in the aggregate principal amount of
$1,370,000 and shall be issuable in the denomination of $5,000 each or any integral multiple
thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds
maturing in such years and amounts shall bear interest computed on the basis of the number of
days elapsed in a 360 -day year consisting of twelve 30 -days months from date of original issue
until paid or duly called for redemption at the rates per annum shown opposite such years and
amounts as follows:
Year
Amount
Rate
2008
$ 10,000
2.80%
2009
45,000
3.00%
2010
75,000
3.10%
2011
75,000
3.25%
2012
80,000
3.40%
2013
80,000
3.55%
2014
85,000
3.65%
2015
85,000
3.75%
2016
90,000
3.85%
2017
95,000
3.95%
2018
100,000
4.00%
2019
100,000
4.05%
2020
105,000
4.10%
2021
110,000
4.15%
2022
115,000
4.20%
2023
120,000
4.25%
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar described herein.
3.02. Dates, Interest Payment Dates. Each Bond shall bear a date of original
issue of April 1, 2005, and shall be dated as of the date of authentication. Interest on the Bonds
shall be payable on February 1 and August 1 in each year, commencing February 1, 2006, to the
owner of record thereof as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent (the "Registrar"). 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 corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds
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and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of 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 Bond is 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 duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any 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 legally authorized.
The Registrar shall incur no liability for its 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 such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), 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 lost, stolen or destroyed, 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 such
Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon filing with the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory
to it, 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, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall not be
necessary to issue a new Bond prior to payment.
3.04. Appointment of Initial Re isg tray. The City hereby appoints the Finance
Director of the City of Plymouth as the initial Registrar. The City reserves the right to remove
any Registrar upon thirty (30) days' notice and upon the appointment 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.
3.05. Redemption. Bonds maturing on or before February 1, 2015, shall not be
subject to redemption prior to maturity, but Bonds maturing on or after February 1, 2016, shall
each be subject to redemption and prepayment, at the option of the City, in whole or in part, and
if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal
amounts selected by the Registrar by lot, on February 1, 2015, and on any date thereafter at a
price equal to the principal amount thereof to be redeemed plus interest accrued to the date of
redemption. At least thirty (30) days prior to the date set for redemption of any Bond, the City
Clerk shall cause notice of the call for redemption to be mailed to the Registrar and to the
registered owner of each Bond to be redeemed, but 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. The notice of redemption shall specify the redemption date,
redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the principal office
of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or
portions thereof 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 thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City shall also
give, or cause to be given, notice of the redemption of any Bond or Bonds or portions thereof at
least 35 days before the redemption date by certified mail or telecopy to the Purchaser and all
registered securities depositories then in the business of holding substantial amounts of
obligations of the character of the Bonds and one or more national information services that
disseminate information regarding municipal bond redemptions; provided that any defect in or
any failure to give any notice of redemption prescribed by this paragraph shall not affect the
validity of the proceedings for the redemption of any Bond or portion thereof.
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Notice of redemption shall be given as provided in the preceding paragraphs.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of $5,000. The owner of any Bond redeemed in part shall receive, upon
surrender of such Bond to the Registrar, one or more new Bonds of such same series in
authorized denominations equal in principal amount to the unredeemed portion of the Bond so
surrendered.
3.06. Preparation 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 City Manager. In case any officer whose signature shall appear on the Bonds shall cease to
be such officer before the delivery of any Bond, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if such officer 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
such Bond has been duly executed by 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 so executed and
authenticated, they shall be delivered by the Registrar to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
3.07. 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 Twst 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
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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, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, 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 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
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
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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.
Section 4. Use of Proceeds and Security Provisions.
Section 4.01. Use of Proceeds and Constriction Fund. There is hereby
established on the official books and records of the City a Series 2005A General Obligation Tax
Increment Bond Constriction Fund (the "Constriction Fund"). To the Constriction Fund there
shall be credited all proceeds of the Bonds. From the Constriction Fund there shall be paid by
the City or Authority all costs and expenses of the Project and the issuance of the Bonds. After
payment of all costs of the Project, the Constriction Fund shall be discontinued and any Bond
proceeds and other fiends remaining therein shall be transferred to the Sinking Fund created
pursuant to Section 4.02 hereof.
