HomeMy WebLinkAboutCity Council Resolution 1991-466After due consideration of the bids, Member Ricker then introduced the following
resolution and moved its adoption:
RESOLUTION NO. 91-466
A RESOLUTION AWARDING THE SALE OF $4,900,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Plymouth, Hennepin County,
Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of —_ Cronin & Co.. Inc. (Purchaser) to purchase
$4,900,000 General Obligation Improvement Bonds, Series 1991 (Bonds) of the City described
In the Official Terms of Offering thereof is hereby found and determined to be the highest
and best bid received pursuant to duly advertised notice of sale and shall be and is hereby
accepted, the bid being to purchase the Bonds at a price of $ 4,881,402.50 plus accrued
Interest to date of delivery, for Bonds bearing interest as follows:
Year of Maturity Interest Rate
1993
4.85%
1994
5.05
1995
5.30
1996
5.45
1997
5.55
1998
5.60
1999
5.70
2000
5.85
2001
5.95
2002
6.05
True interest rate: 5.6314 %
1.02. The sum of $ 42,652.50 being the amount bid by the Purchaser in excess
of #4,838,750 will be credited to the Debt Service Fund hereinafter created. The City
Finance Director is directed to deposit the good faith check of the Purchaser, pending
completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful
bidders forthwith. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds in the total principal
amount of ;4,900,000, originally dated September 1, 1991, in the denomination of $5,000
each or any integral multiple thereof, numbered No. R-1, upward, bearing Interest as above
set forth, and which mature serially on February 1 in the years and amounts as follows:
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Year
Amount
Year
Amount
1993
$ 200,000
1998
455,000
1994
855,000
1999
370,000
1995
800,000
2000
370,000
1996
790,000
2001
140,000
1997
780,000
2002
140,000
1.04. Optional Redemption. The City may elect on February 1, 1998 and on any date
thereafter to prepay Bonds maturing on or after February 1, 1999. Redemption may be
in whole or in part and if in part at the option of the City and in such manner as the City
shall determine. If only part of the Bonds having a common maturity date are called for
prepayment, the City will notify Depository Trust Company of the particular amount of
such maturity to be prepaid. All prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable
by check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been
paid or made available for payment, unless (i) the date of authentication is an interest
payment date to which interest has been paid or made available for payment, in which case
such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is
prior to the first interest payment date, in which case such Bond will be dated as of the date
of original issue. The interest on the Bonds is payable on February 1 and August 1 of each
year, commencing August 1, 1992, 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.
2.03. Registration. The City will appoint, and shall maintain, a bond registrar,
transfer agent, authenticating agent and paying agent (Registrar). The effect of
registration and the rights and duties of the City and the Registrar with respect thereto are
as follows:
(a) Re ter. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be
registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or
by an attorney duly authorized by the registered owner in writing, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date
and until such interest payment date.
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(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a
like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the
City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the
Registrar is satisfied that the endorsement on the Bond or separate instrument of
transfer is valid and genuine and that the requested transfer is legally authorized. The
Registrar will incur no liability for the refusal, in good faith, to make transfers which
it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or
on account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum
or sums so paid.
(g) Taxes, Fees and Charges. For a 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 the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in substitution for a Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of
the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount
satisfactory to It and as provided by law, In which both the Citi td the Reg;strar
must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by
the Registrar and evidence of such cancellation must be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption In accordance with its terms It is not necessary to issue a new Bond prior
to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) not more
than 60 and not less than 30 days prior to the date fixed for redemption to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice In the manner required by
law. Failure to give notice by publication or by mail to any registered owner, or any
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defect therein, will not affect the validity of any proceeding for the redemption of
Bonds. Bonds so called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit with the
place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints the Finance Director of the
City as the initial Registrar. In the event the Bonds are no longer registered in the name of
a securities depository as provided in Section 7 hereof, the Finance Director may continue
as Registrar, or the Mayor and the City Manager are authorized to execute and deliver, on
behalf of the City, a contract with the successor Registrar. Upon merger or consolidation
of the Registrar with another corporation, if the resulting corporation is a bank or trust
company authorized by law to conduct such business, such corporation is authorized to act
as successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar
upon 30 days' notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the Finance Director
must transmit to the Registrar moneys sufficient for the payment of all principal and
interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the Clerk and executed on behalf of the City by the signatures of the Mayor and
the Manager, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of any Bond,
such signature or facsimile will nevertheless be valid and sufficient for all purposes, the
same as if the officer had remained in office until delivery. Notwithstanding such
execution, if facsimile signatures are used, a Bond will not be valid or obligatory for any
purpose or entitled to any security or benefit under this Resolution unless and until a certif-
icate 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 is conclusive evidence that it has been authenticated and
delivered under this Resolution. When the Bonds have been so prepared, executed and
authenticated, the Finance Director shall deliver the same to the Purchaser upon payment
of the purchase price in accordance with the contract of sale heretofore made and executed,
and the Purchaser is not obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver In lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in
Section 3 with such changes as may be necessary to reflect more than one maturity in a
single temporary bond. Upon the execution and delivery of definitive Bonds the temporary
Bonds will be exchanged therefor and cancelled.