Section 4.02. General Obligation Tax Increment Bond Sinking Fund. The Bonds
shall be payable from a separate Series 2005A General Obligation Tax Increment Bond Sinking
Fund (the "Sinking Fund") which shall be created and maintained on the books of the City as a
separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. There
shall be credited to the Sinking Fund the following:
(a) Any amount deposited therein pursuant to Section 4.01 hereof.
(b) Tax increments described in Section 4.03 to be received from the Authority.
(c) All taxes levied and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including all
collections of any ad valorem taxes levied for the payment of the Bonds.
(d) Any other fiends appropriated by the Council for the payment of the Bonds.
4.03. Tax Increment Financing District. Pursuant to Minnesota Statutes, Section
469.178, subdivision 2, the City has entered into a pledge agreement with the Authority whereby
the Authority will pay to the City tax increments from Tax Increment Financing
(Redevelopment) District No. 1-1 (the "District') of the Authority in an amount sufficient, with
other fiends appropriated by the City to the Sinking Fund, to pay the principal of and interest on
the Bonds when due. Such tax increments shall be deposited in the Sinking Fund. Nothing
herein shall preclude the City or the Authority from hereafter making further pledges and
appropriations of the tax increments from the District for the payment of other obligations of the
City or Authority or to pay costs eligible to be paid from the tax increments from the District.
4.04. Full Faith and Credit Pledged. The full faith and credit and taxing power of
the City shall be and are hereby irrevocably pledged for the prompt and full payment of the
principal of and interest on the Bonds. It is estimated that the tax increment from the District to
be paid by the Authority to the City and other fiends herein pledged for the payment of the Bonds
will be collected in amounts not less than five percent in excess of the amounts needed to meet
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when due the principal of and interest on the Bonds as required by Minnesota Statutes, Section
475.61. Consequently, no ad valorem taxes are now levied to pay the Bonds or the interest to
come due thereon, pursuant to Minnesota Statutes, Section 469.178, subdivision 2.
Section 5. 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 holders 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 paying agent 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 paying agent a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit. The City may also discharge its obligations
with respect to any prepayable Bond called for redemption on any date when it is prepayable
according to their terms, by depositing with the Registrar on or before that date a sum sufficient
for the payment thereof in full; provided that notice of the redemption thereof has been duly
given as provided in Section 3.05. 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 qualified by law as an
escrow agent for this purpose, cash or securities which are general obligations of the United
States or securities of United States agencies which are authorized by law to be so deposited,
bearing interest payable at such time and at such rates and maturing on such dates as shall be
required, without reinvestment, to pay all principal and interest to become due thereon to
maturity or, if notice of redemption as herein required has been duly provided for, to such earlier
redemption date.
Section 6. Certification of Proceedings.
6.01. Registration of Bonds. The City Clerk is hereby authorized and directed to
file a certified copy of this resolution in the records of the County Auditor of Hennepin County
and to execute a certificate that the Bonds have been duly entered upon the County Auditor's
bond register and the tax required by law, if any, has been levied.
6.02. Certification of Proceedings. The officers of the City 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 of the City, 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 under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore fi rnished, shall be deemed representations of the City as to
the facts recited therein.
6.03. Official Statement. The Official Statement relating to the Bonds, dated
February 23, 2005, and the supplement thereto, relating to the Bonds prepared and distributed by
Springsted Incorporated, is hereby approved. Springsted Incorporated 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
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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.
Section 7. 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. The City has complied in all material respects with any undertaking previously
entered into by it under the Rule. 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 (i) 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 (ii) 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, 2004, 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
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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 Council as modified in accordance with the governmental
accounting standards promulgated by the Governmental Accounting
Standards Council 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: City Property Values; City Indebtedness and
City Tax Rates, Levies and Collections.
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 Council. 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, 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);
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(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 subsection (b) to each then nationally
recognized municipal securities information repository under the Rule and to any
state information depository then designated or operated by the State of
Minnesota as contemplated by the Rule (the State Depository), if any; and
(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 paragraphs (1) or (2) of this subsection (c), as the
case may be, or, if such information is transmitted with a subsequent time of
release, at the time such information is to be released.
(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 Council 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
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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 8. Severability. If any section, paragraph or provision of this resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
Section 9. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Adopted by the Plymouth City Council on March 8, 2005
W.