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Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1991
Date of
Rate Maturity Original Issue CUSIP
_% February 1, September 1, 1991
No. R -
Registered Owner: Cede do Company
The City of Plymouth, Minnesota, a duly organized and existing municipal corporation
in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered
assigns, the principal sum specified above on the maturity date specified above, with
interest thereon from the date hereof at the annual rate specified above, payable February 1
and August 1 in each year, commencing August 1, 1992, to the person in whose name this
Bond is registered at the close of business on the fifteenth day (whether or not a business
day) of the immediately preceding month. The interest hereon and, upon presentation and
surrender hereof, the principal hereof are payable in lawful money of the United States of
America by check or draft by the City Finance Director as Bond Registrar, Paying Agent,
Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as the
same respectively become due, the full faith and credit and taxing powers of the City have
been and are hereby irrevocably pledged.
The City may elect on February 1, 1998, and on any date thereafter, to prepay Bonds
of this issue maturing on or after February 1, 1999. Redemption may be in whole or in
part and if in part at the option of the City and in such manner as the City shall determine.
If only part of the bonds having a common maturity date are called for prepayment, the
City will notify Depository Trust Company of the particular amount of such maturity to
be prepaid. All prepayments shall be at a price of par plus accrued interest.
The City Council has designated the Bonds as "qualified tax exempt obligations" within
the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the
Code) relating to disallowance of Interest expense for financial institutions and within the
$10 million limit allowed by the Code for the calendar year of issue.
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Additional provisions of this Bond are contained on the reverse hereof and such
provisions for all purposes have the same effect as though fully set forth in this place.
This Bond is not valid or obligatory for any purpose or entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon has been
executed by the Bond Registrar by manual signature of one of its authorized
representatives.
IN WITNESS WHEREOF, the City of Plymouth, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the manual or facsimile
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the
date set forth below.
Dated:
CITY OF PLYMOUTH, MINNESOTA
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $4,900,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on August 19,
1991 (the Resolution), for the purpose of providing money to defray the expenses incurred
and to be incurred in making local improvements, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 429,
and the principal hereof and interest hereon are payable primarily from special assessments
levied or to be levied against property specially benefited by local improvements, as set
forth In the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment
of this Bond and the City Council has obligated itself to levy ad valorem tazes on all taxable
property in the City in the event of any deficiency in special assessments pledged, which
taxes may be levied without limitation as to rate or amount. The Bonds of this series are
Issued only as fully registered Bonds in denominations of $5,000 or any Integral multiple
thereof of single maturities.
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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 the owner's 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 the owner's attorney; 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 will 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 preliminary to and in the issuance of this Bond
In order to make it a valid and binding general obligation of the City In accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and
that the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional or statutory limitation of indebtedness.
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM — as tenants
In common
TEN ENT — as tenants
by entireties
UNIF GIFT MIN ACT Custodian
(Cost) (Minor)
under Uniform Gifts or
Transfers to Minors
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JT TEN — as joint tenants with
right of survivorship and Act ..... .. •. .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power
of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without alteration
or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unleis the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if
this Bond is held by joint account.)
Please insert social security or
other identifying number of assignee
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Section 4. Payment: Security: Pledges and Covenants.
4.01. The Bonds are payable from the Improvement Bonds, Series 1991 Debt Service
Fund (Debt Service Fund) hereby created, and the proceeds of special assessments
(Assessments) levied and ad valorem taxes or to be levied for the improvements
(Improvements) financed by the Bonds are hereby pledged to the Debt Service Fund. If any
payment of principal or interest on the Bonds shall become due when there is not sufficient
money in the Debt Service Fund to pay the same, the Finance Director is directed to pay
such principal or interest from the general fund of the City, and the general fund will be
reimbursed for such advances out of the proceeds of Assessments when collected. There is
appropriated to the Debt Service Fund all capitalized interest financed from Bond proceeds,
if any, any amount over the minimum purchase price paid by the Purchaser and the accrued
interest paid by the Purchaser upon closing and delivery of the Bonds.
4.02. It is hereby determined that the Improvements to be financed by the Bonds will
directly and indirectly benefit abutting property, and the City hereby covenants with the
holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvements to
be promptly levied so that the first installment will be collectible not later than 1992
and will take all steps necessary to assure prompt collection, and the levy of the
Assessments is hereby authorized. The City Council will cause all further actions and
proceedings relative to the making and financing of the Improvements financed hereby
to be taken with due diligence that are required for the construction of each Improve-
ment financed wholly or partly from the proceeds of the Bonds, and for the final and
valid levy of the Assessments and the appropriation of any other funds needed to pay
the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments, the
City Council will levy ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing.-
receipts
howing:receipts and disbursements in connection with the Improvements, Assessments levied
therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, moneys on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually
and will furnish copies of such audit reports to any interested person upon request.
4.03. It is determined that at least 20% of the cost of the Improvements will be
specially assessed against benefitted properties. For the purpose of paying the principal of
and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (Taxes)
upon all of the taxable property in the City, which shall be spread upon the tax rolls and
collected with and as part of other general taxes of the City. The taxes will be credited to
the Debt Service Fund above provided and will be in the years and amounts as follows (year
stated being year of levy for collection the following year):
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(See Attachment A)
4.04. it is hereby determined that the estimated collections of Assessments and
foregoing Taxes will produce at least five percent in excess of the amount needed to meet
when due the principal and interest payments on the Bonds. The tax levy herein provided is
irrepealable until all of the Bonds are paid, provided that the City Clerk may annually, at
the time the City makes its tax levies, certify to the Director of Property Taxation the
amount available in the Debt Service Fund to pay principal and interest due during the
ensuing year, and the Director of Property Taxation will thereupon reduce the levy
collectible duri;ng such year by the amount so certified.
4.05. The City Clerk is authorized and directed to file a certified copy of this
resolution with the Director of Property Taxation of Hennepin County and to obtain the
certificate required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and furnish to
the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and
records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may he required to show the
facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds and such instruments,
Including any heretofore furnished, may be deemed representations of the City as to the
facts stated therein.
5.02. The Mayor, City Manager and Finance Director are authorized and directed to
certify that they have examined the Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their knowledge
and belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds
that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause
Its officers, employees or agents to take, all affirmative action within its power that may be
necessary to ensure that such interest will not become subject to taxation under the Code
and applicable Treasury Regulations, as presently existing or as hereafter amended and
made applicable to the Bonds.
6.02. (a) The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under
Section 103 of the Code, including without limitation requirements relating to temporary
periods for investments, limitations on amounts invested at a yield greater than the yield on
the Bonds, and the rebate of excess investment earnings to the United States if the Bonds
(together with other obligations reasonably expected to be issued in calendar year 1991)
exceed the small -issuer exception amount of $5,000,000.
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(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face
amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and
all subordinate entities of the City) during the calendar year in which the Bonds are issued
and outstanding at one time is not reasonably expected to exceed $5,000,000, within the
meaning of Section 148(f)(4XC) of the Code.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the
Code.
6.04. In order to qualify the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, the City makes the following factual statements
and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity
bonds) which will be issued by the City (and all subordinate entities of the City) during
calendar year 1991 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 1990 have been designated for purposes of Section 265(bx3) of the Code.
6.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book -Entry System; Limited Obligation of City.
7.01. The Bonds shall be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof.
Upon initial issuance, the ownership of each such Bond shall be registered in the registration
books kept by the Bond Registrar in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York, and its successors and assigns (DTC). Except as
provided in this section, all of the outstanding Bonds shall be registered in the registration
books kept by the Bond Registrar in the name of Cede do Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede do Co., as nominee of DTC, the City, the Bond Registrar and
the Paying Agent shall have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Bonds as securities
depository (the Participants) or to any other person on behalf of which a Participant holds an
Interest in the Bonds, including but not limited to any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
other person other than a registered owner of Bonds, as shown by the registration books kept
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by the Bond Registrar, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any Participant or any other person, other than a
registered owner of Bonds, or any amount with respect to principal of, premium, if any, or
interest on the Bonds. The City, the Bond Registrar and the Paying Agent may treat and
consider the person in whose name each Bond is registered in the registration books kept by
the Bond Registrar as the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of
registering transfers with respect to such Bonds, and for all other purposes. The Paying
Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or on the
order of the respective registered owners, as shown in the registration books kept by the
Bond Registrar, and all such payemnts shall be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or
interest on the Bonds to the extent of the sum or sums so paid. No person other than a
registered owner of Bonds, as shown in the registration books kept by the Bond Registrar,
shall receive a certificated Bond evidencing the obligation of this resolution. Upon delivery
by DTC to the Finance Director of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede do Co., and the words "Cede do Co.," shall refer
to such new nominee of DTC; and upon receipt of such a notice, the Finance Director shall
promptly deliver a copy of the same to the Bond Registrar and Paying Agent, if the Bond
Registrar or Paying Agent is other than the Finance Director.
7.03. Representation Letter. The form of representation letter proposed to be
submitted to DTC, which is on file with the Finance Director and presented to this meeting
(Representation Letter), is hereby approved, and the Finance Director is authorized to
execute and deliver the Representation Letter in substantially the form on file, with such
changes therein not inconsistent with law as the Finance Director and the City Attorney
may approve, which approval shall be conclusively evidenced by the execution thereof. Any
Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
Bonds shall agree to take all action necessary for all representations of the City in the
Representation Letter with respect to the Bond Registrar and Paying Agent, respectively, to
at all times be complied with.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial
interest in the Bonds that they be able to obtain Bond certificates, the City shall notify
DTC, whereupon DTC shall notify the Participants, of the availability through DTC of Bond
certificates. In such event the City shall issue, transfer and exchange Bond certificates as
requested by DTC and any other registered owners in accordance with the provisions of this
Resolution. DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving notice to the City and discharging its responsibilities with
respect thereto under applicable law. In such event, if no successor securities depository is
appointed, the City shall issue and the Bond Registrar shall authenticate Bond certificates in
accordance with this resolution and the provisions hereof shall apply to the transfer,
exchange and method of payment thereof.
7.05. Payments to Cede do Co. Notwithstanding any other provision of this resolution
to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, if any, and Interest on such Bond
and all notices with respect to such Bond shall be made and given, respectively, in the
manner provided in the Representation Letter.
13
The motion for the adoption of the foregoing resolution was duly seconded by Member
Helliwell , and upon vote being taken thereon, the following voted in
favor thereof: Carole Helliwell, Lloyd Ricker and Mayor Kim Bergman
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
14
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF PLYMOUTH )
I, the undersigned, being the duly qualified and acting Clerk of the City of Plymouth,
Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a regular meeting of the City Council of the City held
on August 19, 1991, with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofar as they relate to the issuance and sale of
$4,900,000 General Obligation Improvement Bonds, Series 1991 of the City.
WITNESS My hand officially as such Clerk and the corporate seal of the City this
/9,0 day of August '1991.
(SEAL)
City Clerk
Plymouth, Minnesota
15
PLYMOUTH, MINNESOTA Attachment A
G.O. IMPROVEMENT BONDS, 1991A
POST SALE TAX LEVIES
TAX LEVIES CERTIFIED TO COUNTY AUDITOR
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1991
1992
0
1992
1993
0
1993
1994
0
1994
1995
10,825
1995
1996
16,705
1996
1997
20,984
1997
1998
22,574
1998
1999
28,426
1999
2000
29,847
2000
2001
30,089